exv10w47






Exhibit 10.47




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 5, 2011 is entered into by and
between Laurent C. Lutz, a resident of the State of Illinois (“Executive”), and SLM Corporation, a
corporation organized and existing under the laws of the State of Delaware (the “Company”).



     WHEREAS, the Board of Directors of the Company (“Board”) wishes to retain Executive as
Executive Vice President and General Counsel of the Company, and Executive wishes to accept such
employment with the Company, in each case, on the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and
intending to be legally bound, the parties, subject to the terms and conditions set forth herein,
agree as follows:



     1. Employment and Term. Executive hereby agrees to be employed as Executive Vice
President and General Counsel of the Company and the Company hereby agrees to retain Executive as
Executive Vice President and General Counsel. Executive’s employment under this Agreement may be
maintained through the Company or another wholly owned subsidiary of the Company used to employ the
Company executives, and in such case any reference in this Agreement to employment or termination
of employment with the Company shall be deemed to include employment or termination of employment
with SLM Corporation or such other subsidiary. The term of this Agreement and of Executive’s
employment as Executive Vice President and General Counsel under this Agreement shall be the period
commencing on January 5, 2011 (the “Commencement Date”) and ending on the earlier of January 5,
2013 and the effective date of any termination pursuant to the provisions of Section 13 (the
“Term”).



     2. Duties and Title. During the Term, Executive will have the title of Executive
Vice President and General Counsel of the Company. Executive agrees to assume such duties and
responsibilities as may be reasonably assigned to Executive from time to time by the Board or the
Company’s Chief Executive Officer, which duties shall include, but not be limited to, (i)
day-to-day administrative and management oversight of the Company’s Legal and corporate secretarial
functions, (ii) collaboration with the Company’s Chief Executive Officer and Chief Financial
Officer with regard to relationships involving regulators, rating agencies and investor relations
and (iii) assisting the Chief Executive Officer in the day-to-day administrative and management
oversight of the Company’s Compliance and Internal Audit functions. The Executive shall report
directly to the Company’s Chief Executive Officer and shall work based out of the Company’s Newark,
Delaware offices. The Company agrees that Executive shall be permitted to work remotely in Chicago
one business day per week for up to six months after the Commencement Date, and the Company
acknowledges that Executive and/or Executive’s family may not relocate to the Delaware area prior
to July, 2011. As requested by the Chief Executive Officer, Executive shall assume such additional



 









 




positions with respect to subsidiaries of the Company as necessary or appropriate in furtherance of
his responsibilities.




     3. Other Business Activities. During the Term, Executive agrees to devote such
time, attention, skill and efforts to the business and affairs of the Company as may be required by
the Chief Executive Officer or the Board and/or necessary to discharge the duties and
responsibilities assigned to Executive hereunder. Executive shall serve the Company faithfully and
to the best of his ability. In furtherance of the foregoing, and not by way of limitation, for so
long as he remains employed by the Company hereunder, Executive shall not directly or indirectly
engage in any other business activities or pursuits, except for (a) those arising from positions
held as of the Commencement Date as a director or otherwise with charitable or business
organizations, and (b) with prior notice to the Chief Executive Officer, activities in connection
with (i) service as a volunteer, officer or director or in a similar capacity of any charitable or
civic organization, and (ii) serving as a director, executor, trustee or in another similar
fiduciary capacity for a non-commercial entity; provided, however, that any such activities do not
conflict with or materially interfere with Executive’s performance of his responsibilities and
obligations pursuant to this Agreement.



     4. Base Salary. During the Term, the Company shall pay Executive a salary at the
annual rate of $500,000 (the “Base Salary”). The Base Salary shall be inclusive of all applicable
income, Social Security and other taxes and charges which are required by law or requested to be
withheld by Executive and which shall be withheld and paid in accordance with the Company’s normal
payroll practice for its similarly situated executives as in effect from time to time.



     5. Annual Incentive Compensation. Executive shall participate in the Company’s
annual incentive compensation program(s) for executive officers as provided in the SLM Corporation
2009-2012 Incentive Plan (or any successor plan) as such may be amended from time to time and (the
“Incentive Plan”), subject to the limitations and conditions set forth therein or in any successor
plan. During the Term, the maximum bonus opportunity available for Executive under the Incentive
Plan shall not be less than one and one-half (1.5) times his Base Salary (“Annual Incentive
Compensation Opportunity”). Executive’s Incentive Compensation shall, except as otherwise stated
in this Agreement, be payable in the same form and proportions of cash and/or equity awards as the
Company’s other executive officers.



