Exhibit 10.15
[First Marblehead
Letterhead]
February 12, 2008 (as amended
2/28/08)
Andrew Hawley
[address]
Dear Andy:
In connection with the termination of your
employment with The First Marblehead Education Resources, Inc.
(the “Company”) on February 29, 2009, you are
eligible to receive the severance benefits described in the
“Description of Severance Benefits” attached to this
letter agreement as Attachment A if you sign and return this letter
agreement to me no earlier than February 29, 2008 but by
March 3, 2008 and it becomes binding between you and the
Company. By signing and returning this letter agreement, you
will be entering into a binding agreement with the Company and will
be agreeing to the terms and conditions set forth in the numbered
paragraphs below, including the release of claims set forth in
paragraph 3. Therefore, you are advised to consult with an
attorney before signing this letter agreement and you may take up
to twenty-one (21) days to do so. If you sign this letter
agreement, you may change your mind and revoke your agreement
during the seven (7) day period after you have signed
it. If you do not so revoke, this letter agreement will
become a binding agreement between you and the Company upon the
expiration of the seven (7) day revocation period.
If you choose not to sign and return this letter
agreement by March 3, 2008 or if you revoke your acceptance of
this letter agreement during the revocation period, you shall not
receive any severance benefits from the Company. You will,
however, receive payment on your termination for your final wages
and any unused vacation time accrued through the Termination Date
(as defined herein). Also, regardless of signing this letter
agreement, if eligible, you may elect to continue receiving group
medical insurance pursuant to the federal “COBRA” law,
29 U.S.C. § 1161 et seq . All
premium costs for “COBRA” shall be paid by you on a
monthly basis for as long as, and to the extent that, you remain
eligible for COBRA continuation. You should consult the COBRA
materials to be provided by the Company for details regarding these
benefits. All other benefits, including life insurance and
long-term disability, will cease upon your Termination
Date.
The following numbered paragraphs set forth the
terms and conditions which will apply if you timely sign and return
this letter agreement and do not revoke it within the seven
(7) day revocation period:
1.
Termination Date
- Your effective
date of termination from the Company is February 29, 2008 (the
“Termination Date”).
2.
Description of Severance
Benefits - The severance benefits paid
to you if you timely sign, return and do not revoke this letter
agreement are described in the “Description of Severance
Benefits” attached as Attachment A (the “severance
benefits”).
3.
Release - In consideration of the
payment of the severance benefits, which you acknowledge you would
not otherwise be entitled to receive, you hereby fully, forever,
irrevocably and unconditionally release, remise and discharge the
Company, its officers, directors, stockholders, corporate
affiliates, subsidiaries, parent companies, successors and assigns,
agents and employees (each in their individual and corporate
capacities) (hereinafter, the “Released Parties”) from
any and all claims, charges, complaints, demands, actions, causes
of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities, and
expenses (including attorneys’ fees and costs), of every kind
and nature which you ever had or now have against the Released
Parties, including, but not limited to, those claims arising out of
your employment with and/or separation from the Company, including,
but not limited to, all claims under Title VII of the Civil Rights
Act of 1964, 42 U.S.C. § 2000e et seq .,
the Age Discrimination in Employment Act, 29 U.S.C. § 621
et seq ., the Americans With Disabilities Act
of 1990, 42 U.S.C. § 12101 et seq ., the
Family and Medical Leave Act, 29 U.S.C. § 2601 et
seq ., the Worker Adjustment and Retraining
Notification Act (“WARN”), 29 U.S.C. § 2101
et seq ., Section 806 of the Corporate
and Criminal Fraud Accountability Act of 2002, 18 U.S.C. §
1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701
et seq ., Executive Order 11246, Executive
Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681
et seq ., the Employee Retirement Income
Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001
et seq ., the Massachusetts Fair Employment
Practices Act., M.G.L. c. 151B, § 1 et
seq ., the Massachusetts Civil Rights Act, M.G.L. c. 12,
§§ 11H and 11I, the Massachusetts Equal Rights Act,
M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the
Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1
et seq ., the Massachusetts Privacy Act,
M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave
Act, M.G.L. c. 149, § 105D, all as amended; all common law
claims including, but not limited to, actions in tort, defamation
and breach of contract; all claims to any non-vested ownership
interest in the Company, contractual or otherwise, including, but
not limited to, claims to stock or stock options; and any claim or
damage arising out of your employment with or separation from the
Company (including a claim for retaliation) under any common law
theory or any federal, state or local statute or ordinance not
expressly referenced above; provided, however, that nothing in this
Agreement prevents you from filing, cooperating with, or
participating in any proceeding before the EEOC or a state Fair
Employment Practices Agency (except that you acknowledge that you
may not be able to recover any monetary benefits in connection with
any such claim, charge or proceeding).
4.
Invention, Non-Disclosure,
Non-Competition and Non-Solicitation Obligations
— You
acknowledge and reaffirm your obligation to keep confidential and
not to disclose any and all non-public information concerning the
Company which you acquired during the course of your employment
with the Company, including, but not limited to, any non-public
information concerning the Company’s business affairs,
business prospects and financial condition, as is stated more fully
in the Invention, Non-Disclosure, Non-Competition and
Non-Solicitation Agreement you executed on September 9, 2005.
In response to your concerns regarding the non-competition
provisions of the agreement, the Company will not consider it a
violation of the non-competition provisions of the Agreement for
you to accept a position by or consulting for a financial services
company that does not specifically offer student loans provided
that you do not violate any other
2
provisions of the
Agreement. Where a financial services company has multiple
lines of business including the provision of student loans, the
Company will not consider it a violation of the Agreement for you
to accept a position with or enter into a consulting relationship
relating solely to a line of business that does not engage in the
provision of student loans provided that you do not violate any
other provisions of the Agreement. While the Company has no
interest in unn
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