As it relates to Section 2.D. of the Settlement Agreement, in consideration of Bank Ones payment of $580,476 to Sallie Mae, Inc., the obligations of the Bank One Related Persons with respect to the payment of Marketing Fees, Liquidity Fees and Standby Commitment Fees with respect to Education Loans that were disbursed prior to July 1, 2004 (the Pre-Termination Period EOG Fees) are completely and forever discharged and satisfied.
That the calculation of the amount of the Pre-Termination Period EOG Fees Payment represents a compromise of an amount with respect to reconciliation of which the parties had independently arrived at different results.
Section 9 of the Retention Agreement is amended to provide in its entirety that the Retention Agreement shall terminate on the date 12 months from the Effective Time, provided however that, in the event of the occurrence of a Bay Networks Termination Notice Date within such 12-month period, then Xylogics' obligations under Section 2(a) shall continue in force and effect until the expiration of the Pre-Termination Period.
The introductory paragraph of Section 2(a) of the Retention Agreement is amended to read as follows: "If, any time up to and including June 30, 1997, the Company notifies you of its intention to terminate your employment with the Company other than for Cause or Disability, or if you terminate your employment for Good Reason, you shall be entitled to receive the benefits described in this Agreement during the Pre-Termination Period and to no benefits after the Bay Networks Termination Date." 3.
The $580,476 payment referenced herein above is referred to herein below as the Pre-Termination Period EOG Fees Payment.