exv10w7







Exhibit 10.7




SLM Corporation 2009-2012 Incentive Plan

Stock Option Agreement

Net-Settled, Time Vested Options — 2010





	A.	 	Option Grant. Net-Settled Stock Options (the “Options”) to purchase a total of
___ shares of Common Stock, par value $.20, of SLM Corporation (the “Corporation”) are
hereby granted to ___ subject in all respects to the terms and provisions of the SLM
Corporation 2009-2012 Incentive Plan (the “Plan”), which is incorporated herein by reference,
and this Stock Option Agreement (the “Agreement”). The Options are non-qualified stock
options and are not intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.
	 
	B.	 	Option Price. The purchase price per share is $___ dollars (the ”Option
Price”).
	 
	C.	 	Grant Date. The date of grant of these Options is ___ (the “Grant Date”).
	 
	D.	 	Vesting; Exercisability. The Options are not vested as of the Grant Date. Unless
vested earlier as set forth below, the Options will vest in three installments, on the first,
second and third anniversaries of the Grant Date.






	 	•	 	Upon termination of employment for any reason, other than (i) death, (ii) Disability or
(iii) as provided in the SLM Corporation Change in Control Severance Plan for Senior
Officers, any unvested Options will not vest and will be forfeited and canceled.
	 
	 	•	 	Upon termination of employment for death or Disability or as provided for under the SLM
Corporation Change in Control Severance Plan for Senior Officers, all unvested Options will
vest and vested Options (taking into account any vesting acceleration provided for, if any)
are exercisable until the earlier of: (1) the Expiration Date; or (2) one year from the
date of termination.
	 
	 	•	 	Upon termination of employment for all reasons except death or Disability and except as
otherwise provided in the SLM Corporation Change in Control Severance Plan, vested Options
(taking into account any vesting acceleration, if any) are exercisable until the earlier
of: (1) the Expiration Date; or (2) three months from the date of termination.
	 
	 	•	 	Upon termination of employment for Misconduct, any Options, vested or unvested, are
forfeited.






	E.	 	Expiration. These Options expire ten years from the Grant Date (the “Expiration
Date”), subject to the provisions of the Plan and this Agreement, which may provide for
earlier expiration in certain instances, including Optionee’s termination of employment.
	 
	F.	 	Non-Transferable; Binding Effect. These Options may not be transferred except as
provided for herein. All or any part of these Options may be transferred by the Optionee by
will or by the laws of descent and distribution. In addition, Optionee may transfer all or
any part of any Option to “Immediate Family Members.” “Immediate Family Members” means
children, grandchildren, spouse or common law spouse, siblings or parents of the Optionee or
bona fide trusts, partnerships or other entities controlled by and of which all beneficiaries
are Immediate Family Members of the Optionee. Any Options that are transferred are further
conditioned on the Optionee’s transferees and Immediate Family Members agreeing to abide by
the Corporation’s then current stock option transfer guidelines. The terms of these Options
shall be binding upon the executors, administrators, heirs, and successors of the Optionee.
	 
	G.	 	Net-Settlement upon Option Exercise; Taxes. These Options shall be exercised only in
accordance with the terms of this Agreement. Each exercise must be for no fewer than fifty
(50) Options, other than an exercise for all remaining Options. Upon exercise of all or part
of the Options, the Optionee shall receive from the Corporation the number of shares of Common
Stock resulting from the following formula: the total number of Options exercised less the
sum of “ Shares for the Option Cost” and “Shares for Taxes”, rounded up to the nearest whole
share. “Shares for the Option Cost” equals the Option Price multiplied by the number of
Options exercised divided by the fair market value of SLM common stock at the time of
exercise. “Shares for Taxes” equals the tax liability (the statutory withholding maximum)
divided by the fair market value of SLM common stock at the time of exercise. Optionee shall
receive cash for any resulting fractional share amount. As a condition to the issuance of
 shares of Common Stock of the Corporation pursuant to these Options, the Optionee agrees to
remit to the Corporation (through the procedure described in this paragraph) at the time of
any exercise of these Options any taxes required to be withheld by the Corporation under
federal, state, or local law as a result of the exercise of these Options.