     6. Initial Stock Option Award. As a material inducement for Executive to accept
employment with the Company, on the Commencement Date, Executive will be granted a stock option
award covering two hundred thousand (200,000) shares of the Company’s common stock which will be
granted under the Incentive Plan (the “Initial Stock Option” pursuant to a stock option agreement
substantially in the form of Exhibit B hereto (the “Initial Stock Option Agreement”).




     6.1 Exercise Price; Net Exercise of Option. The Initial Stock Option
shall have a per share exercise price equal to the per share closing price of the



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Company’s common stock on the Commencement Date and shall be net settled according to the
standard terms and conditions applicable to officer options granted under the Incentive
Plan.




     6.2 Vesting and Exercisability. The extent to which the Initial Stock
Option vests and becomes exercisable shall be determined under this Section 6.2 and
Sections 8.1 and 8.2 and the form of stock option agreement. The Initial Stock Option
shall become vested and exercisable ratably as follows: one-third on the first anniversary
of the Commencement Date, one-third on the second anniversary of the Commencement Date and
the remainder on the third anniversary of the Commencement Date; provided, however,
provided, however, the Initial Stock Option shall earlier vest its entirety upon the
Executive’s death or Disability (as defined herein).



     7. Initial Restricted Stock Award. On the Commencement Date, Executive shall be
granted a restricted stock award covering one hundred thousand (100,000) shares of the Company’s
common stock and granted to Executive under the Incentive Plan (the “Restricted Stock” pursuant to
a restricted stock award agreement substantially in the form of Exhibit C attached hereto (the
“Restricted Stock Agreement”) and shall be net settled according to the standard terms and
conditions applicable to officer restricted stock granted under the Incentive Plan.



          7.1 Vesting. The extent to which the Restricted Stock vests shall be determined
under this Section 7.1 and Sections 8.1 and 8.2 and the Restricted Stock Agreement. The Restricted
Stock Award shall vest ratably one-third on the first anniversary of the Commencement Date,
one-third on the second anniversary of the Commencement Date and the remainder on the third
anniversary of the Commencement Date; provided, however, all of the shares of Restricted Stock
shall earlier vest in their entirety upon the Executive’s death or Disability (as defined herein).



     8. Additional Terms Applicable to the Initial Stock Option and the Restricted
Stock.




     8.1 Expiration. If the Executive’s employment is terminated during the
term hereof (i) by the Company other than for Cause (as hereinafter defined) or (ii) by the
Executive as a Termination For Good Reason (as hereinafter defined), the Initial Stock
Option and the Restricted Stock shall continue to vest, become exercisable and settle as if
the Executive continued in active employment with the Company until the relevant vesting
dates and none of the Initial Stock Option or Restricted Stock shall be forfeited by reason
of such termination. Except as provided in Section 8.2, upon a termination by the Company
for Cause or by the Executive other than For Good Reason, any Initial Stock Options and any
Restricted Stock shall be forfeited and shall immediately expire and terminate to the
extent not vested on or before the date Executive’s employment with the Company as an
executive officer terminates. In addition, to the extent that the Initial Stock Option has
not been forfeited or previously exercised, the Initial



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Stock Option shall expire on the earlier of (a) the tenth anniversary of the date of their
grant, (b) the first anniversary of Executive’s termination of employment on account of
death or Disability (as defined herein) or (c) the date Executive’s employment is
terminated by the Company for Cause or by Executive other than a Termination for Good
Reason.




     8.2 Change of Control. Notwithstanding anything to the contrary in
Section 6.2, Section 7.1 and Section 8.1, vesting, exercise, and expiration of the Initial
Stock Options and vesting of the Restricted Stock in the context of any Equity Acceleration
Change of Control or Cash Acceleration Change of Control, each as defined in the Change of
Control Severance Plan for Senior Officers effective January 1, 2006, as amended by all of
the amendments through and including December 8, 2010 but without regard to any amendments
thereafter (the “Change in Control Severance Plan”), shall be governed by the terms of such
Change in Control Severance Plan, the Initial Stock Option Agreement and the Restricted
Stock Agreement.




