EMPLOYMENT AGREEMENT AND NOTICE OF APPOINTMENT
EMPLOYMENT AGREEMENT AND NOTICE OF APPOINTMENT THIS AGREEMENT made and entered into by and between the Oregon State Board of Higher Education (hereafter referred to as the "Board") on behalf of the University of Oregon (hereafter referred to as "University") and Dr. Michael Gottfredson (hereafter referred to as "Dr. Gottfredson") will be effective on August r,2or2 and when fuþ executed by all of the parties. The term "parties" hereafter refers to "Board" and "Dr. Gottfredson". r.o Appointment of President: Term of Agreement The term of Dr. Gottfredson's employment as president of the University will commence August 7,2or2 and continue through June 3o, zor5, unless earlier terminated or extended as provided in this Agreement ("Term"). If Dr. Gottfredson receives a satisfactory performance evaluation as set forth in Section 7.o of this Agreement, the chancellor will recommend a one-year extension to the Term of this Agreement through June 3o of the year subsequent to the final year of the
Term for the Board's action at its next regular or special meeting. z.o Academic Rank
While appointment as president is independent of academic rank, the Board acknowledges Dr. Gottfredson maybe awarded indefinite tenure at University, pursuant to Board and University rules, policies, and procedures. Upon the termination of employment as president for any reason other than his death or disabiliqy, if awarded indefinite tenure, Dr. Gottfredson may elect to return to the University's faculty. Upon Dr. Gottfredson's return to the University's faculty, his salary will be equivalent to the greater of the current base salary as president or that of the then-highest paid member of the University's instructional faculty. Dr. Gottfredson will be subject to the current Board and University administrative rules and policies governing faculty employment, including award of indefinite tenure and other conditions of employment, including, but not limited to those conditions of employment which are customariþ set forth in a letter of appointment s.o Duties and Responsibilities As president, Dr. Gottfredson is the executive and governing officer of the University and president of the faculty pursuant to Oregon Revised Statutes 352.oo4. Dr. Gottfredson is supervised by and is responsible to the chancellor for all matters concerning the University and is an advisor to the chancellor in matters of inter-institutional policy and administration. Duties include, but are not limited to:
(a) Institutional, faculty, and educational leadership;
(b) Long-range planning, budget formulation, management of institution buildings, grounds and equipment controlled by University; administration of the affairs of the University as best serves the institution consistent with Board rules, policies, and directives; Page |
1
(c) Student recruitment and services; faculty recruitment; (d) Appointing, supervising, promoting, and dismissing employees; (e) Preparing rules, policies, regulations, and procedures useful to the University's
weìfare; (Ð Fundraising, development, and public and alumni relations; and (g) Addressing and documenting compliance with Board- and chancellor-identified outcomes for each year.
¿.o Devote Best Efforts to the Work as President
4.r
Dr. Gottfredson agrees to faithfuþ, industriously, and with maximum application of experience, abiìity and talent devote his full business-time, attention and energies to the duties as president of the University.
4.2
Such duties will be rendered at the University's campus in Eugene, Oregon and at such other place or places as the Board, chancellor, or Dr. Gottfredson deem appropriate for the interest, needs, business or opportunity of the University.
4.5
The expenditure of reasonable amounts of time for personal or outside business, as well as charitable and professional development activities, will not be deemed a breach of this Agreement, provided such activities do not interfere with the services required to be rendered to the Board under this Agreement. Dr. Gottfredson may serve on boards or for-profit or nonprofit corporations, to the extent permitted by law, rule, and policy, and after obtaining the chancellor's written approval. The Board will not consider any income in connection with any outside activities in setting compensation under this Agreement.
4.4
Other than activities or services permitted by Board rules or policies, and under Section 4.3 of this Agreement, Dr. Gotdredson will not render services of any professional nature to or for any person, firm, or entity for remuneration other than to the Board, Oregon University System, or University and will absolutely not engage in any activity that would cause a conflict of interest with his duties to the Board and the University. The making of passive or personal investments and the conduct of private business affairs is not prohibited by this section.
s.o Salary and Benefits
S.1
For the periodAugust 1, 2012 through June 30, zot3, Dr. Gottfredson's monthly salary is $96,667.oo based on an annual salary of $44o,oo4 at r.o FTE.
