UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24,
2018
Navient Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(302) 283-8000
Not Applicable
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging
growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
ITEM
5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF
CERTAIN OFFICERS
On May
24, 2018, the Board of Directors of Navient Corporation
(“Navient” or the “Company”) amended and
restated the Company’s Deferred Compensation Plan
(“Plan”) to eliminate Company contributions effective
January 1, 2019 and to make certain other clarifying changes. This
summary is qualified in its entirety by reference to the revised
Plan, a copy of which is attached hereto and incorporated as
Exhibit 10.01.
ITEM
5.07
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 2018, Navient held its 2018 Annual
Meeting of Shareholders (the “Annual Meeting”). As of
the close of business on March 26, 2018, the record date for
the Annual Meeting, 264,587,791 shares of common stock, par value
$.01 per share, were outstanding and entitled to vote. At the
Annual Meeting, 243,480,038 shares, or approximately 92%, of the
outstanding shares of common stock entitled to vote were
represented in person or by proxy. At the Annual
Meeting, the following
proposals were submitted to a vote of the Company’s
shareholders, with the voting results indicated
below:
Proposal 1 – Election of Directors. The Company’s shareholders elected the
following 9 directors to hold office until the 2019 Annual Meeting
of Shareholders and until their successors have been duly elected
or appointed:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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Anna Escobedo Cabral
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226,819,813
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846,504
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128,658
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15,685,063
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99.57%
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William M. Diefenderfer, III
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226,844,153
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819,600
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131,222
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15,685,063
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99.58%
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Katherine A. Lehman
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226,823,491
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841,690
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129,794
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15,685,063
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99.57%
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Linda A. Mills
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225,554,183
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2,112,113
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128,679
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15,685,063
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99.02%
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John F. Remondi
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226,881,637
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787,044
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126,294
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15,685,063
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99.60%
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Jane J. Thompson
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203,076,086
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24,588,151
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130,738
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15,685,063
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89.15%
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Laura S. Unger
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226,542,498
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1,122,940
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129,537
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15,685,063
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99.45%
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Barry L. Williams
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226,701,667
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962,385
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130,923
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15,685,063
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99.52%
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David L. Yowan
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226,863,803
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799,178
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131,994
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15,685,063
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99.59%
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Proposal 2 – Ratification of the Appointment of KPMG
LLP. The Company’s
shareholders ratified the appointment of KPMG LLP as the
Company’s independent registered public accounting firm for
the year ending December 31, 2018, as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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242,089,442
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1,154,820
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235,776
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15,685,063
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99.43%
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Proposal 3 – Advisory Vote on Executive
Compensation. The
Company’s shareholders approved, by an advisory vote, the
compensation of its named executive officers, as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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221,980,476
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5,563,512
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250,987
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15,685,063
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97.45%
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Proposal 4 – Shareholder Proposal – Report on Student
Loan Risk Management
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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92,751,231
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123,985,851
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11,057,893
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15,685,063
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40.72%
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(d) Exhibits
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Exhibit
Number
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Description
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NAVIENT CORPORATION
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Date:
May 30, 2018
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By:
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/s/
Mark L. Heleen
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Mark
L. Heleen
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Chief
Legal Officer
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Navient Deferred Compensation Plan
(As Amended and Restated as of May 24, 2018)
ARTICLE 1. PURPOSE
Section 1.1. Navient
Corporation offers the Navient Deferred Compensation Plan (the
“Plan”) to certain key employees for the purpose of
saving for retirement and other personal expenses on a tax-favored
basis.
The
Plan, originally named the Sallie Mae Deferred Compensation Plan
for Key Employees, was adopted effective January 1, 1998. Effective
May 1, 2014, the Plan was amended and restated to reflect the
assumption and continuation of the Sallie Mae Deferred Compensation
Plan for Key Employees, a portion of which was spun-off to be
maintained by New BLC Corporation, a Delaware Corporation
(“SLM BankCo”), or an affiliate thereof, and the Plan
was renamed the Navient Corporation Deferred Compensation Plan for
Key Employees.
The
Plan was amended and restated effective January 1, 2015 to reflect
the merger of the Navient Supplemental 401(k) Savings Plan with and
into the Navient Corporation Deferred Compensation Plan for Key
Employees, and was renamed the Navient Deferred Compensation Plan,
and again as of May 24, 2018. This amended and restated Plan
applies to amounts deferred under the Plan with respect to a
Participant’s service on or after January 1, 2015. The terms
of the Plan (or, to the extent applicable, the terms of the Navient
Supplemental 401(k) Savings Plan) in effect immediately before
January 1, 2015 shall apply to amounts deferred under the Plan (or,
to the extent applicable, the Navient Supplemental 401(k) Savings
Plan) with respect to a Participant’s service prior to
January 1, 2015. For the avoidance of doubt, the terms of the Plan
(or, to the extent applicable, the terms of the Navient
Supplemental 401(k) Savings Plan) in effect immediately before
January 1, 2015 shall apply to any annual cash performance-based
compensation earned pursuant to the Navient Corporation 2014
Management Incentive Plan and deferred pursuant to a timely
election made in 2014, as well as any Company contribution
associated with such deferral.
With
respect to amounts deferred hereunder that are subject to Code
Section 409A, as amended, and any regulations and other official
guidance issued thereunder, applicable provisions of the Plan
document shall be interpreted to permit the deferral of
compensation in accordance with Code Section 409A, and any
provision that would conflict with such requirements shall not be
valid or enforceable.
