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EXHIBIT C

Case 2:12-cv-01283-HGB-DEK Document 23-5 Filed 07/05/12 Page 2 of 9

CONFIDENTIAL

NOT FOR PUBLIC DISTRIBUTION

March 21, 2012

MEMORANDUM

OF DECISION

IN THE MATTER OF BOUNTY VIOLATIONS BY NEW ORLEANS SAINTS On March 2, 2012, my office released the findings of a lengthy investigation contract bonuses to defensive into the payment of non-

players of the New Orleans Saints. As summarized revealed that Saints defensive (or non-contract

in the Confidential

Report issued by NFL Security, our investigation certain defensive coaches operated

players and at least bonus) program during

a "pay for performance"

the 2009, 2010, and 2011 NFL seasons.

League rules have long prohibited are referred fumble

payment of non-contract

bonuses. This is true whether

such bonuses

to as "pay-for-performance"

- a cash reward for a "big play," such as an interception, - a payment for actions directed at an opposing

recovery, or goal-line stop - or a "bounty"

player. There is a thin line between

the two, and our investigation program

disclosed that the Saints players and

coaches crossed that line. Their pay for performance players were rewarded with cash for "knock-outs"

became a bounty system under which

and "cartoffs" bounties even targeted

_ plays on which an opposing specific players by name.

player was forced to leave the game. At times,the

In my March 2 memorandum proceedings

to owners and club presidents,

I advised that I intended

tohold further weeks,

before imposing discipline on those involved with this program. further investigation, and I have met, sometimes

In the intervening

our office has conducted

on multiple

occasions, with of the NFL

many of the key individuals Players Association,

involved.

I have also discussed this matter with the leadership players.

as well as with individual

The ,additional

investigation

confirmed

in all respects the findings set forth in the Security Department's the principal findings as they relate to the club and the and remedial steps that I am directing today.

report. This memorandum non-player employees.

will first summarize

It will then address the disciplinary

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The investigation has conclusively established the following: 1. The Saints defensive team operated a pay-for-performance/bounty program during the 2009-11

seasons. Under that program, players regularly made cash "donations" to a pool, sometimes in the form of "fines" for mental errors, loafing, penalties, and the like. At least one assistant coach (defensive coordinator Gregg Williams) occasionally contributed to the pool. 2. Payments were made from the pool for plays such as interceptions or fumble recoveries. Payments were also made for plays resulting in opposing players having to leave the game due to injury. In addition, specific players were sometimes targeted. Our investigation confirmed that bounties were placed on four quarterbacks of opposing teams - Brett Favre, Cam Newton, Aaron Rodgers, and Kurt Warner. Multiple sources have confirmed that several players pledged funds toward bounties on specific opposing players. For example, defensive captain Jonathan Vilma offered $10,000 to any player who knocked Brett Favre out of the NFCChampionship game in 2010.
3.

Coach Williams acknowledged that he designed and implemented the pay for performance/bounty program with the assistance of certain defensive players. Coach Williams did so after being told by Saints Head Coach Sean Payton that his assignment was to make the Saints' defense "nasty." Coach Williams described his role as overseeing recordkeeping, defining payout amounts, deciding who received payouts, and distributing envelopes containing cash to players who "earned" rewards. 4. In each of the 2009-2011 seasons,New Orleans was among the top five teams in the league in roughing the passer penalties. In 2009 and 2011, the Saints were also among the top five teams in unnecessary roughness penalties; in 2010, the Saints ranked sixth in this category. In the January 16,2010 divisional playoff game against the Arizona Cardinals, Saints defensive players were assessed$15,000 in fines for fouls committed against opposing players. The following week, in the NFCChampionship game against the Minnesota Vikings, Saints defensive players were assessed$30,000in fines forfour separate illegal hits, several of which were directed against quarterback Brett Favre. 5. Coach Williams now acknowledges that when he was first questioned about this matter in early 2010, he intentionally misled NFLinvestigators. In addition, he has acknowledged that he made no effort to stop the bounty program after he became aware of the league's investigation. 6. Coach Williams furtherconfirmed that the program continued during the 2010 and 2011 seasons, and that he occasionally contributed funds to the pool in both of those seasons. 7.

