I 5 i the Courage to Question Convention. The Passion to Break Net-s Ground, The Insight to Champion Community. Fhe Imagination to Pursue the Undiscovered The Will to Achieve Greatness. The Promise of a Limitless Future June 30, 2011 The People to Bring it to Life. It's Happening Here. David L. Dunn, M.D., Vice President for Health Sciences Professor of Surgery, Microbiology and Immunology University of Buffalo, SUNY Dear David: I write to con?rm this agreement (the ?Agreement? regarding the terms of your academic and administrative appointments and your employment by the University of Louisville (the "University? as approved by the Board of Trustees on tune 9, 2011. This Agreement is binding with respect to your employment with the University, effective July 1, 2011 ("Employment Date"). Your employment with the University is subject to the policies of the University, including the governance document known as 111g Redbook, except as otherwise noted herein concerning the term of your administrator appointment and removal therefrom. Your academic appointment with tenure is Professor of Surgery with a joint appointment as Professor of Microbiology and Immunology in the School of Medicine. Your administrator appointment is Executive Vice President for Health Affairs. The term of your administrator appointment is for ?ve years from your Employment Date (the subject to removal for "Cause" (as de?ned below) during the Term by review of the Trustees Personnel Committee and recommendation to and action by the Board of Trustees. i will recommend renewal of your Term if conditions are mutually agreeable at that time. Consistent with Kentucky law concerning cause for removal of certain University employees, cause for removal from yoor administrator appointment during the Term includes the foliowing: incompetence; neglect of or refusal to perform one's duty; or immoral conduct. Because of the unique term of your administrator appointment, neither The Redbook nm the statutes outline a process for removal from your administrator position. However, consistent with the Board of Trustees' action on June 9, it is anticipated that should I ?nd it necessary to prefer charges for your removal, I will provide you at least 15 days written notice of the nature of the charges. You would then have the opportunity to present information and evidence to the Trustees Personnel committee prior to its review and recommendation to and action by the full Board. 1. m. Your annual salary, beginning July 1, 2011, will be $950,000 through June 30, 2012 with a contingency that 25% of that amount, $238,000, is at risk and payable upon your successful compietion of goals we agree to at the beginning of each fiscal year, and further with said payment to be made on July 1 or within 10 days after July 1 in the succeeding ?scal year. Your academic base for your tenured appointment is $712,000 and your administrative supplement is $238,000. James H. Ramsey, President - University of Leuisville - Lomsviile. KY 40292 P: 502.852.5417 F: 502.852.7226 W: David L. Dunn, M.D., June 30, 2011 Page 2 2. 6. Extraordinary Bonus. You will be eligible, upon recommendation and approval by the appropriate boards as needed. for an annual extraordinary performance bonus equal to an amount of up to 10% of your combined academic base and administrative supplement. Standard Benefits and Annual Pay Increases. You will be eligible for the standard benefits provided to University employees and will be eligible for annual merit increases, if there be any, in accordance with University guidelines. Spousal Travel Expenses. Your spouse may travel with you for official University functions, as appropriate, and subject to approval in advance by the President or his designee; and, you may be reimbursed for reasonable and necessary business and travel expenses incurred by your spouse in connection with her participation in these official functions. Football and Basketball Tickets. The Office of the Executive Vice President for Health Affairs (EVPHA) has premium seating for football and basketball events, which can be expanded to include your children. You may also take your children, at your expense, to tournaments and postseason events as members of the University's official party. Additionally, you will be expected to use the tickets for donor events, faculty recruitment, resource cultivation, public affairs sponsorship, friend-raising, and other activities that raise the profile of the University?s Health Sciences Center. Moving Expenses. The University?s standard practice is to reimburse employees for moving and relocation expenses up to one month?s salary. Using this formula, the University would cover your expenses up to $80,000 from funding in the Office of the Executive Vice President for Health Affairs. Institute for Healthcare for informatics. The Office of the Executive Vice President for Health Affairs has discretionary resources from various sources. You are authorized to use this funding to support Dr. Russell Bessette in the creation of a new institute for Healthcare Informatics. All requests to establish new institutes, however, must follow appropriate internal processes, and Dr. Biil Pierce, Interim Executive Vice President for Research and innovation should be able to help you pursue the creation of this institute. Chief of Staff. You are authorized in your delegation of authority as Executive Vice President to employ and/or dismiss any administrative personnel in the Office of the Executive Vice President for Health Affairs, as long as you follow the University?s policies and procedures. Hiring your Chief of Staff will be your decision. David L. Dunn, MD, June 30, 2011 Page 3 9. Consequences of Termination During Initial Term. Should we terminate your administrator appointment without cause during the initial term, you will receive (1) a lump sum payment equal to a negotiated percent of any "at risk? salary (administrative supplement) during the remainder of the initial term, and (2) continued health care coverage at your expense for you and your family at the University?s group rate for twelve months from your termination. The negotiated percent of "at risk? salary will be paid within fifteen days of your termination. 10. internal Revenue Code Section 409A. This Agreement and any payments of compensation or benefits to be provided to you under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended ("Section To the extent any Such compensation or benefits are subject to Section 409A, the University and you shall interpret the terms of this Agreement in a manner so that this Agreement and such compensation and benefits comply with Section 409A, and both the University and you agree to cooperate in good faith to make such modifications and otherwise take such actions as may be necessary so that this Agreement and any compensation and benefits payable or provided to you comply with Section 409A but approximate as close as reasonably possible the original intent of this Agreement. If you agree to these terms, please sign. David, we look forward to working with you as a colleague for many years. Sincerely, gM4 Wunn, M.D., PR .5 - v- Date: