Exhibit
10.13


 


	
  

  	
  First
  Marblehead Corporation

  
	
   

  
	
  The Prudential Tower

  
	
  800 Boylston Street - 34th Floor

  
	
  Boston, MA 02199-8157

  
	
  Tel 617.638.2000 or
  800.895.4283

  
	
  Fax 617.638.2100 or
  866.255.4583

  
	
   

  
	
  230
  Park Avenue, 10th Floor 

  
	
  New
  York, NY 10169

  
	
  Tel
  212.808.7225

  
	
  Fax
  212.808.7226

  



 


February 25, 2005


 


Kenneth Klipper


[address]


 


Dear Ken:


 


The First Marblehead
Corporation (FMC) is pleased to offer you the position of Senior Vice
President, Finance reporting to Donald Peck, Executive Vice President and Chief
Financial Officer.


 


Your direct annual
compensation will be $270,000, paid on a semi-monthly basis at a rate of
$11,250, (gross) per pay period. You will also be eligible to participate in
the Company’s incentive bonus plan. Under this plan you are eligible for a
bonus of up to 50% of earned salary for the performance year. This is a
discretionary plan which provides rewards for Company performance and your
personal contribution to it. First Marblehead aligns the performance review and
bonus cycle with the business fiscal year ending June 30. Your first
performance review under these plans will be June, 2005. The effective date for
merit increase and any bonus awards you become eligible for is September 1.
Any awards for fiscal year 2005 will be pro-rated from your start date. You
will also participate in the First Marblehead long term incentive program. It
is our intention to award you a grant of 4,000 Restricted Stock Units subject
to the terms and conditions of the plan and Board of Director approval. Each
Restricted Stock Unit represents the right to receive one share of common stock
of the Company. 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 after Board
approval. 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.


 


As a condition of hire,
First Marblehead requires that all employees sign an Invention and
Non-Disclosure/Non-Compete Agreement (enclosed). Due to the nature of our
business, this offer is contingent on satisfactory results of a credit check
the company runs on prospective employees to make sure they are not in default
on any student loans. 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. In addition, FMC 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 coverage on the first of the
month following your first day of employment. Other benefits include a 401 K
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 fifteen days,
eight paid holidays, two floating holidays and five sick days per year.


 


This is an exciting time
for First Marblehead and your addition to our management team is most welcome.
Please acknowledge this offer by signing one copy of this offer letter and
returning it to me. This offer is made today and will expire on March 4,
2005. We look forward to hearing from you.


 


Sincerely,


 


	
  /s/ Robin L. Camara

  	
   

  	
   

  
	
  Robin L. Camara

  	
   

  	
   

  
	
  Senior Vice-President,
  Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Kenneth Klipper

  
	
   

  	
   

  	
  KENNETH
  KLIPPER

  



 


	
  Encls:

  	
  Invention and
  Non-Disclosure/Non-Compete Agreement

  
	
   

  	
  Copy of this Offer
  Letter

  



 


cc: Don Peck