ARTICLE 2. DEFINITIONS
Section 2.1. The
following words and phrases shall have the following meanings
unless a different meaning is plainly required by the
context:
Account.
“Account” means the account or accounts established on
behalf of a Participant, on the books of the Company, pursuant to
Section 5.1, which shall be comprised of the following
sub-accounts: one Retirement/Termination Distribution Account
and/or one or more In-Service Distribution Accounts.
Administrator.
“Administrator” means the senior human resources
officer of the Company.
Affiliate.
“Affiliate” means any firm, partnership, or corporation
that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with
Navient, provided such Affiliate is designated as such by the
Administrator. “Affiliate” also includes any other
organization similarly related to the Company that is designated as
such by the Administrator.
Alternative Company
Contributions. “Alternative Company
Contributions” means the contributions made by the Company
pursuant to Section 4.6, which were credited to the
Retirement/Termination Distribution Account of eligible
Participants for periods prior to the Effective Date.
Beneficiary.
“Beneficiary” means the person or persons designated as
such in accordance with Section 12.3.
Board.
“Board” means the Board of Directors of
Navient.
Bonus.
“Bonus” means any annual cash performance-based
compensation earned pursuant to the Navient Corporation Management
Incentive Plan or any successor plan to the Navient Corporation
Management Incentive Plan.
Bonus
Deferral. “Bonus Deferral” means the portion of
Bonus that otherwise would be payable to a Participant but for the
Participant’s timely election to defer receipt of such
payment pursuant to Section 4.2 of this Plan.
Code.
“Code” means the Internal Revenue Code of 1986, as
amended from time to time.
Company.
“Company” means Navient and any Affiliate, unless the
Affiliate has made an affirmative election not to adopt the Plan. A
Company may revoke its participation in the Plan at any time, but
until such revocation, all the provisions of the Plan and
amendments thereto shall apply to the Eligible Employees of the
Company. In the event a Company revokes its participation in the
Plan, the Plan shall be deemed terminated only with respect to such
Company.
Company
Contributions. “Company Contributions” means the
contributions made by the Company pursuant to Section 4.5, which
were credited to the Retirement/Termination Distribution Account of
eligible Participants for periods prior to the Effective
Date.
Disabled.
“Disabled” has the meaning set forth in the Navient
Employees Comprehensive Welfare Benefits Plan with respect to the
provision of long-term disability benefits (provided that the
Participant qualifies as a “disabled” within the
meaning of Treasury Regulation Section
1.409A-3(i)(4)).
Earnings Crediting
Options. “Earnings Crediting Options” means the
deemed investment options that are offered under the Plan from time
to time and selected by the Participant pursuant to which deemed
earnings are credited to the Participant’s
Account.
Effective
Date. “Effective Date” means January 1,
2019.
Eligible
Employee. “Eligible Employee” means an Employee
who (i) is at the Director level or above at the Company, and (ii)
is designated by the Administrator as eligible to participate in
the Plan.
Eligible
Compensation. “Eligible Compensation” means, for
any given Plan Year, the sum of a Participant’s (i) Salary
for the Plan Year, plus (ii) any Bonus earned in the calendar year
immediately preceding the Plan Year and payable in the Plan Year;
provided that such sum shall be reduced (but not below zero) by the
dollar limit set forth in section 401(a)(17) of the Code that is
applicable for the Plan Year. Notwithstanding the preceding
sentence, the Eligible Compensation of a Participant shall not
exceed $500,000 in any given Plan Year.
Employee.
“Employee” means any individual employed by the
Company, in accordance with the personnel policies and practices of
the Company, including citizens of the United States employed
outside of their home country and resident aliens employed in the
United States; provided, however, that to qualify as an
“Eligible Employee” for purposes of the Plan, the
individual must be a member of a group of “key management or
other highly compensated employees” within the meaning of
Sections 201, 301, and 401 of the Employee Retirement Income
Security Act of 1974, as amended.
End Termination
Date. “End Termination Date” means the date of
termination of a Participant’s Service with the Company and
its Affiliates and shall be determined without reference to any
compensation continuation arrangement or severance benefit
arrangement that may be applicable.
Enrollment
Agreement. “Enrollment Agreement” means the
authorization, in form and substance satisfactory to the
Administrator, which an Eligible Employee files in order to
participate in the Plan.
In-Service
Distribution Account. “In-Service Distribution
Account” means a sub-account maintained on behalf of a
Participant to record the amounts payable at a future date as
specified in the Participant’s Enrollment Agreement. Unless
otherwise determined by the Administrator, a Participant may
maintain no more than five In-Service Distribution
Accounts.
Navient.
“Navient” means Navient Corporation, a Delaware
Corporation.
Navient 401(k)
Plan. “Navient 401(k) Plan” means the Navient
401(k) Savings Plan.
Participant.
“Participant” means an Eligible Employee who has filed
a complete Enrollment Agreement with the Administrator or the
Administrator’s designee, in accordance with the provisions
of Section 4, and who is making Salary Deferrals, Bonus Deferrals
and/or (for periods prior to the Effective Date) Target Dollar
Deferrals into the Plan. In the event that the Participant becomes
incompetent, the term shall mean his or her personal representative
or guardian, who shall have the rights of a Participant, except the
right to change the form and timing of the commencement of benefits
elected by the Participant on the Enrollment Agreement. In the
event of the death of a Participant, the term shall mean his or her
Beneficiary, who shall have the rights of a Participant, except the
right to change the form and timing of the commencement of benefits
elected by the Participant on the Enrollment Agreement. An
individual shall remain a Participant until that individual has
received full distribution of any amount credited to the
Participant’s Account.
