Exhibit 10.24


 


SLM CORPORATION


 


Change in Control Severance Plan for
Senior Officers


 

















 


ARTICLE 1



NAME, PURPOSE AND EFFECTIVE DATE


 


1.01        Name and Purpose of Plan.  The name of this plan is the SLM Corporation
Change in Control Severance Plan for Senior Officers (the “Plan”).  The purpose of the Plan is to provide
compensation and benefits to certain senior level officers of SLM Corporation
upon certain change in control events of SLM Corporation (the “Corporation”).


 


1.02        Effective Date.  The
effective date of the Plan is January 1, 2006.  The compensation and benefits payable under
this Plan are payable upon Change in Control events that occur after the
effective date of this Plan.


 


1.03        ERISA Status.  This
Plan is intended to be an unfunded plan that is maintained primarily to provide
severance compensation and benefits to a select group of “management or highly
compensated employees” within the meaning of Sections 201, 301, and 401 of the
Employee Retirement Income Security Act of 1974 (“ERISA”), and therefore to be
exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA.


 


ARTICLE 2


 


DEFINITIONS


 


The following words and phrases shall have
the following meanings unless a different meaning is plainly required by the
context:


 


2.01        “Base Salary”  means the greater of the annual base rate of
compensation payable to an Eligible Officer at the time of (a) a Change in
Control or (b) a Termination Date, such annual base rate of compensation not
reduced by any pre-tax deferrals under any tax-qualified plan, non-qualified
deferred compensation plan, qualified transportation fringe benefit plan under
Code Section 132(f), or cafeteria plan under Code Section 125
maintained by the Corporation, but excluding the following:  incentive or other bonus plan payments,
accrued vacation, commissions, sick leave, holidays, jury duty, bereavement,
other paid leaves of absence, short-term disability payments, recruiting/job
referral bonuses, severance, hiring bonuses, long-term disability payments,
payments from a nonqualified deferred compensation plan maintained by the
Corporation, or amounts paid on account of the exercise of stock options or on
account of the award or vesting of restricted or performance stock or other
stock-based compensation.


 


2.02        “Board of Directors”  means the Board of Directors of SLM
Corporation.


 


2.03        “Bonus”  means the greater of: (a) the
average of the annual bonuses earned under the SLM Corporation Incentive Plan
or any successor plan for the two-year period prior to a Change in Control or (b) the
average of the annual bonuses earned under the SLM Corporation Incentive Plan
or any successor plan, including a comparable annual incentive plan of a
Successor Corporation, for the two-year period prior to the Eligible Officer’s
Termination Date.


 


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2.04        “Equity
Acceleration Change in Control”  means 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; (b) approval by the Corporation’s stockholders of a merger,
consolidation or reorganization involving the Corporation and the corporation
resulting from the merger, consolidation or reorganization (the “Surviving
Corporation”) does not assume the SLM Corporation Incentive Plan; (c) approval
by the Corporation’s stockholders of merger, consolidation or reorganization
involving the Corporation and the Surviving Corporation assumes the SLM
Corporation Incentive Plan but, either (I) the stockholders of the Corporation
immediately before such merger, consolidation or reorganization own, directly
or indirectly immediately following such merger, consolidation or
reorganization, less than fifty percent (50%) 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
(II) less than 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; (d) approval by the Corporation’s stockholders of a
complete liquidation or dissolution of the Corporation; or (e) such other
events as the Board of Directors or a Committee of the Board of Directors from
time to time may specify.


 


2.05        “Cash
Acceleration Change in Control”  means, in addition to an occurrence of an
Equity Acceleration Change in Control event as defined above, (a) the sale
of all or substantially all of the assets of the Corporation or (b) with
regard only to an Eligible Officer whose primary responsibilities are within a
business segment as described in the Corporation’s financial statements, the
sale of all or substantially all of the assets of such a business segment.


 


2.06        “For
Cause”  means a
determination by the Committee (as defined herein) that there has been a
willful and continuing failure of an Eligible Officer to perform substantially
his duties and responsibilities (other than as a result of Eligible Officer’s
death or Disability) and, if in the judgment of the Committee such willful and
continuing failure may be cured by an Eligible Officer, that such failure has
not been cured by an Eligible Officer within ten (10) business days after
written notice of such was given to Eligible Officer by the Committee, or that
Eligible Officer has committed an act of Misconduct (as defined below).  For purposes of this Plan, “Misconduct” shall
mean: (a) embezzlement, fraud, conviction of a felony crime, pleading
guilty or nolo contender to a felony crime, or breach of fiduciary duty or
deliberate disregard of the Corporation’s Code of Business Code; (b) personal
dishonesty of Eligible Officer materially injurious to the Corporation; (c) an
unauthorized disclosure of any Proprietary Information; or (d) competing
with the Corporation while employed by the Corporation or during the Restricted
Period, in contravention of the non-competition and non-solicitation agreements
substantially in the form provided in Exhibit A upon termination of
employment.