5.2
For the period August t,2oL2 through June 30, 2013, Dr. Gottfredson will also receive #gt,666.62-based on the amount of $roo,ooo for the entire fiscal year-in deferred Page | 2
compensation to be credited to Dr. Gottfredson's account in the Board's OUS Supplemental Retirement Plan or, if necessary, to his account in a tax-qualified excess benefit plan that would' be excess to the OUS Supplemental Retirement Plan, to vest on June 30, zor3 if Dr. Gotbfredson is president at aÌl times through June 3o, zor3.
In lieu of a Board- or University-provided vehicle, Dr. Gottfredson will receive a monthly vehicle stipend of $r,zoo funded by the University's recognized foundation. By accepting the monthly vehicle stipend, Dr. Goüfredson agrees that he is not entitled to any vehicle-related expense reimbursement when on Board or University business or to a Board- or Universityovvned vehicle for the discharge of his duties as president. Subject to Board, OUS, and University rules, policies, and procedures, this section does not applywhen Dr. Gottfredson requires the use of a rental vehicle for out-of-state or air travel.
S.3
5.4
Dr. Gottfredson will receive the same benefits as those provide to other University employees, subject to applicable changes, currently including, but not limited to, medical, dental, disability, and life and retirement benefits, accrual of vacation and sick leave, and staff fee privileges.
S.S
If Dr. Gottfredson is granted indefìnite tenure by the University, he wiII accrue 2.o months of sabbatical leave for each contract year of service he has completed as president. For partial contract years of service, Dr. Gottfredson will accrue sabbatical leave on a pro rata basis. All sabbatical leave will be forfeited in the event that Dr. Gottfredson's appointment is terminated for just cause. The sabbatical leave will start no later than thirty (go) days after the conclusion of Dr. Gottfredson's seryice as president, payable at his base salary for the last month of service as president. This sabbatical leave is separately negotiated, in recognition of the Dr. Gottfredson's inability to take a sabbatical leave during service as president, and is not subject to any of the Board's or University's administrative rules or policies governing sabbatical leaves. A sabbatical plan is not required, nor is the approval of any University offÌcial.
6.o Official Residence
6.t
As a term and condition of employment for Dr. Gottfredson and for the benefit and convenience of the Board and University, the Board will provide Dr. Gottfredson an official residence in which he is required to reside during the service as president. The residence will be used by Dr. Gottfredson to conduct University meetings and events on a regular and continuing basis. The residence will be located in Eugene, Oregon at either zz37 Spring Boulevard or z3r5 McMorran Street, subject to further negotiations and agreement between the chancellor and Dr.
Gottfredson.
6.2
Subject to the exceptions noted belon', the Universitywill maintain the official residence in good repair and pay for utilities, telephone service, cable and Internet access. The University will not be obligated to pay for any damage or expense caused by the willful misconduct or negligence of Dr. Gottfredson, his family or personal guests (normal wear and tear excepted) for which the Dr. Gottfredson is responsible. For purposes of this section, 'personal guests'means only those persons, outside of those invited to the residence as Dr. Gottfredson discharges his Page |
3
duty to host official and other institutional functions, that Dr. Gottfredson invites in an exclusively personal capacity. University will maintain the grounds of the official residence. University wiil keep the official residence insured for fire and extended coverage and will pay for liability insurance on the property.
6.3
With the exception of furnishing already in the official residence, the residence wilì be furnished with furniture and furnishings at the cost of Dr. Gotfredson. The cost of any insurance on the Dr. Gottfredson's personal furnishings and contents in the official residence will be borne by Dr. Gottfredson.
