Blueprint





 







EXHIBIT 4.1


 



NAVIENT CORPORATION



EMPLOYEE STOCK PURCHASE PLAN



(as Amended and Restated Effective April 4, 2019)


 

 




1.


PURPOSE





 


The
purpose of the Navient Corporation Employee Stock Purchase Plan
(the “Plan”) is to motivate employees of Navient
Corporation (the “Corporation”) and subsidiaries owned
more than 50% by the Corporation or which the Corporation controls
(collectively the “Employers”) to achieve corporate
goals and to encourage equity ownership in the Corporation in order
to increase proprietary interest in the Corporation’s
success.

 




2.


ADMINISTRATION





 




a) 

The Plan shall be
administered by the Compensation and Personnel Committee of the
Corporation’s Board of Directors or a duly-authorized
delegate (the “Committee”). In addition to its duties
with respect to the Plan, the Committee shall have full authority,
consistent with the Plan, to interpret the Plan, to promulgate such
rules and regulations with respect to the Plan as it deems
desirable, to delegate its responsibilities hereunder to
appropriate persons and to make all other determinations necessary
or desirable for the administration of the Plan. All decisions,
determinations and interpretations of the Committee shall be
binding upon all persons.





 




b)

The rights to
purchase stock (“Options”) that are granted under this
Plan shall constitute non-qualified stock options that are not
intended to qualify under Section 423 of the Internal Revenue Code
of 1986, as amended from time to time (the “Code”).
However, the Plan is intended to be exempt from or compliant with
Section 409A of the Code and will be interpreted in a manner
intended to maintain such exemption or comply with Section 409A of
the Code.





 




3.


SHARES SUBJECT TO THE PLAN





 


The
stock that may be purchased under the Plan is common stock, $.01
par value, of the Corporation. The aggregate number of shares that
may be purchased is three million (3,000,000), consisting of (i)
two million (2,000,000) shares newly authorized for issuance and
subject to the approval of the Corporation’s shareholders at
the Corporation’s 2019 annual meeting, and (ii) one million
(1,000,000) shares previously authorized for issuance, less all
shares previously purchased under the Plan prior to April 4, 2019.
The aggregate number of shares that may be purchased is subject to
adjustment pursuant to Paragraph 4. Such shares may be
previously-issued stock reacquired by the Corporation, authorized,
but unissued stock, or stock that is purchased on the open market
by the Corporation.

 


If at
any time the number of shares to be purchased in an Offering
Period, as defined in Paragraph 5(c), causes the total number of
shares offered under the Plan to exceed the above stated limit,
then the number of shares that may be purchased by each Participant
in that Offering Period shall be reduced pro rata.

 


 




 

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4.


ADJUSTMENTS FOR CHANGES IN CAPITALIZATION





 


If any
change is made in, or other events occur with respect to, the
Corporation’s stock subject to the Plan or subject to any
Option granted under this Plan without receipt of consideration by
the Corporation (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in
property other than cash, extraordinary cash dividend, stock split,
liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or other transaction not involving
the receipt of consideration by the Corporation, each an
“Adjustment Event”), the Plan shall be adjusted in the
class(es) and maximum number of securities subject to the Plan
pursuant to Paragraph 3 and the outstanding Options granted under
this Plan shall be maintained in the same equivalent economic
position with respect to the class(es) and number of securities and
price per share of Corporation stock subject to such outstanding
Options. The Committee shall be responsible for determining whether
an Adjustment Event has occurred for purposes of this Paragraph 4.
If an Adjustment Event has occurred, the Committee shall make such
adjustments as described herein, and its determination shall be
final, binding and conclusive. No fractional interests shall be
issued under the Plan based on such adjustments. The Committee
shall not make any adjustment pursuant to this Paragraph 4 that
would cause an Option that is otherwise exempt from Section 409A of
the Code to become subject to Section 409A of the Code, or that
would cause an Option that is subject to Section 409A of the Code
to fail to satisfy the requirements of Section 409A of the
Code.

 




5.


