The exercise price of each Post-Distribution SLM BankCo Option and Post-Distribution NewCo Option shall bear the same ratio to the **Post-Distribution SLM BankCo Share Price** and the Post-Distribution NewCo Share Price, respectively, as the exercise price of the Legacy SLM BankCo Option being replaced bears to the Pre-Distribution SLM BankCo Share Price.

SLM BankCo Option Price Target means, as to a particular Post-Distribution SLM BankCo Option that is to include a Price Target, the number determined by multiplying the Price Target of the Legacy SLM BankCo Option in respect of which such Post-Distribution SLM BankCo Option is to be granted by a fraction, the numerator of which is the **Post-Distribution SLM BankCo Share Price** and the denominator of which is the Pre-Distribution SLM BankCo Share Price.

Pre-Distribution SLM BankCo Share Price means the sum of the **Post-Distribution SLM BankCo Share Price** and the Post-Distribution Navient Share Price **Post-Distribution SLM BankCo Share Price** means the volume-weighted average of the ex-dividend trading price of a share of common stock of SLM BankCo on the five trading days ending on the Distribution Date (as defined in the Separation Agreement).

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