Exhibit 10.24


 


July 26,
2010


 


BY
EMAIL


 


Gregory
Woods, Esq.


General
Counsel


THE
FIRST MARBLEHEAD CORPORATION


800
Boylston Street, 34th Floor


Boston,
MA  02199-8157


 


	
  RE:

  	
  Letter
  Agreement for Resignation of Stein Skaane

  
	
   

  	
  from
  The First Marblehead Corporation

  



 


Dear
Mr. Woods:


 


This
letter serves to confirm the terms and conditions pertaining to the resignation
of Stein Skaane (hereinafter, “Employee”) from any office, directorship or
other position that he holds with The First Marblehead Corporation and its affiliates
(hereinafter, collectively, the “Company”), including First Marblehead Data
Services, Inc. and The National Collegiate Funding II, LLC.   The Effective Date of his resignation shall
be July 22, 2010 (hereinafter, the “Effective Date”).


 


As
an inducement to the execution and delivery of this resignation letter, its
exhibits and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and shall be conclusively
presumed, the parties hereby accept the terms and conditions stated herein
below and incorporate by reference the various exhibits as expressly
stated.  It is the intention of each
signatory that this resignation letter tendered by the Employee and its acceptance
by the Company shall be deemed a contract enforceable pursuant to the laws of
the Commonwealth of Massachusetts, that the exhibits be deemed an integral part
of this letter agreement, that each signatory possesses the requisite authority
to sign the same and its exhibits, and that each of this resignation letter and
its exhibits is the product of a negotiation by each party with the advice of
independent counsel such that neither party shall be entitled to any
presumption or disadvantage as being the author or drafter of the same.


 


Reference
is made to that certain Non-Disparagement Agreement attached hereto and
incorporated herein as Exhibit A. 
Each of the Employee and the Company will cause originals of the same to
be properly executed in duplicate and thereafter delivered to the other party.  Each 


 

















 


party
shall be bound and shall otherwise comply with the terms and conditions
expressly stated therein.


 


By
no later than the end of the current payroll period, the Employee will be paid
by the Company for unused and accrued vacation in the gross amount of
$23,661.72 which amounts to a net payment after taxes of $15,669.94.  Effective as of the Effective Date, the
Employee shall be considered to have elected to continue receiving group
medical and dental insurance pursuant to the federal “COBRA” law, 29 U.S.C. §
1161 et  seq.  During the period from the Effective Date
through December 31, 2010, the Company shall continue to pay the share of
the premium for such coverage that is paid by the Company for active and
similarly-situated employees who receive the same type of coverage paid in
accordance with the Company’s regular payroll practice for group medical and
dental insurance (the “Company Contribution”). 
The remaining balance of any premium costs, and all premium costs after December 31,
2010, shall be paid by the Employee on a
monthly basis for as long as, and to the extent that, the Employee remains
eligible for COBRA continuation (the “Employee Contribution”).  Notwithstanding anything to the contrary
herein, the Company’s obligation to pay the Company Contribution is expressly
conditioned on the timely payment by the Employee of the Employee Contribution.
All other benefits, including life insurance and long-term disability, will
cease upon the Effective Date subject to any conversion rights that may
otherwise exist under any applicable policy. 
The Employee acknowledges and agrees that he is not entitled to, and
shall not, receive any severance benefits from the Company, other than payment
for his final wages, reimbursement of business expenses and any unused vacation
time accrued through the Effective Date, and further acknowledges and agrees
that he shall have no claim to any
non-vested ownership interest in the Company contractual or otherwise,
including, but not limited to, claims to stock, restricted stock units or stock
options.


 


The
Employee and Company acknowledge and affirm their respective obligations under,
and shall continue to be bound by the terms and conditions of, the Invention,
Non-Disclosure, Non-Competition and Non-Solicitation Agreement dated September 12,
2005 (the “Non-Competition Agreement”), including obligations of the Employee
to keep confidential and not disclose any and all non-public information
concerning the Company that he acquired during the course of his employment
with FMC, including any non-public information concerning the Company’s
business affairs, prospects and financial condition.  The parties agree and acknowledge that a true
and accurate copy of the Non-Competition Agreement is attached hereto as Exhibit B.