Plan.
“Plan” means this plan, the Navient Deferred
Compensation Plan, as amended from time to time.
Plan Year.
“Plan Year” means the 12-month period beginning on each
January 1 and ending on the following
December 31.
Retirement.
“Retirement” means a Participant’s Termination of
Employment, where the Participant has attained the age of sixty
(60) and has served ten (10) or more Years of Service with the
Company prior to his or her Termination of Employment.
Retirement/Termination
Account. “Retirement/Termination Account” means
a sub-account maintained on behalf of a Participant to which Salary
Deferrals and Bonus Deferrals are credited, and to which Target
Dollar Deferrals, Company Contributions and Alternative Company
Contributions were credited for periods prior to the Effective
Date.
Salary.
“Salary” means the total amount of cash remuneration
paid by the Company to an Eligible Employee for any calendar year
of employment as base salary, including the Participant’s
contributions of Salary under this Plan, any elective deferrals, as
defined in section 402(g) of the Code, and any compensation
contributed on behalf of an Eligible Employee to any cafeteria
plan, as defined in section 125 of the Code, maintained by the
Company or an Affiliate, but not taking into account any fringe
benefits, moving and relocation expenses and other forms of welfare
benefits.
Salary
Deferral. “Salary Deferral” means the portion of
Salary that otherwise would be payable to a Participant but for the
Participant’s timely election to defer receipt of such
payment pursuant to Section 4.1 of this Plan.
Service.
“Service” means the period of time during which an
employment relationship exists between an Employee and the Company,
including any period during which the Employee is on an approved
leave of absence, whether paid or unpaid. “Service”
includes employment prior to May 1, 2014, with SLM Corporation, or
an affiliate of SLM Corporation.
Target Dollar
Deferral. For periods prior to the Effective Date,
“Target Dollar Deferral” meant the portion of Salary
that otherwise would be payable to a Participant but for the
Participant’s timely election to defer receipt of such
payment pursuant to Section 4.3 of this Plan. For periods on and
after the Effective Date, no further Target Dollar Deferrals may be
elected under the Plan.
Termination of
Employment. “Termination of Employment” or
“Terminates Employment” means a termination of
employment or other separation from Service from the Company as
described in Code Section 409A and the regulations
thereunder.
Valuation
Date. “Valuation Date” means each day on which
the NASDAQ Stock Exchange is open for business, or such other date
determined by the Administrator.
Year of
Service. “Year of Service” means each 12-month
period of Service.
ARTICLE 3. ADMINISTRATION
OF THE PLAN AND DISCRETION
Section 3.1. The
Administrator shall have full power and authority to interpret the
Plan, to prescribe, amend and rescind any rules, forms and
procedures as he or she deems necessary or appropriate for the
proper administration of the Plan, and to make any other
determinations and to take any other actions as he or she deems
necessary or advisable in carrying out his or her duties under the
Plan. All action taken by the Administrator arising out of, or in
connection with, the administration of the Plan or any rules
adopted thereunder, shall, in each case lie within his or her sole
discretion, and shall be final, conclusive and binding upon any
Company, the Board, all Employees, all Beneficiaries of Employees
and all persons and entities having an interest therein.
Notwithstanding any provision in this Plan to the contrary, the
Administrator shall have no authority to take any action or make
any decision which impacts solely on the Plan benefits of the
Administrator.
Section 3.2. The
Administrator shall serve without compensation for his or her
services unless otherwise determined by the Board. All expenses of
administering the Plan shall be paid by the Company.
Section 3.3. Navient
shall indemnify and hold harmless the Administrator from any and
all claims, losses, damages, expenses (including counsel fees) and
liability (including any amounts paid in settlement of any claim or
any other matter with the consent of the Board) arising from any
act or omission of such member, except when the same is due to
gross negligence or willful misconduct. Except as otherwise
provided by law, neither the Administrator nor any other person who
is an employee, officer and/or director of the Company, will incur
any liability whatsoever on account of any matter connected with or
related to the Plan or the administration of the Plan, unless such
person has acted in bad faith, or has willfully neglected his or
her duties, in respect of the Plan.
Section 3.4. Any
decisions, actions or interpretations to be made under the Plan by
the Administrator shall be made in his or her sole discretion, not
as a fiduciary, and need not be uniformly applied to similarly
situated individuals and shall be final, binding and conclusive on
all persons interested in the Plan.
ARTICLE 4. DEFERRAL
ELECTIONS
Section 4.1. Salary
Deferrals. An Eligible Employee
will be offered the opportunity each Plan Year to defer a
percentage of his or her Salary to be earned in the following Plan
Year by timely filing a complete and fully executed Enrollment
Agreement pursuant to procedures established by the Administrator.
A completed Enrollment Agreement must be filed by the Eligible
Employee no later than the annual filing deadline established by
the Administrator, but in no event later than the last day of the
Plan Year (i.e., December 31 of the year prior to the year in which
the Salary will be earned). With respect to Salary Deferrals, a
completed Enrollment Agreement shall become irrevocable on the
first day of the subsequent Plan Year (i.e., January 1 of the year
in which the Salary will be earned).
