EMPLOYMENT AGREEMENT
BETWEEN
THE UNIVERSITY OF TENNESSEE AND JOSEPH A. DIPIETRO

This EMPLOYMENT AGREEMENT is entered into by and between THE
UNIVERSITY OF TENNESSEE, a public educational corporation of the State of
Tennessee ("University''), by and through its Board of Trustees ("Board"), and JOSEPH
A. DIPIETRO ("Dr. DiPietro"). The effective date of this Agreement shall be January 1,

2011.
WITNESSETH:

In consideration of the covenants and agreements herein contained, the
University and Dr. DiPietro agree as follows:
Article I
Employment as President
A. The University hereby employs Dr. DiPietro as President of The University of

Tennessee effective January 1, 2011, and Dr. DiPietro hereby accepts the employment,
upon the terms and conditions, during the period, and for the compensation and other
benefits fixed, described, or referred to in this Agreement.
Article II
Duties as President

A.

Dr. DiPietro shall serve as President of The University of Tennessee,

reporting directly to the Board. Dr. DiPietro's duties and responsibilities as President
shall be those stated in the Bylaws of the University as they now exist or as amended
from time to time, which are incorporated herein by reference as if fully set out, and
such other duties as may be assigned to him from time to time by the Board or required
of him by the laws of the State of Tennessee, University policies and procedures, or
custom and practice for university presidents generally.

 B. Dr. DiPietro shall devote his full time and attention and his best efforts to the
performance of his duties as President and shall not hold any position of employment
outside the University or engage in any outside activity that may interfere with or
prevent, in any way or at any time, his performance of his duties as President. With the
prior written approval of the Vice Chair of the Board, and subject to compliance with the
conflict of interests laws and policies described in Article X.B. of this Agreement, Dr.
DiPietro from time to time may hold outside directorships or engage in consulting
activities with respect to which he shall be entitled to retain any compensation or fees.
Dr. DiPietro shall report annual leave for any time spent on outside directorships or
consulting activities.
C. Dr. DiPietro agrees that his service as President is without tenure and at the
will and pleasure of the Board and that, in accordance with the provisions of Article Xl.B.
of this Agreement, the Board, in its sole discretion and at any time, without terminating
this Agreement, may reassign Dr. DiPietro for the remainder of the term of this
Agreement from the position of President to other full-time duties within the University,
including but not limited to full-time duties as Professor of Veterinary Medicine.

Dr.

DiPietro agrees that upon reassignment to other duties, his compensation for the
remainder of the term of this Agreement shall be limited to that described in Article Xl.B.
of this Agreement.
Article Ill
Faculty Appointment

A. Concurrently with his appointment as President, Dr. DiPietro will continue to
hold a tenured faculty appointment as Professor of Veterinary Medicine in The
University of Tennessee College of Veterinary Medicine.

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 B. Dr. DiPietro shall have no regular duties as Professor of Veterinary Medicine,
and he shall receive no additional compensation for this faculty appointment. From time
to time, with the prior written approval of the Vice Chair of the Board, Dr. DiPietro may
teach a course as long as doing so will not interfere with performance of his duties as
President.
C. If the Board allows this Agreement to expire without renewing it, if the Board
terminates Dr. DiPietro's employment as President for any reason other than those
described in items (2) through (10) of Article Xl.D. of this Agreement, or if Dr. Di Pietro
voluntarily resigns as President, he shall be permitted to continue as a tenured
Professor of Veterinary Medicine on a full-time, twelve-month basis with an initial salary
of 75% of his final base salary as President, but all other compensation, allowances,
bonuses, privileges, benefits, and perquisites related to the position of President shall
end no later than thirty (30) days after he ceases to serve as President.
Article IV
Performance Reviews and Performance Bonus

A.

Dr. DiPietro's performance as President shall be reviewed annually in

accordance with the Board-approved Policy on Presidential Performance Reviews, as it
now exists and as it may be amended in the future. A copy of the current policy has
been provided to Dr. Di Pietro prior to execution of this Agreement, and by signing this
Agreement, Dr. DiPietro certifies that he has read the policy and understands it. The
Executive and Compensation Committee shall consider Dr. DiPietro's performance
reviews in developing recommendations to the Board concerning his compensation and
other terms of employment.
B. No later than May 5, 2011, Dr. DiPietro shall propose to the Executive and
Compensation Committee a set of performance goals, with qualitative and/or

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 quantitative metrics, he will seek to achieve by December 31, 2014. The Executive and
Compensation Committee shall approve or modify the proposed performance goals,
and the Committee's action shall go forward to the Board of Trustees for final action at
the June 23, 2011 Annual Meeting.
C.

