EX-10.6



 Exhibit 10.6 

NAVIENT CORPORATION 

DEFERRED COMPENSATION PLAN FOR DIRECTORS 

(As Amended and Restated Effective November 1, 2014) 

INTRODUCTION 
 The Navient Corporation
Deferred Compensation Plan for Directors (the “Plan”) is hereby amended and restated by Navient Corporation (the “Corporation”) effective as of November 1, 2014 (the “Effective Date”). 

The Plan, originally named the Student Loan Marketing Association Deferred Compensation Plan for Directors, was adopted on February 21,
1995, for the benefit of directors of the Student Loan Marketing Association, the predecessor of SLM Corporation. The Plan was later renamed the SLM Corporation Deferred Compensation Plan for Directors, as amended and restated effective
October 1, 2010. The Plan was amended and restated, effective as of May 1, 2014, to reflect an assumption and continuation of the SLM Corporation Deferred Compensation Plan for Directors, a portion of which was spun-off to be maintained by
New BLC Corporation (later renamed SLM Corporation) or an affiliate thereof. Effective May 1, 2014, the Plan was renamed the Navient Corporation Deferred Compensation Plan for Directors. 

This Plan includes certain Grandfathered Accounts (defined below), which shall continue to be subject to, and governed by, the terms of the
Plan as in effect on December 31, 2004. “Grandfathered Account” means the separate memorandum account maintained by the Corporation for a Plan participant to which amounts that were deferred and vested prior to January 1, 2005,
and any earnings attributable thereto, are credited. 
 With respect to deferrals after December 31, 2004, the Plan is to be
interpreted as necessary to comply with section 409A of the Internal Revenue Code of 1986 and Treasury Regulations section 1.409A-1 et seq., as they both may be amended from time to time, and other guidance issued by the U.S. Department of Treasury
and U.S. Internal Revenue Service thereunder (“Section 409A”). If an amount credited to a Grandfathered Account becomes subject to Section 409A, such amount shall be deemed governed by the Plan, as amended and restated herein, and
shall be paid in accordance with Section 3(E). 
  

	1.	DEFERRAL OPPORTUNITY 

 Each year during the annual enrollment period determined by the
Corporation (“Annual Enrollment Period”) any non-employee director (“Director”) of the Corporation may, in accordance with rules, procedures and forms specified from time to time by the
Corporation, elect to defer receipt of either all or a specified part of the Director’s retainer or fees (as set forth in Section 3(A) below) for the following calendar year (the “Deferral Election”). Any amount so deferred (the
“Deferred Amount”), shall be credited to a memorandum account maintained by the Corporation on behalf of the Director (the “Deferred Account”) and paid out as hereinafter provided. In addition, an individual may make an election
prior to commencing his or her initial term as a member of the Board and such election shall be effective as of the date the Director commences such term or, if permitted by the Corporation in its sole discretion, such later time as permitted by
Section 409A. 

  
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 Exhibit 10.6 

 

 A Director who does not file a Deferral Election before the last day of the calendar year (or
any earlier date required by the Corporation) to defer earnings for the following calendar year will be treated as having elected not to defer any amounts for the following calendar year. A Director who does not file a Deferral Election with respect
to a calendar year may file a Deferral Election for a subsequent calendar year in accordance with this Section. 
  

	2.	PARTICIPATION 

 To participate in this Plan, a Director shall submit to the Corporation a
Deferral Election form relating to all or part of the retainer or fees he or she is entitled to receive as a Director. 
  

	3.	DEFERRAL ELECTION 

 Upon filing a Deferral Election, a Director shall designate the
amount to be deferred; elect the deferral period; elect to have such deferred amounts invested in cash, in shares of the Corporation’s common stock or a successor class of stock (“Common Stock”), or some combination of both; elect the
time and form of payment; and designate a beneficiary. 
 Deferral Elections are effective on a calendar year basis and become irrevocable
no later than the December 31 before the beginning of the calendar year to which the elections relate. 
  

	 	A.	Amount to be Deferred 

 A Director may elect to defer all or a portion of his or her
annual retainer, meeting fees, or per diem payments, whether such amounts otherwise would be payable in the form of cash or equity. 
 Any
Deferred Amount shall be credited to the Director’s Deferred Account and paid out as hereinafter provided. 
  