A
completed Enrollment Agreement shall specify (a) the
percentage of Salary to be deferred (pursuant to payroll reduction,
and after required payroll taxes have been deducted), expressed in
a whole percentage, and (b) whether the Salary Deferral will
be allocated to a Retirement/Termination Account or to an
In-Service Account. A Participant shall allocate his or her Salary
Deferral between these accounts in increments of one percent;
provided, however, that 100 percent of such Salary Deferral may be
allocated to one such account. The Administrator may establish
minimum or maximum amounts that may be deferred under this Section
and may change such standards from time to time; provided, however,
that in no event shall the maximum amount be permitted to exceed 80
percent of the Eligible Employee’s Salary.
Section 4.2. Bonus
Deferrals. An Eligible Employee
will be offered the opportunity each Plan Year to defer a portion
of his or her Bonus by timely filing a complete and fully executed
Enrollment Agreement pursuant to procedures established by the
Administrator. Except as provided below with respect to Bonuses
that qualify as performance-based compensation under Code
Section 409A, a completed Enrollment Agreement must be filed
by the Eligible Employee no later than the annual filing deadline
established by the Administrator, but in no event later than the
last day of the Plan Year immediately preceding Plan Year in which
the Bonus will be earned (i.e., December 31 of the year prior to
the year in which the Bonus will be earned). In the case of any
Bonus that is designated by the Company as a performance-based
Bonus and which qualifies as performance-based compensation under
Code Section 409A, a completed Enrollment Agreement must be filed
by the Eligible Employee in accordance with Treasury Regulation
§1.409A-2(a)(8) no later than the date that is six months
before the end of the performance period related to such Bonus
(which performance period shall be not less than 12 months), or
such other earlier date designated by the Administrator. With
respect to Bonus Deferrals, a completed Enrollment Agreement shall
become irrevocable on the day immediately following the latest date
for filing such Enrollment Agreement.
A
completed Enrollment Agreement shall specify (a) the
percentage of Bonus to be deferred (pursuant to payroll reduction,
and after required payroll taxes have been deducted), expressed in
a whole percentage, and (b) whether the Bonus Deferral will be
allocated to a Retirement/Termination Account or to an In-Service
Account. A Participant shall allocate his or her Bonus Deferral
between these accounts in increments of one percent; provided,
however, that 100 percent of such Bonus Deferral may be allocated
to one such account. The Administrator may establish minimum or
maximum amounts that may be deferred under this Section and may
change such standards from time to time; provided, however, that in
no event shall the maximum amount be permitted to exceed 80 percent
of the Eligible Employee’s Bonus.
Section 4.3. Target Dollar
Deferrals. For periods prior to
the Effective Date, each Eligible Employee designated by the
Administrator was offered the opportunity each Plan Year to defer a
fixed dollar amount, determined by the Company, of his or her
Salary to be earned in the following Plan Year by timely filing a
complete and fully executed Enrollment Agreement pursuant to
procedures established by the Administrator. No Participant shall
have the opportunity to make Target Dollar Deferrals for periods on
or after the Effective Date.
Section 4.4. Newly Eligible
Employees. The Administrator
may, in his or her discretion, permit Employees who first become
Eligible Employees after the beginning of a Plan Year to enroll in
the Plan for that Plan Year by filing a complete and fully executed
Enrollment Agreement, in accordance with Sections 4.1 and 4.2,
as soon as practicable following the date the Employee becomes an
Eligible Employee, but in no event later than 30 days after such
date. Any election by an Eligible Employee pursuant to this Section
to defer Salary shall apply only to such amounts as are earned by
the Eligible Employee after the date on which such Enrollment
Agreement is filed. Notwithstanding anything in this Section to the
contrary, a newly Eligible Employee shall not be eligible to elect
to defer any Bonus earned in the Plan Year in which he or she first
becomes an Eligible Employee, if he or she becomes an Eligible
Employee after June 30 of the Plan Year.
Section 4.5. Company
Contributions. For periods
prior to the Effective Date, a Participant who had completed one
Year of Service was eligible to receive a Company Contribution,
subject to the conditions set forth in this Section 4.5. For each
Plan Year prior to the Effective Date in which a Participant made a
Salary Deferral or a Bonus Deferral, the Participant was eligible
to receive a Company Contribution in an amount equal to the greater
of: (i) five percent (5%) of the Participant’s Eligible
Compensation, or (ii) five percent (5%) of the sum of the
Participant’s Salary Deferral and Bonus Deferral; provided,
however, that the Company Contribution for a given Plan Year did
not exceed the sum of the Participant’s Salary Deferral and
Bonus Deferral. Any Company Contribution was credited to the
Participant’s Retirement/Termination Distribution Account at
such time(s) as determined solely by the Company. A Participant who
made a Target Dollar Deferral with respect to a given Plan Year was
not eligible to receive a Company Contribution for that Plan Year.
No Participant shall be eligible to receive a Company Contribution
for any Eligible Compensation paid or any Salary or Bonus Deferrals
made on or after the Effective Date. For avoidance of doubt, no
Participant shall be eligible to receive a Company Contribution for
any Bonus earned in 2018 but paid in 2019.
Section 4.6. Alternative Company
Contributions. For periods
prior to the Effective Date, a Participant who had completed one
Year of Service was eligible to receive an Alternative Company
Contribution, subject to the conditions set forth in this Section
4.6. For each Plan Year prior to the Effective Date in which a
Participant made a Target Dollar Deferral, the Participant was
eligible to receive a Company Alternative Contribution in an amount
equal to the greater of: (i) the Participant’s Target Dollar
Deferral, or (ii) five percent (5%) of the Participant’s
Eligible Compensation; provided, however, the Company Alternative
Contribution for a given Plan Year did not exceed $25,000. Any
Company Alternative Contribution was credited to the
Participant’s Retirement/Termination Distribution Account at
such time(s) as determined solely by the Company. No Participant
shall be eligible to make Target Dollar Deferrals or receive an
Alternative Company Contribution for any periods on or after the
Effective Date. For avoidance of doubt, no Participant shall be
eligible to receive an Alternative Company Contribution for any
Bonus earned in 2018 but paid in 2019.