After December 31, 2014, the Vice Chair of the Board will conduct a

comprehensive review of Dr. DiPietro's performance in accordance with the Boardapproved Policy on Presidential Performance Reviews, specifically including an
assessment of Dr. DiPietro's performance with respect to the December 31, 2014
performance goals. For achievement, or substantial progress toward achievement, of
the December 31, 2014 performance goals, the Vice Chair may recommend to the
Executive and Compensation Committee that Dr. DiPietro receive a performance
bonus. The Executive and Compensation Committee shall approve or modify the Vice
Chair's recommendation concerning Dr. DiPietro's performance and a performance
bonus, and the Committee's action shall go forward to the Board of Trustees for final
action at the Annual Meeting in June 2015. Any performance bonus approved by the
Board of Trustees shall be payable in accordance with the University's normal payroll
process for July 2015 and subject to all requirements of state and federal law with
respect to withholding or other deductions.
Article V
Salary as President

A. Dr. DiPietro's initial annual salary as President shall be $420,000.00 ("base
salary"), payable in twelve monthly installments of $35,000.00 and subject to all
requirements of state and federal law with respect to withholding or other deductions.
When funds are available for a general salary increase for University employees, the
Board, on the recommendation of the Executive and Compensation Committee, may act

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 to increase the base salary during the term of this Agreement based on meritorious
performance by Dr. DiPietro.
B.

The base salary shall not be adjusted in accordance with any across-the-

board salary increase authorized by the State of Tennessee for University employees.
C.

Dr. DiPietro shall not receive salary, benefits, or other compensation for

service as President from any source other than The University of Tennessee.
However, this paragraph shall not be construed to prohibit Dr. DiPietro from retaining
any compensation or fees for outside directorships or consulting activities that have
been approved in advance by the Vice Chair of the Board, as provided in Article 11.B. of
this Agreement.

Nor shall this paragraph be construed to prohibit Dr. DiPietro from

retaining an honorarium for speaking engagements or other professional activities in
which he is representing the University, but only if the University does not pay related
travel expenses for Dr. DiPietro (see Article Vlll.C.).
Article VI
Fringe Benefits
A. Dr. DiPietro shall be eligible for University fringe benefits to the same extent

as other full-time, staff-exempt employees of the University.
B. Dr. DiPietro agrees that federal law currently limits the salary on which the
University may make retirement contributions to $245,000 annually. If the annual cap
increases by federal law during the term of this Agreement, the University shall make
retirement contributions on the allowable amount for the remainder of the term of this
Agreement.
Article VII
Use of University Airplane
A. Dr. DiPietro agrees that he is authorized to use the University airplane only in

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 accordance with the Board-approved Policy on University Aircraft. Dr. DiPietro agrees
that he is not authorized to use the University airplane for commuting or any other
personal purpose and that no exceptions may be made to the Policy on University
Aircraft. By signing this Agreement, Dr. DiPietro certifies that he has read the Policy on
University Aircraft, understands it, and will comply with it as it now exists and as it may
be amended in the future.
Article VIII
Entertainment and Travel Expenses
A.

The University shall reimburse Dr. DiPietro for entertainment and travel

expenses in accordance with University fiscal policies governing entertainment and
travel, including those specifically applicable to the President and members of the
President's senior staff, as they now exist and as they may be amended in the future.
Copies of the current policies have been provided to Dr. DiPietro prior to execution of
this Agreement, and by signing this Agreement, Dr. DiPietro certifies that he has read
these policies, understands them, and will comply with them.

Dr. DiPietro is not

authorized to make exceptions to these policies for himself, his spouse, or the
President's office.

Exceptions for Dr. DiPietro, his spouse, or the President's office

must be approved by the Chief Financial Officer or the Chair of the Audit Committee in
writing and in advance of any reimbursement, and approved exceptions shall be
reported by the Chief Financial Officer to the Audit Committee at its next meeting. Dr.
DiPietro's entertainment and travel expenses shall be handled on a reimbursement
basis, subject to all documentation required by University policy, and no expenses for
Dr. DiPietro will be paid directly by the University, except in the case of direct billing
authorized by University policy. Dr. DiPietro will be reimbursed only for standard coach
airfare, and the University will not pay directly or indirectly for first-class or business-

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 class airfare for Dr. DiPietro or his spouse. No exceptions to the standard coach airfare
restriction will be made.
B.