 


2.07        “Termination
of Employment For Good Reason” 
means an Eligible Officer’s decision to resign from his employment due
to (a) a material reduction in the position or responsibilities of
Eligible Officer; (b) a reduction in Eligible Officer’s Base Salary or a
material reduction in Eligible Officer’s compensation arrangements or benefits,
(provided that variability in the value of stock-based compensation or in the
compensation provided under the SLM Corporation Incentive Plan or a successor
plan shall not be deemed to cause a material reduction in compensation); or (c) a
relocation of the Eligible Officer’s primary work location to a distance of
more than seventy-five (75) miles from its location as of the date of this Plan
without the consent of Eligible Officer, unless such relocation results in the
Eligible Officer’s primary work location being closer to Eligible Officer’s
then primary residence or does not substantially increase the average commuting
time of Eligible Officer.


 


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2.08        “Termination
Date”  has the
following meaning.  For purposes of a “Termination
by Eligible Officer For Good Reason,” Termination Date means the date that the
Eligible Officer submits his written notice of resignation to the Corporation;
provided, however, that if the decision to resign is due to clause (a) of
the definition of “Termination by Eligible Officer For Good Reason,” the
Termination Date means the date that is six months following the date that the
Eligible Officer submits his written notice of resignation to the
Corporation.  For purposes of a “Termination
of Employment by Corporation Without Cause,” Termination Date means the date
the Corporation delivers written notice of termination to the Eligible Officer.


 


2.09        “Termination
of Eligible Officer’s Employment Without Cause”  means termination of an Eligible Officer’s
employment by the Corporation for any reason other than “For Cause” or on
account of death or disability, as defined in the Corporation’s long-term
disability policy in effect at the time of termination (“Disability”).


 


ARTICLE 3


 


ELIGIBILITY
AND BENEFITS


 


3.01        Eligible Officers.  Officers of SLM Corporation with the titles
of Senior Vice President, Executive Vice President, President and/or Chief
Operating Officer at the time of a Change in Control are eligible for benefits
under this Plan (the “Eligible Officers”). 
Thomas J. Fitzpatrick, Chief Executive Officer, is not an Eligible
Officer under this Plan and any compensation and benefits due to Mr. Fitzpatrick
upon a change in control of the Corporation shall be paid under the terms of
the employment agreements dated January 1, 2002 and June 1, 2005.  C.E. Andrews is an Eligible Officer under
this Plan and is entitled to the greater of the payments and benefits under
this Plan or the payments and benefits due upon a change in control pursuant to
the employment agreement between Mr. Andrews and the Corporation, dated February 24,
2003.


 


3.02        Single Trigger Change-in-Control Benefits.  Upon an Equity Acceleration
Change in Control, all outstanding and unvested equity awards held by an
Eligible Officer and granted under the SLM Corporation Management Incentive
Plan or the SLM Corporation Incentive Plan shall become vested and
non-forfeitable.


 


3.03        Double Trigger Change-in-Control Benefits.  An Eligible Officer shall be entitled to
receive a severance payment (the “Severance Payment”) and continuation of
medical and dental insurance benefits if within the first 24-month period after
the occurrence of a Cash Acceleration Change in Control, either: (I) the
Eligible Officer gives written notice of his


 


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Termination of Employment for Good
Reason, provided that if such notice is on account of a decision to resign due
to clause (a) of the definition of “Termination by Eligible Officer For
Good Reason,” such Eligible Officer continues his employment for a 6-month
period following the delivery of such notice or (II) upon a Termination of
Eligible Officer’s Employment Without Cause.


 


(a)  The amount
of the Severance Payment shall equal two times the sum of the Eligible Officer’s
Base Salary and Bonus plus a cash payment equal to the Eligible Officer’s
target annual bonus amount for the year in which the Termination Date occurs,
such target bonus amount to be prorated for the full number of months in the
final year that the Eligible Officer was employed by the Corporation.  The Severance Payment shall be made to the
Eligible Officer in a single lump sum cash payment following the date that the
Eligible Officer becomes entitled to a Severance Payment.


 


(b)  For 24
months following the Eligible Officer’s Termination Date, the Eligible Officer
and his eligible dependents or survivors shall be entitled to continue to
participate in any medical and dental insurance plans generally available to
the senior management of the Corporation, as such plans may be in effect from
time to time on the terms generally applied to actively employed senior
management of the Corporation, including any Eligible Officer cost-sharing
provision.  Eligible Officer shall cease
to be covered under the foregoing medical and/or dental insurance plans if he
becomes eligible to obtain coverage under medical and/or dental insurance plans
of a subsequent employer.