 


The
Employee hereby covenants that he will return to the Company all keys, files,
records (and copies thereof), equipment (including, but not limited to,
computer hardware, software and printers), identification and any other
Company-owned property in his possession or control.  He also represents that he has left intact
all electronic First Marblehead documents, including but not limited to, those
that the Employee developed or helped develop during his employment.  The Employee further confirms that he has
cancelled, or has provided all information necessary for the Company to cancel,
all accounts for his benefit, if any, in the Company’s name, including but not
limited to, credit cards, telephone charge cards, cellular phone and/or pager
accounts and computer accounts.  The
Company confirms it will pay in a timely manner all outstanding
business-related balances incurred by the Employee prior to the Effective Date,
and close out any credit cards issued by the Company to the Employee in a 


 

















 


timely
manner.  Additionally, the Company will
deliver the Employee’s personal property promptly.  The Employee shall reimburse the Company
promptly for outstanding charges, if any, incurred by the Employee that are not
business-related.


 


The
Company may file this resignation letter, including any exhibits, with any
regulatory or self-regulatory entity having jurisdiction over the Company,
including but not limited to the U.S. Office of Thrift Supervision, the Federal
Deposit Insurance Corporation and the Securities and Exchange Commission.


 


Each
party represents to the other that this letter agreement shall be binding upon
and shall inure to the benefit of their respective heirs, successors and
assigns.


 


Effective
as of July 22, 2010.


 


	
  THE
  COMPANY:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
  THE
  FIRST MARBLEHEAD CORPORATION

  	
  STEIN
  SKAANE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/ Daniel Meyers

  	
   

  	
  By:

  	
  /s/ Stein Skaane

  
	
   

  	
  Daniel Meyers

  	
   

  	
   

  	
  Stein Skaane

  
	
  Chairman
  and Chief Executive Officer

  	
   

  
	
  Duly
  Authorized

  	
   

  



 














 


NON-DISPARAGEMENT
AGREEMENT


 


THIS NON-DISPARAGEMENT AGREEMENT (“Agreement”) is made as of this 22nd day of July,
2010 (the “Effective Date”), by and between Stein Skaane (the “Employee”) and
THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a place of
business at 800 Boylston Street, 34th Floor,
Boston, Massachusetts 02199-8157 (“FMC” and together with its subsidiaries and
affiliates, including any securitization trust facilitated by FMC, “First
Marblehead”).


 


WHEREAS, the Employee serves as an employee and
executive officer of FMC pursuant to that certain letter agreement dated
September 4, 2001; and


 


WHEREAS, the parties desire to set forth certain
terms and conditions relating to the resignation of the Employee’s employment
and positions with First Marblehead.


 


NOW, THEREFORE, in consideration of the exchange of
promises and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties, intending to be legally bound
hereby, agree to the terms and conditions of this Agreement as follows:


 


1.                                  Employee
Non-Disparagement. The Employee shall not make any false, disparaging
or derogatory statements to any individual, media outlet, industry group,
financial institution or current or former employee, consultant, client or
customer of First Marblehead regarding: (a) First Marblehead, (b) any
current, former or future director, officer, employee, agent or representative
of First Marblehead (each, a “Person”), (c) the business affairs and financial
condition of First Marblehead or (d) the circumstances surrounding the
resignation of the Employee’s employment and positions with First Marblehead; provided, however, that nothing herein
shall prevent the Employee from complying with requirements of law.


 


2.                                  First
Marblehead Non-Disparagement. FMC shall instruct its
directors and those of its officers who have knowledge of this Agreement not to
make any false, disparaging or derogatory statements to any individual, media
outlet, industry group, financial institution or current or former employee,
consultant, client or customer of First Marblehead regarding the circumstances
surrounding the Employee’s resignation of his employment and positions with
First Marblehead; provided, however, that
nothing herein shall prevent First Marblehead or any Person from complying with
requirements of law.


 


3.                                  Choice of Law. This
Agreement shall be construed, interpreted and enforced in accordance with the
laws of the Commonwealth of Massachusetts without reference to the conflict of
law provisions thereof. The parties hereby irrevocably submit to and
acknowledge and recognize the jurisdiction of the courts of the Commonwealth of
Massachusetts, or if appropriate, a federal court located in the Commonwealth
of Massachusetts (which courts, for purposes of this Agreement, are the only
courts of competent jurisdiction), over any suit, action or other proceeding
arising out of, under or in connection with this Agreement or the subject
matter hereof.


 


4.                                       Counterparts. For the
convenience of the parties, this Agreement may be executed by facsimile and in
counterparts, each of which shall be deemed to be an original, and both of
which, taken together, shall constitute one agreement binding on both parties.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Non-Disparagement Agreement as of the day and year first written above.