	 	H.	 	Vesting Upon Change In Control. Notwithstanding anything to the contrary in this
Agreement, including Section (D):






	 	(I)	 	In the event of a Change of Control Transaction or a Change of Control
in which the acquiring or surviving company in the transaction does not assume or
continue outstanding Awards upon the Change of Control or Change of Control
Transaction, immediately prior to such transactions, then if these Options are not
assumed or continued as described above, then any portion of these Options that
were not vested shall become 100 percent vested and exercisable effective
immediately prior to the consummation of such Change of Control or Change of
Control Transaction; and
	 
	 	(II)	 	If Optionee’s employment shall terminate within twenty-four months of a
Change of Control or a Change of Control Transaction other than for Misconduct, any
Options not previously vested shall immediately become vested and exercisable upon
such employment termination and such Options shall be excercisable until the
earlier of: (1) the Expiration Date; or (2) three months from the date of
termination.




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SLM Corporation 2009-2012 Incentive Plan

Stock Option Agreement

Net-Settled, Time Vested Options — 2010






	I.	 	Clawback Provisions. Notwithstanding anything to the contrary herein, if the Board
of Directors of the Corporation, or an appropriate committee thereof, determines that, any
material misstatement of financial results or a performance metric criteria has occurred as a
result of the conduct of any officer at the Senior Vice President level or above (“Senior
Officer”), or such Senior Officer has committed a material violation of corporate policy or
has committed fraud or misconduct, then the Board or committee shall consider all factors,
with particular scrutiny when one the top 20 members of management are involved, and the Board
or such Committee, may in its sole discretion require reimbursement of any compensation
resulting from the vesting and exercise of Options and the cancellation of any outstanding
Options from such Senior Officer (whether or not such individual is currently employed by the
Corporation) during the three-year period following the date the Board first learns of the
violation, fraud or misconduct.
	 
	J.	 	Board Interpretation. The Optionee hereby agrees to accept as binding, conclusive,
and final all decisions and interpretations of the Board of Directors of the Corporation and,
where applicable, the Compensation and Personnel Committee of the Board of Directors (the
“Committee”) concerning any questions arising under this Agreement or the Plan.
	 
	K.	 	Stockholder Rights. The Optionee shall not be deemed a stockholder of the
Corporation with respect to any of the shares of Common Stock subject to the Options, except
to the extent that such shares shall have been purchased and transferred to the Optionee. The
Corporation shall not be required to issue or transfer any shares of Common Stock purchased
upon exercise of the Options until all applicable requirements of law have been complied with
and such shares shall have been duly listed on any securities exchange on which the Common
Stock may then be listed.
	 
	L.	 	No Right to Continued Employment. Nothing in the Plan, in this Agreement or any
other instrument executed pursuant thereto or hereto shall confer upon the Optionee any right
to continued employment with the Corporation or any of its subsidiaries or affiliates.
	 
	M.	 	Amendments for Accounting Charges: The Committee reserves the right to unilaterally
amend this Agreement to reflect any changes in applicable law or financial accounting
standards.
	 
	N.	 	Securities Law Compliance; Restrictions on Resale’s of Option Shares. The
Corporation may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any exercise of the Option and/or any resales by
the Optionee or other subsequent transfers by the Optionee of any shares of Common Stock
issued as a result of the exercise of the Option, including without limitation (a)
restrictions under an insider trading policy, (b) restrictions that may be necessary in the
absence of an effective registration statement under the Securities Act of 1933, as amended,
covering the Option and/or the Common Stock underlying the Option and (c) restrictions as to
the use of a specified brokerage firm or other agent for exercising the Option and/or for such
resales or other transfers. The sale of the shares underlying the Option must also comply
with other applicable laws and regulations governing the sale of such shares.
	 