Section 4.7. Transfers from Other
Plans of Deferred Compensation.
The Company may credit an Eligible Employee with an amount under
this Plan equal to the amount credited under a prior plan of
deferred compensation maintained by the Company or its predecessor
on behalf of a selected group of management and highly compensated
employees. Any such amount shall be credited to the
Retirement/Termination Distribution Account.
Section 4.8. Vesting.
A Participant shall be 100% vested in his Account at all
times.
ARTICLE 5. PARTICIPANT
ACCOUNTS
Section 5.1. Establishment of
Accounts. The Company shall
establish on its books a hypothetical Account for each Participant.
Each Account shall be comprised of one or more sub-accounts. One
sub-account shall be referred to as the Retirement/Termination
Account. Generally, the distribution of amounts credited to the
Retirement/Termination Account shall be subject to Section 7.1
or Section 7.2 (depending on the nature of the Participant’s
separation from Service). The other sub-accounts shall be referred
to as In-Service Accounts. Company Contributions and Alternative
Company Contributions, when credited for periods prior to the
Effective Date, were credited only to the Retirement/Termination
Distribution Account.
Section 5.2. Earnings on
Participant Accounts. A
Participant’s Account shall be credited with earnings in
accordance with the Earnings Crediting Options, elected by the
Participant from time to time, until such Account is fully
distributed. Participants may allocate their Retirement/Termination
Account and/or each of their In-Service Accounts among the Earnings
Crediting Options then available under the Plan only in accordance
with rules and procedures adopted by the Administrator. In the
event no Earnings Crediting Option election is received, a
Participant’s Account shall be deemed invested in an Earnings
Crediting Option, as available from time to time, which has been
designated as a default Earnings Crediting Option by the
Administrator. The deemed rate of return, positive or negative,
credited under each Earnings Crediting Option is based upon the
actual investment performance of such Earnings Crediting Option,
and shall equal the total return of such Earnings Crediting Option,
net of asset based charges, including, without limitation, money
management fees, fund expenses and mortality and expense risk
insurance contract charges. The Company reserves the right, on a
prospective basis, to add or delete Earnings Crediting
Options.
Section 5.3. Earnings Crediting
Options. Notwithstanding that
the rates of return credited to Participants’ Accounts under
the Earnings Crediting Options are based upon the actual
performance of the Earnings Crediting Options, the Company shall
not be obligated to invest any Salary Deferrals, Bonus Deferrals,
Target Dollar Deferrals, Company Contributions, Alternative Company
Contributions or any other amounts in such Earnings Crediting
Options.
Section 5.4. Changes in Earnings
Crediting Options. Subject to
limitations set forth in Section 11, a Participant may change
the Earnings Crediting Options to which his or her Account is
deemed to be allocated with whatever frequency is determined by the
Administrator, which shall not be less than four times per Plan
Year. Each such change may include (a) reallocation of the
Participant’s existing Retirement/Termination Account and
In-Service Accounts among the Earnings Crediting Options, and/or
(b) reallocation of Earnings Crediting Options with respect to
amounts to be credited to the Participant’s Account in the
future, as the Participant may elect. Any such change must be in
accordance with the rules and procedures adopted by the
Administrator.
Section 5.5. Valuation of
Accounts. The value of a
Participant’s Account as of any Valuation Date shall equal
the amounts theretofore credited to such Account, including any
earnings (positive or negative) deemed to be earned on such Account
in accordance with Section 5.2 through the Valuation Date
coincident with or immediately preceding such date, less the
amounts theretofore deducted from such Account.
Section 5.6. Statement of
Accounts. Except as set forth
below, the Administrator shall provide to each Participant, not
less frequently than annually, a statement in such form as the
Administrator deems desirable setting forth the balance standing to
the credit of the Participant’s Account. In lieu of providing
such a statement, the Administrator may provide each Participant
with electronic access to information regarding his or her Account
via a website maintained by Plan’s third-party
administrator.
Section 5.7. Distribution from
Accounts. The
Participant’s Account shall be reduced by the amount of
payments made by the Company to the Participant or the
Participant’s Beneficiary pursuant to this Plan. Any
distribution made to or on behalf of a Participant from his or her
Account in an amount which is less than the entire balance of any
such Account shall be made pro rata from each of the Earnings
Crediting Options to which such Account is then
allocated.
ARTICLE 6. DISTRIBUTION
ELECTIONS
Section 6.1. Election of
Distribution Options. In the
first Enrollment Agreement filed by an Eligible Employee, the
Eligible Employee shall elect the time and manner of payment
pursuant to which the Eligible Employee’s Account will be
paid.
Section 6.2. Retirement/Termination
Account. Initial elections as
to the payment of a Participant’s Retirement/Termination
Account upon Retirement shall be applicable to all amounts in the
Retirement/Termination Distribution Account.
Section 6.3. In-Service
Account. The time and manner of
payment elected with respect to an In-Service Account must be
elected on the Enrollment Agreement at the time Salary Deferrals,
Bonus Deferrals or (for periods prior to the Effective Date) Target
Dollar Deferrals are first directed into the In-Service Account.
The election of the time and manner of payment will be applicable
to all amounts in such In-Service Account.
