Assignment of Interest in Stock Upside Value Agreement between Stephen Anbinder, Daniel Maxwell Meyers, and Ralph James

Summary

Stephen Anbinder and Daniel Maxwell Meyers, partners in First Marblehead Corporation, are assigning to Ralph James one half of their remaining interest in the potential profit (upside value) from the sale of 31,788 shares of FMC common stock. Robert James, who provided the funds to purchase the stock, will receive the first $30 per share from any sale, plus half of any amount above that. The remaining profit above $30 per share will be split equally between Ralph James and either Anbinder or Meyers. This agreement recognizes Ralph James's contributions to the company.

EX-10.42 44 a2117909zex-10_42.txt EXHIBIT 10.42 EXHIBIT 10.42 [THE FIRST MARBLEHEAD THE FIRST MARBLEHEAD CORPORATION CORPORATION LOGO] 30 Little Harbor Marblehead, Massachusetts 01945 TEL. 781 ###-###-#### or ###-###-#### FAX ###-###-#### E-MAIL ***@*** Mr. Ralph James Mostyn Street Park Avenue Atrium Swampscott, Massachusetts 237 Park Avenue, 21st Floor New York, New York 10017 Dear Ralph: TEL. 212 ###-###-#### FAX ###-###-#### Each of us has been more pleased with the contributions which you have made to First Marblehead since you joined the firm in the Fall of 1996. In partial recognition, we would be pleased to take the following action. As you know, we have recently purchased 31,788 additional shares of FMC common stock (the Stock) at $20. per share. Robert James advanced the $635,760 necessary to do so, in partnership with us. Our arrangement with Bob is that, upon the sale of the Stock, he will be entitled to the sale proceeds up to a sale price of $30 per share. The balance of the sale proceeds, if any, will be divided 50% to Bob and 50% to one of us. Our agreement with Bob contemplates that we may assign all or part of our interest to a third party. By this letter, we are confirming to you that each of us is assigning one half of our remaining interest in the upside value of the Stock to you. As an example, if the Stock were sold for $40 per share, Bob would be entitled to the first $30 plus 50% of the balance, or a total of $35. The remaining $5 would be split, $2.50 to you and $2.50 to one of us. We look forward with great confidence to a productive business future and to your ongoing partnership with us. Respectfully, /s/ Stephen Anbinder - ---------------------------------- Stephen Anbinder /s/ Daniel Maxwell Meyers - ---------------------------------- Daniel Maxwell Meyers cc: R. Hoffman, Esq.