6.4
Dr. Gottfredson's family will be permitted to occupy the residence under the same terms and conditions for up to ninety (9o) days following (i) Dr. Gottfredson's death or (ii) Dr. Gottfredson's permanent disability under the terms of this Agreement. Dr. Gottfredson and his famiþ will vacate the residence by no later than thirty (go) days following the termination of his emplo¡'rnent as president for any reason other than death or permanent disability. z.o Evaluation
Dr. Gottfredson will be evaluated annuallyby the chancellor for performance. Dr. Gottfredson, in addition to any other categories developed specifically for the president or the University, will be evaluated on the seven standard performance categories of (r) leadership, (z) financial management, (3) enrollment, (4) degrees awarded, (S) degrees in workforce shortage areas, (6) research, scholarship, and knowledge creation, and (7) representing the university and system/advocacy/collaboration. No later than June r of each year Dr. Gottfredson is serving as president, he will submit a written self-assessment of the seven standard performance categories to the chancellor to assist him in completing his written performance evaluation. The selfassessment will be submitted to the Board and Dr. Gottfredson will meet in executive session with the Board to discuss the self-assessment and the state of the University, which, also, will assist the chancellor in completing his written performance evaluation. After the submission of the self- assessment and Board meeting, the chancellor will complete his written performance evaluation and meet with Dr. Gottfredson to discuss it. The written performance evaluation will be shared with the Board after the chancellor and Dr. Gottfredson discuss the chancellor's written performance evaluation. If the chancellor's nritten performance evaluation of Dr. Gottfredson is satisfactory, the chancellor will: (a) provide Dr. Gottfredson vwitten confirmation of the satisfactory performance evaluation, and (b) recommend a one-year extension of the Term to the Board for action at its next regular or special meeting. 8.o Moving. Travel. and Storage Expenses The University wilt pay or reimburse Dr. Gottfredson for his reasonable moving, travel, and storage expenses from his current personal residence to the Dr. Gottfredson's official residence in Eugene, Oregon as outlined by Board and University rules, poìicies and procedures governing moving, travel, and storage expenses. o.o Travel Expenses Page | 4
Except as stated at Section S.3 of this Agreement, University will reimburse Dr. Gottfredson and Dr. Gottfredson's spouse for reasonable travel expenses, hotel bills, and other necessary and proper expenses, consistent with the Board and University's rules and policies governing travel reimbursements, when Dr. Gottfredson is travelling on Board or University business, except that payment will be made on behalf of the spouse only when the presence of the spouse is of benefit to the interests of the University.
ro.o Expense Receipts and Documentation Dr. Gbttfredson agrees to maintain and furnish an accounting of expenses provided for in this Agreement in accord with Board and University rules and policies and in reasonable detail. The Oregon University System's Internal Audit Division will initiate a change-of-director audit before Dr. Gottfredson assumes the appointment as president. At Dr. Gottfredson's request, the OUS Internal Audit Division may include a review of the president's expenses in its annual audit plan. Notwithstanding the foregoing, nothing in this clause is intended to diminish the authority of the OUS Internal Audit Division to conduct other audits, routine or otherwise, at the request of the chancellor or the Board.
rr.o Termination The Board reserves the right to terminate Dr. Gottfredson's employment for just cause. Just cause termination eliminates any obligation of the Board to pay Dr. Gottfredson beyond the effective date of termination of emplo¡rment as president. Any termination of this Agreement for just cause will not automatically eliminate Dr. Gottfredson's eligibility for continuation of an academic, tenure-related appointment or appointment to a fixed-term professional appointment. Just cause means conduct by Dr. Gottfredson including, but not limited to the
11.1
following: (i) A deliberate or serious violation of the material duties set forth in this Agreement or Dr. Gottfredson's failure to perform such material duties in good faith;
(ii) Aviolation by Dr. Gottfredson of any of the other material terms or conditions of this Agreement which causes substantial harm to the Board or University and is not remedied after thirty (3o) calendar days'written notice thereof to Dr. Gottfredson; (iiÐ A plea of guilLy or nolo contendere by Dr. Gottfredson to moral turpitude;
a
felony or any crime of
(rÐ A prolonged or serious violation of any law, rule, regulation, Constitutional provision, Board bylaw or directive, or local, state, or federaÌ law which causes substantial harm to the Board or University and is not remedied after thirty (go) calendar days' written notice thereof to Dr. Gottfredson, if curable; or
Page | 5
(v) Prolonged absence from duty for a period of thirty (3o) calendar days or longer without Board or University consent and which absence is not due to illness or disability.