	 	B.	Deferral Period 

 At the election of the Director, the payment of the Deferred Account
shall commence as soon as administratively possible (but no later than 90 days) after: 
  

	 	(i)	the first day of the tenth month after the Director ceases to be a Director of the Corporation for any reason; 

  

	 	(ii)	the first day of the tenth month after the Director ceases to be a Director and attains an age specified by the Director at the time of the Deferral Election; or 


 

	 	(iii)	the expiration of a period of years not shorter than three years. For the avoidance of doubt, payment shall commence on the first day of the calendar year elected by the Director; provided, however, that the Director
may not elect a calendar year that is earlier than the third calendar year following the date of the Deferral Election. 


  
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 For purposes of the Plan, a Director shall not be considered to cease to be a Director unless
the cessation of the Director’s service as a Director constitutes a separation from service within the meaning of Section 409A. 

A Director may not designate the taxable year of distribution except to the extent permitted in Section 3(B)(iii). 

A Director shall not be allowed to receive the Deferred Account before the expiration of the Deferral Period, unless the Director meets the
requirements of a hardship as provided in Section 5, nor shall a Director be allowed to defer his or her Deferred Account beyond the Deferral Period. 
  

	 	C.	Investment Election 

 Any portion of a Director’s Deferred Account representing a
deferral of compensation that otherwise would have been payable in the form of equity shall be automatically invested in the Stock Account described below. With respect to any other portion of a Director’s Deferred Account: 

 

	 	(i)	Cash Account. If the Director elects to have all or a portion of his or her Deferred Account invested in cash: 


The Corporation shall maintain a separate memorandum account (the “Cash Account”), reflecting the Corporation’s liability to
the Director for that portion of the deferred earnings invested in cash. All deferred earnings that are invested in cash shall be credited to the Cash Account at the time such earnings would have been paid but for the Deferral Election. Amounts
credited to the Cash Account shall earn interest, compounded quarterly, on March 31st, June 30th, September 30th, and December 31st, at an effective rate equal to the quarterly average of the monthly five-year average
Treasury Constant Maturity Rate listed on the Federal Reserve Statistical Release H.15 for each month during such quarter. 
  

	 	(ii)	Stock Account. If the Director elects to have all or a portion of his or her Deferred Account invested in Common Stock: 


The Corporation shall maintain a separate memorandum account (the “Stock Account”), reflecting the Corporation’s liability to
the Director for the Deferred Account invested in Common Stock, measured in accordance with the value of Common Stock. All deferred earnings that are invested in Common Stock shall be converted into a number of shares (or fraction thereof) of Common
Stock and such number of shares shall be credited to the Stock Account at the time such earnings would have been paid but for the Deferral Election. The Stock Account will be credited with additional shares determined by reference to any dividends
paid on or adjustments to 

  
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Common Stock through the date of distribution. The conversion of deferred earnings, dividends, or other cash payments into a number of shares of Common Stock shall be based on the fair market
value of a share of Common Stock at the close of business on the business day immediately preceding the date on which a Director receives a credit to his or her Stock Account under this Plan, which shall be the last sale price on the NASDAQ Stock
Exchange on such business day, or, if there shall have been no such sale so reported on that business day, on the last preceding business day on which such a sale was so reported. 

Directors shall receive quarterly statements reflecting their Deferred Account balances. 

 

	 	D.	Vesting of Deferred Account 

 A Director’s Deferred Account shall be 100% vested and
non-forfeitable at all times, with the exception of any portion of the Deferred Account representing a deferral of compensation that otherwise would have been payable in the form of equity, which shall be subject to the vesting conditions (if any)
otherwise applicable to such equity-based compensation. 
  