 


(c)  All payments
and benefits provided under this Section 3.03 are conditioned on the
Eligible Officer’s continuing compliance with this Plan and the Eligible
Officer’s execution (and effectiveness) of a release of claims and covenant not
to sue and non-competition and non-solicitation agreements substantially in the
form provided in Exhibit A upon termination of employment.


 


3.04.       Tax Effect of Payments.
(a)  Excise Tax Gross-Up.  If, as a
result of payments provided for under or pursuant to this Plan together with
all other payments in the nature of compensation provided to or for the benefit
of an Eligible Officer under any other agreement in connection with a Equity
Acceleration Change in Control and/or Cash Acceleration Change in Control (the “Total
Payments”), the Eligible Officer becomes subject to taxes of any state, local
or federal taxing authority that would not have been imposed on such payments
but for the occurrence of a Equity Acceleration Change in Control and/or Cash
Acceleration Change in Control, including any excise tax under Section 4999
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the “Code”) and any successor or comparable provision, then, in
addition to any other benefits provided under or pursuant to this Plan or
otherwise, the Corporation (including any successor to the Corporation) shall
pay to the Eligible Officer at the time any such payments are made, an amount
equal to the amount of any such taxes imposed or to be imposed on the Eligible
Officer (the amount of any such payment, the “Parachute Tax Reimbursement”).  In addition, the Corporation (including any
successor to the Corporation) shall “gross up” such Parachute Tax Reimbursement
by paying to the Eligible Officer at the same time an additional amount equal
to the aggregate amount of any additional taxes (whether income taxes, excise
taxes, special taxes, employment taxes or otherwise) that are or will be
payable by the Eligible Officer as a result of the Parachute Tax Reimbursement
being paid or payable to the Eligible Officer and/or as a result of the
additional amounts paid or payable to the Eligible Officer pursuant to this
sentence, such that after payment of such additional taxes the Eligible Officer
shall have been paid on a net after-tax basis an amount equal to the Parachute
Tax Reimbursement.


 


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(b) 
Determination by Auditors.  All
mathematical determinations and all determinations of whether any of the Total
Payments are “parachute payments” (within the meaning of section 280G of
the Code) that are required to be made under this Section 3, shall be made
by the independent auditors retained by the Corporation most recently prior to
the Change in Control (the “Auditors”), who shall provide their determination
(the “Determination”), together with detailed supporting calculations, both to
the Corporation and to the Eligible Officer promptly following the Eligible
Officer’s Termination Date, if applicable, or such earlier time as is requested
by the Corporation. Any Determination by the Auditors shall be binding upon the
Corporation and the Eligible Officer, absent a binding determination by a
governmental taxing authority that a greater or lesser amount of taxes is
payable by the Eligible Officer. The Corporation shall pay the fees and costs
of the Auditors. If the Auditors do not agree to perform the tasks contemplated
by this Section 3, then the Corporation shall promptly select another
qualified accounting firm to perform such tasks.


 


3.05.       Section 409A.  Notwithstanding anything herein to the
contrary, to the extent that the Committee determines, in its sole discretion,
that any payments or benefits to be provided hereunder to or for the benefit of
an Eligible Officer who is also a “specified employee” (as such term is defined
under Section 409A(a)(2)(B)(i) of the Code or any successor or
comparable provision) would be subject to the additional tax imposed under Section 409A(a)(1)(B) of
the Code or any successor or comparable provision, the commencement of such
payments and/or benefits shall be delayed until the earlier of (x) the
date that is six months following the Termination Date or (y) the date of
the Eligible Officer’s death or disability (within the meaning of Section 409A(a)(2)(C) of
the Code or any successor or comparable provision) (such date is referred to
herein as the “Distribution Date”).  In
the event that the Committee determines that the commencement of any of the
benefits to be provided under Section 3.03(b) are to be delayed
pursuant to the preceding sentence, the Corporation shall require the Eligible
Officer to bear the full cost of such benefits until the Distribution Date at
which time the Corporation shall reimburse the Designated Employee for all such
costs.


 


ARTICLE 4


 


WELFARE
BENEFIT COMMITTEE


 


4.01        Welfare Benefit Plan Committee.  The Plan shall be administered by the Welfare
Benefit Plan Committee, appointed by and serving at the pleasure of the Board
of Directors and consisting of at least three (3) officers of the
Corporation (the “Committee”).