r7.2
The Board reserves the right to terminate Dr. Gottfredson's employrnent and this Agreement prior to its expiration, without cause, upon thirty (3o) calendar days' of prior vsritten notice to Dr. Gottfredson. In the event the Board terminates this Agreement and Dr. Gottfredson's emplo¡rment as president without cause, the University wiìl pay Dr. Gottfredson the current, annual base salary for one year from the effective date of the termination. This obligation will be paid on a monthlybasis. If in the interest of the Board or University, Dr. Gottfredson maybe reassigned to other duties until the effective date of the termination of this Agreement without cause. Dr. Gottfredson will also be entitled to continue the health insurance plan at Dr. Gottfredson's expense under current rules and regulations governing COBRA coverage fiom the effective date of termination, but wilt not be entitled to any other benefits except as otherwise provided or required by appiicable law. Under no circumstance will the Board be liable for the loss of any collateral business opportunities or any other benefits, perquisites or income from any sources that may ensue as a result of the Board's termination of this Agreement without cause. The parties have bargained for and agreed to the foregoing provision, giving consideration to the fact that termination of this Agreement by the Board without cause prior to its expiration may cause loss to Dr. Gottfredson which is extremely difficult to determine with certainty. The parties further agree that pa¡rments made based on the foregoing by the Board and acceptance thereof by Dr. Gottfredson will constitute adequate and reasonable compensation to Dr. Gottfredson for any loss and injury suffered and are not intended to be a penalty. Any amounts payable to Dr. Gottfredson under this section will be reduced by the amount of Dr. Gottfredson's earnings from other employment during the period which payments under this section are paid, if applicable.
11.3
This Agreement and Dr. Gottfredson's appointment as president may be terminated by Dr. Gottfredson's resignation, upon Dr. Gottfredson providing the Chanceilor with thirty (So) calendar days' advance written notice of such resignation. Upon the effective date of Dr. Gottfredson's resignation, Dr. Gottfredson will not be entitled to any further compensation or benefits as president, except as set forth in the University's various benefit plans with respect to vesting and rights after termination of emplo¡.'ment.
rr.4 In the event of Dr. Gottfredson's death during the term of this Agreement, his employment and this Agreement will immediately terminate on the date of his death. Dr. Gottfredson's estate will receive all benefits to which it is entitled pursuant to the University's various insurance plans. 11.S If Dr. Gottfredson
becomes permanentþ disabled during his employment as president,
this Agreement and his emplo¡rment will terminate effective on the date of his permanent disabitity and Dr. Gottfredson will receive all benefits to which he is entitled pursuant to the University's various insurance plans. For purposes of this Agreement, "permanent disability" will mean that in the opinion of a qualified medical professional jointly selected by the University and Dr. Gottfredson (or in the event of Dr. Gottfredson's incapacity, the person designated in his power of attorney or other duly authorized representative) that Dr. Page | 6
Gottfredson is unable to perform the essential functions of the job for a period of six (6) continuous months, with reasonable accommodation (as such term is defÌned in +z U.S.C. rzrrr(9), as amended, and in the common law interpreting the same).
$
rz. o Non-Appropriation
If sufficient funds are not provided in future legislatively approved budgets to permit the Board, in the exercise of its reasonable administrative discretion to continue this Agreement, the Board may terminate this Agreement without further liabitity by giving Dr. Gottfredson not less than ninety (9o) calendar days' written notice. Termination due to non-appropriation will not result in either partybeing entitled to liquidated damages. In determining the availability of funds for this Agreement, the Board may use the budget adopted for it by the Joint Ways & Means Committee of the Oregon LegislativeAssembly.
rl.o
Severabilitv
any provision of this Agreement is determined to be void, invalid, unenforceable or illegal for any reason, it will be ineffective only to the extent of such prohibition and the validity and enforceability of all the remaining provisions will notbe affected thereby.
If
14.o Modification
This Agreement may not be modified or extended except by written instrument signed by Dr. Gottfredson and authorized by the Board.
rs.o EntireAgreement This Agreement contains the entire understanding of the pariies, and there are no representations, warranties, covenants, or undertakings other than those expressþ set forth herein. 16.o PriorAgreements
This Agreement cancels and supersedes any and all prior agreements entered into between the parties.
r'.o Indemnification To the extent permitted byArticle XI, Section 7 of the Oregon Constitution, and the provisions of the Oregon Tort Claims Act, the Board will indemnifu Dr. Gottfredson and hold him harmless
against legal fees, expenses, judgments and other financial amounts incurred while serving in his capacity as president of the University. Dr. Gottfredson will continue to be indemnified subsequent to the termination of his employment as president with respect to acts or omissions occurring while he served as president.
