EX-10.9



 Exhibit 10.9 

Navient Corporation 2014 Omnibus Incentive Plan 

2013 Restricted Stock Unit Term Sheet 

(2012 PSU Conversion) 
  

 
 SLM Corporation (“Predecessor
SLM”) established the SLM Corporation 2012 Omnibus Incentive Plan (the “SLM Plan”). 
 In connection with the separation (the
“Separation”) of the publicly-traded bank holding company pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) by and among Predecessor SLM, New BLC
Corporation, which entity was renamed as of April 29, 2014 as SLM Corporation (“SLM BankCo”), and Navient Corporation (“NewCo”), SLM BankCo has assumed the SLM Plan. 

In connection with the Separation, then outstanding grants under the SLM Plan are required by the terms of the Separation Agreement to be
modified and/or canceled and modified and/or new awards granted in respect of the outstanding awards, such grants to be under either or both of the SLM Plan or the Navient Corporation 2014 Omnibus Incentive Plan (the “NewCo Plan”). New
grants under the SLM Plan required by the Separation Agreement are being made by the Compensation and Personnel Committee of the Board of Directors of SLM BankCo. 

            (the “Grantee”) was granted on April 21, 2014 (the
“Original Grant Date”) Restricted Stock Units under the SLM Plan (the “Original Grant”). 
 The Original Grant is hereby
canceled. 
 The Compensation and Personnel Committee of the Board of Directors of NewCo (the “Committee”) hereby grants to
Grantee Restricted Stock Units (the “Substitute Grant”) under the NewCo Plan with terms and conditions set out below. By agreement of even date herewith Grantee is also receiving in respect of the Original Grant a grant of shares of
restricted stock units under the SLM Plan. 
 Pursuant to the terms and conditions of the NewCo Plan, the Committee hereby grants to the
Grantee on April 30, 2014 (the “Grant Date”) an award (the “Award”) of              Restricted Stock Units (“RSUs”), which represent the right to acquire
shares of common stock of NewCo (the “Corporation”) subject to the following terms and conditions (this “Agreement”): 
  

	1.	Vesting Schedule. Unless vested earlier as set forth below, the Award shall vest on the second business day after the Corporation’s annual report on Form 10-K for the fiscal year 2014 is filed, and in no
event later than March 15, 2015. 

  

	2.	 Employment Termination; Death; Disability. Except as provided below, if the Grantee voluntarily ceases to be an employee of the Corporation (or
one of its subsidiaries) for any reason or his or her employment is terminated by the Corporation for Misconduct (as defined below), he/she shall forfeit any portion of the Award that has not vested as of the date of such termination of employment.
For purposes of this Agreement, “Misconduct” is defined as an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation or Predecessor SLM, breach of fiduciary duty or deliberate




  
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 Exhibit 10.9 

Navient Corporation 2014 Omnibus Incentive Plan 

2013 Restricted Stock Unit Term Sheet 

(2012 PSU Conversion) 
  

  
  

	 	disregard of Corporation or Predecessor SLM rules; an unauthorized disclosure of any Corporation or Predecessor SLM trade secret or confidential information; any conduct constituting unfair competition; inducing any
customer of the Corporation or Predecessor SLM to breach a contract with the Corporation or Predecessor SLM or any principal for whom the Corporation or Predecessor SLM acts as agent to terminate such agency relationship; or engaging in any other
act or conduct proscribed by the senior human resources officer of the Corporation or Predecessor SLM as Misconduct. 

 If not
previously vested, the Award will continue to vest, and will be converted into shares of common stock, on the original vesting terms and vesting dates set forth above in the event that (i) the Grantee’s employment is terminated by the
Corporation for any reason other than for Misconduct, as determined by the Corporation in its sole discretion, or (ii) the Grantee voluntarily ceases to be an employee of the Corporation (or one of its subsidiaries) and meets the retirement
eligibility requirements under Predecessor SLM’s retirement eligibility policy in effect as of the Original Grant Date, which shall be determined by the Corporation in its sole discretion. 

If not previously vested, the Award will vest, and will be converted into shares of common stock, upon death or Disability (provided that such
Disability qualifies as a “disability” within the meaning of Treasury Regulation Section 1.409A-3(i)(4)). For purposes of this Agreement, “Disability” has the meaning set forth in the SLM Long Term Disability Plan in effect
immediately prior to the Distribution Date (as defined in the Separation Agreement). 
 The Award shall be forfeited upon termination of
employment due to Misconduct, as determined by the Corporation in its sole discretion. 
 Notwithstanding anything stated herein, the NewCo
Plan or in the Navient Corporation Change in Control Severance Plan for Senior Officers, this Award shall not be subject to the terms set forth in the Navient Corporation Change in Control Severance Plan for Senior Officers. 

