Sallie Mae 2015 Annual Report Download - page 244

4. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
If any change is made in, or other events occur with respect to, the Corporation’s stock subject to the
Plan or subject to any Option granted under this Plan without receipt of consideration by the Corporation
(through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend
in property other than cash, extraordinary cash dividend, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of
consideration by the Corporation, each an “Adjustment Event”), the Plan shall be adjusted in the class(es)
and maximum number of securities subject to the Plan pursuant to Section 3 and the outstanding Options
granted under this Plan shall be maintained in the same equivalent economic position with respect to the
class(es) and number of securities and price per share of Corporation stock subject to such outstanding
Options. The Committee shall be responsible for determining whether an Adjustment Event has occurred
for purposes of this Section 4. If an Adjustment Event has occurred, the Committee shall make such
adjustments as described herein, and its determination shall be final, binding and conclusive. No fractional
interests shall be issued under the Plan based on such adjustments. The Committee shall not make any
adjustment pursuant to this Section 4 that would cause an Option that is otherwise exempt from Section 409A
of the Code to become subject to Section 409A of the Code, or that would cause an Option that is subject to
Section 409A of the Code to fail to satisfy the requirements of Section 409A of the Code.
5. DEFINITIONS
(a) Eligible Compensation. The term “Eligible Compensation” shall mean the regular salary and
hourly wages (calculated at the regular hourly rate, including payments for sick leave, vacation,
paid time-off, holidays, jury duty, bereavement and other paid leaves of absence). In addition
commissions (i.e., amounts paid to Participants by an Employer related to a particular transaction
or sale) paid by an Employer to a Participant during the Offering Period are considered “Eligible
Compensation.” “Eligible Compensation” shall not include other forms of compensation such
as short-term disability payments, severance payments, incentive compensation, equity
compensation and overtime pay.
(b) Entry Date. The term "Entry Date" shall mean the first day of each Plan Year, except that for
eligible employees hired after the first day of any Plan Year and on or prior to January 1st, the
initial “Entry Date” shall mean the first day of the month following their commencement of
employment with the Corporation or an Employer. For the avoidance of doubt, if an employee
is hired after January 1st, the “Entry Date” for such employee shall be the first day of the next
Plan Year.
(c) Offering Period. The term "Offering Period" shall mean the 12-month period beginning with the
first day of each Plan Year, except that for eligible employees hired after the first day of any Plan
Year and on or prior to January 1st, the initial “Offering Period” shall mean the period beginning
with the first day of the month in which benefits are otherwise effective following their
commencement of employment with the Corporation or an Employer and ending on the
immediately following July 31st.
(d) Plan Year. The Plan will follow a twelve month cycle starting each August 1st and ending
the next July 31st, or such other period as the Committee may designate from time to time. In
the event of a change in the Plan Year designated by the Committee, the Committee may also
update the dates designated in the definitions of Entry Date and Offering Period in such
manner as the Committee may determine in its discretion.