 


4.02        Powers. The Committee shall have full power,
discretion and authority to interpret, construe and administer the Plan and any
part hereof, and the Committee’s interpretation and construction hereof, and
any actions hereunder, shall be binding on all persons for all purposes.  The Committee shall provide for the keeping
of detailed, written minutes of its actions. 
The Committee, in fulfilling its responsibilities may (by way of
illustration and not of limitation) do any or all of the following:


 


(i)            allocate among its members, and/or delegate
to one or more other persons selected by it, responsibility for fulfilling some
or all of its responsibilities under the Plan in accordance with Section 405(c) of
ERISA;


 


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(ii)           designate one or more of its members to sign
on its behalf directions, notices and other communications to any entity or
other person;


 


(iii)          establish rules and regulations with
regard to its conduct and the fulfillment of its responsibilities under the
Plan;


 


(iv)          designate other persons to render advice with
respect to any responsibility or authority pursuant to the Plan being carried
out by it or any of its delegates under the Plan; and


 


(v)           employ legal counsel, consultants and agents
as it may deem desirable in the administration of the Plan and rely on the
opinion of such counsel.


 


4.03        Action by Majority.  The majority of the members of the Committee
in office at the time will constitute a quorum for the transaction of
business.  All resolutions or other
actions taken by the Committee will be by the vote of the majority at any
meeting or by written instrument signed by the majority.


 


ARTICLE 5


 


CLAIM FOR BENEFITS UNDER THIS PLAN


 


5.01        Claims for Benefits under this Plan.   A condition precedent to
receipt of severance benefits is the execution of an unaltered release of
claims in form and substance prescribed by the Corporation.  If an Eligible Officer believes that an
individual should have been eligible to participate in the Plan or disputes the
amount of benefits under the Plan, such individual may submit a claim for
benefits in writing to the Committee within sixty 60 days after the individual’s
termination of employment.  If such claim
for benefits is wholly or partially denied, the Committee shall within a
reasonable period of time, but no later than 90 days after receipt of the
written claim, notify the individual of the denial of the claim.  If an extension of time for processing the
claim is required, the Committee may take up to an additional 90 days, provided
that the Committee sends the individual written notice of the extension before
the expiration of the original 90-day period. 
The notice provided to the individual will describe why an extension is
required and when a decision is expected to be made.  If a claim is wholly or partially denied, the
denial notice:  (1) shall be in
writing, (2) shall be written in a manner calculated to be understood by
the individual, and (3) shall contain (a) the reasons for the
denial, including specific reference to those plan provisions on which the
denial is based; (b) a
description of any additional information necessary to complete the claim and
an explanation of why such information is necessary; (c) an explanation of the steps to be taken to appeal the
adverse determination; and (d) a
statement of the individual’s right to bring a civil action under section 502(a) of
ERISA following an adverse decision after appeal.  The Committee shall have full
discretion consistent with their fiduciary obligations under ERISA to deny or
grant a claim in whole or in part.  If
notice of denial of a claim is not furnished in accordance with this section,
the claim shall be deemed denied and the claimant shall be permitted to
exercise his rights to review pursuant to Section 9.02 and 9.03.


 


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5.02        Right to Request Review of Benefit Denial.   Within 60 days of the
individual’s receipt of the written notice of denial of the claim, the
individual may file a written request for a review of the denial of the
individual’s claim for benefits In connection with the individual’s appeal of
the denial of his benefit, the individual may submit comments, records,
documents, or other information supporting the appeal, regardless of whether
such information was considered in the prior benefits decision. Upon request
and free of charge, the individual will be provided reasonable access to and
copies of all documents, records and other information relevant to the claim.


 


5.03        Disposition of Claim.   The Committee shall deliver to the
individual a written decision on the claim promptly, but not later than 60 days
after the receipt of the individual’s written request for review, except that
if there are special circumstances which require an extension of time for
processing, the 60-day period shall be extended to 120 days; provided that the
appeal reviewer sends written notice of the extension before the expiration of
the original 60-day period.  If the
appeal is wholly or partially denied, the denial notice will:  (1) be written in a manner calculated to
be understood by the individual, (2) contain references to the specific
plan provision(s) upon which the decision was based; (3) contain a
statement that, upon request and free of charge, the individual will be
provided reasonable access to and copies of all documents, records and other
information relevant to the claim for benefits; and (4) contain a
statement of the individual’s right to bring a civil action under section 502(a) of
ERISA.


 


5.04        Exhaustion.  An
individual must exhaust the Plan’s claims procedures prior to bringing any
claim for benefits under the Plan in a court of competent jurisdiction.


 


ARTICLE 6


 


MISCELLANEOUS


 


6.01        Successors.  (a)  Any successor (whether direct or
indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Corporation’s business and/or
assets, or all or substantially all of the business and/or assets of a business
segment of the Corporation shall be obligated under this Plan in the same
manner and to the same extent as the Corporation would be required to perform
it in the absence of a succession.