Page | 7
lS,o lllabis¡ a rvaiver or No cir:lay or failuri: to elrforce any provisions of hås "Àgçreeme*t wìll constitules limitation of righls cnlbrceairle uncler thi* Agrenmettt' g1
'llris Agrcenirni will be interprcleunLy tbr t¡e $tale of Oregon; prr:r4úce1, hÖwet'er' if a lawsuit or cl¿linr t'¡rust t-Lre withi:: ìn a federal fnrurr,, tiren it wifl be brought and co*cllcted solcly and exelusively ünitecl states Distlict Court fi.¡r Lbe Ðistrict of Oregon"
it Cturt
Term for the Board's action at its next regular or special meeting. z.o Academic Rank
While appointment as president is independent of academic rank, the Board acknowledges Dr. Gottfredson maybe awarded indefinite tenure at University, pursuant to Board and University rules, policies, and procedures. Upon the termination of employment as president for any reason other than his death or disabiliqy, if awarded indefinite tenure, Dr. Gottfredson may elect to return to the University's faculty. Upon Dr. Gottfredson's return to the University's faculty, his salary will be equivalent to the greater of the current base salary as president or that of the then-highest paid member of the University's instructional faculty. Dr. Gottfredson will be subject to the current Board and University administrative rules and policies governing faculty employment, including award of indefinite tenure and other conditions of employment, including, but not limited to those conditions of employment which are customariþ set forth in a letter of appointment s.o Duties and Responsibilities As president, Dr. Gottfredson is the executive and governing officer of the University and president of the faculty pursuant to Oregon Revised Statutes 352.oo4. Dr. Gottfredson is supervised by and is responsible to the chancellor for all matters concerning the University and is an advisor to the chancellor in matters of inter-institutional policy and administration. Duties include, but are not limited to:
(a) Institutional, faculty, and educational leadership;
(b) Long-range planning, budget formulation, management of institution buildings, grounds and equipment controlled by University; administration of the affairs of the University as best serves the institution consistent with Board rules, policies, and directives; Page |
1
(c) Student recruitment and services; faculty recruitment; (d) Appointing, supervising, promoting, and dismissing employees; (e) Preparing rules, policies, regulations, and procedures useful to the University's
weìfare; (Ð Fundraising, development, and public and alumni relations; and (g) Addressing and documenting compliance with Board- and chancellor-identified outcomes for each year.
¿.o Devote Best Efforts to the Work as President
4.r
Dr. Gottfredson agrees to faithfuþ, industriously, and with maximum application of experience, abiìity and talent devote his full business-time, attention and energies to the duties as president of the University.
4.2
Such duties will be rendered at the University's campus in Eugene, Oregon and at such other place or places as the Board, chancellor, or Dr. Gottfredson deem appropriate for the interest, needs, business or opportunity of the University.
4.5
The expenditure of reasonable amounts of time for personal or outside business, as well as charitable and professional development activities, will not be deemed a breach of this Agreement, provided such activities do not interfere with the services required to be rendered to the Board under this Agreement. Dr. Gottfredson may serve on boards or for-profit or nonprofit corporations, to the extent permitted by law, rule, and policy, and after obtaining the chancellor's written approval. The Board will not consider any income in connection with any outside activities in setting compensation under this Agreement.
4.4
Other than activities or services permitted by Board rules or policies, and under Section 4.3 of this Agreement, Dr. Gotdredson will not render services of any professional nature to or for any person, firm, or entity for remuneration other than to the Board, Oregon University System, or University and will absolutely not engage in any activity that would cause a conflict of interest with his duties to the Board and the University. The making of passive or personal investments and the conduct of private business affairs is not prohibited by this section.
s.o Salary and Benefits
S.1
For the periodAugust 1, 2012 through June 30, zot3, Dr. Gottfredson's monthly salary is $96,667.oo based on an annual salary of $44o,oo4 at r.o FTE.
5.2
For the period August t,2oL2 through June 30, 2013, Dr. Gottfredson will also receive #gt,666.62-based on the amount of $roo,ooo for the entire fiscal year-in deferred Page | 2
compensation to be credited to Dr. Gottfredson's account in the Board's OUS Supplemental Retirement Plan or, if necessary, to his account in a tax-qualified excess benefit plan that would' be excess to the OUS Supplemental Retirement Plan, to vest on June 30, zor3 if Dr. Gotbfredson is president at aÌl times through June 3o, zor3.
