0001193125-14-291601 Sample Contracts

Navient Corporation 2014 Omnibus Incentive Plan Net-Settled Options—Stock Option Agreement Long-Term Incentive Award
Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
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NAVIENT CORPORATION 2014 OMNIBUS INCENTIVE PLAN INDEPENDENT DIRECTOR STOCK OPTION AGREEMENT – 2010
Independent Director Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies

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.

Navient Corporation 2014 Omnibus Incentive Plan Stock Option Agreement Net- Settled, Time Vested Options—2011
Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware

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.

Stock Option Agreement Navient Corporation 2014 Omnibus Incentive Plan Net- Settled, Price-Vested Options—2008
Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware

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.

Navient Corporation 2014 Omnibus Incentive Plan Independent Director Stock Option Agreement 2013
Independent Director Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware

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.

Navient Corporation 2014 Omnibus Incentive Plan Independent Director Stock Award Agreement 2014
Independent Director Stock Award Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies

Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan (the “Plan”), Navient Corporation (the “Corporation”) hereby grants to (the “Grantee”) shares of common stock of the Corporation, par value $0.01, on May 22, 2014 (the “Grant Date”), subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.

Navient Corporation 2014 Omnibus Incentive Plan Stock Option Agreement Net- Settled, Time Vested Options—2010
Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware

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.

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