The University shall provide Dr. DiPietro with an annual non-accountable

expense allowance of $12,000.00, payable in equal monthly installments of $1,000 .00,
subject to withholding of applicable Federal Insurance Contributions Act (FICA) and
Medicare taxes and further subject to sufficient income being earned on the endowment
created for this purpose with a private gift. The non-accountable expense allowance is
for the discretionary use of Dr. DiPietro and is intended primarily to compensate Dr.
DiPietro for business expenses that cannot be reimbursed under University policy,
including, but not limited to, minor entertainment of official guests and/or staff, office
holiday parties for staff, professional memberships and dues, celebrating significant
events in the life of an employee (weddings, births, birthdays), and purchase of
specialty items for use in the course of employment. The University will report the nonaccountable expense allowance as income for federal tax purposes and include it on
the W-2 form issued annually to Dr. DiPietro.
C.

In accordance with University Fiscal Policy 705, University Travel, if the

University pays related travel expenses for a speaking engagement or other
professional activity of Dr. DiPietro, he must remit any honorarium he might receive to
the University for credit against the account charged for the travel expenses.

Dr.

DiPietro may retain an honorarium only if the University does not pay related travel
expenses.

If Dr. DiPietro elects to pay his own travel expenses and retain an

honorarium, he must use annual leave for the event.
Article IX
Housing Allowance

A. The University shall pay Dr. DiPietro an annual housing allowance in the
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 amount of $20,000.00, payable in equal monthly installments of $1,666.66, subject to
withholding of applicable Federal Insurance Contributions Act (FICA) and Medicare
taxes.

The University will report the housing allowance as income for federal tax

purposes and include it on the W-2 form issued annually to Dr. DiPietro.

Article X
University Policies and Procedures
Conflict of Interests Policies and Disclosure Statements

A.

Dr. DiPietro shall comply with all University policies and procedures

applicable to staff-exempt employees, now in effect or hereafter adopted or amended,
including, but not limited to, the University Code of Conduct. A copy of the University
Code of Conduct has been provided to Dr. DiPietro prior to execution of this Agreement,
and by signing this Agreement, Dr. DiPietro certifies that he has read the University
Code of Conduct, understands it, and will comply with it as it now exists and as it may
be amended in the future. Dr. DiPietro is not authorized to make an exception to any
University policy or procedure for himself, his spouse, or for the President's office.
B. Dr. DiPietro shall comply with the University's Conflict of Interests Policy, the
Conflict of Interests Policy for Trustees, and the Code of Ethics for Appointed Trustees,
copies of which have been provided to Dr. Di Pietro prior to execution of this Agreement.
By signing this Agreement, Dr. DiPietro certifies that he has read these policies,
understands them, and will comply with them as they now exist and as they may be
amended in the future. In addition, the position of President of the University is subject
to the provisions of Tennessee Code Annotated §§ 8-50-501 et seq. requiring the filing
of a disclosure statement with the Tennessee Ethics Commission. Dr. DiPietro shall file
all initial disclosure statements required by University policy or state law no later than
thirty (30) days after the beginning date of this Agreement.

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 Article XI
Term and Termination

A. The term of this Agreement shall be from January 1, 2011 through June 30,

2015, unless sooner terminated as provided hereinafter.

This Agreement may be

extended for additional terms upon written agreement of the parties.

Dr. DiPietro

agrees that the Board may allow this Agreement to expire and elect not to renew his
appointment as President without complying with any University personnel policy or
procedure applicable either to staff-exempt employees who do not serve under a
contract of employment for a definite term or to faculty.
B. Acknowledging that his service as President is without tenure and solely at
the will and pleasure of the Board, Dr. DiPietro agrees that in its sole discretion and at
any time, the Board, without terminating this Agreement, may reassign Dr. DiPietro for
the remaining term of this Agreement from the position of President to other full-time
duties within the University, including but not limited to full-time duties as Professor of
Veterinary Medicine. The Board shall not be required to demonstrate cause to reassign
Dr. DiPietro to other duties; nor shall the Board be required to comply with any
University personnel policy or procedure applicable either to staff-exempt employees
who do not serve under a contract of employment for a definite term or to faculty. Dr.
DiPietro agrees that upon reassignment to other duties, his base salary shall continue
unchanged until expiration of this Agreement, and he shall continue to be eligible for
University fringe benefits to the same extent as other full-time, staff-exempt or faculty
employees of the University. However, all other compensation, privileges, benefits, and
perquisites related to the position of President, including without limitation nonaccountable expense allowance, housing allowance, and retention bonus, shall cease
immediately upon reassignment to other duties.
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 C. In its sole discretion and at any time during the term of this Agreement, the
Board may elect to terminate this Agreement without cause upon written notice to Dr.
DiPietro. The Board shall not be required to comply with any University personnel policy
or procedure requiring progressive discipline or any other University policy or procedure
applicable either to staff-exempt employees who do not serve under a contract of
employment for a definite term or to faculty.

