Sallie Mae 2015 Annual Report Download - page 243

Exhibit 10.39
SALLIE MAE
EMPLOYEE STOCK PURCHASE PLAN
Amended and Restated as of June 25, 2014
(Including Amendments as of June 25, 2015)
1. PURPOSE
The purpose of the Sallie Mae Employee Stock Purchase Plan (the "Plan") is to motivate employees
of SLM Corporation (the “Corporation”) and subsidiaries owned more than 50% by the Corporation or which
the Corporation controls (collectively the “Employers”) to achieve corporate goals and to encourage equity
ownership in the Corporation in order to increase proprietary interest in the Corporation's success.
2. ADMINISTRATION
(a) The Plan shall be administered by the SLM Corporation Retirement Committee (the "Committee")
or such other committee whose members may be appointed by and serving at the pleasure of the
management-level Enterprise Risk Committee of the Corporation. In addition to its duties with
respect to the Plan, the Committee shall have full authority, consistent with the Plan, to interpret
the Plan, to promulgate such rules and regulations with respect to the Plan as it deems desirable,
to delegate its responsibilities hereunder to appropriate persons and to make all other
determinations necessary or desirable for the administration of the Plan. All decisions,
determinations and interpretations of the Committee shall be binding upon all persons.
(b) The rights to purchase stock ("Options") that are granted under this Plan shall constitute non-
qualified stock options that are not intended to qualify under Section 423 of the Internal Revenue
Code of 1986, as amended from time to time (the “Code”). However, the Plan is intended to
comply with Section 409A of the Code and will be interpreted in a manner intended to comply
with Section 409A of the Code.
3. SHARES SUBJECT TO THE PLAN
The stock that may be purchased under the Plan is common stock, $.20 par value, of the Corporation.
The aggregate number of shares that may be purchased pursuant to the Plan is 15,326,214 shares, subject to
any adjustment pursuant to Paragraph 4. Such shares may be previously-issued stock reacquired by the
Corporation, authorized, but unissued stock, or stock that is purchased on the open market by the Corporation.
If at any time the number of shares to be purchased in an Offering Period, as defined in Paragraph 5
(c), causes the total number of shares offered under the Plan to exceed the above stated limit, then the number
of shares that may be purchased by each Participant in that Offering Period shall be reduced pro rata.