     8.3 Other Terms and Conditions. The Initial Stock Options and Restricted
Stock shall be subject to all of the terms and provisions of the Incentive Plan and to the
extent not inconsistent with the Incentive Plan, the terms and conditions set forth in this
Agreement. To the extent not addressed or provided otherwise in this Agreement, the Initial
Stock Option Award and the Restricted Stock Award shall also be subject to the terms and
conditions of the Initial Stock Option Agreement and the Restricted Stock Agreement,
respectively, pursuant to which they are issued.




	 	9.	 	Other Benefits.






     (a) Retirement Plans. During the Term, to the extent permissible under
the terms of the applicable plans, Executive shall be entitled to participate in all
tax-qualified and non-tax-qualified pension plans maintained or contributed to by the
Company or for the benefit of its executives, including without limitation, the Sallie Mae
401(k) Savings Plan and the Sallie Mae Supplemental 401(k) Savings Plan (collectively, “the
Company Plans”), in accordance with the terms of the Company Plans as they may be amended
from time to time in the discretion of the Company.




     (b) Medical Insurance. During the Term, Executive shall be entitled to
participate in any medical and dental insurance plans generally available to the senior
management of the Company, in accordance with the terms of such plans as they may be
amended from time to time in the discretion of the Company.




     (c) Other Benefit Plans. Executive shall be entitled to receive or
participate in such further retirement, savings, deferred compensation, matching gift
program, life insurance, health or welfare benefit plans offered to the Company’s senior
management generally, in accordance with the terms of such



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plans as they may be amended from time to time in the discretion of the Company.




     (d) Expenses. The Company agrees to reimburse Executive for all
reasonable, ordinary and necessary business expenses incurred by Executive in performing
his duties pursuant to this Agreement, in accordance with the Company’s reimbursement
policies generally applicable to management personnel. In no event shall any such
reimbursement be paid later than the end of the calendar year following the year in which
the expense was incurred.




     (e) Relocation. The Company shall pay Executive a relocation allowance of
$27,500 a month for a period of six months from the Commencement Date, for Executive and
Executive’s family’s relocation expenses, including, without limitation, moving expenses,
real estate commissions and related real estate closing costs in connection with the sale
of his Chicago area home and the purchase of a Wilmington area home, temporary living
expenses, family house hunting trips, expenses to commute to and from Chicago until
Executive and his family relocates and related expenses of Executive. In addition, the
Company will reimburse Executive up to $100,000 in the event of a gross sales price from
the sale of Executive’s Chicago home is below Seller’s adjusted cost basis of $750,000 in
Executive’s existing Chicago home, which adjusted basis shall consist of the home’s
original purchase price, as stated on the closing statement for Seller’s purchase of the
home and documented additional costs for installation of central air conditioning, window
installation and damaged floorboard replacements. In the event Executive voluntarily
terminates employment with the Company other than a Termination For Good Reason within
twelve (12) months after the Commencement Date, Executive shall promptly reimburse and pay
the Company 100% of expenses actually expended by the Company on Executive’s behalf
pursuant to this section.




     (f) Indemnification. The Company shall indemnify Executive as provided in
the Company’s Articles of Incorporation and Bylaws, to the fullest extent provided to
directors and officers thereunder, as in effect as of the Commencement Date (regardless of
any subsequent changes to such Articles or Bylaws) with respect to Executive’s activities
on behalf of the Company.



     10. No Other Compensation. Except as set forth in Sections 4 through 9 above,
Executive shall have no right to any other remuneration from the Company in respect of his services
as Executive Vice President and General Counsel of the Company during the Term.



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     11. Nondisclosure of Confidential Information.