 


(b)  This Plan
and all rights of the Eligible Officer hereunder shall inure to the benefit of,
and be enforceable by, the Eligible Officer’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.


 


6.02        Creditor Status of Eligible Officers.  In the event that any Eligible
Officer acquires a right to receive payments from the Corporation under the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Corporation.


 


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6.03        Facility of Payment.  If it shall be found that (a) an
Eligible Officer entitled to receive any payment under the Plan is physically
or mentally incompetent to receive such payment and to give a valid release
therefor, and (b) another person or an institution is then maintaining or
has custody of such Eligible Officer, and no guardian, committee, or other
representative of the estate of such person has been duly appointed by a court
of competent jurisdiction, the payment may be made to such other person or
institution referred to in (b) above, and the release shall be a valid and
complete discharge for the payment.


 


6.04        Notice of Address.   Each Eligible Officer entitled to benefits
under the Plan must file with the Corporation, in writing, his post office
address and each change of post office address. 
Any communication, statement or notice addressed to such Eligible
Officer at such address shall be deemed sufficient for all purposes of the
Plan, and there shall be no obligation on the part of the Corporation to search
for or to ascertain the location of such Eligible Officer.


 


6.05        Headings.  The
headings of the Plan are inserted for convenience and reference only and shall
have no effect upon the meaning of the provisions hereof.


 


6.06        Choice of Law.  The
Plan shall be construed, regulated and administered under the laws of the
Commonwealth of Virginia (excluding the choice-of-law rules thereto),
except that if any such laws are superseded by any applicable Federal law or
statute, such Federal law or statute shall apply.


 


6.07        Construction.  Whenever used herein, a masculine pronoun
shall be deemed to include the masculine and feminine gender, a singular word
shall be deemed to include the singular and plural and vice versa in all cases
where the context requires.


 


6.08        Termination; Amendment; Waiver.  (a)  Prior to the occurrence of either an Equity Acceleration Change in
Control or a Cash Acceleration Change in Control, the Board of Directors, or a
delegated Committee of the Board, may amend or terminate the Plan at any time
and from time to time. Termination or amendment of the Plan shall not affect
any obligation of the Corporation under the Plan which has accrued and is
unpaid as of the effective date of the termination or amendment. Unless and
until an Equity Acceleration Change in Control and/or a Cash Acceleration
Change in Control shall have occurred, an Eligible Officer shall not have any
vested rights under the Plan or any agreement entered into pursuant to the
Plan.


 


(b)  From and after the occurrence of either an Equity Acceleration
Change in Control or a Cash Acceleration Change in Control, no
provision of this Plan shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the
Eligible Officer and by an authorized officer of the Corporation (other than
the Eligible Officer).  No waiver by
either party of any breach of, or of compliance with, any condition or
provision of this Agreement by the other party shall be considered a waiver of
any other condition or provision or of the same condition or provision at
another time.


 


(c)  Notwithstanding anything herein to the
contrary, the Board of Directors may, in its sole discretion, amend the Plan
(which amendment shall be effective upon its adoption or at such other time
designated by the Board of Directors) at any time prior to an Equity
Acceleration Change in Control and/or Cash Acceleration Change in Control as
may be necessary to avoid the 


 


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imposition of
the additional tax under Section 409A(a)(1)(B) of the Code; provided,
however, that any such amendment shall be implemented in such a manner as to
preserve, to the greatest extent possible, the terms and conditions of the Plan
as in existence immediately prior to any such amendment.


 


6.09        Whole Agreement.   This Plan contains all the legally binding
understandings and agreements between the Eligible Officer and the Corporation
pertaining to the subject matter thereof and supersedes all such agreements,
whether oral or in writing, previously entered into between the parties.


 


6.10        Withholding Taxes.  All payments made under this Plan shall be
subject to reduction to reflect taxes required to be withheld by law.


 


6.11        No Assignment.   The rights of an Eligible Officer to payments
or benefits under this Plan shall not be made subject to option or assignment,
either by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor’s
process, and any action in violation of this Section 6.11 shall be void.


 


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Exhibit A


 


AGREEMENT AND RELEASE


 


SLM
Corporation has established the SLM Corporation Change in Control Several Plan
for Senior Officers (the “Plan”).  As a
condition to receiving compensation and benefits set forth in the Plan (the “Plan
Benefits”), I agree as follows:


 


