Jonathan Smith, Scott Bames, Vice President and Director of Athletics ‘November 29, 2017 Memorandum of Understanding Regarding Employment On behalf of Oregon State University (“University”), I am pleased to offer you the position of Head Coach (“Coach”) of the Football Team (the “Team”) for the University’s Department of Intercollegiate Athletics (“Athletic Department”), with duties customarily performed by a Coach of a Pac-12 collegiate institution, effective upon satisfactory completion of all background checks or November 29, 2017, whichever date is later (the “Effective Date”). The essential terms of our offer are described below in this Memorandum of Understanding, and will be set forth in a formal employment contract with the University. I. Term of Employment Agreement: Approximately 5 years (through February 2023). For any season during which the Team wins six (6) or more games, the University agrees that one (1) new Contract Year shall be added to the Term of Employment, subject to the same terms and conditions contained herein. ‘A. Coach shall report directly to the Vice President and Director of Athletics (the “Director”) B, Except to the extent otherwise required by University policies and subject to budgetary limitations and the approval of the Director - which shall not be unreasonably withheld - Coach shall have the responsibility and the authority for the hiring, supervising, disciplining, and termination of Assistant Coaches for the Team and other direct reports, and such authority shall, when necessary or appropriate, be subject to the approval of University’s appointing authority. Coach agrees the hiring and terminating of personnel must comply with all applicable laws and University policies related to employment at University. Itis understood that athletic trainers and strength and conditioning coaches are not direct reports to Coach. Tl, Salary (to be paid on a pro-rata basis for any partial year hereunder; for example, for the period beginning with the effective date through February 2018, Coach shall be paid a pro-rata portion of $1,900,000) YEAR | Annual Base Salary ‘Annual Non Salary Compensation ‘Year 1 $950,000 $950,000 ‘Year? $950,000 $950,000 ‘Year 3 $950,000 ‘$950,000 ‘Year 4 $950,000 ‘$950,000 [Year 5 ] $950,000 $950,000 ‘Memorandum of Understanding Regarding Employment ~ Smith Page 1 of 4II, Incentive Compensation (payment to be due within 30 days following the end of each season) A. Athletic Achievement, a. Win exactly 10 regular season games $ 75,000 b. Win exactly 9 regular season games $ 50,000 c. Win exactly 8 regular season games $ 25,000 d. Win the Civil War $ 25,000 e, Participate in Pac-12 championship game $100,000 f. Participate in post season bow! game $ 25,000 (other than as described in g below) g. Participate in Access or College Football Playoff Bowl $200,000 h. Participate in College Football Playoff ‘National Championship Game $300,000 i, Win College Football Playoff National $400,000 Championship Game B. Coach Recognition. a. Pac-12 Coach of the Year $ 25,000 b. National Coach of the Year $100,000 C. Academic Achievement. a. APR top 6 in the Pac-12 $25,000 b. APR top I or 2 in the Pac-12 $50,000 EXAMPLE- The amounts in III.A ~IIL.C are cumulative. For example, if the Team wins 9 regular season games ($50,000), participates in the Pac-12 Championship game ($100,000), participates in an Access Bowl game ($200,000), and the Team's APR score is 2 in the Pac-12 ($50,000), the total incentive compensation for that year would be $400,000. IV. Assistant Coach Salary Pool A. University will make available a total pool of $3,300,000 for Assistant Coach salaries. V. Additional Benefits in Furtherance of Athletic Department Programs A. Complimentary Tickets. Coach will receive tickets to Athletic Department games in the amounts and manner provided for by Athletic Department policy. Memorandum of Understanding Regarding Employment — Smith Page 2 of 4vu. B. Family Travel. On an annual basis University will cover the reasonable cost of Coach’s immediate family to travel with the Team for all away competitions. Any other requests for travel must be approved by the Director. C. Country Club. University will pay the cost for Coach’s full membership in the Corvallis Country Club. D. Automobile. University will make available to Coach two vehicles under the University’s courtesy car program, subject to the provision in the Athletic Department Policies and Procedures Manual. E. Home Game Seating. University will make available to Coach use of one skybox suite in Reser Stadium for home football games of the Team with amenities ordinarily provided with a skybox and two parking passes for home football games of the Team. F. Benefits. All standard employee benefits on the same terms as provided to other full-time, unclassified OSU employees, including but not limited to health, life, and disability insurance and retirement benefits. Moving Expenses A. Up to $79,167 (the equivalent of one month’s salary) consistent with University policy. If you terminate employment with the University without cause prior to December 31, 2018, you will reimburse University for any moving expenses paid to you. Early Termination A. By University without cause. If University terminates your employment without cause before the expiration of the term, University will pay you, as liquidated damages, an amount equal to the annual base salary as set out in Section Il of this MOU that would be due you for the remaining term of the Employment Agreement. Coach shall have no obligation to engage in mitigation efforts, and University shall have no right to reduce it’s financial obligation by any amounts earned by Coach subsequent to such termination. B. ByCoach. If you terminate your employment before the expiration of the term, you will pay, or cause to be paid by your subsequent employer, to University, as liquidated damages, the amounts indicated below. YEAR Te Coach terminates | If University terminates without {amounts are not exact) ‘Notice effective during Year | $3,500,000 $4,750,000 ‘Notice effective during Year 2 $3,000,000 '$3,800,000 Notice effective during Year 3 $2,000,000 $2,850,000 Notice effective during Year 4 $1,000,000 $1,900,000 ‘Notice effective during Year 5 $1,000,000 $950,000 ‘Memorandum of Understanding Regarding Employment — Smith Page 3 0f4C. Payment. Payment will be due within 60 days after the effective date of termination. Any amount paid after the 60 days will accrue interest at a rate of 9% per annum. This Memorandum of Understanding supersedes any understandings, agreements, or representations, oral or written, not specified herein with respect to the terms and conditions of your employment as Coach, and will be governed by Oregon law. The essential terms of our offer are described in this non-binding MOU and a binding agreement will be set forth in a formal employment contract with the University. The Parties enter into this MOU with the intention of entering into a formal binding employment contract with the University within 7 business days of the execution of this MOU. If you are in agreement with the foregoing, kindly sign and return to me a copy of this Memorandum of Understanding, Agreed to: By: Wo) IK thletics Date By; “fx / Suighn Cafafbo, Séhior Vice Provost Dake Coppointng Authority Agreed to and Accepte By: ‘JonathafySmith Memorandum of Understanding Regarding Employment ~ Smith upaltt Date Page 4 of 4