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Assistant admitted

Head Coach Joe Vitt acknowledged that, when interviewed

that he was aware of theprogram the truth"

in 2009-2011.

He and

in early 2010, he "fabricated

to NFL investigators

denied that any payfor performance

or bounty program existed at the Saints.

8.
Coach Vitt said that one of his primary roles was to monitor the direction of Coach Payton, who apparently of the bounty program, Coach Williams the activity of Coach Williams. He did so at Despite

had less than full confidence his understanding

in Coach Williams.

Coach Vitt's knowledge and "cart-off,"

of the terms "knockout"

his witnessing

handing out envelopes that he believed to contain cash, preceding the 2010 NFC Championship game may

and hisacknowledgement

that the defensive meeting

have "got out of hand" with respect to Brett Favre, Coach Vitt claimed that he never advised Coach Payton or General Manager Mickey Loomis of the pay for performance/bounty 9. A summary prepared following program. "1 Cart-off - Crank are reflected in

a Saints' preseason game included the statement,

up the John Deer Tractor" documents opposing 10.When

in reference

to a hit on an opposing player. Similar statements

or slides prepared

in connection

with other games. A review of the game films confirms that in the documents. unaware ofthe pay-for-

players were injured on the plays identified interviewed

in 2012, Head Coach Payton claimed to be entirely program, a claim contradicted

performance/bounty

by others. Further, prior to the Saints' opening

game in 2011, Coach Payton received an email from a close associate that stated in part, "put me down for $5000 on Rodgers." When shown the email during the course of the investigation, stated that it referred to a "bounty" on Green Bay quarterback Aaron Rodgers. Coach Payton

11.ln early 2010, Mr. Loomis advised Coach Payton that the league office was investigating concerning a bounty program

allegations

at the Saints. Coach Payton said that he met with his top two defensive with league investigators and

assistants, Coach Williams and Coach Vitt, in advance of their interviews told them, "Let's make sure our ducks are in a row." Remarkably, inquired of Coach Williams and Coach Vitt as to what happened

Coach Payton claimed that he never in their interviews, never asked them if to

a "pay for performance" discontinue

or bounty program was in fact in place, and never gave any instructions

such a program.

12.ln January 2012, Coach Payton was advised by Mr. Loomis that the league office had reopened the investigation. (This likely occurred following a meeting in New Orleans on January 6, 2012, between investigation was discussed with Mr.

league staff and Saints owner Tom Benson, at which the reopened

Benson.) Coach Payton made a cursory inquiry, but took no action to ensure that any bounty program was discontinued.

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13.General Manager Mickey Loomis was not present at meetings of the Saints defense at which bounties were discussed and was not aware of bounties being placed on specific players. Mr. Loomis became aware of the allegations regarding a bounty program no later than February 2010, when he was notified of the investigation into the allegations during a meeting with NFLExecutive Vice PresidentFootball Operations Ray Anderson. He was directed to ensure that any such program ceased immediately. By his own admission, Mr. Loomis did not do enough to determine if a pay for performance/bounty program existed or to end any such program that did exist.

14.Mr. Benson notified Mr. Loomis in January 2012 that the league's investigation had been reopened. Mr. Benson reiterated his position that a bounty program was unacceptable and instructed Mr. Loomis to ensure that if a bounty program existed at the Saints, it stop immediately. By his ownadmission, Mr. Loomis responded to this direction by making only cursory inquiries of Coaches Payton and Williams. He never issued instructions to end the bounty program to either the coaching staff or the players.

lS.There is no evidence that Saints ownership had any knowledge of the pay for performance or bounty program, and no evidence that any club funds were used for the program. Ownership made clear that it disapproved of the program, gave prompt and clear direction that it stop, and gave full and immediate cooperation to league investigators.