Grantee’s being an employee of NewCo from and after the Grant Date shall not be treated as a termination of employment upon the Separation
under the Original Grant and the Separation shall not be treated as a Change in Control under the NewCo Plan or the SLM Plan. 
  

	3.	Change in Control. Notwithstanding anything to the contrary in this Agreement: 

  

	 	(a)	 In the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon
the Change in Control, then any portion of the Award that is not vested shall become 100 percent vested; provided, however, the conversion of the accelerated portion of the RSUs into shares of common stock (i.e., the settlement of the Award) will




  
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 Exhibit 10.9 

Navient Corporation 2014 Omnibus Incentive Plan 

2013 Restricted Stock Unit Term Sheet 

(2012 PSU Conversion) 
  

  
  

	 	nevertheless be made at the same time or times as if such RSUs had vested in accordance with the vesting schedule set forth in Section 1 or, if earlier, upon the termination of Grantee’s employment for reasons
other than Misconduct. 

  

	 	(b)	If Grantee’s employment shall terminate within twenty-four months following a Change in Control for any reason other than (i) by the Corporation for Misconduct, as determined by the Corporation in its sole
discretion or (ii) by Grantee’s voluntary termination of employment that is not a Termination of Employment for Good Reason, as defined in the Change in Control Severance Plan for Senior Officers (if applicable to the Grantee), any portion
of the Award not previously vested shall immediately become vested, and shall be converted into shares of common stock, upon such employment termination. 

  

	4.	Taxes; Dividends. The Grantee of the Award shall make such arrangements as may reasonably be required by the Corporation, including transferring a sufficient number of shares of the Corporation’s stock, to
satisfy the income and employment tax withholding requirements that accrue upon the Award becoming vested or, if applicable, settled in shares of the Corporation’s common stock (by approving this Agreement, the Committee hereby approves the
transfer of such shares to the Corporation for purposes of SEC Rule 16b-3). Dividends declared on an unvested Award will not be paid currently. Instead, amounts equal to such dividends will be credited to an account established on behalf of the
Grantee and such amounts will be deemed to be invested in additional shares of the Corporation’s common stock (“Dividend Equivalents”). Such Dividend Equivalents will be subject to the same vesting schedule to which the Award is
subject. Upon vesting of any portion of the Award, the amount of Dividend Equivalents allocable to such Award and any dividend equivalents earned under the Original Grant allocable to this Award (and any fractional share amount) will also vest and
will be converted into shares of the Corporation’s common stock (provided that any fractional share amount shall be paid in cash). 

  

	5.	 Section 409A. For purposes of section 409A of the Internal Revenue Code, the regulations and other guidance thereunder and any state law
of similar effect (collectively “Section 409A”), each payment and benefit payable under this Agreement is hereby designated as a separate payment. The parties intend that all RSUs provided under this Agreement and shares issuable hereunder
comply with ore be exempt from the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
Notwithstanding anything in the NewCo Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the RSUs is to be accelerated in connection with the Grantee’s termination of service, such
accelerated RSUs will not be settled by virtue of such acceleration until and unless the Grantee has a “separation from service” within the meaning of Section Treasury Regulation 1-409A-1(h), as determined by the Corporation, in its sole




  
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 Exhibit 10.9 

Navient Corporation 2014 Omnibus Incentive Plan 

2013 Restricted Stock Unit Term Sheet 

(2012 PSU Conversion) 
  

  
  

	 	discretion. Further, and notwithstanding anything in the NewCo Plan or this Agreement to the contrary, if (x) any of the RSUs to be provided in connection with the Grantee’s separation from service do not
qualify for any reason to be exempt from Section 409A, (y) the Grantee is, at the time of such separation from service, a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and (z) the
settlement of such RSUs would result in the imposition of additional tax under Section 409A if such settlement occurs on or within the six (6) month period following the Grantee’s separation from service, then, to the extent necessary
to avoid the imposition of such additional taxation, the settlement of any such RSUs during such six (6) month period will accrue and will not be settled until the date six (6) months and one (1) day following the date of the
Grantee’s separation from service and on such date (or, if earlier, the date of the Grantee’s death), such RSUs will be settled. 

  

	6.	Clawback Provision. Notwithstanding anything to the contrary herein, if the Board of Directors of the Corporation (the “Board”), or an appropriate committee thereof, determines that, any material
misstatement of financial results or a performance metric criteria of Predecessor SLM or the Corporation has occurred as a result of the Grantee’s conduct or the Grantee has committed a material violation of corporate policy of Predecessor SLM
or the Corporation or has committed fraud or Misconduct with respect to Predecessor SLM or the Corporation, then the Board or committee shall consider all factors, with particular scrutiny when one of the top 20 members of management are involved,
and the Board or such committee, may in its sole discretion require reimbursement of any compensation resulting from the vesting, exercise or settlement of Options and/or Restricted Stock/RSUs and the cancellation of any outstanding Options and/or
Restricted Stock/RSUs from the Grantee (whether or not such individual is currently employed by the Corporation) during the three-year period following the date the Board first learns of the violation, fraud or Misconduct. 