 




	
  THE
  FIRST MARBLEHEAD CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel Meyers

  	
   

  	
  By:

  	
  /s/
  Stein Skaane

  
	
   

  	
  Daniel
  Meyers

  	
   

  	
   

  	
  Stein
  Skaane

  
	
   

  	
  Chairman
  and Chief Executive Officer

  	
   

  	
   

  	
   

  






 

















 


 FirstMarblehead


 


INVENTION, NON-DISCLOSURE, NON COMPETITION AND NON-SOLICITATON
AGREEMENT


 


This Agreement is made
between The First Marblehead Corporation, a Delaware corporation (hereinafter
referred to collectively with its subsidiaries as the “Company”), and “Stein
Skaane” (the “Employee”). 


Employee
name


 


In consideration of the employment or the continued employment of the
Employee by the Company, the Company and the Employee agree as follows:


 


1. Proprietary Information


a) The Employee agrees that all information, whether or not in
writing, of a confidential nature concerning the Company’s business
(collectively, “Proprietary Information”) is and shall be the exclusive
property of the Company. The Employee will not disclose any Proprietary
Information to any person or entity other than employees of the Company or use
the same for any purposes (other than in the performance of his/her duties as
an employee of the Company) without written approval by an officer of the
Company, either during or after his/her employment with the Company, unless and
until such Proprietary Information has become public knowledge without fault by
the Employee.


 


b) The Employee agrees that all materials
containing Proprietary Information, whether created by the Employee or others,
which shall come into his/her custody or possession, shall be and are the
exclusive property of the Company to be used by the Employee only in the
performance of his/her duties for the Company. All such materials or copies
thereof and all tangible property of the Company in the custody or possession
of the Employee shall be delivered to the Company, upon the earlier of (i) a
request by the Company or (ii) termination of his/her employment. After
such delivery, the Employee shall not retain any such materials or copies
thereof or any such tangible property.


 


c) The Employee agrees that his/her obligation not to disclose or
to use information and materials of the types set forth in paragraphs
(a) and (b)


 

















 


above, and his/her obligation to return materials and tangible
property, set forth in paragraph (b) above, also extends to such types of
information, materials and tangible property of customers of the Company or
other third parties who may have disclosed or entrusted the same to the Company
or to the Employee.


 


2. Developments


a) The Employee will make full and prompt disclosure to the Company of
all inventions, improvements, discoveries, methods, developments, software, and
works of author ship, whether patentable or not, which are created, made, conceived
or reduced to practice by him/her or under his/her direction or jointly with
others during his/her employment by the Company, whether or not during normal
working hours or on the premises of the Company (all of which are collectively
referred to in this Agreement as “Developments”).


 


b) The Employee agrees to assign and does
hereby assign to the Company (or any person or entity designated by the
Company) all his/her right, title and interest in and to all Developments and
all related patents, patent applications, copyrights and copyright
applications. However, this paragraph 2(b) shall not apply to Developments
which do not relate to the business or research and development conducted or
planned to be conducted by the Company at the time such Development is created,
made, conceived or reduced to practice and which are made and conceived by the
Employee not during normal working hours, not on the Company’s premises and not
using the Company’s tools, devices, equipment or Proprietary Information. The
Employee understands that, to the extent this Agreement shall be construed in
accordance with the laws of any state which precludes a requirement in an
employee agreement to assign certain classes of inventions made by an employee,
this paragraph 2(b) shall be interpreted not to apply to any invention
which a court rules and/or the Company agrees falls within such classes.


 


c) The Employee agrees to cooperate fully with the
Company, both during and after his/her employment with the Company, with
respect to the procurement, maintenance and enforcement of copyrights, patents
and other intellectual property rights (both in the United States and foreign
countries) relating to Developments. The Employee shall sign all papers which
the Company may deem necessary or desirable in order to protect its rights and
interests in any Development. The Employee further agrees that if the Company
is unable, after reasonable effort, to


 

















 


secure the signature of the Employee on any such papers, any executive
officer of the Company shall be entitled to execute any such papers as the
agent and the attorney-in-fact of the Employee, and the Employee hereby
irrevocably designates and appoints each executive officer of the Company as
his/her agent and attorney-in-fact to execute any such papers on his/her
behalf, and to take any and all actions as the Company may deem necessary or
desirable in order to protect its rights and interests in any Development,
under the conditions described in this sentence.


 


3. Other Agreements


The Employee hereby represents that, except as the Employee has
disclosed in writing to the Company, the Employee is not bound by the terms of
any agreement with any previous employer or other party to refrain from using
or disclosing any trade secret or confidential or proprietary information in
the course of his/her employment with the Company, to refrain from competing,
directly or indirectly, with the business of such previous employer or any
other party or to refrain from soliciting employees, customers or suppliers of
such previous employer or other party. The Employee further represents that
his/her performance of all the terms of this Agreement and the performance of
his/her duties as an employee of the Company do not and will not breach any
agreement with any prior employer or other party to which the Employee is a
party (including without limitation any nondisclosure or non-competition
agreement), and that the Employee will not disclose to the Company or induce
the Company to use any confidential or proprietary information or material
belonging to any previous employer or others.


