Exhibit
10.23


 


The First  Marblehead  Corporation


 


September 22, 2008


 


Gary Santo


[address]


 


Dear Gary;


 


The First Marblehead Corporation (FMC) is pleased to offer you the
position of Senior Vice President — Capital Markets 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 that we will 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 purposes of this agreement cause shall mean (1) the
willful failure by the Executive to perform his duties hereunder which has
continued 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 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/ Gary F. Santo, Jr.

  	
  9-22-08

  
	
   

  	
   

  	
  Gary Santo

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  
	
  Encls: Copy of this Offer Letter

  	
   

  	
   

  	
   

  



 

















 


The First Marblehead Corporation


 


December 22, 2008


 


Gary Santo


c/o The First Marblehead Corporation 


800 Boylston Street, 34th Floor


Boston, MA 02199


 


Dear Gary,


 


This letter will supplement your offer letter dated September 22,
2008, 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/ Gary F. Santo, Jr.

  
	
   

  	
   

  	
  Gary Santo

  



 


The First Marblehead Corporation 


800 Boylston Street, 34th Floor


Boston, MA 02199


Phone 800.895.4283


www.firstmarblehead.com


 


Creating Solutions for Education Finance