Section 6.4. Election
Changes. An election to change
the time and manner of payment of amounts deferred into one or more
sub-account: 1) must delay distribution of such amount for at
least 5 years beyond the original distribution date; 2) must
be made at least 12 months before the original distribution date;
and 3) will not be effective until 12 months after the Participant
makes the new election. For purposes of this Section 6.4,
installment payments will be treated as a single form of
payment.
ARTICLE 7. DISTRIBUTION
OF BENEFITS
Section 7.1. Distribution of
Benefits Upon Retirement. Upon
a Termination of Employment that qualifies as a Retirement under
the Plan, the Participant’s Retirement/Termination Account
shall be distributed in one of the following methods, as elected by
the Participant in accordance with Section 6.2: (i) in a
single lump sum, or (ii) in up to ten (10) annual
installments. In the event no distribution election is received,
the Participant’s Retirement/Termination Account shall be
distributed in a single lump sum. Distribution of the
Participant’s Retirement/Termination Account shall be made or
commence on the first day of the seventh month following the
Participant’s Termination of Employment.
Section 7.2. Distribution of
Benefits Upon Termination Other Than Retirement. Upon a Termination of Employment that does not
qualify as a Retirement, the Participant’s
Retirement/Termination Distribution Account shall be distributed in
a single lump sum on the first day of the seventh month following
the Participant’s Termination of
Employment.
Section 7.3. Distribution of
Benefits From In-Service Distribution Account. Each In-Service Account maintained on behalf of
a Participant shall be distributed in one of the following methods,
as elected by the Participant in accordance with Section 6.3:
(i) in a single lump sum, or (ii) in up to five (5)
annual installments. In the event no distribution election is
received, the Participant’s In-Service Account shall be
distributed in a single lump sum. Payment of each In-Service
Account shall commence in the Plan Year elected by the Participant
at a time selected by the Administrator. Notwithstanding the
preceding sentence, the remaining balance of an In-Service Account
will be distributed in a single lump sum upon a Termination of
Employment if the Participant elected to receive such a
distribution pursuant to the first Enrollment Agreement filed with
respect to the In-Service Account, provided that such distribution
shall be made on the first day of the seventh month following the
Participant’s Termination of Employment.
Section 7.4. Distribution of
Benefits Upon a Change of Control. A Participant’s entire Account balance
shall become immediately due and payable upon the occurrence of a
Change in Control only if (i) the Change in Control satisfies the
requirements of Code Section 409A(a)(2)(A)(v) (and the guidance
issued thereunder) and (ii) the Participant elected to receive a
distribution of benefits upon a Change in Control pursuant to the
first Enrollment Agreement filed with respect to the
Participant’s Account. Any such distribution of the
Participant’s entire Account balance upon the occurrence of a
Change in Control shall be made in a single lump sum as soon as
practicable following the Change in Control. For purposes of this
Section 7.4, a Change in Control means a change in the ownership or
effective control of the Corporation or in the ownership of a
substantial portion of the assets of Navient, as determined in
accordance with the requirements of Code
Section 409A.
Section 7.5. Installment
Payments. If the Participant
has elected to receive his or her Account in the form of
installment payments, the first annual installment payment shall
equal (i) the value of such Account as of the applicable
Valuation Date, divided by (ii) the number of annual
installment payments elected by the Participant in the Enrollment
Agreement, pursuant to which such Account was established. The
remaining annual installments shall equal (i) the value of
such Account as of the applicable Valuation Date divided by
(ii) the number of installments remaining.
Section 7.6. Mode of
Distribution. Except as
otherwise required under Article 11, all distributions and
withdrawals under the Plan shall be made in
cash.
ARTICLE 8. DISABILITY
Section 8.1. In
the event a Participant becomes Disabled, the Participant’s
Retirement/Termination Distribution Account, if any, shall be
distributed to the Participant in accordance with Section 7.1 or
Section 7.2, as applicable. The Participant’s In-Service
Distribution Accounts, if any, will be distributed to the
Participant in accordance with Section 7.3(a), without regard
to the fact that the Participant became Disabled. In addition, the
Participant’s right to make any further deferrals under this
Plan shall terminate if the Participant has incurred a medically
determinable physical or mental impairment resulting in the
Participant’s inability to perform the duties of his or her
position or any substantially similar position where such
impairment can be expected to result in death or can be expected to
last for a continuous period of not less than six
months.
ARTICLE 9. SURVIVOR
BENEFITS
Section 9.1. Death of Participant
Prior to the Commencement of Benefits. In the event of a Participant’s death
prior to the commencement of benefits in accordance with
Section 7, the Participant’s entire Account balance
shall be paid to the Participant’s Beneficiary, as determined
under Section 12.3, in a single lump sum as soon as
practicable following the Participant’s
death..
Section 9.2. Death of Participant
After Benefits Have Commenced.
In the event a Participant dies after annual installments from his
or her Account have commenced, but before the entire balance of
such Account has been paid, the remaining balance shall be paid to
the Participant’s Beneficiary, as determined under
Section 12.3, in a single lump sum as soon as practicable
following the Participant’s death.