DEFINITIONS





 




a) 

Eligible Compensation. The term
“Eligible Compensation” shall mean the regular salary
and hourly wages (calculated at the regular hourly rate, including
payments for sick leave, vacation, paid time-off, holidays, jury
duty, bereavement and other paid leaves of absence).
“Eligible Compensation” shall not include other forms
of compensation such as short-term or long-term disability
payments, severance payments, incentive compensation, and overtime
pay.





 




b)

Entry Date. The term
“Entry Date” shall mean the first day of each Plan
Year, except that for eligible employees hired after the first day
of any Plan Year and on or prior to the following January 1st, the
initial “Entry Date” shall mean the first day of the
month following their commencement of employment with the
Corporation or an Employer. Notwithstanding the preceding sentence,
for individuals who become eligible employees solely in connection
with the acquisition of a controlling interest in another company
or business by a stock acquisition, merger, reorganization or
purchase of assets, the term “Entry Date” shall mean
the first day of the first Plan Year following the date of such
acquisition, unless the Board of Directors (or its duly-authorized
delegate) authorizes an earlier Entry Date for such individuals in
connection with a special Offering Period created pursuant to
Paragraph 17.





 




c)

Offering Period. The term
“Offering Period” shall mean the 12-month period
beginning with the first day of each Plan Year, except that for
eligible employees hired after the first day of any Plan Year and
on or prior to the following January 1st, the initial
“Offering Period” shall mean the period beginning with
the first day of the month in which benefits are otherwise
effective following their commencement of employment with the
Corporation or an Employer and ending on the immediately following
July 31st. Notwithstanding the preceding sentence, for individuals
who become eligible employees solely in connection with the
acquisition of a controlling interest in another company or
business by a stock acquisition, merger, reorganization or purchase
of assets, the term “Offering Period” shall mean the
12-month period beginning with first day of the first Plan Year
following the date of such acquisition, unless the Board of
Directors (or its duly-authorized delegate) creates an earlier
special Offering Period for such individuals pursuant to Paragraph
17.





 




 

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d)

Plan Year. The Plan will follow
a twelve month cycle starting each August 1st and ending the next
July 31st.





 




e)

Purchase Date. The term
“Purchase Date” shall mean the last day of an Offering
Period, except if the NASDAQ Stock Market is closed on the last day
of an Offering Period, the Purchase Date shall mean the immediately
preceding trading day on the NASDAQ Stock Market.





 




f)

Participant. The term
“Participant” shall mean an eligible employee who
elects to participate in the Plan pursuant to Paragraph
9.





 




6.


ELIGIBILITY





 


All
regular full-time and part-time employees working 24 or more hours
per week for an Employer shall be eligible to participate in the
Plan on their Entry Date; provided, however, that such eligible
employees complete the enrollment procedures established by the
Committee prior to the enrollment deadline for such Entry Date.
Notwithstanding the prior sentence, the following individuals shall
not be eligible to participate in the Plan:

 




a)

any individual
whose services are performed for an Employer pursuant to a contract
between the Employer and another entity, and whom the Employer
treats as a leased employee;





 




b)

any individual that
the Employer treats as an independent contractor;





 




c)

temporary
employees;





 




d)

members of the
Boards of Directors of the Corporation and of the Employers, unless
otherwise eligible as described above; and





 




e)

international
employees.





 




7.


PURCHASE PRICE





 


The
Purchase Price per share shall be equal to the fair market value of
a share of common stock on the first business day of the Plan Year
on which the NASDAQ Stock Market is open, less 15 percent of such
fair market value. Unless otherwise determined by the Board of
Directors of the Corporation or the Committee, the fair market
value of a share of common stock on a particular date shall be
deemed to be the closing price of a share of common stock as
recorded by the NASDAQ Stock Market on such date or, if no closing
price has been recorded on such date, on the day immediately
following the day on which such a closing price was
recorded.

 




8.


OPTION TO PURCHASE STOCK





 


Prior
to each Entry Date, the Corporation will offer eligible employees
the opportunity to elect to participate in the Plan. Each eligible
employee who elects to participate will receive an Option to
purchase on the Purchase Date the number of full and/or fractional
shares of common stock at the Purchase Price.