(1)           In
consideration of the Plan Benefits, I promise and agree to release SLM
Corporation, its subsidiaries, affiliates, predecessors, successors, and any
related companies, (collectively “SLM”) and the former and current officers,
employees, directors, and benefits plan trustees of any of them from all
actions, causes of action, suits, claims or demands that I ever had, now have
or may have in the future, based on my employment with SLM, or with any of the
other entities described above, or based on the termination of that
employment.  I understand this includes
the release of any rights or claims I may have under the Age Discrimination in
Employment Act (“ADEA”), which prohibits age discrimination in employment; the
Americans with Disabilities Act (“ADA”), which prohibits discrimination on the
basis of disability; the Family and Medical Leave Act (“FMLA”), which provides
certain job protections for employees who take medical or family leave; Title
VII of the Civil Rights Act of 1964 (“Title VII”), which prohibits
discrimination in employment based on race, color, national origin, religion
and sex; applicable state employment discrimination laws; the Uniformed
Services Employment and Reemployment Rights Act of 1994, as amended; the
Vietnam Era Veteran’s Readjustment Act of 1974 which prohibits discrimination
on the basis of veteran status; the Worker Adjustment and Retraining
Notification Act (“WARN”), which provides certain notice requirements for plant
closings and mass layoffs; claims for individual relief under the
Sarbanes-Oxley Act of 2002; claims pursuant to any other federal, state, or
local laws regarding discrimination based on age, race, color, sex, disability,
pregnancy, religion, national origin, creed, familial status, public assistance
status, ancestry, matriculation, political affiliation, genetic information,
atypical hereditary cellular or blood trait, veteran status, personal
appearance, family responsibilities, use of lawful products outside the
workplace, sexual orientation, marital status, or any unlawful basis, and
claims for alleged violations of any other local, state or federal law,
regulation, ordinance, public policy or common law duty having any bearing
whatsoever upon the terms and conditions of, and/or the cessation of my
employment with SLM or any of the other entities covered by this Agreement and
Release.


 


I understand
this also includes a release by me of claims for breach of express or implied
contract, Fair Labor Standards Act, defamation, negligent hiring,
investigation, retention, or supervision, fraudulent or negligent
misrepresentation, intentional interference with an advantageous business
relationship, assault, battery, false imprisonment, fraud, false arrest, Fair
Credit Reporting Act, invasion of privacy, wrongful discharge, constructive
discharge, breach of an implied covenant of good faith and fair dealing,
promissory estoppel, public policy tort, negligent or intentional infliction of
emotional distress, or other claims for personal injury and any claims under
the Employee Retirement Income Security Act of 1974 (except for claims under
the Employee Retirement Income Security Act for benefits due under the terms of
an employee benefit plan).  This release
is intended to cover all claims in existence as of the date of this Agreement,
including both claims that I know about and those I may not know.


 


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I further represent that I have not filed any
complaints, charges, or lawsuits against SLM, or any of the entities or
individuals covered by this Agreement and Release, with any governmental
agency, self-regulating agency or any court, and promise that I will not do so
at any time hereafter regarding any matter covered by this Agreement and
Release; provided, however, that this shall not limit me from bringing an
action for the sole purpose of (a) enforcing my rights under this
Agreement and Release or (b) enforcing any claims that arise under the Age
Discrimination in Employment Act after I have signed this Agreement and
Release.  I further represent that I have
incurred no work-related injury.  I
further waive any right to payment of attorneys’ fees, which I may have
incurred, other than any rights I may have under the By-Laws of the Corporation.
It is understood and agreed that by entering into this Agreement and Release,
SLM does not admit any violation of law, or any of employee’s rights, and has
entered into this Agreement and Release solely in the interest of resolving
finally all claims and issues relating to employee’s employment and separation.
I agree to return all company property in
my possession.


 


I have not
reported any illegal conduct or activities to any supervisor, manager,
department head, human resources representative, director, officer, agent or
any other representative of SLM, to any member of the legal or compliance
departments, or to the Code of Business Conduct hotline and have no knowledge
of any such illegal conduct or activities.


 


(2)           If
I break my promises in the preceding section of this Agreement and Release
and file a complaint, charge or lawsuit based on a legal claim that I have
released, I agree that I will pay for all costs incurred by SLM or any entities
or individuals covered by this Agreement and Release, including reasonable
attorneys’ fees, in defending against my claim. Nothing in this Agreement
prohibits or restricts me from: (a) making any disclosure of information
required by law; (b) testifying in, providing information to, or assisting
in an investigation or proceeding brought by any governmental or regulatory
body or official; or (c) from testifying, participating in or otherwise
assisting in a proceeding relating to an alleged violation of any federal or
state employment law or any federal law relating to fraud or any rule or
regulation of the Securities and Exchange Commission or any self-regulatory
organization.  Notwithstanding anything
to the contrary in this paragraph, I hereby waive and release any right to
receive any relief as a result of my participating in any investigation or
proceeding of the U.S. Department of Labor, EEOC, or any federal, state, or
local government agency or court.


