Exhibit 10.22


 


The
First Marblehead Corporation


 


September
22, 2008 (as amended)


 


Seth
Gelber


[address]


 


Dear
Seth;


 


The
First Marblehead Corporation (FMC) is pleased to offer you the position of
Senior Vice President — Corporate Business Development reporting to Dan Meyers,
Chief Executive Officer.


 


Your
direct annual compensation will be $360,000 annualized paid on a semi-monthly
basis at a rate of $15,000, (gross) per pay period. You also will be eligible
to participate in the Company’s incentive bonus plan. Under this plan your
bonus target is 50% of earned salary for the performance year, provided the
Company meets its annual performance criteria set forth in the incentive bonus
plan and your individual performance meets and exceeds standards. Actual awards
have a range of 0% to 100% of earned salary based on performance. First
Marblehead aligns the performance review and bonus cycle with the business
fiscal year ending June 30. Bonus awards are paid in September. Per the terms
of the plan, you must be active on the date the bonus awards are made in order
to be eligible for any payment.


 


You
also will participate in the First Marblehead long term incentive program. At
the next regularly scheduled meeting of the Compensation Committee of the Board
of Directors but no later than 90 days following your start date FMC will award
you Restricted Stock Units subject to the terms and conditions of the plan.
Each Restricted Stock Unit represents the right to receive one share of common
stock of the Company on vesting. Restricted Stock Units vest at one third on
the third anniversary of the grant date, one third on the fourth anniversary of
the grant date and the final third on the fifth anniversary of the grant date.
Instruments of grant and plan documents will be provided to you at the time of
your award. Thereafter, you will be eligible for annual awards each August
based on performance with a target up to 75% of base salary in the form of
Restricted Stock Units. The annual awards have a vesting schedule of 25% on the
second, third and fourth anniversary of the grant. Although it is our hope to
have a long and mutually advantageous relationship, in the event you are
involuntarily terminated by the Company without cause, FMC will provide you
with continuation of salary and medical and dental benefits (at then active
rates) for the six (6) months immediately following your termination date. For
purpose of this agreement cause shall mean (1) the willful failure by the
Executive to perform his duties hereunder which has continued for more than 30
days following written notice from the company of such non-performance, (2) any
act of dishonesty, intentional fraud or willful misconduct on the part of the
Executive in the performance of his duties or (3) the Executives conviction of
a felony involving moral turpitude. Please note that this letter does not
constitute an employment contract or a contract for a specific term of
employment and that the employment relationship is at will. The company
acknowledges that per the terms of the First Marblehead Code of Conduct you
have disclosed the work you may perform for Sextant and agrees this may
continue as long as the time is reasonable, there is no direct conflict of
interest that prevents you from performing your Company duties and
responsibilities honesty and objectively and you act in the best interests of
First Marblehead.


 


The First Marblehead Corporation 


800 Boylston Street, 34th Floor


Boston, MA 02199


Phone 800.895.4283


www.firstmarblehead.com


 


Creating
Solutions for Education Finance


 

















 


As
a condition of hire, First Marblehead requires that all officers sign an
Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement
(enclosed). Due to the nature of our business, this offer is contingent on
satisfactory results of a background check which a third party agency,
HireRight runs on prospective employees. The type of information which is
collected by this agency includes that pertaining to an individual’s past
employment, education, criminal record and credit history. After completing and
returning the enclosed authorization form, you will receive an email with
instructions on how you can provide HireRight with the information necessary to
begin the process. Also, as required by the Immigration Reform and Control Act
of 1976, you will be expected to provide proof of eligibility to work in the
United States.


 


We
offer a comprehensive benefits program. You may select health coverage through
an HMO or PPO from Blue Cross/Blue Shield, as well as dental coverage through
Delta Dental Premier. The company subsidizes the cost of these plans at a rate
of 80% for family and 90% for individuals. You are eligible for health and
dental coverage on the first of the month following your first day of
employment. In addition, First Marblehead provides Group Life Insurance at two
times your base salary as well as Short Term and Long Term Disability coverage
at no cost to you. You are eligible for this coverage on your first day of
employment.


 


Other
benefits include a 401K plan with a dollar-for-dollar match up to 6% of salary
contributed and the Company’s employee stock purchase program subject to the
eligibility requirements of these plans. We offer accrual of vacation up to
twenty days, eight paid holidays, two floating holidays and five sick days per
year.


 


This
is an exciting and challenging time for First Marblehead and your addition to
our senior management team is most welcome. Please acknowledge this offer by
signing one copy of this offer letter, the Invention, Non-Disclosure,
Non-Competition and Non-Solicitation Agreement, as well as the Authorization
for Employment Background Check and returning them to me. This offer is made
today and will expire on September 29, 2008.


 


	
  We look forward to hearing
  from you.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sincerely,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Robin Camara

  	
   

  	
   

  	
   

  
	
  Robin
  Camara

  	
   

  	
   

  	
   

  
	
  Senior
  Vice President – Human Resources

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Seth Gelber

  	
  9/22/08

  
	
   

  	
   

  	
  Seth
  Gelber

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  
	
  Encls:
  Copy of this Offer Letter

  	
   

  	
   

  	
   

  



 

















 


The
First Marblehead Corporation


 


December 22, 2008


 


Seth Gelber


c/o The First Marblehead Corporation


800 Boylston Street, 34th Floor


Boston, MA 02199


 


Dear Seth,


 


This letter will supplement your offer letter dated September 22,
2008 (as amended), by adding thereto the following provision:


 


If and to the extent any portion of any payment,
compensation or other benefit provided to you in connection with your
employment termination is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) and you are a specified employee as
defined in Section 409A(a)(2)(B)(i) of the Code, as determined by
First Marblehead in accordance with its procedures, by which determination you
agree to be bound, such portion of the payment, compensation or other benefit
shall not be paid before the day that is six months plus one day after the date
of “separation from service” (as determined under Code Section 409A) (the “New
Payment Date”), except as Code Section 409A may then permit. The aggregate
of any payments that otherwise would have been paid to you during the period
between the date of separation from service and the New Payment Date shall be
paid to you in a lump sum on such New Payment Date, and any remaining payments
will be paid on their original schedule. First Marblehead makes no
representations or warranty and shall have no liability to you or any other
person if any provisions of or payments, compensation or other benefits under
this agreement are determined to constitute nonqualified deferred compensation
subject to Code Section 409A but do not to satisfy the conditions of that
section.


 


Please acknowledge your acceptance of the foregoing additional
provision by signing in the space provided below and returning the signed
letter to me no later than December 31, 2008.


 


	
  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jo-Ann Burnham

  	
   

  	
   

  
	
  Jo-Ann Burnham

  	
   

  	
   

  
	
  Managing Director – Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AKNOWLEDGED AND AGREED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Seth Gelber

  
	
   

  	
   

  	
  Seth Gelber

  



 


The First Marblehead Corporation 


800 Boylston Street, 34th Floor


Boston, MA 02199


Phone 800.895.4283


www.firstmarblehead.com


 


Creating
Solutions for Education Finance