If the Board terminates this Agreement

without cause under this Article Xl.C., and Dr. DiPietro elects to resign his tenured
faculty appointment and terminate his employment with the University in its entirety, the
University shall pay liquidated damages to Dr. DiPietro in an amount equal to Dr.
DiPietro's final base salary as President times the number of years (or pro-rata portion
of a year) remaining in the term of the Agreement.

If the Board terminates this

Agreement without cause under this Article Xl.C., and Dr. DiPietro elects to continue
employment with the University in his tenured faculty appointment as permitted by
Article 111.C. of this Agreement with an initial salary of 75% of his final base salary as
President, the University shall pay liquidated damages to Dr. DiPietro in an amount
equal to 25% of Dr. DiPietro's final base salary as President times the number of years
(or pro-rata portion of a year) remaining in the term of the Agreement. In no event shall
the University's liability include payment of fringe benefits, non-accountable expense
allowance, housing allowance, retention bonus, or any other compensation, privileges,
benefits, or perquisites related to the position of President. The University's payment of
the liquidated damages shall be made in equal monthly installments over the remaining
term of the Agreement, subject to all requirements of state and federal law with respect
to withholding and other deductions, with the first payment due on the University's next
regular payday that follows the expiration of sixty (60) days from the date of termination
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 of this Agreement. The obligation of the University to pay liquidated damages shall be
conditioned, however, on Dr. DiPietro's signing and returning to the University (without
revoking) a timely and effective release of claims in the form provided by the University
by the deadline specified therein, which in all events shall be no later than the sixtieth
(60th) day from the date of termination.
D.

The Board may terminate this Agreement at any time for cause.

"Cause"

shall include any one or more of the following as determined in the sole discretion of the
Board: ((1) failure to cure, after reasonable notice and opportunity to cure, deficiencies
identified by the Board in a performance review or other writing; (2) indictment,
admission of guilt, plea of nolo contendere, or conviction of a felony or a non-felony
(except minor traffic citations); (3) theft or misappropriation of state or University funds,
property,

services,

or other resources, which includes, but is not limited to,

misappropriation of state or University resources for personal purposes; ( 4) conduct in
violation of the University Code of Conduct or other conduct which is unbecoming to the
office of President or otherwise reflects adversely on the University; (5) refusal to
comply with a lawful directive of the Board or its designee(s); (6) intentional violation of
University policies or procedures now in effect and hereafter adopted or amended; (7)
dishonesty or other violation of professional ethics or responsibility; (8) acts constituting
a conflict of interest under applicable University policies or state law; (9) any material
breach of this Agreement; or (10) any act of gross misconduct, as defined by University
personnel policy now in effect or hereafter adopted by the University.

"Gross

misconduct" is currently defined by University personnel policy to include the following:
theft or dishonesty; gross insubordination; willful destruction of University property;
falsification of records; acts of moral turpitude; reporting for duty under the influence of
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 intoxicants; illegal use, manufacture, possession, distribution, or dispensing of
controlled substances or alcohol; disorderly conduct; provoking a fight; and other similar
acts involving intolerable behavior by the employee.

The grounds for termination

contained in this Article Xl.D. are separate and independent grounds for termination,
and one ground for termination shall not be interpreted in any manner to modify,
explain, or restrict any other ground for termination.
E.