 




9.


ENROLLING IN THE PLAN





 


An
eligible employee may elect to participate in the Plan by
completing the enrollment procedures established by the Committee
before the enrollment deadline announced for each Entry
Date.

 




 

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A
Participant shall elect a percentage to be deducted regularly from
his or her Eligible Compensation on an after-tax basis provided
that the Participant must elect an initial payroll deduction of no
less than one percent (1%) and no more than twenty-five percent
(25%) of his or her Eligible Compensation, not to exceed $7,500 per
Offering Period. Only whole percentages may be
elected.

 


A
Participant may elect to change his or her payroll deduction
percentage on a biweekly basis, as limited by Paragraph
12.

 


Unless
a Participant changes his or her payroll deduction percentage or
ceases participation in the Plan in accordance with Paragraphs 12
and 13, a Participant’s payroll deductions, as limited by
Paragraph 10, and his or her initial enrollment elections will
continue until the end of the Offering Period. A Participant must
complete the enrollment procedures established by the Committee
each Offering Period.

 




10.


DEPOSITS





 


Pursuant to the
enrollment procedures established by the Committee, after-tax
payroll contributions to the Plan will be deposited to an interest
bearing omnibus account established for the Plan at the custodial
bank selected by the Committee. No other types of deposits may be
made. Accrued interest for the Plan will be based on the money
market annual yield rate published in the Wall Street Journal
“Bonds, Rates & Yields” section on the 25th of each
month.

 




11.


INDIVIDUAL BALANCES





 


Individual balances
are record kept at the Corporation by the Committee’s
designates. Effective the 1st business day of each month, the
accrued Plan interest will be allocated to Participants based on
the individual balances on the last business day of the previous
month. When applicable, the interest earned by each Participant for
the calendar year will be reported on IRS Form
1099-DIV.

 




12.


MINIMUM AND MAXIMUM CONTRIBUTIONS





 


A
Participant must elect an initial payroll deduction of no less than
one percent (1%) and no more than twenty-five percent (25%) of his
or her Eligible Compensation, not to exceed $7,500 per Offering
Period. A Participant may change his or her contribution during the
Offering Period, including changing to zero percent. Contributions
other than by payroll deductions are not permitted. Only whole
percentages are allowed.

 




13.


WITHDRAWALS FROM THE PLAN





 


A
Participant may make one withdrawal during each Offering Period
under the terms and procedures established by the Committee. The
withdrawal must be for the total amount of contributions and
interest on record at the time the transaction is processed. The
funds will be distributed to the employee through their regular
payroll check as soon as practicable but no later than thirty (30)
days from the date the withdrawal request is submitted. If a
Participant receives a withdrawal during an Offering Period, he or
she shall no longer participate in the Plan for the remainder of
such Offering Period. An eligible employee who has ceased
participation in the Plan may enter the Plan for the next Offering
Period by following the enrollment procedures established by the
Committee, subject to Paragraph 9.

 




14.


STOCK PURCHASES





 


In
accordance with the applicable procedures established by the
Committee, the Corporation shall exercise all Options to Purchase
shares which each Participant is entitled to on each Purchase Date.
The Corporation shall withhold a sufficient number of shares to
cover his or her applicable taxes on any gains, which is the
difference between the value of shares purchased at the discount
price and the market value of those shares on the purchase date.
Taxes in the required amount will be paid to the appropriate
government agency(ies).

 




 

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If the
Purchase Price exceeds the fair market value per share on the
Purchase Date, no shares will be purchased. The individual balances
will be distributed to the Participant’s via
payroll.

 


The
common stock purchased on the Purchase Date will be issued and
credited to a brokerage account established by the Corporation on
behalf of the Participant (the “Stock Account”) as soon
as administratively practicable after such Purchase Date. A
Participant may sell any or all shares held in his/her Stock
Account unless restricted from trading in Corporation Stock at that
time.

 




15.


