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EX-99.1 - EX-99.1 - FIRST MARBLEHEAD CORPd100309dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2016

 

 

The First Marblehead Corporation

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-31825   04-3295311

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Cabot Road, Suite 200

Medford, Massachusetts

  02155
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (800) 895-4283

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 3, 2016, The First Marblehead Corporation (the “Corporation”) entered into a letter agreement with Alan Breitman (the “Letter Agreement”), the Corporation’s Chief Financial Officer, Chief Accounting Officer and a Managing Director. The Letter Agreement provides that, in the event Mr. Breitman is involuntarily terminated by the Corporation without cause, subject to Mr. Breitman signing a general release of claims, the Corporation will provide Mr. Breitman with continuation of salary and medical and dental benefits for a period of six months immediately following Mr. Breitman’s termination date. For purposes of the Letter Agreement, “cause” is defined as (1) unsatisfactory job performance, (2) willful misconduct, fraud, gross negligence, disobedience or dishonesty on the part of Mr. Breitman or (3) Mr. Breitman’s conviction of a felony involving moral turpitude.

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1    Letter Agreement, dated March 3, 2016, between the Corporation and Alan Breitman

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THE FIRST MARBLEHEAD CORPORATION
Date: March 4, 2016     By:  

/s/ Seth Gelber

     

Seth Gelber

President, Chief Operating Officer

and Managing Director


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibits

99.1    Letter Agreement, dated March 3, 2016, between the Corporation and Alan Breitman