Prior to terminating this Agreement for cause under Article Xl.D. of this

Agreement, Dr. Di Pietro shall be given written notice of the cause for termination and an
explanation of the evidence supporting termination. Dr. DiPietro shall also be given an
opportunity to respond to the proposed termination in a meeting of the Board or the
Executive and Compensation Committee of the Board to be held not less than seven
(7), nor more than fourteen (14) calendar days after the date of the written notice. At
the meeting, Dr. DiPietro may be represented by counsel of his choice.
F. Dr. DiPietro agrees that the Board may terminate this Agreement for cause
under Article Xl.D. of this Agreement without complying with any University personnel
policy or procedure requiring progressive discipline or any other policy or procedure
applicable either to staff-exempt employees who do not serve under a contract of
employment for a definite term or to faculty.
G.

If the Board terminates this Agreement for a cause described in items (2)

through (10) of Article Xl.D. of this Agreement, Dr. DiPietro agrees that the termination
shall constitute a simultaneous resignation of his tenured faculty appointment, waiving
any and all rights to hearings, appeals, or other procedures otherwise available by virtue
of holding a faculty appointment.
H. The Board may suspend Dr. DiPietro with pay pending an investigation or

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 decision relating to termination for cause under Article Xl.D. (1) of this Agreement, or
without pay pending an investigation or decision relating to termination for cause under
Articles Xl.D. (2) through (10) of this Agreement.
I.

For any one or more acts, omissions, or events that could be grounds for

termination for cause under Article Xl.D. of this Agreement, the Board may take other
disciplinary or corrective action against Dr. Di Pietro short of terminating this Agreement.
Other disciplinary or corrective action may include, but is not limited to, one or more of
the following:

(a) written reprimand, (b} suspension with pay, or (c) for a cause

described in items (2) through (10) of Article Xl.D. of this Agreement, suspension
without pay. No such disciplinary or corrective action shall be construed to conflict with
or limit the Board's right to terminate this Agreement during or subsequent to such
disciplinary or corrective action.

J. Upon the Board's termination of this Agreement for cause pursuant to Article
Xl.D. of this Agreement, Dr. DiPietro shall not be entitled to further salary, nonaccountable expense allowance, housing allowance, retention bonus, fringe benefits,
privileges, perquisites, or any other form of compensation as President. If Dr. DiPietro
is permitted to continue employment in his tenured faculty appointment pursuant to the
provisions of Article 111.C. of this Agreement, his compensation shall be limited to that
described in Article 111.C. of this Agreement.
K. This Agreement shall terminate automatically upon the death of Dr. DiPietro,
and all salary, non-accountable expense allowance, housing allowance, retention
bonus, fringe benefits, privileges, perquisites, and any other form of compensation shall
terminate as of the calendar month in which death occurs, except that Dr. DiPietro's
personal representatives or other designated beneficiary shall be paid any death

13

 benefits due Dr. DiPietro under University policy now in effect or hereafter adopted by
the University. The automatic termination of this Agreement pursuant to this Article
Xl.K. shall not give rise to any obligation on the part of the University to pay liquidated
damages to Dr. Di Pietro under any provision of this Agreement.
L.

This Agreement shall terminate automatically on the date Dr. DiPietro is

disabled as defined herein. "Disabled" shall mean: (1) in the opinion of a qualified
physician retained by the University, Dr. DiPietro has a physical or mental impairment
that prevents him from performing one or more essential functions of President, and will
prevent him from doing so for one hundred twenty (120) consecutive calendar days or
longer. Upon termination of this Agreement pursuant to this Article Xl.L., all salary, nonaccountable expense allowance, housing allowance, retention bonus, fringe benefits,
privileges, perquisites, and any other form of compensation from the University shall
terminate. If this Agreement terminates pursuant to this Article Xl.L., Dr. DiPietro shall
be permitted to return to his tenured faculty appointment pursuant to Article 111.C. of this
Agreement, and determinations concerning his continued employment with the
University shall be made in accordance with University policies, procedures, and
practices applicable to tenured faculty. The automatic termination of this Agreement
pursuant to this Article Xl.L. shall not give rise to any obligation on the part of the
University to pay liquidated damages to Dr. DiPietro under any provision of this
Agreement.
M. The Board and Dr. DiPietro may reach a mutual agreement for termination of
this Agreement at any time prior to expiration of this Agreement.
N.

This Agreement shall terminate on the effective date of Dr. DiPietro's

resignation of or retirement from his employment as President.

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Dr. DiPietro shall

 provide the Vice Chair of the Board a minimum of 30 days' prior written notice of
resignation of his employment as President. Dr. DiPietro shall provide the Vice Chair of
the Board a minimum of 180 days' prior written notice of his retirement from his
employment as President.