TERMINATION OF EMPLOYMENT





 


In the
event that a Participant’s employment terminates for any
reason including retirement, total and permanent disability, or
death, before the applicable Purchase Date, participation in the
Plan shall terminate immediately and as soon as practicable and no
later than March 15 following the end of the Offering Period in
which Participant’s termination of employment occurs, the
Participant or the Participant’s beneficiary(ies) or estate
if no beneficiary is elected will be paid in cash the value of his
or her individual balance. A Participant who transfers employment
between Employers shall not be deemed to have terminated employment
for the purposes of this Paragraph.

 




16.


CHANGE IN CONTROL





 


In the
event of a Change of Control or Change of Control Transaction, all
outstanding Options under the Plan shall automatically be exercised
immediately prior to the consummation of such Change of Control or
Change of Control Transaction by causing all amounts credited to
each Participant’s account to be applied to purchase as many
shares pursuant to the Participant’s Option as possible at
the Purchase Price, subject to the limitations set forth in the
Plan. The Corporation shall use its best efforts to provide at
least ten (10) days’ prior written notice of the occurrence
of a Change of Control or Change of Control Transaction and
Participants shall, following the receipt of such notice, have the
right to terminate their outstanding Options prior to the effective
date of such Change of Control or Change of Control
Transaction.


 


“Change of
Control” shall mean an occurrence of any of the following
events: (a) an acquisition (other than directly from the
Corporation) of any voting securities of the Corporation (the
“Voting Securities”) by any “person or
group” (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) other than an employee benefit plan of the
Corporation, immediately after which such Person has
“Beneficial Ownership” (within the meaning of Rule
13d-3 under the Exchange Act) of more than fifty percent (50%) of
the combined voting power of the Corporation’s then
outstanding Voting Securities; or (b) the consummation of (i) a
merger, consolidation or reorganization involving the Corporation,
unless the Corporation resulting from such merger, consolidation or
reorganization (the “Surviving Corporation”) shall
adopt or assume this Plan and a Participant’s Options under
the Plan and either (A) the shareholders of the Corporation
immediately before such merger, consolidation or reorganization
own, directly or indirectly immediately following such merger,
consolidation or reorganization, at least seventy-five percent
(75%) of the combined voting power of the Surviving Corporation in
substantially the same proportion as their ownership immediately
before such merger, consolidation or reorganization, or (B) at
least a majority of the members of the Board of Directors of the
Surviving Corporation were directors of the Corporation immediately
prior to the execution of the agreement providing for such merger,
consolidation or reorganization, or (ii) a complete liquidation or
dissolution of the Corporation. “Change of Control
Transaction” shall mean the consummation of any tender offer,
offer, exchange offer, solicitation, merger, consolidation,
reorganization or other transaction, either of which results in a
Change of Control.

 




17.


ACQUISITIONS AND DISPOSITIONS





 


The
Board of Directors (or its duly-authorized delegate) may, in its
sole and absolute discretion, create special Offering Periods for
individuals who become eligible employees solely in connection with
the acquisition of a controlling interest in another company or
business by a stock acquisition, merger, reorganization or purchase
of assets and, notwithstanding anything in the Plan to the
contrary, may provide for special purchase dates for Participants
who will cease to be eligible employees solely in connection with
the disposition of all or a portion of any Employer or a portion of
the Corporation, which Offering Periods and purchase rights granted
pursuant thereto shall, notwithstanding anything stated herein, be
subject to such terms and conditions as the Board of Directors (or
its duly-authorized delegate) considers appropriate in the
circumstances.

 




 

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18.


NO TRANSFER OR ASSIGNMENT OF EMPLOYEE’S RIGHTS





 


Except
as specified in Paragraph 19, an employee’s rights under the
Plan are his or hers alone and may not be transferred or assigned
to, or availed of, by any other person.

 




19.


BENEFICIARY DESIGNATION





 


The
beneficiary shall be one or more persons designated by the
Participant in accordance with the procedures established by the
Committee who is entitled to receive amounts contributed and/or
earned by the Participant and/or act on behalf of the Participant,
pursuant to Paragraph 15.

 




20.