In lieu of a Board- or University-provided vehicle, Dr. Gottfredson will receive a monthly vehicle stipend of $r,zoo funded by the University's recognized foundation. By accepting the monthly vehicle stipend, Dr. Goüfredson agrees that he is not entitled to any vehicle-related expense reimbursement when on Board or University business or to a Board- or Universityovvned vehicle for the discharge of his duties as president. Subject to Board, OUS, and University rules, policies, and procedures, this section does not applywhen Dr. Gottfredson requires the use of a rental vehicle for out-of-state or air travel.
S.3
5.4
Dr. Gottfredson will receive the same benefits as those provide to other University employees, subject to applicable changes, currently including, but not limited to, medical, dental, disability, and life and retirement benefits, accrual of vacation and sick leave, and staff fee privileges.
S.S
If Dr. Gottfredson is granted indefìnite tenure by the University, he wiII accrue 2.o months of sabbatical leave for each contract year of service he has completed as president. For partial contract years of service, Dr. Gottfredson will accrue sabbatical leave on a pro rata basis. All sabbatical leave will be forfeited in the event that Dr. Gottfredson's appointment is terminated for just cause. The sabbatical leave will start no later than thirty (go) days after the conclusion of Dr. Gottfredson's seryice as president, payable at his base salary for the last month of service as president. This sabbatical leave is separately negotiated, in recognition of the Dr. Gottfredson's inability to take a sabbatical leave during service as president, and is not subject to any of the Board's or University's administrative rules or policies governing sabbatical leaves. A sabbatical plan is not required, nor is the approval of any University offÌcial.
6.o Official Residence
6.t
As a term and condition of employment for Dr. Gottfredson and for the benefit and convenience of the Board and University, the Board will provide Dr. Gottfredson an official residence in which he is required to reside during the service as president. The residence will be used by Dr. Gottfredson to conduct University meetings and events on a regular and continuing basis. The residence will be located in Eugene, Oregon at either zz37 Spring Boulevard or z3r5 McMorran Street, subject to further negotiations and agreement between the chancellor and Dr.
Gottfredson.
6.2
Subject to the exceptions noted belon', the Universitywill maintain the official residence in good repair and pay for utilities, telephone service, cable and Internet access. The University will not be obligated to pay for any damage or expense caused by the willful misconduct or negligence of Dr. Gottfredson, his family or personal guests (normal wear and tear excepted) for which the Dr. Gottfredson is responsible. For purposes of this section, 'personal guests'means only those persons, outside of those invited to the residence as Dr. Gottfredson discharges his Page |
3
duty to host official and other institutional functions, that Dr. Gottfredson invites in an exclusively personal capacity. University will maintain the grounds of the official residence. University wiil keep the official residence insured for fire and extended coverage and will pay for liability insurance on the property.
6.3
With the exception of furnishing already in the official residence, the residence wilì be furnished with furniture and furnishings at the cost of Dr. Gotfredson. The cost of any insurance on the Dr. Gottfredson's personal furnishings and contents in the official residence will be borne by Dr. Gottfredson.
6.4
Dr. Gottfredson's family will be permitted to occupy the residence under the same terms and conditions for up to ninety (9o) days following (i) Dr. Gottfredson's death or (ii) Dr. Gottfredson's permanent disability under the terms of this Agreement. Dr. Gottfredson and his famiþ will vacate the residence by no later than thirty (go) days following the termination of his emplo¡'rnent as president for any reason other than death or permanent disability. z.o Evaluation
Dr. Gottfredson will be evaluated annuallyby the chancellor for performance. Dr. Gottfredson, in addition to any other categories developed specifically for the president or the University, will be evaluated on the seven standard performance categories of (r) leadership, (z) financial management, (3) enrollment, (4) degrees awarded, (S) degrees in workforce shortage areas, (6) research, scholarship, and knowledge creation, and (7) representing the university and system/advocacy/collaboration. No later than June r of each year Dr. Gottfredson is serving as president, he will submit a written self-assessment of the seven standard performance categories to the chancellor to assist him in completing his written performance evaluation. The selfassessment will be submitted to the Board and Dr. Gottfredson will meet in executive session with the Board to discuss the self-assessment and the state of the University, which, also, will assist the chancellor in completing his written performance evaluation. After the submission of the self- assessment and Board meeting, the chancellor will complete his written performance evaluation and meet with Dr. Gottfredson to discuss it. The written performance evaluation will be shared with the Board after the chancellor and Dr. Gottfredson discuss the chancellor's written performance evaluation. If the chancellor's nritten performance evaluation of Dr. Gottfredson is satisfactory, the chancellor will: (a) provide Dr. Gottfredson vwitten confirmation of the satisfactory performance evaluation, and (b) recommend a one-year extension of the Term to the Board for action at its next regular or special meeting. 8.o Moving. Travel. and Storage Expenses The University wilt pay or reimburse Dr. Gottfredson for his reasonable moving, travel, and storage expenses from his current personal residence to the Dr. Gottfredson's official residence in Eugene, Oregon as outlined by Board and University rules, poìicies and procedures governing moving, travel, and storage expenses. o.o Travel Expenses Page | 4
Except as stated at Section S.3 of this Agreement, University will reimburse Dr. Gottfredson and Dr. Gottfredson's spouse for reasonable travel expenses, hotel bills, and other necessary and proper expenses, consistent with the Board and University's rules and policies governing travel reimbursements, when Dr. Gottfredson is travelling on Board or University business, except that payment will be made on behalf of the spouse only when the presence of the spouse is of benefit to the interests of the University.