In its sole discretion, the Board or the Executive and

Compensation Committee may elect to waive these notice requirements and accept Dr.
DiPietro's resignation or retirement effective as of any date certain.

In its sole

discretion, the Board or the Executive and Compensation Committee may elect to place
Dr. DiPietro on administrative leave with pay for all or any portion of time from the date
of notice until the effective date of his resignation or retirement.

0. In accordance with requirements of state law, and notwithstanding anything in
this Agreement to the contrary, this Agreement is subject to the appropriation and
availability of funds.

If funds are not appropriated or are otherwise unavailable, the

University reserves the right to terminate this Agreement as of June 30 of any year upon
written notice to Dr. DiPietro; provided, however, that Dr. DiPietro's right under Article
111.C. of this Agreement to continue as a tenured Professor of Veterinary Medicine shall
survive termination of this Agreement under this Article Xl.O. Dr. DiPietro agrees that
termination of this Agreement under this Article Xl.O. shall not be deemed a breach of
this Agreement by the University and that upon such termination, he shall have no right
to recover from the University any actual, general, special, incidental, consequential, or
any other damages whatsoever of any description or amount.
Article XII
Miscellaneous
A.

This Agreement contains the complete agreement between the parties

concerning Dr. DiPietro's appointment as President.

Neither party has made any

representation with respect to the subject matter of this Agreement not specifically

15

 included in this Agreement, nor has either party relied on any such representation in
entering into this Agreement.
B. This Agreement may only be modified by a writing signed by both parties.
C.

The invalidity of any portion of this Agreement shall not and shall not be

deemed to affect the validity of any other provision. In the event any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.
D. This Agreement shall be interpreted in accordance with Tennessee law.
E. A party's failure to respond to a breach by the other party shall not operate as
a waiver of their rights under this Agreement or otherwise. Any delay or omission by a
party in its exercise of any right or power accruing upon any beach shall not impair or
constitute a waiver of such right or power by that party, and any such right or power
may be exercised from time to time and as often as may be deemed expedient. The
waiver of any breach of any of the terms and conditions of this Agreement shall not be
construed as subsequently waiving any such terms and conditions, but the same shall
continue and remain in full force and effect as if no forbearance or waiver had occurred.
F. The titles to the articles of this Agreement are solely for the convenience of
the parties and shall not be used to explain, modify, simplify, or aid in the interpretation
of the provisions of this Agreement.
G. This Agreement may be executed in multiple counterparts, each of which
shall be regarded for all purposes as an original constituting but one and the same
instrument.
H. All documents, files, records, papers, reports, materials, correspondence, and

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 copies thereof (in any format, including electronically stored information), received or
prepared by Dr. DiPietro in the course of performing, or as an incident to, the Dr.
DiPietro's duties and responsibilities under this Agreement are and shall remain the sole
property of the University. Within three (3) days of the expiration or termination of this
Agreement, Dr. DiPietro shall return all University property in his possession.

The

foregoing provisions shall not apply to Dr. DiPietro's personal notes, personal
memorabilia, diaries, and similar personal property of Dr. DiPietro which he is entitled to
retain.
I.

Dr. DiPietro may not assign, pledge, or encumber his rights, interests, or

obligations under this Agreement.

J. Each party hereto shall be viewed as an equal participant to the drafting of
this Agreement, and each party agrees that there shall be no presumption against the
drafting party.

[REMAINDER OF PAGE BLANK]
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
dates appearing below.
JOSEPH A. DIPIETRO

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James
Vice

Date

JsepAbiPietro

1

Date

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Approved as to form and legality:

Catherine S. Mizell, Gener

Approved as to compliance with fiscal policy:

~~

Charles M. Peccolo, Jr., Treasurer and Interim Chief Financial Officer

18

 AMENDMENT No. 1
to the
EMPLOYMENT AGREEMENT
between
THE UNIVERSITY OF TENNESSEE AND DR. JOSEPH A. DIPIETRO

This is Amendment No. 1 to the Employment Agreement between THE UNIVERSITY
OF TENNESSEE ("University") and DR. JOSEPH A. DIPIETRO ("Dr. DiPietro"), which
Agreement was executed by the Vice Chair of the Board of Trustees on December 21, 201 O by
delegation from the Board of Trustees.
WITNESSETH:
In consideration of the mutual promises contained in this Amendment, the parties agree
as follows:
1. Article IV of the Agreement concerning Performance Reviews and Performance Bonus
is amended by deleting the date May 5, 2011 in Paragraph B and substituting the date
June 21, 2012; and Article IV of the Agreement is further amended by deleting the date
June 23, 2011 in Paragraph Band substituting the date June 21, 2012.
2. Except as revised by this Amendment No. 1, the Agreement fully executed on
December 21, 2010 remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on