          (a) Executive and the Company acknowledge that Executive will, in the course of his
employment, come into possession of confidential, proprietary business and technical information,
and trade secrets of the Company and its subsidiaries (the “Proprietary Information”). Proprietary
Information includes, but is not limited to, the following:




          (i) Business Procedures. All information concerning or relating to the
way the Company and its subsidiaries conduct their business, which is not generally known
to the public or within the industry or trade in which the Company or its subsidiaries
compete (such as the Company contracts, internal business procedures, controls, plans,
licensing techniques and practices, supplier, subcontractor and prime contractor names and
contacts and other vendor information, computer system passwords and other computer
security controls, financial information, distributor information, and employee data) and
the physical embodiments of such information (such as check lists, samples, service and
operational manuals, contracts, proposals, printouts, correspondence, forms, listings,
ledgers, financial statements, financial reports, financial and operational analyses,
financial and operational studies, management reports of every kind, databases, employment
or personnel records, and any other written or machine-readable expression of such
information as are filed in any tangible media).




          (ii) Marketing Plans and Customer Lists. All information not generally
known to the public or within the industry or trade in which the Company or its
subsidiaries compete pertaining to the Company’s and its subsidiaries’ marketing plans and
strategies; forecasts and projections; marketing practices, procedures and policies; goals
and objectives; quoting practices, procedures and policies; and customer data including the
customer list, contracts, representatives, requirements and needs, specifications, data
provided by or about prospective customers, and the physical embodiments of such
information.




          (iii) Business Ventures. All information not generally known to the
public or within the industry or trade in which the Company or its subsidiaries operate
concerning new product development, negotiations for new business ventures, future business
plans, and similar information and the physical embodiments of such information.




          (iv) Software. All information relating to the Company’s and its
subsidiaries’ software or hardware in operation or various stages of research and
development, which are not generally known to the public or within the industry or trade in
which the Company or its subsidiaries compete and the physical embodiments of such
information.




          (v) Litigation. Information which is not a public record and is not
generally known to the public or within the industry or trade in which the



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Company or its subsidiaries compete regarding litigation and potential litigation
matters and the physical embodiments of such information.




          (vi) Policy Information. Information not of a public nature regarding the
policies and positions that have been or will be advocated by the Company and its
subsidiaries with government officials, the views of government officials toward such
policies and positions, and the status of any communications that the Company or its
subsidiaries may have with any government officials.




          (vii) Information Not Generally Known. Any information which (a) is not
generally known to the public or within the industry or trade in which the Company or its
subsidiaries compete, (b) gives the Company or its subsidiaries a significant advantage
over its or their competitors, or (c) has significant economic value or potentially
significant economic value to the Company or its subsidiaries, including the physical
embodiments of such information.



          (b) Executive acknowledges that the Proprietary Information is a valuable and unique asset
of the Company and its subsidiaries. Executive agrees that he will not, at any time during his
employment or after the termination of his employment with the Company, without the prior written
consent of the Company or its subsidiaries, as applicable, either directly or indirectly divulge
any Proprietary Information for his own benefit or for any purpose other than the exclusive benefit
of the Company and/or its subsidiaries.



     12. Intentionally Omitted.



     13. Termination of Employment. Executive shall be employed by the Company under
this Agreement on an at-will basis meaning that Executive’s employment by the Company may be
terminated by Executive or the Company at any time during the Term, with or without cause, and with
or without notice.



     13.1 Disability and Death.




     (a) Disability. If Executive is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under the Company’s disability plan available generally to
all employees (any such situation, “Disability”), the Company may terminate Executive’s
employment hereunder. The determination of whether the Executive has a Disability under
this Agreement shall be made by the Compensation Committee, which shall consider the
information presented by Executive’s personal physician



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and by any other advisors, including any other physician, which the Compensation Committee
determines appropriate. The determination of the Compensation Committee shall be final and
binding, unless it is determined to have been arbitrary and capricious. If the employment
of Executive terminates during the Term due to the Disability of Executive, the Company
shall provide to Executive (i) whatever benefits are available to him under any disability
benefit plan(s) in which Executive participates as an employee of the Company at the time
of such termination to the extent Executive satisfies the requirements of such plan(s), and
(ii) the payments set forth in Section 13.1(c).