	 	E.	Form of Payment 

 A Director may elect to receive his or her Deferred Account in a lump
sum or annual installments, not exceeding 15 installments. Deferred Accounts shall be distributed in the form that reflects the investment of the Deferred Account at the end of the Deferral Period; the Cash Account shall be paid in cash and the
Stock Account shall be paid in Common Stock. 
 If a Director elects to receive his or her Deferred Account in annual installments, such
installments shall equal: 
  

	 	(i)	the value of the Deferred Account on the date that payments begin divided by the number of installments elected by the Director, plus 


 

	 	(ii)	interest credited to the Cash Account or dividends credited to the Stock Account since the payment of the previous installment; and each annual installment will be paid during the year in which it is due.


  

	 	F.	Default Time and Form of Payment 

 If a Director fails timely to elect a time and form of
distribution, the Director’s Deferred Account will be distributed in the form of a single lump sum payment as soon as administratively possible (but no later than 90 days) after the first day of the tenth month after the Director ceases to be a
Director of the Corporation for any reason. 

  
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 Exhibit 10.6 

 


	 	G.	Death Benefit and Beneficiary Designation 

 In the event of a Director’s death, the
entire balance in the Director’s Deferred Account shall be paid to his or her beneficiary as soon as administratively possible after his or her death but in no event later than the end of the year in which the Director’s death occurred or,
if later, the 15th day of the third calendar month following the Director’s death. 
 A Director may designate a beneficiary or
beneficiaries to receive the balance of his or her Deferred Account upon his or her death. Any death benefit with respect to a Director who did not designate a beneficiary or who is not survived by a beneficiary shall be paid to the personal
representative of the Director. 
  

	4.	TERMINATION/AMENDMENT OF ELECTION 

 Once a Deferral Election becomes irrevocable for a
calendar year, a Director may not terminate the deferral of his or her earnings during that calendar year. 
 A Director may not modify his
or her current or prior year Deferral Elections; however: 
  

	 	A.	Increase or decrease the amount of fees that are deferred. A Director may increase or decrease the amount of retainer or fees that are deferred in a future calendar year by filing a new Deferral Election
during the relevant Annual Enrollment Period. Any such election shall be effective only for the calendar year following the year in which the Corporation receives the new Deferral Election. 


 

	 	B.	Change the Investment Election. A Director may change his or her investment election with respect to any portion of his or her Deferred Account that is invested in cash but a Director may not change his or
her investment election with respect to any portion of his or her Deferred Account that is invested in Common Stock. Any change shall be subject to the Corporation’s open trading-window policy governing the purchase and sale of its Common Stock
(except for when the Director has ceased to be a Director) and shall be effective on the later of the date that it is received by the Corporation or the date elected by the Director. At the Director’s election, the change in investment election
may apply to amounts previously deferred and/or amounts to be deferred after the effective date of the modification. An investment election may not be changed after the expiration of the Deferral Period. 


 

	 	C.	Change the Deferral Period. A Director may change the Deferral Period with respect to deferrals in a future calendar year by filing a new Deferral Election during the relevant Annual Enrollment Period.
This change shall be effective only for amounts earned in the calendar year following the calendar year in which the Corporation receives the new Deferral Election. 


  
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 Exhibit 10.6 

 


	 	D.	Change the Form of Payment. A Director may change the form of payment with respect to deferrals in a future calendar year by filing a new Deferral Election during the relevant Annual Enrollment Period.
This change shall be effective only for amounts earned in the calendar year following the calendar year in which the Corporation receives the new Deferral Election. 


 

	 	E.	Change in Beneficiaries. A Director may change beneficiaries by filing a written change of beneficiary designation form with the Corporation and such new beneficiary designation shall be effective upon
receipt by the Corporation. 

 Upon cessation of service as a Director, the terms of this Plan shall continue to govern a
Director’s Deferred Account until the Deferred Account is paid in full. Accordingly, a Director’s Deferred Account shall continue to be credited with investment earnings, as provided by Section 3.C, and the Deferral Period shall
continue in effect. 
  