ro.o Expense Receipts and Documentation Dr. Gbttfredson agrees to maintain and furnish an accounting of expenses provided for in this Agreement in accord with Board and University rules and policies and in reasonable detail. The Oregon University System's Internal Audit Division will initiate a change-of-director audit before Dr. Gottfredson assumes the appointment as president. At Dr. Gottfredson's request, the OUS Internal Audit Division may include a review of the president's expenses in its annual audit plan. Notwithstanding the foregoing, nothing in this clause is intended to diminish the authority of the OUS Internal Audit Division to conduct other audits, routine or otherwise, at the request of the chancellor or the Board.
rr.o Termination The Board reserves the right to terminate Dr. Gottfredson's employment for just cause. Just cause termination eliminates any obligation of the Board to pay Dr. Gottfredson beyond the effective date of termination of emplo¡rment as president. Any termination of this Agreement for just cause will not automatically eliminate Dr. Gottfredson's eligibility for continuation of an academic, tenure-related appointment or appointment to a fixed-term professional appointment. Just cause means conduct by Dr. Gottfredson including, but not limited to the
11.1
following: (i) A deliberate or serious violation of the material duties set forth in this Agreement or Dr. Gottfredson's failure to perform such material duties in good faith;
(ii) Aviolation by Dr. Gottfredson of any of the other material terms or conditions of this Agreement which causes substantial harm to the Board or University and is not remedied after thirty (3o) calendar days'written notice thereof to Dr. Gottfredson; (iiÐ A plea of guilLy or nolo contendere by Dr. Gottfredson to moral turpitude;
a
felony or any crime of
(rÐ A prolonged or serious violation of any law, rule, regulation, Constitutional provision, Board bylaw or directive, or local, state, or federaÌ law which causes substantial harm to the Board or University and is not remedied after thirty (go) calendar days' written notice thereof to Dr. Gottfredson, if curable; or
Page | 5
(v) Prolonged absence from duty for a period of thirty (3o) calendar days or longer without Board or University consent and which absence is not due to illness or disability.
r7.2
The Board reserves the right to terminate Dr. Gottfredson's employrnent and this Agreement prior to its expiration, without cause, upon thirty (3o) calendar days' of prior vsritten notice to Dr. Gottfredson. In the event the Board terminates this Agreement and Dr. Gottfredson's emplo¡rment as president without cause, the University wiìl pay Dr. Gottfredson the current, annual base salary for one year from the effective date of the termination. This obligation will be paid on a monthlybasis. If in the interest of the Board or University, Dr. Gottfredson maybe reassigned to other duties until the effective date of the termination of this Agreement without cause. Dr. Gottfredson will also be entitled to continue the health insurance plan at Dr. Gottfredson's expense under current rules and regulations governing COBRA coverage fiom the effective date of termination, but wilt not be entitled to any other benefits except as otherwise provided or required by appiicable law. Under no circumstance will the Board be liable for the loss of any collateral business opportunities or any other benefits, perquisites or income from any sources that may ensue as a result of the Board's termination of this Agreement without cause. The parties have bargained for and agreed to the foregoing provision, giving consideration to the fact that termination of this Agreement by the Board without cause prior to its expiration may cause loss to Dr. Gottfredson which is extremely difficult to determine with certainty. The parties further agree that pa¡rments made based on the foregoing by the Board and acceptance thereof by Dr. Gottfredson will constitute adequate and reasonable compensation to Dr. Gottfredson for any loss and injury suffered and are not intended to be a penalty. Any amounts payable to Dr. Gottfredson under this section will be reduced by the amount of Dr. Gottfredson's earnings from other employment during the period which payments under this section are paid, if applicable.