     (b) Death. If Executive dies during the Term, the Company shall pay to
Executive’s executors, legal representatives or administrators the payments set forth in
Section 13.1(c). Except as specifically set forth in this Section 13.1 or under applicable
laws, the Company shall have no liability or obligation hereunder to Executive’s executors,
legal representatives, administrators, heirs or assigns or any other person claiming under
or through him by reason of Executive’s death, except that Executive’s executors, legal
representatives or administrators will be entitled to receive any death benefit payable to
them as beneficiaries under any insurance policy or other benefits plans in which Executive
participates as an employee of the Company at the time of such termination to the extent
Executive satisfies the requirements of such plan(s) and to exercise any rights afforded
them under any benefit plan then in effect.




     (c) Payment Upon Disability or Death. Upon termination of the employment
of Executive due to death or Disability during the Term, the Company shall pay an amount
equal to all accrued but unpaid Base Salary through the date of termination of employment,
plus a cash payment equal to portion of the Annual Incentive Compensation Opportunity in
effect for the year but no less than 150% of Executive’s Base Salary prorated for the year
through the date of termination.



          13.2 Termination By Company Without Cause.




     (a) Termination By Company Without Cause. The Chief Executive Officer or
the Board may terminate Executive’s employment hereunder at any time for any reason other
than Cause upon written notice to Executive (“Termination Without Cause”).




     (b) In the event of a Termination Without Cause, the Company shall pay to
Executive within forty-five (45) days after termination (i) an amount equal to all accrued
but unpaid Base Salary through the date of termination of employment, plus (ii) a severance
payment equal to the amount payable under the Company’s Executive Severance Plan for Senior
Officers as in effect on the Commencement Date without regard to any subsequent amendments
thereto (the “Executive Severance Plan”); provided, however, notwithstanding anything to
the contrary set forth in the Executive Severance Plan, at all times through the second



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anniversary of the Commencement Date (a) the term “Average Bonus” as used in the Executive
Severance Plan and as applied to Executive shall mean and refer to the amount Executive’s
Annual Incentive Compensation Opportunity determined in accordance with Section 5 of this
Agreement and (b) the multiplier for determining severance benefits shall equal one and
one-half (1.5) and provided further that Executive shall be subject to all of the terms,
provisions and requirements of the Executive Severance Plan, other than any non-competition
covenant which the Company hereby affirms shall not apply to Executive upon his
termination. Further, upon and following Executive’s Termination Without Cause, Executive
and Executive’s eligible dependents or survivors shall be entitled to medical and dental
insurance benefits as provided in Section 9(b) for a period of 18 months after the
termination date.



          13.3 Termination By Executive For Good Reason.




     (a) Termination By Executive For Good Reason. Executive may terminate his
employment hereunder at any time for a Termination For Good Reason. For purposes of this
Agreement, a “Termination For Good Reason” shall mean have the same meaning as given in the
Executive Severance Plan.




     (b) In the event of a Termination For Good Reason by Executive, the Company shall
pay to Executive within forty-five (45) days after termination (i) an amount equal to all
accrued but unpaid Base Salary through the date of termination of employment, plus (ii) a
severance payment equal to the amount payable under the Executive Severance Plan; provided,
however, notwithstanding anything to the contrary set forth in the Executive Severance
Plan, at all times through the second anniversary of the Commencement Date (a) the term
“Average Bonus” as used in the Executive Severance Plan and as applied to Executive shall
mean and refer to the amount Executive’s Annual Incentive Compensation Opportunity
determined in accordance with Section 5 of this Agreement and (b) the multiplier for
determining severance benefits shall equal one and one-half (1.5). Further, upon and
following any Termination For Good Reason by Executive, Executive and Executive’s eligible
dependents or survivors shall be entitled to medical and dental insurance benefits as
provided in Section 9(b) for a period of 18 months after the termination date.



          13.4 Termination For Cause; Termination By Executive Without Good Reason.




     (a) Termination for Cause. The Chief Executive Officer or the Board of
Directors may terminate the employment of Executive for Cause at any time during the Term.
For purposes of this Agreement, “Cause” shall have the same meaning as given in the
Executive Severance Plan.




     (b) Termination By Executive Without Good Reason. Executive may terminate
his employment hereunder at any time other than by reason of a



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Termination For Good Reason (a termination “Without Good Reason”).




