AMENDMENT TO RETAINER AGREEMENT
Exhibit 10.37
AMENDMENT TO
RETAINER AGREEMENT
RETAINER AGREEMENT
This AMENDMENT TO RETAINER AGREEMENT (“Agreement”), is entered into this 24th day
of December, 2009 by and by and between, Xxxxxxx X. Xxxxxxxxxx (“Xxxxxxxxxx”) and SLM Corporation,
a corporation organized and existing under the laws of the State of Delaware (the “Company”).
WHEREAS, the Xxxxxxxxxx and the Company entered into a retainer agreement dated as of January
7, 2008 (the “Retainer Agreement”); and
WHEREAS, the Board of Directors and the Executive Committee of the Company have approved
certain changes to the Retainer Agreement;
WHEREAS, Xxxxxxxxxx and the Company desire to amend the Retainer Agreement to reflect such
changes;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Company and Xxxxxxxxxx hereby agree as
follows:
1. Amendment of Term. Effective October 30, 2008, the Term of the Retainer Agreement
is extended to January 7, 2012.
2. Reduction of Annual Cash Retainer. The Annual Cash Retainer is reduced from
$600,000 to $480,000 effective October 30, 2008, and the Annual Cash Retainer is further reduced
from $480,000 to $420,000 effective January 1, 2010.
3. Vesting of Stock Award. Effective October 30, 2008, the vesting of the first
tranche of the Stock Award (66,666 shares) is postponed from January 7, 2009 to January 7, 2010.
Effective January 1, 2010, the vesting of the first tranche and second tranche of the Stock Award
(133,333 shares) is postponed from January 7, 2010 to January 7, 2011.
4. Defined Terms. Capitalized terms used herein but not defined herein shall have the
meanings given to them in the Retainer Agreement.
5. Ratification. Other than as amended hereby, the Retainer Agreement is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the Company and Xxxxxxxxxx have caused this Amendment to Retainer
Agreement to be executed as of the date first written above.
| SLM CORPORATION |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxx | |||
| Title: | Auth. Agent and Corporate Secretary | |||
| XXXXXXXXXX |
||||
| /s/ Xxxxxxx X. Xxxxxxxxxx | ||||
| Xxxxxxx X. Xxxxxxxxxx | ||||
2
