Sallie Mae 2015 Annual Report Download - page 247

14. STOCK PURCHASES
In accordance with the applicable procedures established by the Committee, the Corporation shall
exercise all Options to Purchase shares which each Participant is entitled to on each Purchase Date. The
Corporation shall withhold a sufficient number of shares to cover his or her applicable taxes on any gains,
which is the difference between the value of shares purchased at the discount price and the market value of
those shares on the purchase date. Taxes in the required amount will be paid to the appropriate government
agency(ies).
If the Purchase Price exceeds the fair market value per share on the Purchase Date, no shares will be
purchased. The individual balances will be distributed to the Participant’s via payroll.
The common stock purchased on the Purchase Date will be issued and credited to a brokerage account
established by the Corporation on behalf of the Participant (the “Stock Account”) as soon as administratively
practicable after such Purchase Date. A Participant may sell any or all shares held in his/her Stock Account
unless restricted from trading in Corporation Stock at that time.
15. TERMINATION OF EMPLOYMENT
In the event that a Participant’s employment terminates for any reason including retirement, total and
permanent disability, or death, before the applicable Purchase Date, participation in the Plan shall terminate
immediately and as soon as practicable and no later than March 15 following the end of the Offering Period
in which Participant’s termination of employment occurs, the Participant or the Participant’s beneficiary(ies)
or estate if no beneficiary is elected will be paid in cash the value of his or her Individual Balance. A Participant
who transfers employment between Employers shall not be deemed to have terminated employment for the
purposes of this Paragraph.
16. CHANGE IN CONTROL
In the event of a Change of Control or Change of Control Transaction, all outstanding Options under
the Plan shall automatically be exercised immediately prior to the consummation of such Change of Control
or Change of Control Transaction by causing all amounts credited to each Participant’s account to be applied
to purchase as many shares pursuant to the Participant’s Option as possible at the Purchase Price, subject to
the limitations set forth in the Plan. The Corporation shall use its best efforts to provide at least ten (10) days’
prior written notice of the occurrence of a Change of Control or Change of Control Transaction and Participants
shall, following the receipt of such notice, have the right to terminate their outstanding Options prior to the
effective date of such Change of Control or Change of Control Transaction.
“Change of Control” shall mean an occurrence of any of the following events: (a) an acquisition (other
than directly from the Corporation) of any voting securities of the Corporation (the “Voting Securities”) by
any “person or group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than
an employee benefit plan of the Corporation, immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%)
of the combined voting power of the Corporation’s then outstanding Voting Securities; or (b) the
consummation of (i) a merger, consolidation or reorganization involving the Corporation, unless the
Corporation resulting from such merger, consolidation or reorganization (the “Surviving Corporation”) shall
adopt or assume this Plan and a Participant’s Options under the Plan and either (A) the shareholders of the