UNIVERSITY OF WASHINGTON Presidential Search Proposed terms and Conditions Professional fees Our standard professional fee is one-third of the first year’s total cash compensation, which includes base salary plus any signing or performance bonus for which the individual is eligible, with a minimum fee of $60,000. Based on the published salary of the current UW President ($622,000) this would yield of professional fee of $207,333. Because of Witt/Kieffer’s keen interest in developing a close partnership with the University of Washington, we would be willing to undertake this engagement for a fixed professional fee of $160,000. This represents a discount of over $47,000 from the standard fee, and provides the University of Washington with budget predictability no matter what the ultimate compensation is for the appointed candidate. Expenses Our professional fee does not cover internal office expenses, such as administrative support, verifications, media checks, database access, communications, and research services that are not easily identifiable by project. To cover the costs of these office expenses, Witt/Kieffer charges 10 percent of the fixed professional fee per search, with a minimum of $6,000 but not to exceed $10,000. Again, in the interest of our partnership we would be willing to charge the minimum fee of $6,000. This appears on the initial invoice as a one-time charge. Finally, Witt/Kieffer agrees to apply its leadership competency assessment to finalist candidates (those presented to the Board of Regents) and will waive our professional fee for these services. Other out-of-pocket expenses for candidate or consultant travel and accommodations, video conferences and other consultant-candidate interview costs, advertising, overnight delivery, professional printing, education verification, publication costs, and any other external expenses directly related to your search are billed to you on a monthly basis. It is assumed that you will directly reimburse candidates for expenses related to their visits to your organization. It is our policy to keep all expenses to a minimum without jeopardizing the quality of the search. Billing arrangements We will issue invoices based on achievement of the key milestones of the search process. Based on the fixed fee of $160,000 three invoices for $53,333 will be submitted according to the following progress points in the search process (with approximate timelines): • • • Search Committee and Board of Regents approval of the formal leadership profile (estimated June 20, 2015) Presentation to the Search Committee of initial slate of candidates for review and consideration (estimated September 20, 2015) Fulfillment of the Search Committee’s charge of three to five candidates recommended to the Board of Regents (estimated October 15, 2015) The achievement of these milestones will be verified by Dr. Kenyon Chan, Chair of the Presidential Search Committee. The fixed one-time office-related expense charge of $6,000 will be submitted at the start of the search and invoices for remaining expenses will be submitted monthly thereafter. Invoices are due within 30 days. A late penalty of 1.5 percent per month will be charged for past-due invoices. All bills must be paid within 60 days of the final invoice to activate the placement guarantee. Cancellation and other related policies If an additional candidate is hired as a result of this search assignment, there is a professional fee add-on of 20 percent of the first year’s total compensation including base salary and projected bonus. In addition, if the search is delayed by more than 30 days or the specifications for this search assignment are substantively changed, an additional fee for either event may result. If, for any reason, the search is canceled by a client prior to successful completion, the client will be responsible only for the professional fees billed to date, plus actual expenses. A search that is suspended or placed on hold may be re-started within six months of this agreement if the search is for the same position stipulated in this agreement. A search placed on hold for more than six months will be considered cancelled; any search that is re-started may be subject to additional search fees. We will assume permission to post and/or feature this position on the Witt/Kieffer external website unless notified otherwise. Unless otherwise required by the State of Washington’s public records laws, materials prepared by Witt/Kieffer are for the sole and exclusive use of our clients and are to be kept strictly confidential. Under no circumstances will Witt/Kieffer be held liable for breaches in confidentiality by members of a Search Committee or institutional leadership once this information has been submitted. Witt/Kieffer’s guarantee Recognizing the importance that you place in Witt/Kieffer conducting the University of Washington presidential search, we are pleased to extend our quality guarantee. If the executive that Witt/Kieffer places at your organization ceases to be employed by the University of Washington in any capacity (except for reasons of personal health) within three years of his/her commencement of employment, Witt/Kieffer will search for a replacement to fill the original position at no additional professional fee. Witt/Kieffer shall receive notice of the need for a replacement search promptly from the client and no later than 30 days after departure of the placement. Activation of the guarantee is based upon the client’s notification to Witt/Kieffer of the departure. Based upon discussion between the client and Witt/Kieffer, a mutually agreed upon start date for the replacement search should occur within a reasonable period, but no later than 90 days from the departure date of the placement. The guarantee applies to the presidential search only and there should be no material change in the job specification for the replacement search. Additional out of pocket expenses associated with the replacement search will be charged in the same manner as the original search. WITT/KEIFFER UNIVERSITY OF WASHINGTON Signature Signature John K. Thornburgh Dawn Lake Print Name Print Name Senior Partner Title 6/5/15 Date Senior Contract Manager Title 6/8/15 Date