EMPLOYEE MATTERS AGREEMENT BETWEEN SLM CORPORATION, NEW BLC CORPORATION AND NEW CORPORATION DATED AS OFEmployee Matters Agreement • February 28th, 2014 • New Corp • Security brokers, dealers & flotation companies • Delaware
THIS EMPLOYEE MATTERS AGREEMENT dated as of , 2014, among SLM Corporation, a Delaware Corporation (“Existing SLM”) New BLC Corporation, a Delaware corporation (“SLM BankCo”), and New Corporation, a Delaware corporation (“NewCo”). SLM BankCo and NewCo are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NEW CORPORATION AND SLM CORPORATION DATED AS OF [—], 2014Transition Services Agreement • February 28th, 2014 • New Corp • Security brokers, dealers & flotation companies
This TRANSITION SERVICES AGREEMENT, dated as of [—], 2014 (this “Agreement”), is by and between New Corporation, a Delaware corporation (“NewCo”), and SLM Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and among Existing SLM, SLM BankCo and NewCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG SLM CORPORATION, SLM BANKCO AND NEW CORPORATION DATED AS OFSeparation and Distribution Agreement • February 28th, 2014 • New Corp • Security brokers, dealers & flotation companies • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 2014 (this “Agreement”), is by and among SLM Corporation, a Delaware corporation (“Existing SLM”), New BLC Corporation, a Delaware corporation (“SLM BankCo”), and New Corporation, a Delaware corporation (“NewCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX SHARING AGREEMENT BETWEEN NEW CORPORATION AND NEW BLC CORPORATION DATED AS OF [—], 2014Tax Sharing Agreement • February 28th, 2014 • New Corp • Security brokers, dealers & flotation companies • Delaware
This TAX SHARING AGREEMENT, dated as of [—], 2014 (this “Agreement”), is by and between New Corporation, a Delaware corporation (“NewCo”) and New BLC Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement have the meanings set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and among SLM Corporation, a Delaware corporation (“SLM”), SLM BankCo and NewCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