Taken as a whole, the record establishes the existence of an active bounty program during the 2009, 2010, and 2011 seasons in clear violation of league rules and principles, a deliberate effort to conceal the program's existence from league investigators, and a clear determination to maintain the program notwithstanding express direction from club ownership that it stop as well as ongoing inquiries from my office. Set forth below is the disciplinary action that I have decided to take in respect of the Saints organization and the non-player employees whose conduct I have determined to be in violation of league rules and operating principles. I have not yet decided on what, if any, disciplinary action to take regarding players who were involved in the bounty program. Those decisions will be made in accordance with the procedures set forth in our Collective Bargaining Agreement with the NFLPA.

In determining discipline, I am guided by a number of policies and principles. The first is the longstanding rule against non-contract bonuses set forth in the Constitution and Bylaws. Because of the importance of this rule, clubs are reminded of its provisions every year prior to the start of the season.

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For example, before the2011 season, clubs received a memo citing Sections 9.1 (C)(8) and 9.3 (F) and (G) of the Constitution and Bylaws, and were expressly advised that:

"No bonus or award may directly or indirectly be offered, promised, announced,or paid to a player for his or his team's performance against a particular team or opposing player or a particular group thereof. No bonuses or awards may be offered or paid for on-field misconduct (for example, personal fouls to or injuries inflicted on opposing players.)" (Emphasis added.)

In addition, a 2007 amendment to the Constitution and Bylaws obligated coaches and supervisory employees "to communicate openly and candidly with the principal owner and/or his designated representative; to ensure that club ownership is informed on a complete and timely basis of all matters affecting theclub's operations; ... and to avoid actions that undermine or damage the club's reputationor operating success." (Section 9.3(A)(3)). It is apparent that neither the club's Head Coach nor the General Manager has complied with the terms of this resolution.

The obligation to supervise the staff is also expressly set forth in Coach Payton's employment agreement. Coach Payton's contract states that his duties expressly include "the supervision and direction of the players and coaches." In light of hiscontractual authority and responsibility, Coach Payton either knew or should have known of the pay for performance/bounty program, as his public statement of March 7 acknowledged. The findings of our investigation show he failed to discharge his contractual responsibilities.

The actionsset forth above clearly violate the Constitution and Bylaws and other league operating principles and constitute conduct detrimental to the league and professional football. The existence of a pay for performance/bounty program undermined the integrity of the game. These violations were compounded by the failure of Coach Payton to discharge his responsibility to supervise the players and coaches and his effort to maintain a posture of "plausible deniability" by (a) failing to inquire into the facts concerning the pay for performance/bounty program even though he was aware of the league's inquiries in both 2010 and 2012; (b) falsely denying that the program existed; (c) countenancing and encouraging the false denials by instructing assistants to "make sure our ducks are in a row"; and (d) ignoring instructions from the league office and club ownership to ensure that no such program existed.

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Mr. Loomis, as he acknowledged, office or the direction

did not respond in an effective

way to either the inquiries from my inquiries

of the club's ownership.

Instead, he satisfied himself with only limited of the facts. As he correctly

that neither sought nor obtained

an accurate understanding down.

recognized

when I met with him, he let his club and ownership

In addition

to the clear and continuing

violations

of league rules, operating

agreements,

and principles, the

and the decision of club staff to lie to league investigators truth"),

(or as Coach Vitt put it, to "fabricate initiatives

bounty programs are squarely contrary to one of the most important of player health and safety. Our game is undeniably

in the league-

the protection

a physical one. There are collisions football, as

on every play. Every player and coach understands they are in all contact sports. But there is no place in the NFL for deliberately

that injuries are a part of professional

seeking to injure another

player, let alone offering troubled

a reward for doing

so. And while I do not address player conduct today, I am profoundly including player leaders - assisted in the development in it. A bounty program is irreconcilable of thisprogram

by the fact that players embraced

and so enthusiastically

and participated sportsmanship,

with our commitment

to create a culture of

fairness and safety, and has no place in our game.

Finally, and consistent discipline

with prior decisions I have made, I believe that it is appropriate was not aware of the bounty program,

to impose made c1earthat it to our - are

on the club, even though ownership

disapproved investigation. responsible

of any such program and gave clear direction I believe, and have frequently

that it stop, and gave full cooperation

expressed the view, that clubs - meaning ownership particularly when, as here, those employees

for the conduct of their employees,

are at the

highest levels of the organization.