 

	7.	Securities Law Compliance. The Corporation may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any transfer or sale by the Grantee of any shares of
the Corporation’s common stock, including without limitation (a) restrictions under an insider trading policy and (b) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of
1933, as amended, covering the shares of the Corporation’s common stock. The sale of the shares must also comply with other applicable laws and regulations governing the sale of such shares. 


 

	8.	 Data Privacy. As an essential term of this award, the Grantee consents to the collection, use and transfer, in electronic or other form, of
personal data as described herein for the exclusive purpose of implementing, administering and managing Grantee’s participation in the NewCo Plan. By accepting this award, the Grantee acknowledges that the Corporation holds certain personal
information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security 



  
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 Exhibit 10.9 

Navient Corporation 2014 Omnibus Incentive Plan 

2013 Restricted Stock Unit Term Sheet 

(2012 PSU Conversion) 
  

  
  

	 	number or other identification number, salary, tax rates and amounts, nationality, job title, any shares of stock held in the Corporation, details of all options or any other entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or outstanding, for the purpose of implementing, administering and managing the NewCo Plan (“Data”). Grantee acknowledges that Data may be transferred to any third parties assisting in the
implementation, administration and management of the NewCo Plan, that these recipients may be located in jurisdictions that may have different data privacy laws and protections, and Grantee authorizes the recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the NewCo Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee
or the Corporation may elect to deposit any shares of the Corporation’s common stock. Grantee acknowledges that Data may be held to implement, administer and manage the Grantee’s participation in the NewCo Plan as determined by the
Corporation, and that Grantee may request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, provided however, that refusing
or withdrawing Grantee’s consent may adversely affect Grantee’s ability to participate in the NewCo Plan. 

  

	9.	Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to any awards granted under the NewCo Plan by electronic means or to request Grantee’s consent to
participate in the NewCo Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the NewCo Plan through an on-line or electronic system established and
maintained by the Corporation or another third party designated by the Corporation, and such consent shall remain in effect throughout Grantee’s term of service with the Corporation (or its subsidiaries) and thereafter until withdrawn in
writing by Grantee. 

  

	10.	Board Interpretation. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Board and, where applicable, the Committee concerning any questions arising
under this Agreement or the NewCo Plan. 

  

	11.	No Right to Continued Employment. Nothing in the NewCo Plan, in this Agreement or any other instrument executed pursuant thereto or hereto shall confer upon the Grantee any right to continued employment with the
Corporation or any of its subsidiaries or affiliates. 

  

	12.	Amendments for Accounting Charges. The Committee reserves the right to unilaterally amend this Agreement to reflect any changes in applicable law or financial accounting standards. 


 

	13.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. 


  
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 Exhibit 10.9 

Navient Corporation 2014 Omnibus Incentive Plan 

2013 Restricted Stock Unit Term Sheet 

(2012 PSU Conversion) 
  

  
  

 

	14.	Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, telefaxed or telecopied to, or, if
mailed, when received by, the other party at the following addresses: 

 If to the Corporation to: 

Navient Corporation 
 Human
Resources Department, Equity Plan Administration 
 300 Continental Drive 

Newark, DE 19713 
 If to the
Grantee, to (i) the last address maintained in the Corporation’s Human Resources files for the Grantee or (ii) the Grantee’s mail delivery code or place of work at the Corporation (or its subsidiaries). 

 

	15.	Plan Controls; Entire Agreement; Capitalized Terms. In the event of any conflict between the provisions of this Agreement and the provisions of the NewCo Plan, the terms of the NewCo Plan control, except as
expressly stated otherwise herein. This Agreement and the NewCo Plan together set forth the entire agreement and understanding between the parties as to the subject matter hereof and supersede all prior oral and written and all contemporaneous or
subsequent oral discussions, agreements and understandings of any kind or nature. Capitalized terms not defined herein shall have the meanings as described in the NewCo Plan. 


 

	16.	Miscellaneous. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible,
to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
The headings in this Agreement are solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. The Grantee shall cooperate and take such actions as may be
reasonably requested by the Corporation in order to carry out the provisions and purposes of the Agreement. The Grantee is responsible for complying with all laws applicable to Grantee, including federal and state securities reporting laws.


 Grantee is deemed to accept this Award of RSUs under this Agreement and to agree that such Award is subject to the terms and conditions
set forth in this Agreement and the NewCo Plan unless Grantee provides the Corporation written notification of Grantee’s rejection of this Award of RSUs not later than 30 days after Grantee’s receipt of notice of the posting of this
Agreement on-line or through electronic means (in which case such Award will be forfeited and Grantee shall have no further right or interest therein as of such date). 

  
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