Letter Agreement dated July 17, 2018

AGREED AND ACCEPTED:
/s/ John F. (Jeff) Whorley Jr.	Date: July 17, 2018
John F. (Jeff) Whorley, Jr.

 

 

 

 

 

 

 

1. General Terms of Separation. Your last day of employment with the Company will be the Separation Date and you will be paid for all time worked up to and including the Separation Date. Your eligibility to participate in all Company-sponsored plans that are governed by Employee Retirement Income Security Act or 1974, as amended (“ERISA”) will end effective on the Separation Date or such other date as may be set forth in such plans. You acknowledge and agree that your termination of employment shall not constitute an involuntary termination event under the Company’s Executive Severance Plan for Senior Officers and you therefore will not be entitled to severance thereunder.

 

2. Consideration. If you sign (and do not revoke) this Agreement, agreeing to be bound by the general release in Paragraph 3 below, including the other terms and conditions of this Agreement described below, the Company agrees to provide the following (the “Consideration”): (a) the Company will pay you an annual cash incentive bonus under the Navient 2018 Management Incentive Plan equal to 150% of your base salary (i.e., an annual incentive bonus based on target performance) reduced on a pro-rated basis to reflect the number of days you are employed with the Company in 2018, payable in a lump sum within thirty (30) days of the Separation Date; and (b) the Company will treat your termination as an involuntary termination of employment for reasons other than cause such that all of your outstanding equity awards granted under the Navient Corporation 2014 Omnibus Incentive Plan, as amended from time to time, will remain outstanding and continue to vest and become payable pursuant to their terms. You will not be eligible for the Consideration described in this Paragraph 2 until the Company has received an executed copy of this Agreement and you have not revoked this Agreement as set forth in Paragraph 13.

 

3. General Release. In exchange for the Consideration, you hereby waive all claims available under federal, state or local law against the Company (including its subsidiaries, affiliates and assigns) and the directors, officers, employees, employee benefit plans and agents of the Company (and its subsidiaries, affiliates and assigns) arising out of your employment with the Company or the termination of that employment, including but not limited to all claims arising under the Americans with Disabilities Act, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, Section 1981 of U.S.C, Title VII of the Civil Rights Act, the Indiana Civil Rights Act, the Indiana Wage Discrimination Law, the Indiana Employment Discrimination Against Disabled Persons Law, the Indiana Equal Pay Law, the Indiana Military Leave Family leave Act, the Indiana Blacklisting Statute, the Indiana Off Duty Use of Tobacco by Employees Law, the Indiana Age Bias Law, the Indiana False Claims and Whistleblower Protection Statute, the Indiana Wage Payment and Wage Claims Act, the Indiana Minimum Wage Law, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. You are not prohibited from making or asserting and you are not waiving: (i) your rights under this Agreement; (ii) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the terms of applicable state laws; (iii) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; and (iv) any other right that may not be released under applicable law. You acknowledge that you have not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

 

4. Reports to Government Entities. Nothing in this Agreement, restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, you are waiving your right to receive any individual monetary relief resulting from such claims, regardless of whether you or another party has filed them, and in the event you obtain such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement, except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. §§ 1514A). This Agreement does not limit your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. You do not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators, or make any such reports or disclosures to the Regulators. You are not required to notify the Company that you have engaged in such communications with the Regulators.

 

5. Confidentiality, Intellectual Property, Non-Competition, and Non-Solicitation.

 

 

 

 

 

 

 

 

 

 

 

6. Arbitration of Disputes. You agree to resolve any disputes with the Company regarding this Agreement through final and binding arbitration, to the fullest extent permitted by law. For example, you agree to arbitrate any dispute about the validity of this Agreement and any claim you may bring, which means that an Arbitrator and not another tribunal will decide issues of arbitrability and of liability with respect to any claim you may bring; provided, however, that either party may pursue a temporary restraining order and/or preliminary injunctive relief, with expedited discovery where necessary, in a court of competent jurisdiction to protect common law or contractual trade secret or confidential information rights and to enforce the post-employment restrictions in Paragraph 5. Arbitrations shall be conducted by JAMS (also known as Judicial Arbitration & Mediation Services) in accordance with its employment dispute resolution rules. This agreement to arbitrate does not apply to government agency proceedings, but does apply to any action you might bring, including but not limited to any lawsuit related to a government agency proceeding, to the fullest extent permitted by law. By agreeing to this Agreement, you understand that you are waiving your right to a jury trial.

 

7. Statement of Non-Admission. Nothing in this Agreement is intended as or will be construed as an admission or concession of liability or wrongdoing by you, the Company or any of the Released Parties. Rather, the proposed Agreement is being offered for the sole purpose of settling cooperatively and amicably any and all possible disputes between the parties.

 

8. No Actions Pending Against the Company. You expressly acknowledge and represent that: (a) you have received all wages to which you were entitled as an employee of the Company; and (b) you are not aware of any facts that may constitute violations of the Company’s policies and/or legal obligations.

 

9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana.

 

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the matters contained herein and supersedes any and all prior representations and agreements, written or oral, expressed or implied.

 

11. Headings; Days. Headings contained in this Agreement are for convenience of reference only and are not intended, and shall not be construed, to modify, define, limit, or expand the intent of the parties as expressed in this Agreement, and they shall not affect the meaning or interpretation of this Agreement. All references to a number of days throughout this Agreement refer to calendar days.

 

12. Representations. You agree and represent that (a) you have read carefully the terms of this Agreement, including the general release; (b) you have had an opportunity to and have been advised by the Company to review this Agreement, including the general release, with an attorney; (c) you understand the meaning and effect of the terms of this Agreement, including the general release; (d) you were given twenty-one (21) days to determine whether you wished to sign this Agreement, including the general release; (e) your decision to sign this Agreement, including the general release, is of your own free and voluntary act without compulsion of any kind; (f) no promise or inducement not expressed in this Agreement has been made to you; and (g) you have adequate information to make a knowing and voluntary waiver.

 

13. Revocation Period. If you sign this Agreement, you will retain the right to revoke it for seven (7) days (“Revocation Period”). If you revoke this Agreement, you are indicating that you have changed your mind and do not want to be legally bound by this Agreement. This Agreement shall not be effective until after the Revocation Period has expired without your having revoked it. To revoke this Agreement, you must send a letter to the attention of Jon Kroehler, Chief Human Resources Officer, Navient, 11100 USA Parkway, Fishers, IN 46037. The letter must be received within seven (7) days of your execution of this Agreement. If the seventh day is a Sunday or federal holiday, then the letter must be received on the following business day. If you revoke this Agreement on a timely basis, you shall not be eligible for the Consideration set forth in Paragraph 2 above.

 

14. Expiration Date. As noted above, you have twenty-one (21) days to decide whether you wish to sign this Agreement. If you do not sign this Agreement on or before that time, then this Agreement is withdrawn and you will not be eligible for the Consideration set forth in Paragraph 2 above.