Based on this record, I have determined

to impose the following

discipline:

1. The New Orleans Saints are fined $500,000. A check in this amount is to be sent to the attention
Joe Siclare, the league CFO, no later than March 31, 2012. In addition, disclosed evidence that would permit a definitive violation involves a competitiverule, finding of competitive although our investigation effects, because the

of has not

the Saints will also forfeit

their selections in the second round of the

2012 and 2013 NFL drafts. 2.

Saints HeadCoach Sean Payton is suspended without pay for the 2012 NFL season, effective April 1,

2012.

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3.
Saints General Manager Mickey Loomis is suspended without amount satisfactory pay for the first eight regular season such that the fine and forfeited to me are made, this additional pay will amount

games of the 2012 NFL season and fined an additional together total $500,000. Unless other arrangements

will be withheld amouht

in equal installments

from Mr. Loomis's pay beginning on April 1, 2012, with the full

to be paid no later than the end of the 2012 season.

4.
Former Saints (and current St. Louis Rams) defensive coordinator indefinitely from further employment in the NFL, effective Gregg Williams is suspended

immediately.

I will review Coach Williams' and if so on

status at the conclusion what terms, to reinstate

of the 2012 NFL season, and will consider at that time whether, him.

5.
Saints assistant head coach Joe Vitt is suspended for the first six games of the 2012 season and fined an additional amount such that the fine and forfeited in equal installments pay will together total $100,000. This additional on April1, 2012, with the full

amount will be withheld

from Mr. Vitt'spay

beginning

amount to be paid no laterthan

the end of the 2012 season.

6. Each of these individuals, in respect of any further led by my officeto as well as the Saints organization, proceedings in this matter. will be expected to cooperate with my office in efforts

In addition,

each is expected to participate

develop programs that will instruct

players and coaches at all levels of the game on in it, on principles of fair play, safety, and at any level.

the need for respect for the game and those who participate sportsmanship,

and to ensure that bounties will not be part of football

I am also directing that each principal owner meet with his head coach and

(i) confirm bounties,

after due inquiry that his club does not operate any program of pay for performance, or other non-contract agreements bonuses, (ii) instruct and is impermissible, his coach that any such program violates league and (iii) ensure that if such a program exists, it is 30, of

rules and operating terminated

immediately.

Each principal owner and head coach shall file this certification the annual certifications

byMarch required

2012, using the form provided for that purpose. Going forward, each club under the Integrity contract bonuses, including programs of the Game Policy will be modified

to include specificreferences This prohibition

to non-

bounties and pay for performanceprograms.

of pay for

performance

includes not simply bounties of the kind identified

here, but any form of non-

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contract bonus payment. We are all accountable for ensuring adherence to these rules and for promoting integrity and safety in our game. I do not presently intend to impose sanctions on other clubs where Coach Williams was employed and where bounty allegations have been made. While our staff has interviewed people in connection with allegations of bounty programs at other clubs, we have not established evidence showing that the programs at other clubs involved targeting opposing players or rewarding players for injuring an opponent. The inability to determine the precise nature of the conduct at other clubs and the responsibility of the individuals involved, combined with the significant sanction imposed today on the common actor (Coach Williams), make it unnecessary presently to consider discipline on other clubs or employees. If additional information comes to my attention that discloses specific bounties offered for injuring specific opposing players, I will revisit this matterand consider whether additional discipline is warranted.

The Saints and each of the disciplined individuals may appeal this decision by advising me in writing of their wish to do so. Any notice of appeal must be received no later than April 2, 2012. If a timely appeal is noticed, Iwill schedule a hearing at which I will preside and the club or individual may present evidence or argument in support of the appeal.

At a later time, I will address the question of sanctions for players and others involved in the Saints bounty program. Any sanctions will be imposed consistent with the provisions of the Collective Bargaining Agreement. Whatever decision is ultimately made, I remain deeply troubled by what occurred here. While all club personnel play to win the game, they must not let the quest for victory so cloud their judgment that they willingly and willfully engage in conduct on the field intended to injure fellow players.

ROGER GOODELLCommissioner