 


I further agree that any dispute regarding
any aspect of this Agreement and Release or any act which allegedly has or
would violate any provision of this Agreement and Release (“arbitrable dispute”)
will be submitted to arbitration in Fairfax County, Virginia in accordance with
the rules of the American Arbitration Association, as the exclusive remedy
for such claims or dispute. This Agreement and Release shall be governed in all
respects by the substantive laws of the Commonwealth of Virginia, without
regard to its provisions relating to conflict of laws.  This Section (2) does not apply to
disputes concerning the Age Discrimination in Employment Act (ADEA).


 


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(3)           I
understand and agree that this Agreement and Release, if not timely revoked, is
final and binding when executed by me.  I
promise not to thereafter challenge its enforceability. As a further limitation
on my rights to make such a challenge, I promise that before attempting to
challenge its enforceability, I shall tender initially to SLM by certified
check delivered to Joni Reich, SVP, Administration, all monies received by me
pursuant to this Agreement and Release, exclusive of the vacation payout and
final paycheck, and invite SLM to retain such monies and agree with me to
cancel this Agreement and Release.  Such
tender by me is a condition precedent to my challenging any portion of this
Agreement and Release.  In the event SLM
accepts this offer, it shall retain such monies and the Agreement and Release
shall be canceled.  In the event SLM does
not accept this offer, it shall so notify me, and shall place such monies in an
interest-bearing escrow account pending resolution of the dispute between me
and SLM as to whether this Agreement and Release shall be set aside and/or
otherwise rendered unenforceable. In the event I do not prevail in any action
to challenge this Agreement and Release, I understand that I am not entitled to
receive back any portion of the amount tendered by me pursuant to this Section (3).
This paragraph does not apply to disputes concerning the Age Discrimination in
Employment Act (ADEA).


 


(4)           This
Agreement and Release shall not be offered or received in evidence in any
action or proceeding in any court, arbitration, administrative agency or other
tribunal for any purpose whatsoever other than to carry out or enforce the
provisions of this Agreement.


 


(5)           I
further promise not to disparage SLM or any other entity or person covered by
this Agreement and Release.


 


(6)           In
addition, in consideration of the Plan Benefits, I hereby assign to SLM my
entire right, title, and interest in any idea, concept, trade secret,
technique, invention, design, computer programs and related documentation,
other works of authorship, mask works, and the like (all hereinafter called “Developments”),
made conceived, written, or otherwise created solely or jointly by me, whether
or not such Developments are patentable, subject to copyright protection or
susceptible to any other form of protection which: (a) relate to the
actual or anticipated business or research or development of SLM or (b) are
suggested by or resulted from any task assigned to me or work performed by me
for or on behalf of SLM. The above provisions concerning assignment of
Developments apply to Developments created while I have been employed by one or
more of SLM’s affiliates, subsidiaries, predecessors or successors in an
executive, managerial, professional, product or technical planning, marketing,
administrative, sales, technical, research, programming, or engineering
capacity (including development, product, manufacturing, systems, applied
science, and field engineering).  I
acknowledge that the copyright and any other intellectual property right in
designs, computer programs and related documentation, and other works of
authorship, created within the scope of my employment, belong to SLM by
operation of law.  In connection with any
of the Developments assigned I will, on SLM’s request, promptly execute a
specific assignment of title to SLM or its designee, and do anything else
reasonably necessary to enable SLM or such designee to acquire, transfer,
maintain, secure, and enforce a patent, copyright or other form of protection
in the United States and in other countries. I agree to assist SLM in
obtaining, securing, perfecting, maintaining, and/or enforcing such
intellectual property, and agree to execute all documents and give witness
where necessary.  In the event SLM is unable, after reasonable efforts to secure my
signature on any letter patent, copyright, or other analogous protection
relating to an invention, whether because of my physical or mental incapacity
or for any other reason whatsoever, I hereby irrevocably designate and appoint
SLM and its duly authorized officer and agents as my agent and
attorney-in-fact, to act for any in SLM’s behalf and stead to execute and file
any such application or applications and to do all lawfully permitted acts to
further prosecution and issuance of letter patent, copyright or other analogous
protection thereon with the same legal force and effect as if executed by
me.  In addition, I agree to
promptly notify SLM’s General Counsel in writing of any patent or patent
application in which I am an inventor, but which is not assigned by this
paragraph, and which discloses or claims any Development made, conceived, or
written while I was employed by SLM.  SLM
and its licensees, successors, or assigns (direct or indirect) are not required
to designate me as an author of any Development which is subject to this
paragraph, when it is distributed, publicly or otherwise, or to secure my
permission to change or otherwise alter its integrity.  I hereby waive and release, to the extent
permitted by law, all rights in and to such designation and any rights I may
have concerning modifications of such Developments.  I understand that any rights, waivers,
releases, and assignments herein granted and made by me are freely assignable
by SLM and are for the benefit of SLM and its subsidiaries, licensees,
successors, and assigns.


