Exhibit 10.29
June M. McCormack
CONFIDENTIAL AGREEMENT AND RELEASE
SLM Corporation and its subsidiaries,
predecessors, and affiliates (collectively “SLM”) and I
have reached the following confidential understanding and
agreement. In exchange for the Special Payments and other
consideration listed below, I promise to comply fully with the
terms of this Confidential Agreement and Release (“Agreement
and Release”). In exchange for my promises, SLM agrees to
provide me with the benefits listed below, to which I am not
otherwise entitled.
(1) Special Payments and
Benefits:
(a) Unless I have revoked this
Agreement and Release pursuant to Section (8) below, SLM will
pay me severance pay in the following manner: a total amount of
$3,000,000, less withholding taxes and other deductions
required by law, paid in a lump-sum payment. Such severance payment
will be made in a lump sum no earlier than the eighth calendar day
after my signature on this Agreement and Release.
(b) Unless I have revoked this
Agreement and Release pursuant to Section (8) below, SLM will
pay me an additional payment of $300,000 in lieu of bonus,
less withholding taxes and other deductions required by law. Such
additional payment will be made in a lump sum no earlier than the
eighth calendar day after my signature on this Agreement and
Release.
(c) Rehiring: If I am rehired as an
employee within the 24-month period following my termination, I
hereby agree to repay a prorated amount of Section 1(a) ($3,000,000
divided by 24 multiplied by the number of months remaining in the
24 month period following my termination), within 14 days
after rehire, as a condition of rehire to SLM or any of its
subsidiaries or affiliates.
(d) Medical/Dental/Vision
Continuation: Your current medical, dental and vision coverage will
continue through the end of the month of your termination. The
first day of the month following your Termination Date, on
January 1, 2008, you will be eligible to continue your current
medical, dental and vision coverage through COBRA for up to
18 months. If you become eligible for coverage under any other
group health plan which does not contain an exclusion or limitation
with respect to preexisting conditions of you or your
beneficiaries, you may not be eligible for SLM COBRA coverage. SLM
will pay the employer portion of the total cost of your medical,
dental and vision insurance premiums under COBRA for the 18-month
period of January 1, 2008 through June 30, 2009. SLM will
also pay you an additional payment of $15,000 , less
withholding taxes and other deductions required by law, for you to
buy coverage for yourself after June 30, 2009.
(e) Executive Outplacement: Unless I
have revoked this Agreement and Release pursuant to Section
(8) below, SLM will pay me an additional payment of
$15,000 , less withholding taxes and other deductions
required by law. Such additional payment will be made in a lump sum
no earlier than the eighth calendar day after my signature on this
Agreement and Release.
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(f) Matching Contributions Program:
You will be eligible to participate in the Matching Contributions
Program during 2008 with up to $25,000 in matching
contributions to eligible organizations on your behalf, regardless
of any changes in Program provisions during 2008.
(g) Financial Planning: Unless I have
revoked this Agreement and Release pursuant to Section
(8) below, SLM will pay me an additional payment of
$10,000 , less withholding taxes and other deductions
required by law. Such additional payment will be made in a lump sum
no earlier than the eighth calendar day after my signature on this
Agreement and Release.
(h) Executive Physical: You will be
eligible to obtain an executive physical in 2008 for up to
$5,000 to be paid for by SLM from one of the designated
medical facilities.
(i) Payment in Lieu of Pension
Service Credit: SLM will pay me an additional payment of
$173,000 , less withholding taxes and other deductions
required by law, which represents the lump sum value as of
January 1, 2008 of crediting me with one and one-half years of
additional service under SLM Pension Plans. Such payment will be
made in a lump sum no earlier than the eighth calendar day after my
signature on this Agreement and Release.
(j) Vacation Payout: SLM will pay me
$49,038 for my six weeks of reserve vacation leave. Such
payment will be made in a lump sum no earlier than the eighth
calendar day after my signature on this Agreement and Release and
will be made in a lump sum less withholding taxes and other
deductions required by law.
(k) Benefit Programs: I waive future
coverage and benefits under all SLM disability programs, but this
Agreement and Release does not affect my eligibility for other
Company medical, dental, life insurance, retirement, and benefit
plans. Whether I sign this Agreement and Release or not, I
understand that my rights and continued participation in those
plans will be governed by their terms, and that I generally will
become ineligible for them shortly after my termination, after
which I may be able to purchase continued coverage under certain of
such plans. I understand that except for the benefits that may be
due under the pension, 401(k), and deferred compensation plans to
which I may be entitled under SLM’s standard employee benefit
plans, that I will not receive any other wage, vacation, or other
similar payments from SLM or any of the entities discussed in
Section (2).
(l) For SLM equity vesting purposes,
SLM deems my termination a job abolishment.
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(2) Release : In
consideration of the Special Payments and Benefits described above,
I agree to release SLM, and all of its subsidiaries, affiliates,
predecessors, successors, and all related companies, and all of its
former and current officers, employees, directors, and benefits
plan trustees of any of them (collectively “Released
Parties”) from all actions, charges, claims, demands, damages
or liabilities of any kind or character whatsoever, known or
unknown, which I now have or may have had through the date I sign
this Agreement and Release. For example, I am releasing all common
law contract, tort, or other claims I might have, as well as all
claims I might have under the Age Discrimination in Employment Act
(ADEA), the WARN Act, Title VII of the Civil Rights Act of 1964,
Sections 1981 and 1983 of the Civil Rights Act of 1866, the
Americans with Disabilities Act (ADA), the Employee Retirement
Income Security Act of 1974 (ERISA), individual relief under the
Sarbanes-Oxley Act of 2002, Indiana Civil Rights Law, Indiana Equal
Pay Act, the Indiana Handicap Discrimination Law, the Indiana Age
Discrimination Law, the Indiana Smokers’ Right Law, Indiana
Military Family Leave Law, and any other federal, state or local
laws, to the extent permissible by private agreement and consistent
with applicable law. I further waive any right to payment of
attorneys’ fees, which I may have incurred. 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.
(3) Covenant Not To Sue
: I agree not to sue the Released Parties with respect to any
claims, demands, liabilities or obligations released by this
Agreement and Release. The Parties agree, however, that nothing
contained in this covenant not to sue or elsewhere in this
Agreement and Release shall:
(a) prevent me from challenging,
under the Older Workers Benefits Protection Act (29 U.S.C. §
626), the knowing and voluntary nature of my release of any age
claims in this Agreement and Release before a court, the Equal
Employment Opportunity Commission (“EEOC”), or any
other federal, state, or local agency;
(b) prevent me from enforcing any
future claims or rights that arise under the Age Discrimination in
Employment Act (“ADEA”) after I have signed this
Agreement and Release.
(c) prohibit or restrict me from:
(i) making any disclosure of information required by law;
(ii) filing a charge, testifying in, providing information to,
or assisting in an investigation or proceeding brought by any
governmental or regulatory body or official; or (iii) 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 personal relief (for example, money) as a result of any
investigation or proceeding of the U.S. Department of Labor, EEOC,
or any federal, state, or local government agency or court.
Further, with my waiver and release of claims in this Agreement and
Release, I specifically assign to the Released Parties my right to
any recovery arising from any such investigation or
proceeding.
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(4) Additional
Representations and Promises : I further acknowledge and agree
that:
(a) I agree to return all SLM and
Released Parties’ property in my possession or control to
them, except that I may keep my cell phone, blackberry, and
computer after a mirror image of the data on such items are made
for litigation purposes.
(b) I hereby represent and warrant
that I have not reported any illegal or potentially illegal conduct
or activities to any supervisor, manager, department head,
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