11.3
This Agreement and Dr. Gottfredson's appointment as president may be terminated by Dr. Gottfredson's resignation, upon Dr. Gottfredson providing the Chanceilor with thirty (So) calendar days' advance written notice of such resignation. Upon the effective date of Dr. Gottfredson's resignation, Dr. Gottfredson will not be entitled to any further compensation or benefits as president, except as set forth in the University's various benefit plans with respect to vesting and rights after termination of emplo¡.'ment.
rr.4 In the event of Dr. Gottfredson's death during the term of this Agreement, his employment and this Agreement will immediately terminate on the date of his death. Dr. Gottfredson's estate will receive all benefits to which it is entitled pursuant to the University's various insurance plans. 11.S If Dr. Gottfredson
becomes permanentþ disabled during his employment as president,
this Agreement and his emplo¡rment will terminate effective on the date of his permanent disabitity and Dr. Gottfredson will receive all benefits to which he is entitled pursuant to the University's various insurance plans. For purposes of this Agreement, "permanent disability" will mean that in the opinion of a qualified medical professional jointly selected by the University and Dr. Gottfredson (or in the event of Dr. Gottfredson's incapacity, the person designated in his power of attorney or other duly authorized representative) that Dr. Page | 6
Gottfredson is unable to perform the essential functions of the job for a period of six (6) continuous months, with reasonable accommodation (as such term is defÌned in +z U.S.C. rzrrr(9), as amended, and in the common law interpreting the same).
$
rz. o Non-Appropriation
If sufficient funds are not provided in future legislatively approved budgets to permit the Board, in the exercise of its reasonable administrative discretion to continue this Agreement, the Board may terminate this Agreement without further liabitity by giving Dr. Gottfredson not less than ninety (9o) calendar days' written notice. Termination due to non-appropriation will not result in either partybeing entitled to liquidated damages. In determining the availability of funds for this Agreement, the Board may use the budget adopted for it by the Joint Ways & Means Committee of the Oregon LegislativeAssembly.
rl.o
Severabilitv
any provision of this Agreement is determined to be void, invalid, unenforceable or illegal for any reason, it will be ineffective only to the extent of such prohibition and the validity and enforceability of all the remaining provisions will notbe affected thereby.
If
14.o Modification
This Agreement may not be modified or extended except by written instrument signed by Dr. Gottfredson and authorized by the Board.
rs.o EntireAgreement This Agreement contains the entire understanding of the pariies, and there are no representations, warranties, covenants, or undertakings other than those expressþ set forth herein. 16.o PriorAgreements
This Agreement cancels and supersedes any and all prior agreements entered into between the parties.
r'.o Indemnification To the extent permitted byArticle XI, Section 7 of the Oregon Constitution, and the provisions of the Oregon Tort Claims Act, the Board will indemnifu Dr. Gottfredson and hold him harmless
against legal fees, expenses, judgments and other financial amounts incurred while serving in his capacity as president of the University. Dr. Gottfredson will continue to be indemnified subsequent to the termination of his employment as president with respect to acts or omissions occurring while he served as president.
Page | 7
lS,o lllabis¡ a rvaiver or No cir:lay or failuri: to elrforce any provisions of hås "Àgçreeme*t wìll constitules limitation of righls cnlbrceairle uncler thi* Agrenmettt' g1
'llris Agrcenirni will be interprcleunLy tbr t¡e $tale of Oregon; prr:r4úce1, hÖwet'er' if a lawsuit or cl¿linr t'¡rust t-Lre withi:: ìn a federal fnrurr,, tiren it wifl be brought and co*cllcted solcly and exelusively ünitecl states Distlict Court fi.¡r Lbe Ðistrict of Oregon"
it Cturt