 


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(7)           Except
as required by statute, regulation or court order, or pursuant to written
consent given by SLM’s General Counsel, I agree not to disclose to anyone else
any of the information or materials which are proprietary or trade secrets of
SLM or are otherwise confidential.  In
addition, in consideration of the Plan Benefits, I hereby acknowledge that I
previously signed confidentiality, intellectual property, and non-solicitation
agreements with SLM and that I continue to be bound by the terms of those
agreements.


 


(8)           I
agree not to compete with SLM for the Restricted Period, which is defined as
the two-year period beginning with the date of my termination of employment
with SLM.  “Compete” shall mean directly
or indirectly through one or more intermediaries (a) working or serving as
a director, officer, employee, consultant, agent, representative, or in any
other capacity, with or without compensation, on behalf of one or more entities
engaged in SLM’s Business (as defined below) in the United States, Canada, or
any other country where SLM either engages in SLM’s Business at the time of my
termination or where SLM, at the time of my termination, has developed a
business plan or taken affirmative steps to engage in SLM’s Business; (b) soliciting
any current employees, customers, or business partners of SLM, soliciting any
former employees of SLM who were employed by SLM within 12 months of my date of
termination of employment, inducing any customer or business partner of SLM to
breach a contract with SLM or any principal for whom SLM acts as agent to
terminate such agency relationship; and/or (c) making statements about SLM
or its management reasonably determined by the Board of Directors to be disparaging.  For purposes of this provision, the term “SLM’s
Business” shall mean any business activity or line of business similar to the
type of business conducted by SLM at the time of my termination of employment
or which SLM at the time of my termination of employment or within one year
prior thereto have planned to enter into or conduct.  I expressly agree that the markets served by
SLM extends nationally, to Canada, and any other country where SLM is engaged
in business at the time of my termination of employment and are not dependent
on the geographic location of the executive personnel or the businesses by
which they are employed and that the restrictions set forth in this Section (8) are
reasonable and are no greater than are required for the protection of SLM.


 


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(9)           I
hereby acknowledge (a) that I initially received a copy of the original
draft of this Agreement and Release on or before
[INSERT DATE]; (b) that I
was offered a period of 21 days to review and consider it; (c) that I
understand I could use as much of the 21 day period as I wish prior to signing;
and (d) that I was strongly encouraged to consult with an attorney before
signing this Agreement and Release, and understood whether or not to do so was
my decision.


 


(10)         I
understand that I may revoke the waiver of the Age Discrimination in Employment
Act (ADEA) claims made in this Agreement within seven (7) days of my
signing.  Such revocation can be made by
delivering a written notice of revocation to Joni Reich, Senior Vice President,
Administration, Sallie Mae, Inc., 12061 Bluemont Way, MDC V5102, Reston,
VA 20190.  For this revocation to be
effective, written notice must be received by Ms. Reich no later than the
close of business on the seventh day after the Agreement is signed. If I revoke the waiver of the Age Discrimination
in Employment Act (ADEA) claims made in this Agreement and Release within seven
(7) days of my signing, my waiver and release of claims under the ADEA
shall not be effective or enforceable and I will not receive 70% of the Plan
Benefits.


 


(11)         If
any provision of this Agreement and Release is held by a court of competent
jurisdiction or by an arbitrator to be contrary to law, the remaining
provisions of this Agreement and Release will remain in full force and effect.


 


(12)         These
documents set forth the entire agreement between SLM and me, and I believe the
agreement to be fair and reasonable. 
This Agreement and Release may not be modified or canceled in any
manner, except in writing signed by both SLM and me.  I sign these documents freely, knowingly and
voluntarily.  I acknowledge that I have
not relied upon any representation or statement, written or oral, not set forth
in these documents.


 


(13)         In addition, in consideration of the payments and benefits described
above, I further agree to cooperate with Sallie Mae, Inc. (“SMI”), its
affiliates, and its legal counsel in any legal proceedings currently pending or
brought in the future against SMI, including, but not limited to: (1) participation
as a witness; (2) drafting, producing, and reviewing documents; (3) assisting
with interviews; and (4) contacting SMI.


 


I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND
ALL OF THE PROVISIONS OF THIS AGREEMENT AND RELEASE, AND THAT I AM VOLUNTARILY
ENTERING INTO IT.


 


	
   

  	
   

  	
   

  	
   

  
	
  [INSERT NAME]

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Joni Reich

  	
   

  	
  Date

  	
   

  
	
  Senior Vice President, Administration

  	
   

  	
   

  	
   

  
	
  SLM Corporation

  	
   

  	
   

  	
   

  



 


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