Terms bf Transition Agreement I Terms Eligibility for Emeritus Status President Wolfe will recommend that I will remain eligible to receive Emeritus status at the conclusion of ?ve years of service perceived as meritorious to the University. Transition I will continue to serve as Chancellor through December 31, 2015. I will announce my intention to transition from the Of?ce of Chancellor to another role(s) on November 9, 2015. Upon the end of my service as Chancellor I will transition to a full-time administrative position with at least two speci?c roles. I anticipate ?lling these roles for at least ?ve years from the date of transition in order to carry out effectively the tasks noted below. 0 Director for Research Facility Development (or such other title as may be agreed upon): Reporting to the Senior Vice Chancellor for Research and Graduate Studies, in this role I would lead the campus? efforts to construct new facilities and renovate current facilities to meet the research needs of the university for both today and into the future. Responsibilities would include, but not be limited to, (1) developing and leading a process for planning for research facilities; (2) establishing and convening stakeholder committees for each facility project; (3) coordinating and facilitating the programming for each facility; (4) coordinating and facilitating stakeholder input into design and construction (with construction management); (5) coordinating and facilitating research equipment selection with stakeholders; and (6) creating a governance structure for each facility to ensure that it meets the needs of stakeholders at occupancy and in the future. 0 With the concurrence of Cerner, Director of university research (or such other title as may be agreed upon) in support of the Tiger Institute for Health Innovation: Under the terms of the new contract with Cerner, research is now an integral part of the Tiger Institute. Reporting to the Senior Vice Chancellor for Research and Graduate Studies, in this role I would provide leadership in developing research programs that meet the needs of both the Institute and the interests of university faculty across multiple colleges and schools. In addition, I would work with appropriate academic units to coordinate and facilitate the recruitment of new faculty with relevant multidisciplinary research interests that relate to and can be supported through access to the Tiger Institute and Cerner's data resources and its research and development team. Administrative Support Suitable of?ce space for my administrative role(s) would be identi?ed and furnished as it would be for any comparable administrator. Administrative support and funding for human resources, travel and other administrative functions would be provided by the appropriate unit as it would for any comparable administrator. I will have the option of retaining use of the laptop computer and iPad provided to me by the university as well as the two docking stations so long as I am employed by the university. November 9, 2015 Faculty and Investigator Role I will continue to hold the faculty rank of tenured Professor of Physics. The President will recommend that I will also be jointly appointed to the Department of Health Management and Informatics (School of Medicine) and the Department of Computer Science (College of Engineering) subject to the appropriate approval of those relevant department chairs and deans. These joint appointments will facilitate my service as the Director of Research for the Tiger Institute. In addition, I may arrange for a teaching assignment within one of the three departments in which I am a member of the faculty or with other departments, divisions, or other academic units or programs as appropriate. Within the Tiger Institute I may develop a research program relevant to my background, interests and the interests of the Institute. If that is the case, I will supervise graduate students and/or postdoctoral researchers as well as undergraduates engaged in research. Start-up funds for this research will be made available to me for this purpose based on a budget that I will prepare as it would be for any faculty member of comparable rank and experience to be negotiated. If I return to full-time service as a faculty member at the university, a suitable of?ce space will be provided within the relevant academic unit and furnished as it would be for any faculty member of comparable rank in that unit. The university will relocate my professional materials from my administrative of?ce to my faculty of?ce within an appropriate time pe?od. Vacation of O?ice of the Chancellor and Professional Relocation I will vacate the Of?ce of Chancellor (Room 105 Jesse Hall) within ?ve working days after my last day of service as Chancellor with the provision that the university will move my professional materials (either with university employees or through a professional moving ?rm) to newly-assigned of?ce space. If that space is not ready by that date, the materials could be stored at the Residence and relocated under the same arrangements within ?ve days of the availability of the newly-assigned office space. It is acknowledged that some additional professional materials are in the residence and will be relocated to the newly-assigned of?ce space within ?ve days of its availability. Financial Arrangements and Related Matters 0 Transition: After President Wolfe announces my successor, I offer my assistance to the interim or new Chancellor to assist them in taking of?ce and in effectiver moving into their role, especially in terms of ongoing and pending activities. 0 Salary: As stated in my appointment letter, my base pay will be my faculty salary (set at 75% of my salary at the time I leave the Of?ce of Chancellor). A total annual stipend of between $10,000 and $35,000 will be added to my base pay by the university administrator to whom I report. This stipend will end when I return to the faculty with no administrative responsibilities. 0 Car Allowance: The current car allowance that I receive will be continued through January 31, 2017. Deferred Compensation: I will receive the second deferred compensation payment due on or before January 31, 2016. Under the terms of my letter of appointment, it appears that I would forfeit both the second and the first payment if I leave the Of?ce of the Chancellor voluntarily. The President will recommend that this forfeiture be waived given the circumstances of my departure. November 9, 2015 0 Hiring Incentive Payments: Since I will remain in the employment of the university, my letter of appointment states that i will not be required to return any of hiring incentive that I have received. I Merit Evaluation, Base Salary Increase and incentive Pay: My merit evaluation for FY16 will be used, as in the past two years, to determine any appropriate increment in my base salary as Chancellor and my incentive compensation. Any incentive compensation would be netted against any stipend or other non-salary compensation received under these terms of transition. The car allowance noted above will not be counted in this compensation. Use of the Residence on Francis Quadrangle Since Karin and I have no residence to which to relocate, we will be allowed to remain in the Chancellor?s Residence up to 120 days after the end of my service as Chancellor. Relocation of Personal Property request that the university pay a professional moving company to pack and relocate our personal property to our new personal residence in the timeframe noted above. Benefits in Recognition of Service to the University Dr. Karin C. Loftin has served the university as my partner and supported many events and functions during our time here. ask that she be allowed to keep her university email account during the remainder of the time I am employed by the university. Defense and Protection Since 1 am the subject of one or more lawsuits for actions taken in my role as Chancellor, the formal agreement based on these terms must contain indemnification for all good faith actions arising out of the course and scope of my employment as Chancellor as well as provision of legal counsel as granted by the President. I will continue to receive defense and protection for current and future claims or suits arising out of my term as Chancellor pursuant and subject to the applicable provisions of the University?s Collected Rules and Regulations. I agree to the above terms, subject to review and approval of a formal agreement by my attorney for with the ter of this document, legal form and enforceability. l?i law)? \1 R. Bowen Loftin ihavefead the above/23d agree to recommend these terms to the Board of Curators. 3/ Timothy M. Woll? November 9, 2015