CLAIMS PROCEDURES





 


A
Participant may appeal a denial of benefits under this Plan by
submitting a written statement appealing the decision, normally
within 60 days of the denial of the benefit by the Committee. In
the written statement, the Participant must state reasons why the
claim should not have been denied. Also, the written statement
should be accompanied by any documents, additional information or
comments that might be helpful to the Committee. In this manner,
the Committee intends to afford any Participant or beneficiary
whose claim for benefits has been denied a reasonable opportunity
for a review of the decision. Written appeals must be sent
to:

 


Compensation and
Personnel Committee


Navient
Corporation


123
Justison Street


Wilmington,
Delaware 19801

 


The
Committee will review a Participant’s appeal and will
promptly notify such Participant in writing of the decision.
Normally, this decision will be made within 60 days of receipt of
the appeal, but this period may be extended to no more than 120
days if special circumstances require additional time. In such a
case, the Participant will be notified before the end of the
initial 60-day period of the reasons for the
extension.

 




21.


TERMINATION AND AMENDMENTS TO PLAN





 


The
Board may at any time and from time to time, alter, amend, suspend
or terminate this Plan in whole or in part, including to add or
remove subsidiaries of the Corporation, provided, however, that
shareholder approval shall be required for any amendment (i) that
materially alters the terms of this Plan or (ii) where such
approval is required by applicable legal or stock exchange
requirements. No amendment or alteration that would adversely
affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of
such Participant. Nothing contained in this Plan shall be construed
to prevent the Corporation from taking any corporate action which
is deemed by the Corporation to be appropriate or in its best
interest, whether or not such action would have an adverse effect
on the Plan or any rights granted under the Plan. No employee,
beneficiary or other person or entity shall have any claim against
the Corporation as a result of any such action.

 




22.


INDEMNITY





 


The
Corporation shall, consistent with applicable law, indemnify
members of the Committee from any liability, loss or other
financial consequence with respect to any act or omission relating
to the Plan to the same extent and subject to the same conditions
as specified in the indemnity provisions contained in the By-Laws
and Regulations of the Corporation.

 




 

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23.


LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN





 


The
Plan is intended to provide common stock for investment and not for
resale. The Corporation does not, however, intend to restrict the
sale of the stock other than in accordance with the
Corporation’s general policies regarding the sale of the
Corporation’s stock. The employee assumes the risk of any
market fluctuations in the price of such stock.

 




24.


PAYMENT OF EXPENSES RELATED TO PLAN





 


The
cost, if any, for the delivery of shares to a Participant or
commissions upon the sale of stock shall be paid by the Participant
using such service. Other expenses associated with the Plan, if
any, at the discretion of the Committee, will be allocated as
deemed appropriate by the Committee.

 




25.


OPTIONEES NOT STOCKHOLDERS





 


Neither
the granting of an Option to an employee, nor the deductions from
his or her pay shall cause such employee to be a stockholder of the
shares covered by an Option until such shares have been purchased
by and issued to him or her.

 




26.


TAXES





 


As a
condition of the grant and exercise of an Option, a Participant
shall make such arrangements as the Corporation may require for the
satisfaction of any applicable U.S. federal, state, local or
foreign tax, withholding, and any other required deductions or
payments that may arise in connection with such Option. The
Corporation shall not be required to issue any shares under the
Plan until such obligations are satisfied.

 




27.


NO EMPLOYMENT RIGHTS





 


Nothing
in the Plan shall confer upon any employee any right to continued
employment, or interfere with the right of the Corporation or the
Employers to terminate his or her employment at any time, for any
reason.

 




28.


EFFECTIVE DATE





 


This
Plan was originally effective May 1, 2014. The Plan as amended and
restated herein was approved by the Board on April 4, 2019, subject
to approval of the Corporation’s shareholders at the
Corporation’s 2019 annual meeting.

 


 



 

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IN
WITNESS WHEREOF, Navient Corporation has caused this instrument to
be duly executed in its name and on its behalf on this
19TH day
of July, 2019.


 


	
 

	


NAVIENT
CORPORATION

 



By: /s/ Mark L. Heleen


Name:
Mark L. Heleen


 


Title:
Chief Legal Officer and Secretary

 








 




 

 

 

 

 




 

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