Amendment to Employment Offer Letter between First Marblehead and John Hupalo (Severance Terms)
This amendment to John Hupalo's employment offer letter with First Marblehead provides that if Mr. Hupalo is terminated for any reason other than cause, he will receive one year of salary and benefits as severance. 'Cause' is defined as substantial failure to perform duties (with a 30-day cure period), breach of fiduciary duty, or conviction of a felony. The agreement clarifies that employment remains at will and is not for a specific term. Mr. Hupalo must sign to acknowledge and accept these terms.
Exhibit 10.3
October 14, 2005
Mr. John Hupalo
Executive Vice President - - Capital Markets
John,
This letter will constitute an amendment to your employment offer letter of February 24, 2003 and is being offered as additional consideration for your execution of The First Marblehead Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement (the “Agreement”).
In the event that you are terminated by the company for any reason other than cause, First Marblehead will provide you with severance which includes salary and benefits (per the terms of the benefit plans) for one year. Cause shall mean (I) the substantial failure to perform your duties to FMC which failure is not cured within 30 days of receipt of notice from FMC describing in reasonable detail such failure, (II) a breach of your fiduciary duties to FMC or (III) the conviction of a crime that constitutes a felony.
Please note that this amendment does not constitute an employment contract or a contract for a specific term of employment and that the employment relationship is at will. Please acknowledge this notice by signing one copy and returning it to me.
| Sincerely, |
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| /s/ Robin Camara |
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| Robin Camara |
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| Sr. Vice President – Human Resources |
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| /s/ John Hupalo |
| 11/7/05 |
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| John Hupalo | Date Signed |
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| Executive Vice President - Capital Markets |
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cc: H. R. file
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