the dates shown below.
JOSEPH A. DIPIETRO

Date

Date

 Amendment No. 2
to the
EMPLOYMENT AGREEMENT

between
THE UNIVERSITY OF TENNESSEE AND DR. JOSEPH A. DIPIETRO

This is the Second Amendment to the Employment Agreement between THE
UNIVERSITY OF TENNESSEE ("University") and DR. JOSEPH A. DIPIETRO ("Dr.
DiPietro"), which Employment Agreement was entered into on December 21, 2010.
WITNESSETH:
WHEREAS Article V of the Employment Agreement provided that Dr. DiPietro's
initial base salary would be $420,000.00 annually; and
WHEREAS Dr. DiPietro's annual base salary increased to $430,500.00 on July 1,
2012 by the Board's authorization for the system-wide 2.5% across-the-board increase to
be awarded to Dr. DiPietro; and
WHEREAS on November 9, 2012, the Board approved a 3.5% merit increase for
Dr. DiPietro bringing his annual base salary to $445,467.50, retroactive to July 1, 2012;
and
WHEREAS on June 20, 2013, the Board approved a 4.5% merit increase for Dr.
DiPietro bringing his annual base salary to $465,618.12, effective July 1, 2013; and
WHEREAS the First Amendment to the Employment Agreement amended
Paragraph B and Paragraph C of Article IV to modify certain dates related to a
performance bonus for Dr. DiPietro; and
WHEREAS on March 1, 2013, the Board approved a Performance and Retention
Plan for Dr. DiPietro and other executive officers, with the intention that the provisions

 of that Plan replace the provisions concerning a performance bonus found in Paragraph
B and Paragraph C of Article IV of the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained in this
Second Amendment, the parties agree as follows:
1.

The provisions of Article IV of the Employment Agreement concerning a

performance bonus are amended by deleting Paragraph B and Paragraph C in their
entirety and substituting the following new paragraph B:
B. Dr. DiPietro shall participate in the Performance and Retention
Plan for executive officers of the University approved by the Board of
Trustees on March 1, 2013 and as it may be amended from time to time.
2.

Article V of the Employment Agreement concerning Dr. DiPietro's base

salary as President is amended by deleting the first sentence of Paragraph A in its
entirety and substituting the following:
A. Dr. DiPietro's annual salary as President shall be $465,618.12
(the "base salary"), effective July 1, 2013, payable in twelve monthly
installments of $38,801.51 and subject to all required withholding and
payroll taxes.

3.

Except as revised by this Second Amendment, the Employment

Agreement entered into on December 21, 2010 remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment on

the dates shown below.
FTENNESSEE

JOSEPH A. DIPIETRO
\

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. rian Fer so
Vice Chair of the Board of Trustees

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Date

. DiPietro

Oat

 Amendment No. 3
to the
EMPLOYMENT AGREEMENT
between
THE UNIVERSITY OF TENNESSEE AND DR. JOSEPH A. DIPIETRO

This is the Third Amendment to the Employment Agreement between THE
UNIVERSITY Of TENNESSEE ("University") and DR JOSEPH /\. DIPIETRO ("Dr.
DiPietro"), which Employment Agreement was entered into on December 21, 2010.
WITNESSETH:
WHEREAS the term of the Employment /\greement entered into on December
21, 2010 will expire on June 30, 2015; and
WHEREAS on October 3, 2014, the Board of Trustees approved an extension of
the term of the Employment Agreement through June 30, 2019.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Third Amendment, the parties agree as follows:
Paragraph A of Article XI (Term and Termination) 1s amended by
deleting the first sentence and substituting the following sentence:
1.

The term of this Agreement shall be from January 1, 2011 through
June 30, 2019, unless sooner terminated as provided hereinafter.
2.

Except as amended by this Third Amendment, the Employment

Agreement entered into on December 21, 2010, as amended by the Second Amendment
fully executed on September 5, 2013, remains in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Third Amendment on
the dates shown below.
JOSEPH A. DIPIETRO

-~" ,._,

Date

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