ARTICLE 10. EMERGENCY
BENEFIT
Section 10.1. In
the event that the Administrator, upon written request of a
Participant, determines, in his or her sole discretion, that the
Participant has suffered an unforeseeable financial emergency, the
Company shall pay to the Participant from his or her Account, as
soon as practicable following such determination, an amount
necessary to meet the emergency, after deduction of any and all
taxes as may be required pursuant to Section 12.9 (the
“Emergency Benefit”), and after taking into account the
extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant’s assets (to the extent the
liquidation of such assets would not itself cause severe financial
hardship). An unforeseeable financial emergency means a severe
financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant’s spouse, the
Participant’s beneficiary, or of a Participant’s
dependent (as defined in Code Section 152, without regard to
Code Section 152(b)(1), (b)(2), and (d)(1)(B)); loss of the
Participant’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by
insurance); or similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant. Examples of events that may constitute an
unforeseeable financial emergency include the imminent foreclosure
of or eviction from the Participant’s primary residence; the
need to pay for medical expenses, including non-refundable
deductibles, as well as for the costs of prescription drug
medication; and the need to pay for the funeral expenses of the
Participant’s spouse, the Participant’s beneficiary, or
the Participant’s dependent (as defined in Code Section 152,
without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)).
Whether a Participant is faced with an unforeseeable financial
emergency will be determined based on the relevant facts and
circumstances of each case, but, in any case, a distribution on
account of an unforeseeable financial emergency may not be made to
the extent that such emergency is or may be relieved:
(i) through reimbursement or compensation by available
insurance or otherwise, (ii) by liquidation of the
Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship or
(iii) by cessation of deferrals under the Plan. Emergency
Benefits shall be paid first from the Participant’s
In-Service Distribution Accounts, if any, in the order in which
such Accounts would otherwise be distributed to the Participant. If
the distribution exhausts the In-Service Accounts, the
Retirement/Termination Distribution Account may be accessed. With
respect to that portion of any Account which is distributed to a
Participant as an Emergency Benefit in accordance with this
Section, no further benefit shall be payable to the Participant
under this Plan. Notwithstanding anything in this Plan to the
contrary, a Participant who receives an Emergency Benefit in any
Plan Year shall not be entitled to make any further Salary or Bonus
Deferrals for the remainder of such Plan Year.
The
amount available for distribution of amounts deferred under the
Plan on account of an unforeseeable financial emergency shall be
limited to the amount reasonably necessary to satisfy the emergency
need (which may include amounts necessary to pay any Federal,
state, local, or foreign income taxes or penalties reasonably
anticipated to result from the distribution), and shall be
determined in accordance with Code Section 409A and the
regulations thereunder. In all events, distributions due to an
unforeseeable financial emergency shall be made solely in
accordance with the provisions of Code Section 409A and
related official guidance.
ARTICLE 11. EARNINGS
CREDITING OPTION BASED ON COMPANY STOCK
Section 11.1. Vice Presidents and
Above. Notwithstanding any
other provision of the Plan, for Participants who are or become a
Vice President or above, any portion of such a Participant’s
Account deemed to be invested in Navient stock may not be changed
to another investment option for the entire period of time that the
Account is maintained and shall be distributed in the form of
Navient common stock.
ARTICLE 12. MISCELLANEOUS
Section 12.1. Amendment and
Termination. The Plan may be
amended, suspended, discontinued or terminated at any time by
Navient; provided, however, that no such amendment, suspension,
discontinuance or termination shall reduce or in any manner
adversely affect the rights of any Participant with respect to
benefits that are payable or may become payable under the Plan
based upon the balance of the Participant’s Accounts as of
the effective date of such amendment, suspension, discontinuance or
termination. Notwithstanding the foregoing, in no event shall any
amendment, modification or termination be made in a manner that is
inconsistent with the requirements under Code
Section 409A.
Section 12.2. Claims
Procedure.
(a)
Claim
A
person who believes that he or she is being denied a benefit to
which he or she is entitled under the Plan (hereinafter referred to
as a “Claimant”) may file a written request for such
benefit with the Plan’s third-party administrator, setting
forth the claim.
(b)
Claim
Decision
Upon
receipt of a claim, the Plan’s third-party administrator
shall advise the Claimant that a reply will be forthcoming within
ninety (90) days and shall, in fact, deliver such reply within such
period. The Plan’s third-party administrator may, however,
extend the reply period for an additional ninety (90) days for
reasonable cause.
If the
claim is denied in whole or in part, the Claimant shall be provided
a written opinion, using language calculated to be understood by
the Claimant, setting forth:
(1)
The
specific reason or reasons for such denial;
(2)
The
specific reference to pertinent provisions of this Agreement on
which such denial is based;
(3)
A
description of any additional material or information necessary for
the Claimant to perfect his or her claim and an explanation why
such material or such information is necessary; and
(4)
Appropriate
information as to the steps to be taken if the Claimant wishes to
submit the claim for review.
(c)
Request
for Review
Within
sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that
the Administrator review the determination of the Plan’s
third-party administrator. The Claimant or his/her duly authorized
representative may, but need not, review the pertinent documents
and submit issues and comment in writing for consideration by the
Administrator. If the Claimant does not request a review of the
initial determination within such sixty (60) day period, the
Claimant shall be barred and estopped from challenging the
determination.
(d)
Review
of Decision
Within
sixty (60) days after the Administrator’s receipt of a
request for review, it will review the initial determination. After
considering all materials presented by the Claimant, the
Administrator will render a written opinion, written in a manner
calculated to be understood by the Claimant, setting forth the
specific reasons for the decision and containing specific
references to the pertinent provisions of this Agreement on which
the decision is based. If special circumstances require that the
sixty (60) day time period be extended, the Administrator will so
notify the Claimant and will render the decision as soon as
possible, but no later than one hundred twenty (120) days after
receipt of the request for review.