     (c) In the event that Executive’s employment with the Company terminates as a
result of a termination by the Company for Cause or by Executive Without Good Reason,
Executive shall receive all accrued but unpaid Base Salary and benefits as of the effective
date of termination. In the event Executive’s employment with the Company is terminated by
Company for Cause, Executive shall forfeit and not be entitled to exercise any unvested
Initial Stock Options granted to Executive pursuant to this Agreement and shall forfeit any
unvested shares of Restricted Stock granted to Executive pursuant to this Agreement.




     13.5 Termination after a Change of Control. The amounts payable and
benefits to be provided to Executive upon any termination of the Executive subsequent to
any Equity Acceleration Change of Control or Cash Acceleration Change of Control (each as
defined in the Change of Control Severance Plan) shall be governed by the terms of the
Change of Control Severance Plan in effect on the Commencement Date without regard to any
subsequent amendments thereto, provided, however, that, notwithstanding any terms of the
Change of Control Severance Plan to the contrary, at all times through the second
anniversary of the Commencement Date (i) the term “ Bonus” as used therein and applied to
the Executive shall mean and refer to the amount Executive’s Annual Incentive Compensation
Opportunity determined in accordance with Section 5 hereof and (ii) the multiplier for
determining severance benefits accorded Executive shall be 2 (two).



     14 Other Agreements. Executive represents and warrants to the Company that:




     (a) There are no restrictions, agreements or understandings whatsoever to which
Executive is a party or by which he is bound that would prevent or make unlawful
Executive’s execution of this Agreement or Executive’s employment hereunder, or which are
or would be inconsistent or in conflict with this Agreement or Executive’s employment
hereunder, or which would prevent, limit or impair in any way the performance by Executive
of his obligations hereunder.




     (b) Executive shall disclose the existence and terms of the restrictive covenants
set forth in this Agreement to any employer by whom Executive may be employed during the
Term (which employment is not hereby authorized) or during the Restricted Period (as
defined in Section 12(a)).



     15. Survival of Provisions. The provisions of this Agreement that by their nature
are intended to survive the termination of this Agreement, such as the nondisclosure obligations in
Section 11 hereof and the requirement to pay all amounts payable to Executive and to deliver all
post-termination compensation and benefits to Executive, shall survive the termination of this
Agreement.



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     16. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors or permitted assigns and Executive and his executors,
administrators or heirs. For purposes of this Agreement, the term “successor” shall include the
ultimate parent corporation of any corporation involved in a merger, consolidation, or
reorganization with or including the Company that results in the stockholders of the Company
immediately before such merger, consolidation or reorganization owning, directly or indirectly,
immediately following such merger, consolidation or reorganization, securities of another
corporation, regardless of whether any such merger, consolidation or reorganization is deemed to
constitute a Change of Control for purposes of this Agreement. Executive may not assign any
obligations or responsibilities under this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the Company. The Company may not assign any
obligations or responsibilities under this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the Executive; however, at any time during the
Term, the Company may provide, without the prior written consent of Executive, that Executive shall
be employed pursuant to this Agreement by any of its subsidiaries instead of or in addition to SLM
Corporation, and in such case all references herein to the “Company” shall be deemed to include any
such entity, provided that such action shall not relieve the Company of its obligation to make or
cause an Affiliate to make or provide for any payment to or on behalf of Executive pursuant to this
Agreement. The Board may assign any or all of its responsibilities hereunder to any committee of
the Board, in which case references to Board shall be deemed to refer to such committee.



     17. Notices. All notices required to be given to any of the parties of this
Agreement shall be in writing and shall be deemed to have been sufficiently given, subject to the
further provisions of this Section 17, for all purposes when presented personally to such party, or
sent by facsimile transmission, any national overnight delivery service, or certified or registered
mail, to such party at its address set forth below:



          (a) If to Executive:


Laurent C. Lutz





          (b) If to the Company:



SLM Corporation

300 Continental Drive

Newark, DE 19713



Attention: Chief Executive Officer

Fax No. (703) 984-5675



Such notice shall be deemed to be received when delivered if delivered personally, upon






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electronic or other confirmation of receipt if delivered by facsimile transmission, the next
business day after the date sent if sent by a national overnight delivery service, or three (3)
business days after the date mailed if mailed by certified or registered mail. Any notice of any
Change of such address shall also be given in the manner set forth above. Whenever the giving of
notice is required, the giving of such notice may be waived in writing by the party entitled to
receive such notice.