	O.	 	Data Privacy. As an essential term of this Option, the Optionee consents to the
collection, use and transfer, in electronic or other form, of personal data as described in
this Option Agreement for the exclusive purpose of implementing, administering and managing
Optionee’s participation in the Plan. By entering into this Agreement and accepting the
Option, the Optionee acknowledges that the Corporation holds certain personal information
about the Optionee, including, but not limited to, name, home address and telephone number,
date of birth, social security number or other identification number, salary, tax rates and
amounts, nationality, job title, any shares of stock held in the Corporation, details of all
options or any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding, for the purpose of implementing, administering and managing the Plan
(“Data”). Optionee acknowledges that Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan, that these recipients may be
located in jurisdictions that may have different data privacy laws and protections, and
Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Plan, including any requisite transfer of such Data as may be required to a broker or other
third party with whom the Optionee or the Corporation may elect to deposit any shares of
Common Stock acquired upon exercise of the Option. Optionee acknowledges that Data may be
held only as long as is necessary to implement, administer and manage the Optionee’s
participation in the Plan as determined by the Corporation, and that Optionee may request
additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost,
provided however, that refusing or withdrawing Optionee’s consent may adversely affect
Optionee’s ability to participate in the Plan.
	 
	P.	 	Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver
any documents related to any options granted under the Plan by electronic means or to request
Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to
receive such documents by electronic delivery and, if requested, to agree to participate in
the Plan through an on-line or electronic system established and maintained by the Corporation
or another third party designated by the Corporation, and such consent shall remain in effect
throughout Optionee’s term of service with the Corporation and thereafter until withdrawn in
writing by Optionee.
	 
	Q.	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to principles of conflicts of law.




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SLM Corporation 2009-2012 Incentive Plan

Stock Option Agreement

Net-Settled, Time Vested Options — 2010





	R.	 	Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given if personally
delivered, telefaxed or telecopied to, or, if mailed, when received by, the other party at the
following addresses:
	 
	 	 	If to the Corporation to:





	 	 	 

	Manager, Stock Plan Administration

	 	Fax: (703) 984-6006
	Sallie Mae
	 	 
	12061 Bluemont Way
	 	 
	Reston, VA 20190
	 	 







	 	 	If to the Optionee, to (i) the last address maintained in the Corporation’s Human Resources
files for the Optionee or (ii) the Optionee’s mail delivery code or place of work at the
Corporation.
	 
	S.	 	Plan Controls; Entire Agreement; Capitalized Terms. In the event of any conflict
between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan
control, except as expressly stated otherwise herein. This Agreement and the Plan together
set forth the entire agreement and understanding between the parties as to the subject matter
hereof and supersede all prior oral and written and all contemporaneous or subsequent oral
discussions, agreements and understandings of any kind or nature. Capitalized terms not
defined herein shall have the meanings as described in the Plan.
	 
	T.	 	Miscellaneous. In the event that any provision of this Agreement is declared to
be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be
affected except to the extent necessary to reform or delete such illegal, invalid or
unenforceable provision. The headings in this Agreement are solely for convenience of
reference, and shall not constitute a part of this Agreement, nor shall they affect its
meaning, construction or effect. The Optionee shall cooperate and take such actions as may be
reasonably requested by the Corporation in order to carry out the provisions and purposes of
the Agreement. The Optionee is responsible for complying with all laws applicable to
Optionee, including federal and state securities reporting laws.




The Optionee must contact Merrill Lynch to accept the terms of this grant. Merrill Lynch can be
contacted at www.benefits.ml.com or by phone at 1-877-SLM-ESOP. If Optionee fails to accept the
terms of this grant, the Options may not be exercised.




	 	 	 	 	 

	 	 	SLM CORPORATION
	 
	 	 	 	 
	 	 	/s/ Albert L. Lord          
               
	 

	 	BY:
	 	Albert L. Lord
	 

	 	 	 	Chief Executive Officer







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