Exhibit 10.1
SLM CORPORATION
DIRECTORS EQUITY
PLAN
SECTION
1. PURPOSE
The purpose of the SLM Directors
Equity Plan (the “Plan”) is to advance the interests of
SLM Corporation (the “Corporation”), by enabling the
Corporation to attract, retain and motivate qualified individuals
to serve on the Corporation’s Board of Directors and to align
the financial interests of such individuals with those of the
Corporation’s shareholders by providing for or increasing
their proprietary interest in the Corporation. The Plan assists
Non-Employee Directors in meeting their share ownership
guidelines.
SECTION
2. DEFINITIONS
“Awards”
means Stock Options, as defined
below, and/or Stock Awards, as defined below, granted to
Non-Employee Directors under this Plan. Stock Options granted
pursuant to this Plan are not qualified under Section 422 of
the Internal Revenue Code of 1986, as amended (the
“Code”).
“Board”
means the Board of Directors of the
Corporation.
“Committee” means the Board and/or a committee of the Board
acting pursuant to its authorization to administer this Plan under
Section 10.
“Common
Stock” means the
Corporation’s Common Stock, par value $.20, as presently
constituted, subject to adjustment as provided in
Section 11.
“Fair Market
Value” means, as of
any date, and unless the Committee shall specify otherwise, the
closing market price for the Common Stock reported for that date on
the composite tape for securities listed on the national exchange
on which the Corporation’s common stock is primarily listed
(the “National Exchange”), or if the Common Stock did
not trade on the National Exchange on the date in question, then
for the next preceding date for which the Common Stock traded on
the National Exchange.
“Non-Employee
Director” means a
member of the Board or a member of the Board of Directions of a
subsidiary of the Corporation who is not at the time also an
employee of the Corporation or any of its direct or indirect
majority-owned subsidiaries (regardless of whether such subsidiary
is organized as a Corporation, partnership or other entity). For
purposes of this Plan, the Chairman of the Board’s status as
an employee shall be determined by the Committee.
SECTION 3. SHARES SUBJECT TO
THE PLAN
Subject to adjustment as provided in
Section 11, the maximum number of shares of Common Stock (the
“Shares”) which may be issued pursuant to this Plan
shall not exceed 1,000,000. The aggregate number of Shares issued
under this Plan at any time shall equal the number of Shares
actually issued upon exercise or settlement of an Award less any
Shares returned to the Corporation upon cancellation, expiration or
forfeiture of an Award and less any Shares delivered to the
Corporation by or on behalf of a Participant (either actually or by
attestation) in payment or satisfaction of the purchase price,
exercise price or tax obligation of an Award.
SECTION
4. PARTICIPANTS
Any person who is a Non-Employee
Director shall be eligible for Awards in consideration for his or
her service (a “Participant”).
SECTION 5. AWARDS
5.1 Stock Options : A
Stock Option is a right granted under this Plan to purchase a
number of Shares at such exercise price, at such times, and on such
other terms and conditions as are specified in or determined
pursuant to the agreement evidencing the Stock Option (the
“Option Agreement”).
5.2 Stock Award: A Stock Award
is an award of Shares made under this Plan, the grant, issuance,
retention and/or vesting of which is subject to such performance or
other conditions as are expressed in the document evidencing the
Stock Award (the “Stock Award Agreement”).
SECTION 6. STOCK OPTION
GRANTS
6.1 Option Agreement.
Each Option Agreement shall contain provisions regarding
(a) the number of Shares which may be issued upon exercise of
the Stock Option, (b) the purchase price of the Shares and the
means of payment for the Shares, (c) the term of the Stock
Option, (d) such terms and conditions of exercisability as may
be determined from time to time by the Committee,
(e) restrictions on the transfer of the Option and forfeiture
provisions, and (f) such further terms and conditions, in each
case not inconsistent with the Plan as may be determined from time
to time by the Committee.
6.2 Option Price.
The purchase price per share of the Shares subject to each
Stock Option granted under the Plan shall equal or exceed
100 percent of the fair market value of such Shares on the
date the Stock Option is granted.
6.3 Option Term.
The “Term” of each Stock Option granted under the
Plan shall not exceed ten (10) years from the date of its
grant.
6.4 Option Vesting.
Stock Options granted under the Plan shall be exercisable at
such time and in such installments during the period prior to the
expiration of the Stock Option’s Term as determined by the
Board in its sole discretion. The Board shall have the right to
make the timing of the ability to exercise any Stock Option granted
under the Plan subject to such performance requirements as deemed
appropriate by the Board. At any time after the grant of a Stock
Option the Board may, in its sole discretion, reduce or eliminate
any restrictions surrounding any Participant’s right to
exercise all or part of the Stock Option.
6.5 Option
Exercise.
(a) Partial Exercise.
An exercisable Stock Option may be exercised in whole or in
part. However, a Stock Option shall not be exercisable with respect
to fractional Shares and the Board may require, by the terms of the
Option Agreement, a partial exercise to include a minimum number of
Shares.
(b) Manner of Exercise.
All or a portion of an exercisable Stock Option shall be
deemed exercised upon delivery to the representative of the
Corporation designated for such purpose by the Committee all of the
following: (i) notice of exercise in such form as the
Committee authorizes specifying the number of Shares to be
purchased by the Participant, (ii) payment or provision for
payment of the exercise price for such number of Shares,
(iii) such representations and documents as the Committee, in
its sole discretion, deems necessary or advisable to effect
compliance with all applicable provisions of the Securities Act of
1933, as amended, and any other federal, state or foreign
securities laws or regulations, (iv) in the event that the
Stock Option shall be exercised by any person or persons other than
the Participant, appropriate proof of the right of such person or
persons to exercise the Stock Option, and (v) such
representations and documents as the Committee, in its sole
discretion, deems necessary or advisable to provide for tax
withholding pursuant to Section 13, if applicable. Unless
provided otherwise by the Committee, no Participant shall have any
right as a shareholder with respect to any Shares purchased
pursuant to any Stock Option until the registration of Shares in
the name of such person, and no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distributions or other rights for which the
record date is prior to the date such Shares are so
registered.
(c) Payment of Exercise
Price. To the extent authorized by the Committee, the
exercise price of a Stock Option may be paid in the form of one of
more of the following, either through the terms of the
Option Agreement or at the time of
exercise of a Stock Option: (i) cash or certified or
cashiers’ check, (ii) Shares that have been held by the
Participant for such period of time as the Committee may specify,
(iii) other property deemed acceptable by the Committee,
(iv) a reduction in the number of Shares or other property
otherwise issuable pursuant to such Option, (v) any
combination of (i) through (iv).
SECTION 7. STOCK
AWARDS
7.1 Each Stock Award Agreement
shall contain provisions regarding (a) the number of Shares
subject to such Stock Award or a formula for determining such,
(b) the length of the restrictive period over which the Stock
Award shall vest or may ratably vest, (c) forfeiture
provisions, and (d) such further terms and conditions, in each
case not incon
