Exhibit 10.25
SLM Corporation Incentive
Plan
Performance Stock Term Sheet
“Core” Net Income Target
Pursuant to the terms and conditions
of the SLM Corporation Incentive Plan (“IP”), the
Compensation and Personnel Committee (the “Committee”)
hereby grants to
(the
“Recipient”)
shares of common stock of SLM Corporation (“Performance
Stock”) on January 26, 2006 (“Grant Date”)
subject to the following terms and conditions:
•
The Performance Stock shall vest
upon the attainment of “core” net income targets as set
forth in each of the Corporation’s annual business plans for
2006, 2007 and 2008. A target amount of 25 percent of the
Performance Stock shall vest upon the achievement of the 2006
“core” net income target; a target amount of 25 percent
of the Performance Stock shall vest upon the achievement of the
2007 “core” net income target and a target amount of 50
percent of the Performance Stock shall vest upon achievement of the
2008 “core” net income target. To the extent the
“core” net income target is under- or over-achieved in
any year, the target number of shares of Performance Stock that may
vest in that year shall be interpolated on a straight-line
basis. For example, if 90 percent of the 2006
“core” net income target is achieved, 90 percent of 25
percent of the Performance Stock shall vest. Examples of
various vesting scenarios are attached for illustration
purposes.
•
Any shares of Performance Stock that
remain unvested upon the Scheduled Vesting Date for the 2008
“core” net income target, as defined below, shall be
forfeited.
•
The Scheduled Vesting Date for the
Performance Stock tied to th