 


4. Non-Competition and
Non-Solicitation


While the Employee is employed by the Company and for a period of one
year after the termination or cessation of such employment for any reason, the
Employee will not directly or indirectly:


 


a) Engage in any business or enterprise (whether as owner, partner,
officer, director, employee, consultant, investor, lender or otherwise, except
as the holder of not more than 1% of the outstanding stock of a publicly-held
company) that is competitive with the Company’s business, including but not
limited to any business or enterprise that develops, manufactures, markets,
licenses, sells or provides any product or service that competes with any
product or service developed,


 

















 


manufactured, marketed, licensed, sold or provided, or planned to be
developed, manufactured, marketed, licensed, sold or provided, by the Company
while the Employee was employed by the Company; or


 


b) Either alone or in association with others (i) solicit, or
permit any organization directly or indirectly controlled by the Employee to
solicit, any employee of the Company to leave the employ of the Company, or
(ii) solicit for employment, hire or engage as an independent contractor,
or permit any organization directly or indirectly controlled by the Employee to
solicit for employment, or hire or engage as an independent contractor, any
person who was employed by the Company at any time during the term of the
Employee’s employment with the Company; provided, that this clause
(ii) shall not apply to the solicitation, hiring or engagement of any
individual whose employment with the Company has been terminated for a period
of six months or longer.


 


5. No Employment Contract


The Employee understands that this Agreement does not constitute a
contract of employment and does not imply that his/her employment will continue
for any period of time.


 


6. Miscellaneous


a) The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


 


b) If the Employee violates the provisions of Section 4, the
Employee shall continue to be bound by the restrictions set forth in
Section 4 until a period of one year has expired without any violation of
such provisions.


 


c) If any restriction set forth in Section 4 is
found by any court of competent jurisdiction to be unenforceable because it
extends for too long a period of time or over too great a range of activities
or in too broad a geographic area, it shall be interpreted to extend only over
the maximum period of time, range of activities or geographic area as to which
it may he enforceable.


 


d) This Agreement supersedes all prior agreements,
written or oral, between the Employee and the Company relating to the subject
matter


 

















 


of this Agreement. This Agreement may not be modified, changed or
discharged in whole or in part, except by an agreement in writing signed by the
Employee and the Company. The Employee agrees that any change or changes in
his/her duties, salary or compensation after the signing of this Agreement
shall not affect the validity or scope of this Agreement.


 


e) This Agreement will be binding upon the Employee’s heirs, executors
and administrators and will inure to the benefit of the Company and its
successors and assigns.


 


f) No delay or omission by the Company in exercising any right under
this Agreement will operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion is effective only in that
instance and will not be construed as a bar to or waiver of any right on any
other occasion.


 


g) The restrictions contained in this Agreement are
necessary for the protection of the business and goodwill of the Company and
are considered by the Employee to be reasonable for such purpose. The Employee
agrees that any breach of this Agreement is likely to cause the Company
substantial and irrevocable damage which is difficult to measure. Therefore, in
the event of any such breach or threatened breach, the Employee agrees that the
Company, in addition to such other remedies which may be available, shall have
the right to specific performance of the provisions of this Agreement and shall
have the right to obtain an injunction from a court restraining such a breach
or threatened breach, and the Employee hereby waives the adequacy of a remedy
at law as a defense to such relief.


 


h) This Agreement is governed by and will be
construed as a sealed instrument under and in accordance with the laws of the


Commonwealth of Massachusetts (without reference to the conflicts of
laws provisions thereof). Any action, suit, or other legal proceeding which is
commenced to resolve any matter arising under or relating to any provision of
this Agreement shall be commenced only in a court of the Commonwealth of
Massachusetts (or, if appropriate, a federal court located within
Massachusetts), and the Company and the Employee each consents to the
jurisdiction of such a court.


 

















 


THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT
AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


 


 


THE FIRST MARBLEHEAD CORPORATION




	
  Date:

  	
  9/8/05

  	
   

  
	
  By: 

  	
  /s/ Robin Camara

  	
   

  
	
  Print Name: Robin Camara

  	
   

  
	
  Title: Senior Vice
  President, Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE

  	
   

  
	
  Date:

  	
  9/12/05

  	
   

  
	
  Employee Signature:

  	
  /s/ Stein Skaane