ty oF Board of Tustoos SVILI Univertyof Lode April, 2038 Neeli tt. Bendapudi. Ph.D. 1505 University Drive Lawrence, Kansas 66044 Dear Dr. Bendapudi Its a pleasure to inform you thatthe Board of Trustees ofthe University of Lousvlle voted at Its meeting today to appoint you as President of the University of Louisville, effective May 25, 2018 (the "Effective Date"). Congratulations! On behalf ofthe Board of Trustees (the “BOT"), please accept this letter as an offer of employment as President, subject to the following terms ‘and conditions 1. Your appointment to the Office of President is subject to the general policies of the University including Bcard of Trustees Bylaws and polices, and the terms of the University of Louisville Redbook, allas amended from time to time. An online copy of the Redbook can be found at: http:/loulsvlle,edu/provost/redbool/. 2. You agree to perform as President ofthe University of Louisville to the best of your ability. Your responsibilities will be as set forth in Section Sec. 2.1.2 of the Redbook. Your service as President wil be your exclusive employment, except that you willbe permitted to ‘continue your current corporate board service; all other external activities for say will require the prior written approval ofthe Chair ofthe BOT. 3. Your annualized base salary willbe $650,000 per year. Annually, you will work withthe BOT to establish performance goals. Upon successful attainment ofthese goab for each year during the Term (as defined in Section 5 below}, you will be eligible for a performance bonus of up to 20% of your then-current base salary, to be awarded atthe sole discretion of the BOT; provided, however thatthe BOT guarantees payment ofthis bonus with respect to FY 2018-19 and FY 2019-20, which ae the first two full years of your employment. Such payments shall be Paid in a lump sum within 60 days of the determination of the amount of such payment. Annual salary increases will be provided per University and Board policies. At the end of your ‘rst two full years of service, the BOT will review your total compensation paciage in theUNIVERSITY OF Board of Trustee OUISVILI ‘Unive of Lavi context of your performance as President and current compensation levels for presidents of public research universities nationally 4. Your service as President will be reviewed annually, pursuant to Sec. 2.1.3 of the Redbook and the Bylaws of the BOT. In addition, at your request, the BOT and the Board Chair will look for opportunities to engage with you in regular and consistent conversation regarding. your success in achieving the University's goals and priorities. 5. The term of your appeintment az President will be for five years (the “Term”) and will begin on the Effective Date ard expire onthe five year anniversary thereof. Your service as President may be terminated by the University during the Term for “cause,” as defined in ‘Section 164.830(1)(b) of the Kentucky Revised Statutes, in which case no severance benefits will be provided. If you are terminated during the Term without “cause,” the University will, upon ‘receipt ofa written release from you, pay you a severance benefit equal to twelve months of your then current bas payable in twelve equal installments over the twelve months following receipt from you of he executed written release. 6. Subject to normal acacemic review and approval procedures, the Board of Trustees will appoint you as a tenured full Professor. 7. Following your service as President, you continue your service atthe University a5 @ faculty member, you will receive a twelve-month administrative eave at your then current base salary to prepare to assume feculty duties, provided your service as President has been for at least five years and you have agreed that, following your leave, you will return for at least one full academic year to full-time responsibilities as a professor. When your one-year ‘administrative leave has concluded, your entitlement to administrative benefits (eg, vacation benefits for administrators), ifany, will end. Your salary and benefits as a tenured professor willbe equal to the average of the three highest paid full-time professors within your discipline within the College of Business (prorated to reflect the regular academic year appointment in “the College of Business, if appropriate), 8. You willbe entitled to standard University benefits (ee. retirement, health fe, long- ‘term disability and other insured and uninsured benefit programs) on a substantially similar basis as other senior administrators ofthe University. link to the University’s 403(b) plan document can be found at: /htto:/louisville,edu/he/benefits/retirementolans/403bPlanRevised09082011.odf The University will reimburse you in accordance with normal policies and procedures forthe reasonable travel, business, ard entertainment expenses you incur in connection with youruNIveRsity oF Board of Trusteos LOUISVILLE. University of Louie performance of your duties under this Ageement. The University will also reimburse you in ‘accordance with normal policies and procedures for expenses incurred for attendance of your spouse at appropriate events where the predominant purpose of your spouse's participation Is to serve the University’s business purpose in a substantial manner. In addition, the University will provide you with membership in the University Club for business use. 9. With respect to housing, the BOT believes that itis imperative that you perform ‘substantial job responsibilities that extend beyond the typical workday. These responsibilities ill require you to use your home on a regular basis for activities such as entertaining civic leaders, hosting fundraising activities, meeting with faculty or students, and working on ‘administrative matters in the evenings and on weekends. As a condition of your employment and forthe University’s convenience, youshall be required to reside at Amelia Place (the “House") during the Term. If renovationson the House are not complete as ofthe Effective Date, the University shal provide you with temporary housing on mutually agreeable terms until such renovations are complete. The University shall be responsible for maintenance and ‘operating expenses of the House, including upkeep, grounds keeping, general maintenance and utilities, The University shall indemnify you from any determination ofthe Internal Revenue Service ora state taxation authority that te housing expenses (including the House) or your moving expenses are not exempt from feceral or state income tax. 10. The University will pay forthe pact, load, transfer, unload, and storage for upto six ‘months (or until renovations of the House are completed), of your household furniture and routine household contents, up toa maximum of $30,000. The University will use its relocation provider for this benefit, and they wil invoice the University directly for this 11. The BOT agrees to approve the hiring, effective as of the Effective Date, of an individual selected by you to serve as your Chief of Saft, consistent with Section 2.3.1 of the Redbook and University human resource policies and procedures. 12. _ Kentucky State law requires a state and national criminal history background check as @ condition of employment, which can be intiated when this letter is returned, 13. __Toassist youn your professional development and in furtherance of your duties as. President, the BOT supports your request io attend the Harvard Seminar for New Presidents and will fund your participation in that program, including tuition and travel expenses.oF Beard of Tusteos LOUISVILLE. vnc scate If the above terms are acceptable to you, please sign a copy ofthis offer letter and return it to The BOT is very excted at the prospect of your joning the University of Louisville, We look forward to working with you to bulld on the University’s current strengths, to achieve our ‘mission of preeminence as a metropolitan research university, and to propel ths great University forward to unparalleled success. with " sh regard, Yad (om Chair, Board of Trustees My sig Net: Sendefrras 4/3/2016 ture indicates acceptance ofthe offer described in this letter, dated April 3, 2018,