Sallie Mae 2015 Annual Report Download - page 249

The Committee will review a Participant's appeal and will promptly notify such Participant in writing of the
decision. Normally, this decision will be made within 60 days of receipt of the appeal, but this period may
be extended to no more than 120 days if special circumstances require additional time. In such a case, the
Participant will be notified before the end of the initial 60-day period of the reasons for the extension.
21. TERMINATION AND AMENDMENTS TO PLAN
The Board may at any time and from time to time, alter, amend, suspend or terminate this Plan in
whole or in part, including to add or remove subsidiaries of the Corporation, provided, however, that
shareholder approval shall be required for any amendment (i) that materially alters the terms of this Plan or
(ii) where such approval is required by applicable legal or stock exchange requirements. No amendment or
alteration that would adversely affect the rights of any Participant under any Award previously granted to
such Participant shall be made without the consent of such Participant. Nothing contained in this Plan shall
be construed to prevent the Corporation from taking any corporate action which is deemed by the Corporation
to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan
or any rights granted under the Plan. No employee, beneficiary or other person or entity shall have any claim
against the Corporation as a result of any such action.
22. INDEMNITY
The Corporation shall, consistent with applicable law, indemnify members of the Committee from
any liability, loss or other financial consequence with respect to any act or omission relating to the Plan to
the same extent and subject to the same conditions as specified in the indemnity provisions contained in the
By-Laws and Regulations of the Corporation.
23. LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN
The Plan is intended to provide common stock for investment and not for resale. The Corporation
does not, however, intend to restrict the sale of the stock other than in accordance with the Corporation's
general policies regarding the sale of the Corporation's stock. The employee assumes the risk of any market
fluctuations in the price of such stock.
24. PAYMENT OF EXPENSES RELATED TO PLAN
The cost, if any, for the delivery of shares to a Participant or commissions upon the sale of stock shall
be paid by the Participant using such service. Other expenses associated with the Plan, if any, at the discretion
of the Committee, will be allocated as deemed appropriate by the Committee.
25. OPTIONEES NOT STOCKHOLDERS
Neither the granting of an Option to an employee, nor the deductions from his or her pay shall cause
such employee to be a stockholder of the shares covered by an Option until such shares have been purchased
by and issued to him or her.
26. TAXES
As a condition of the grant and exercise of an Option, a Participant shall make such arrangements as
the Corporation may require for the satisfaction of any applicable U.S. federal, state, local or foreign tax,
withholding, and any other required deductions or payments that may arise in connection with such Option.
The Corporation shall not be required to issue any shares under the Plan until such obligations are satisfied.