SECOND AMENDMENT TO RETAINER AGREEMENT
Exhibit 10.44
SECOND AMENDMENT TO
RETAINER AGREEMENT
RETAINER AGREEMENT
This SECOND AMENDMENT TO RETAINER AGREEMENT (“Amendment”), is entered into as of the 23rd day
of September, 2010 by and by and between, Xxxxxxx X. Xxxxxxxxxxx (“Xxxxxxxxxxx”) and SLM
Corporation, a corporation organized and existing under the laws of the State of Delaware (the
“Company”).
WHEREAS, the Xxxxxxxxxxx and the Company entered into a retainer agreement dated as of January
7, 2008 which was amended by an amendment dated December 24, 2009 (the “Retainer Agreement”); and
WHEREAS, Xx. Xxxxxxxxxxx has requested certain additional changes to the Retainer Agreement,
and the Compensation Committee and the Board of Directors of the Company approved such changes to
the Retainer Agreement; and
WHEREAS, Xxxxxxxxxxx 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 Xxxxxxxxxxx hereby agree as
follows:
1. Forfeiture of a Portion of the Stock Award. Effective, October 1, 2010,
Xxxxxxxxxxx hereby forfeits all of his right, title and interest in and to 100,000 shares of the
Stock Award which were scheduled to vest on January 7, 2011. The remaining portion of the Stock
Award, and the Stock Option, shall not be affected by the above forfeiture.
2. Waiver of Fourth Quarter Annual Cash Retainer and Expense Reimbursement.
Xxxxxxxxxxx hereby agrees to waive his rights to (i) one-fourth of the Annual Cash Retainer due to
him under the Retainer Agreement for 2010, i.e., all of the portion of the Annual Cash Retainer due
to him for the fourth quarter of 2010. Xxxxxxxxxxx also agrees to waive his rights to expense
reimbursement for the fourth quarter of 2010.
3. Annual Cash Retainer and Expense Reimbursement for 2011. Xxxxxxxxxxx agrees that
his Annual Cash Retainer for 2011 shall not be payable as set forth in the Agreement, and instead
his Annual Cash Retainer and expense reimbursement for 2011 shall be determined by mutual agreement
of Xxxxxxxxxxx and the Board of Directors of the Company.
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.
1
IN WITNESS WHEREOF, the Company and Xxxxxxxxxxx have caused this Amendment to Retainer
Agreement to be executed as of the date first written above.
| SLM CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | EVP and General Counsel | |||
| XXXXXXX X. XXXXXXXXXXX |
||||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||||
| Xxxxxxx X. Xxxxxxxxxxx, Chairman | ||||
2