     18. Entire Agreement. This Agreement, the terms and conditions of the
Incentive Plan as referenced in this Agreement, and any other documents, instruments or other
writings delivered or to be delivered in connection with this Agreement as specified herein
constitute the entire agreement among the parties with respect to the subject matter of this
Agreement and supersede all prior and contemporaneous agreements, understandings, and negotiations,
whether written or oral, including any terms sheets, with respect to the terms of Executive’s
employment by the Company.



     19. Amendments; Waiver. This Agreement may be amended or modified only by a
written instrument signed by all parties hereto. The waiver of the breach of any term or provision
of this Agreement shall not operate as or be construed to be a waiver of any other or subsequent
breach of this Agreement.



     20. Governing Law. This Agreement shall be governed and construed as to its
validity, interpretation and effect by the laws of the Commonwealth of Virginia.



     21. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions of this
Agreement or such provisions, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.



     22. Section Headings. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its interpretation.



     23. Conflicts. In the event any of the terms of this Agreement are in conflict
with any of the terms of the Change in Control Severance Plan or the Executive Severance Plan, the
terms of this Agreement shall control. Notwithstanding the above, in the event of a conflict
between the terms of the Incentive Plan and this Agreement, the terms of the Incentive Plan govern.



     24. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one and the same instrument.



     25. Specific Enforcement; Extension of Period. Executive acknowledges that the
restrictions contained in Section 11 hereof are reasonable and necessary to protect the



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legitimate interests of the Company and its subsidiaries and that the Company would not have
entered into this Agreement in the absence of such restrictions. Executive also acknowledges that
any breach by him of Section 11 hereof will cause continuing and irreparable injury to the Company
for which monetary damages would not be an adequate remedy. Executive shall not, in any action or
proceeding by the Company to enforce Section 11 of this Agreement, assert the claim or defense that
an adequate remedy at law exists. In the event of such breach by Executive, the Company shall have
the right to enforce the provisions of Section 11 of this Agreement by seeking injunctive or other
relief in any court, and this Agreement shall not in any way limit remedies at law or in equity
otherwise available to the Company. In the event that the provisions of Section 11 hereof should
ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable
law in any applicable jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law.




     26. Arbitration. Any dispute or claim, other than those referred to in Section
25, arising out of or relating to this Agreement or otherwise relating to the employment
relationship between Executive and the Company (including but not limited to any claims under Title
VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Age
Discrimination in Employment Act; the Family Medical Leave Act; and the Employee Income Retirement
Security Act) shall be submitted to Arbitration, in Fairfax County, Virginia, and except as
otherwise provided in this Agreement shall be conducted in accordance with the rules of, but not
under the auspices of, the American Arbitration Association. The arbitration shall be conducted
before an arbitration tribunal comprised of three individuals, one selected by the Company, one
selected by Executive, and the third selected by the first two. The parties and the arbitrators
selected by them shall use their best efforts to reach agreement on the identity of the tribunal
within ten (10) business days of either party to this Agreement submitting to the other party a
written demand for arbitration. The proceedings before the tribunal shall take place within twenty
(20) business days of the selection thereof. Executive and the Company agree that such arbitration
will be confidential and no details, descriptions, settlements or other facts concerning such
arbitration shall be disclosed or released to any third party without the specific written consent
of the other party, unless required by law or court order or in connection with enforcement of any
decision in such arbitration. Any damages awarded in such arbitration shall be limited to the
contract measure of damages, and shall not include punitive damages. The parties shall equally
divide the costs of the arbitrators, and each party shall bear his or its attorneys’ fees and other
costs, except that the arbitrators may specifically direct one party to bear the entire cost of the
arbitration, including all attorneys’ fees, if the arbitrators determine that such party acted in
bad faith.



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year
first written above.



	 	 	 	 	 	 	 	 	 

	SLM CORPORATION	 	 	 	EXECUTIVE:
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Albert L. Lord
	 	 	 	/s/ Laurent C. Lutz	 	 
	 

	 	 

Name: Albert L. Lord
	 	 
	 	 

Laurent C. Lutz
	 	 
	 

	 	Title: Vice Chairman and CEO	 	 	 	 	 	 







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