exv10w8






Exhibit 10.8




SLM Corporation 2009-2012 Incentive Plan

Performance Stock Award Term Sheet

Time Vested — 2010




     Pursuant to the terms and conditions of the SLM Corporation 2009-2012 Incentive Plan (the
“Plan”), the Committee hereby grants to ___(the “Grantee”) a Performance Stock Award
consisting of ___ shares of common stock of SLM Corporation (“Performance Stock”) on ___
(“Grant Date”) subject to the following terms and conditions:




	 	1.	 	Vesting Schedule. Unless vested earlier as set forth below, this
Performance Stock Award will vest in three annual installments on the first, second and
third anniversaries of the Grant Date.
	 
	 	 	 	If compensation paid to the Grantee of the Performance Stock might be subject to the tax
deduction limitations of section 162(m) of the Internal Revenue Code, actual vesting of
the Performance Stock will occur upon certification by the Compensation and Personnel
Committee that applicable performance targets have been met.
	 
	 	2.	 	Employment Termination; Death; Disability. Except as provided below,
if the Grantee ceases to be an employee of the Corporation (or one of its subsidiaries)
for any reason, he/she shall forfeit any shares of Performance Stock that have not
vested as of the date of such termination of employment.
	 
	 	 	 	If not previously vested, the Performance Stock will vest upon death, or Disability, or
as provided for in the SLM Corporation Change in Control Severance Plan for Senior
Officers. If the Grantee becomes a “covered employee” within the meaning of Section
162(m) of the Internal Revenue Code, any applicable provision regarding acceleration of
vesting of Performance Stock, if any, shall not apply.
	 
	 	 	 	All shares of Performance Stock, whether vested or unvested, shall be forfeited upon
termination of employment due to Misconduct, as defined in the Plan.
	 
	 	3.	 	Change of Control. Notwithstanding anything to the contrary in this
Agreement,:






	 	(a)	 	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 this Performance Stock
is not assumed or continued as described above, then any portion of this Performance
Stock that is 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
	 
	 	(b)	 	If Grantee’s employment shall terminate within twenty-four months of a
Change of Control or a Change of Control Transaction other than for Misconduct, any
Performance Stock not previously vested shall immediately become vested and
exercisable upon such employment termination and such Performance Stock shall be
exercisable until the earlier of: (1) the Expiration Date; or (2) three months from
the date of termination.






	 	4.	 	Taxes; Dividends. The Grantee of the Performance Stock shall transfer
a sufficient number of shares of the Corporation’s stock to satisfy the income and
employment tax withholding requirements that accrue upon the Performance Stock becoming
vested and transferable and the Compensation and Personnel Committee hereby approves
the transfer of such shares to the Corporation for purposes of SEC Rule 16b-3.
	 
	 	 	 	Dividends declared on unvested shares of Performance Stock will not be paid currently.
Instead, amounts equal to such dividends will be credited to an account established on
behalf of the Grantee and such amounts will be deemed to be invested in additional shares
of SLM common stock (“Dividend Equivalents”). Such Dividend Equivalents will be subject
to the same vesting schedule to which the Performance Stock is subject. At the time that
the underlying Performance Stock vests, the amount of Dividend Equivalents allocable to
such Performance Stock (and any fractional share amount) will also vest and will be
payable to the Grantee in shares of SLM common stock. Dividend Equivalents are not
subject to income tax until vesting, at which time they are taxed as ordinary income.





 









 







SLM Corporation 2009-2012 Incentive Plan

Performance Stock Award Term Sheet

Time Vested — 2010





	 	5.	 	Clawback Provision. 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/or Performance Stock and the cancellation of any
outstanding Options and/or Performance stock 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.
	 
	 	6.	 	Capitalized terms not otherwise defined herein are defined in the Plan.