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NAVI > SEC Filings for NAVI > Form 8-K on 19-Aug-2014All Recent SEC Filings

Show all filings for NAVIENT CORP

Form 8-K for NAVIENT CORP


19-Aug-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS WITH CERTAIN OFFICERS.

On August 13, 2014, the Board of Directors of Navient Corporation (the "Company"), upon the recommendation of the Compensation and Personnel Committee, adopted and approved (i) an Executive Severance Plan for Senior Officers (the "Executive Severance Plan") and (ii) a Change in Control Plan for Senior Officers (the "CIC Severance Plan" and collectively with the Executive Severance Plan, the "Severance Plans"). As adopted, each of the Severance Plans is designed to provide benefits to certain senior employees of the Company, including the Company's named executive officers, and is generally consistent with the executive severance plans sponsored by SLM Corporation immediately prior to the spin-off of the Company on April 30, 2014. The following description of the Severance Plans is qualified in its entirety by the full text of each plan, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.

Executive Severance Plan

Under the Executive Severance Plan, eligible officers are entitled to receive a lump sum cash payment equal to (i) a multiple of base salary and an average of the last twenty-four (24) months of bonus compensation, plus (ii) a pro-rated target bonus for the year of termination, upon the following events:
(a) resignation from employment for good reason (as defined in the Executive Severance Plan); (b) the Company's decision to terminate an eligible officer's employment for any reason other than for cause (as defined in the Executive Severance Plan), death or disability or (c) upon mutual agreement of the Company and the eligible officer. The multiplier for each eligible officer position is as follows: chief executive officer - multiplier of two (2); all other eligible officers - multiplier of one (1). Under the Executive Severance Plan, in no event will an eligible officer's severance payment exceed a multiple of three
(3) times an officer's base and incentive bonus.

In addition to the cash severance payment, eligible officers will also receive subsidized medical benefits and outplacement services for eighteen (18) months (twenty-four (24) months for the chief executive officer). Treatment of any outstanding equity upon a termination event is governed by the terms of the applicable equity agreement and not the Executive Severance Plan.

CIC Severance Plan

Under the CIC Severance Plan, if an eligible officer's employment is terminated as a result of (i) the resignation of such eligible officer for good reason (as defined in the CIC Severance Plan) or (ii) the Company's decision to terminate an eligible officer's for any reason other than for cause (as defined in the CIC Severance Plan), death or disability within twenty-four (24) months following a change in control of the Company (as defined in the CIC Severance Plan), the eligible officer will be entitled to receive a lump sum cash payment equal to two (2) times the sum of his or her base salary and average annual performance bonus (based on the prior twenty-four (24) months). Additionally, an eligible officer will also be entitled to receive a pro-rated portion of his or her target annual performance bonus for the year in which the termination occurs, as well as continuation of medical insurance benefits for a two (2) year period. Under the CIC Severance Plan, outstanding equity awards become vested and non-forfeitable in connection with a change in control if the acquiring or surviving entity does not assume such equity awards awards. The CIC Severance Plan does not allow for excise tax gross-ups in the event any compensation or benefit would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or would be subject to taxes of any state, local or federal taxing authority that would not have been imposed but for a change in control, including any excise tax under
Section 4999 of the Code.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number       Description

 10.1*       Navient Corporation Executive Severance Plan of Senior Officers.

 10.2*       Navient Corporation Change in Control Severance Plan of Senior Officers.

* Filed herewith.


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