SLM Option Exchange Program Summary
What is the Option Exchange Program?
A one-time opportunity to exchange existing eligible stock options for “replacement” stock options with a lower
strike (exercise) price.
The exchange will be offered during an “exchange period” (offer period) beginning May 17 th , 2010 and ending
11:59 p.m. (ET) on June 14, 2010.
Participation in the program is voluntary; there is no penalty for not participating. Current stock options will
remain unchanged if not exchanged.
SLM employees (FT and PT) who are active or on leave with eligible options as of the start of the exchange
period and continue to be employed through the end of the exchange period. Current and former members of the
SLM Board of Directors and SLM named executive offers are not eligible to participate.
Stock options granted from approximately January 2, 2001 – January 31, 2008 with a strike price equal to or
greater than $20.94. Eligible Options are sometimes referred to as “Net Settled Shares” or “SARs”. Restricted
shares/units, bonus shares, previously replaced options or shares of common stock acquired on the open market
or through participation in one of Sallie Mae’s employee programs (i.e. 401k, deferred compensation, employee
stock purchase plan) are not eligible for the exchange program.
Eligible options can be vested or unvested. However, they must be outstanding (that is, not previously exercised,
expired, terminated or forfeited) as of the start and end of the exchange period. Eligible options must also have a
remaining term that expires after January 1, 2011.
Employees will be able to see all of their eligible options by viewing their own personal grant information on the
Exchange Website at www.salliemaeexchange.com .
What will Happen?
Eligible options selected for exchange will be cancelled at the expiration of the exchange period. Replacement
options will be granted at the expiration of the exchange period with a str