Sallie Mae 2015 Annual Report Download - page 248

Corporation immediately before such merger, consolidation or reorganization own, directly or indirectly
immediately following such merger, consolidation or reorganization, at least seventy-five percent (75%) of
the combined voting power of the Surviving Corporation in substantially the same proportion as their
ownership immediately before such merger, consolidation or reorganization, or (B) at least a majority of the
members of the Board of Directors of the Surviving Corporation were directors of the Corporation
immediately prior to the execution of the agreement providing for such merger, consolidation or
reorganization, or (ii) a complete liquidation or dissolution of the Corporation. “Change of Control
Transaction” shall mean the consummation of any tender offer, offer, exchange offer, solicitation, merger,
consolidation, reorganization or other transaction, either of which results in a Change of Control.
17. ACQUISITIONS AND DISPOSITIONS
The Board of Directors may, in its sole and absolute discretion, create special Offering Periods for
individuals who become eligible employees solely in connection with the acquisition of another company
or business by merger, reorganization or purchase of assets and, notwithstanding anything in the Plan to the
contrary, may provide for special purchase dates for Participants who will cease to be eligible employees
solely in connection with the disposition of all or a portion of any Employer or a portion of the Corporation,
which Offering Periods and purchase rights granted pursuant thereto shall, notwithstanding anything stated
herein, be subject to such terms and conditions as the Board of Directors considers appropriate in the
circumstances.
18. NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS
Except as specified in Paragraph 17, an employee's rights under the Plan are his or hers alone and
may not be transferred or assigned to, or availed of, by any other person.
19. BENEFICIARY DESIGNATION
The beneficiary shall be one or more persons designated by the Participant in accordance with the
procedures established by the Committee who is entitled to receive amounts contributed and/or earned by
the Participant and/or act on behalf of the Participant, pursuant to Paragraph 15.
20. CLAIMS PROCEDURES
A Participant may appeal a denial of benefits under this Plan by submitting a written statement
appealing the decision, normally within 60 days of the denial of the benefit by the Committee. In the written
statement, the Participant must state reasons why the claim should not have been denied. Also, the written
statement should be accompanied by any documents, additional information or comments that might be
helpful to the Committee. In this manner, the Committee intends to afford any Participant or beneficiary
whose claim for benefits has been denied a reasonable opportunity for a review of the decision. Written
appeals must be sent to:
SLM Corporation Retirement Committee
Sallie Mae
300 Continental Drive
Newark, Delaware 19713