	5.	HARDSHIP DISTRIBUTION 

 In the event of a substantial, unforeseen hardship, a Director
may file a notice with the Chairman of the Nominations and Governance Committee of the Board of Directors (the “Committee”), advising the Committee of the circumstances of the hardship, and requesting a hardship distribution. Upon approval
by the Committee of a Director’s request, the Director’s Deferred Account, or that portion of a Director’s Deferred Account deemed necessary by the Committee to satisfy the hardship (determined in a manner consistent with
Section 409A) plus amounts necessary to pay taxes reasonably anticipated because of the distribution, will be distributed in a single lump sum as soon as administratively possible (but no later than 90 days) following the date of approval. The
Committee, in its sole discretion, shall determine how a Director’s Cash and Common Stock accounts shall be debited for the distribution. No member of the Committee may vote on, or otherwise influence a decision of the Committee concerning his
or her request for a hardship distribution. If the Committee approves a Director’s hardship distribution request, then effective as of the date the request is approved, the Committee shall cancel the Director’s Deferral Election, if any,
for the remainder of the calendar year. A Director whose Deferral Election is cancelled in accordance with this Section may file a new Deferral Election for the following calendar year in accordance with Section 1. A hardship distribution by a
Director shall have no effect on any amounts remaining in the Plan following the hardship distribution. 
 For purposes of this paragraph, a
substantial, unforeseen hardship is a severe financial hardship resulting from extraordinary and unforeseeable circumstances arising as a result of events beyond the Director’s control, such as (i) an illness or accident of the Director or
the Director’s spouse, the Director’s beneficiary, or the Director’s dependent (as defined in Internal Revenue Code section 152, without regard to Code sections 152(b)(l), (b)(2), and (d)(1)(B)), (ii) a loss of the
Director’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances, all as determined in the sole discretion of the Committee. A hardship distribution shall not be made to the extent such hardship is
or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the 

  
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Director’s assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship, or (iii) by cessation of deferrals under the Plan. Examples of what
are not considered to be unforeseeable hardships include the need to send a Director’s dependent or child to college, or the desire to purchase a home. 
  

	6.	ACCELERATION OF PAYMENT 

 The Plan shall not permit the acceleration of the time or
schedule of any payment, except as set forth herein or as otherwise permitted by Section 409A. The Committee may, in a manner that results in Section 409A compliance, determine to accelerate the time of a Director’s payment if at any
time the Plan, as applicable to such Director, fails to meet the requirements of Section 409A. Such amount may not exceed the amount required to be included in income as a result of the failure to comply with Section 409A. Any such tax
liability distribution shall be paid between the date of the Committee’s determination and the end of the calendar year during which the determination occurred, or if later, the 15th day of the third calendar month following the date of
the Committee’s determination. 
  

	7.	SECTION 409A 

 The Plan is intended to comply with Section 409A, and shall be
construed and administered accordingly to the extent Section 409A applies to the Plan. To the extent that a provision of the Plan would cause a conflict with the requirements of Section 409A, or would cause the administration of the Plan
to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular tax treatment to a Director. 

 

	8.	CREDITOR STATUS 

 The rights of a Director in his or her Deferred Account shall be only
as a general, unsecured creditor of the Corporation. Any amount of cash or number of shares of Common Stock payable under this Plan shall be paid solely from the general assets or authorized Common Stock of the Corporation and a Director shall have
no rights, claim, interest or lien in any property which the Corporation may have, acquire, or otherwise identify to assist the Corporation in fulfilling its obligation to any and all Directors under the Plan. 

 

	9.	ADMINISTRATION AND TERMINATION 

 The Secretary of the Corporation shall provide a copy of
this Plan to each Director. 
 The Board may, at any time and in its sole discretion, terminate or amend the Plan in accordance with
Section 409A; provided, however, that no such termination or amendment shall reduce or in any manner adversely affect the rights of any Director with respect to benefits that are payable or become payable under the Plan as of the effective date
of such amendment or termination. In the event of termination, existing Deferred Accounts shall be paid in accordance with the terms of the Plan except to the extent the Plan is terminated in accordance with the requirements of Section 409A, in
which event the existing Deferred Accounts shall be paid in accordance with Section 409A. 

  
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 Exhibit 10.6 

 

 IN WITNESS WHEREOF, Navient Corporation has caused this amended and restated Plan to
be duly executed in its name and on its behalf. 
  

			
	Navient Corporation
		
	By:		 /s/ MARK L. HELEEN

		
	Name:		Mark L. Heleen
		
	Title:		Secretary



  
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