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Exhibit 10.2
USA EDUCATION, INC. MANAGEMENT INCENTIVE PLAN
AWARDS TO [NAME]
TERMS OF PERFORMANCE STOCK AWARD
Pursuant to the provisions of the USA Education, Inc. Management
Incentive Plan ("MIP"), on ___________, 20__, the Compensation and Personnel
Committee of the USA Education, Inc. Board of Directors ("Committee")
authorized shares of Performance Stock to be granted to ("Executive"),
subject to the following terms and conditions:
1. On and from the date of grant, the shares of Performance Stock
shall be subject to forfeiture and shall not be vested or transferable,
except as provided below:
a. [upon achievement of corporate and/or individual
performance goals as determined by the Committee and
subject to section 10.2 of the MIP.]
b. Notwithstanding anything to the contrary in the
foregoing provisions listed above, not more than
______ shares shall become vested and transferable
prior to ___________, 20__, and not more than ______
shares shall become vested and transferable prior to
___________, 20__.
2. Notwithstanding the above, the Performance Stock shall be
vested in full if any of the following events occur on or prior to
___________, 20__.
a. immediately prior to a Change of Control, as that
term is defined in Section 12.2 of the MIP, provided
that Executive's employment has not terminated before
the date of the Change of Control; and
b. immediately upon termination of Executive`s
employment as a result of death, disability, or as a
result of an involuntary termination by the Company,
other than for gross misconduct.
3. The Performance Stock that, after allowing for vesting
pursuant to the terms of Sections 1 and 2 above, have not vested as of
___________, 20__ shall be forfeited.
4. Executive may at any time elect to have a sufficient number of
shares of Performance Stock withheld by the Company to satisfy his
income and employment tax withholding requirements in connection with
the Performance Stock Awards, and the Committee hereby approves the
transfer of such shares to the Company for purposes of SEC Rule 16b-3.
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5. The Compensation Committee of the Board of Directors shall
administer the grant of Performance Stock. The Company will not amend
or revise the terms of Executive's Performance Stock award, and may not
exercise negative discretion with respect to Executive's Performance
Stock award, without Executive's prior written consent.