Section 12.3. Designation of
Beneficiary. Each Participant
may designate a Beneficiary or Beneficiaries (which Beneficiary may
be an entity other than a natural person) to receive any payments
which may be made following the Participant’s death. Such
designation may be changed or canceled at any time without the
consent of any such Beneficiary. Any such designation, change or
cancellation must be made in a form approved by the Administrator
and shall not be effective until received by the Administrator, or
his or her designee. If no Beneficiary has been named, or the
designated Beneficiary or Beneficiaries shall have predeceased the
Participant, the Beneficiary shall be the Participant’s
estate. If a Participant designates more than one Beneficiary, the
interests of such Beneficiaries shall be paid in equal shares,
unless the Participant has specifically designated
otherwise.
Section 12.4. Limitation of
Participant’s Right.
Nothing in this Plan shall be construed as conferring upon any
Participant any right to continue in the employment of the Company,
nor shall it interfere with the rights of the Company to terminate
the employment of any Participant and/or to take any personnel
action affecting any Participant without regard to the effect which
such action may have upon such Participant as a recipient or
prospective recipient of benefits under the Plan. Any amounts
payable hereunder shall not be deemed salary or other compensation
to a Participant for the purposes of computing benefits to which
the Participant may be entitled under any other arrangement
established by the Company for the benefit of its
employees.
Section 12.5. No Limitation on
Company Actions. Nothing
contained in the Plan shall be construed to prevent the Company
from taking any action which is deemed by it to be appropriate or
in its best interest. No Participant, Beneficiary, or other person
shall have any claim against the Company as a result of such
action.
Section 12.6. Obligations to
Company. If a Participant
becomes entitled to a distribution of benefits under the Plan, and
if at such time the Participant has outstanding any debt,
obligation, or other liability representing an amount owing to the
Company that arose in the ordinary course of the service
relationship between the Company and the Participant, then the
Company may offset, to the extent permitted under Treasury
Regulation §1.409A-3(j)(4)(xiii), such amount owed to it
against the amount of benefits otherwise distributable, to the
extent permissible under State law. Such determination shall be
made by the Administrator.
Section 12.7. Nonalienation of
Benefits. Except as expressly
provided herein, no Participant or Beneficiary shall have the power
or right to transfer (otherwise than by will or the laws of descent
and distribution), alienate, or otherwise encumber the
Participant’s interest under the Plan, except pursuant to a
domestic relations order that would qualify as a Qualified Domestic
Relations Order under section 414(p) of the Code. The
Company’s obligations under this Plan may not be assigned or
transferred except to (a) any corporation or partnership which
acquires all or substantially all of the Company’s assets or
(b) any corporation or partnership into which the Company may
be merged or consolidated. The provisions of the Plan shall inure
to the benefit of each Participant and the Participant’s
Beneficiaries, heirs, executors, administrators or successors in
interest.
Section 12.8. Protective
Provisions. Each Participant
shall cooperate with the Company by furnishing any and all
information requested by the Company in order to facilitate the
payment of benefits hereunder, taking such physical examinations
(for insurance purposes) as the Company may deem necessary and
taking such other relevant action as may be requested by the
Company. If a Participant refuses to cooperate, the Company shall
have no further obligation to the Participant under the Plan, other
than payment to such Participant of the then current balance of the
Participant’s Accounts in accordance with his or her prior
elections.
Section 12.9. Withholding
Taxes. Subject to the
requirements of Code Section 409A and any guidance issued
thereunder, the Company may make such provisions and take such
action as it may deem necessary or appropriate for the withholding
of any taxes which the Company is required by any law or regulation
of any governmental authority, whether Federal, state or local, to
withhold in connection with any benefits under the Plan, including,
but not limited to, the withholding of appropriate sums from any
amount otherwise payable to the Participant (or his or her
Beneficiary). Each Participant, however. shall be responsible for
the payment of all individual tax liabilities relating to any such
benefits.
Section 12.10. Unfunded Status of
Plan. The Plan is intended to
constitute an “unfunded” plan of deferred compensation
for Participants. Benefits payable hereunder shall be payable out
of the general assets of the Company, and no segregation of any
assets whatsoever for such benefits shall be made. Notwithstanding
any segregation of assets or transfer to a grantor trust, with
respect to any payments not yet made to a Participant, nothing
contained herein shall give any such Participant any rights to
assets that are greater than those of a general creditor of the
Company.
Section 12.11. Severability.
If any provision of this Plan is held unenforceable, the remainder
of the Plan shall continue in full force and effect without regard
to such unenforceable provision and shall be applied as though the
unenforceable provision were not contained in the
Plan.
Section 12.12. Government
Law. The Plan shall be
construed in accordance with the laws of the State of Delaware,
without reference to the principles of conflict of
laws.
Section 12.13. Headings.
Headings are inserted in this Plan for convenience of reference
only and are to be ignored in the construction of the provisions of
the Plan.
Section 12.14. Gender. Singular or
Plural. All pronouns and any
variations thereof shall be deemed to refer to the masculine,
feminine, or neuter, as the identity of the person or persons may
require. As the context may require, the singular may read as the
plural and the plural as the singular.
Section 12.15. Notice.
Any notice or filing required or permitted to be given to the Plan
or the Administrator under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified
mail, to the Human Resources Department, or to such other entity as
the Administrator may designate from time to time. Such notice
shall be deemed given as to the date of delivery, or, if delivery
is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
IN
WITNESS WHEREOF, Navient Corporation has caused this Plan to be
duly executed in its name and on its behalf as of the ______ day of
May, 2018.