THE STATE UNIVERSITY Board of Trustees 210 Bricker Hall 190 North Oval Mall Columbus. OH 43210-1388 Phone (614) 292-6359 Fax (614) 292-5903 trusteesosuedu May 19, 2020 Kristina M. Johnson 423 State Street Albany, NY 12203 Dear Kristina: On behalf of the Board of Trustees (?Board?), it is my great pleasure to extend you an offer to serve as the 16th President of The Ohio State University (the ?University?), effective September 1, 2020. Welcome to Buckeye Nation! This world-renowned land-grant institution is in its 150th year, and the Board is con?dent that you possess the vision, skills, and passion necessary to build on its excellence and take it to an even higher level. These are unprecedented times, but the University?s institutional size, breadth of educational programs, national prominence, and standard of excellence position us to drive the ?iture of higher education. Under your leadership, we are con?dent the University will continue to navigate these exceptional circumstances, make signi?cant progress on its Time and Change Strategic Plan, and shepherd other innovations and initiatives that will position the University to meet the challenges and opportunities that lie ahead. Selecting the University?s next president is one of the Board?s most important responsibilities, and we are extremely pleased with our selection of you. We are con?dent that your leadership, extensive experience, ability to build bridges with federal and state leaders, and proven strategic vision will advance the University towards continued prominence and enrich our dynamic community of students, faculty and staff. The addendum to this letter outlines your salary and other terms of employment. Please contact the Board Secretary, Jessica Eveland, with any questions. If this offer of employment is acceptable to you, please Sign and return a copy of this letter as well as the attached addendum to either Ms. Eveland or me at your earliest convenience. We are excited to have you as a part of our Buckeye family! Sincerely, Wk? Gary Heminger Chairman, Board of Trustees {00383437-2} I accept this offer of employment and its terms and conditions, including the attached Addendum to Letter of O??er: Signature: Date: ?20? Attachment: Addendum to Letter of Offer {00383437-2} 2 KRISTINA M. JOHNSON ADDENDUM TO LETTER OF OFFER Your appointment as President is a full-time, unclassi?ed, senior administrative and professional position. Your appointment is subject to formal approval by the Board, in addition to the availability of funds from the Ohio legislature. Term Your employment as President shall begin on September 1, 2020 and continue until August 31, 2025 (the ?Term?). Your ?rst day of employment shall hereinafter be referred to as the ?Effective Date.? The Board, in its sole discretion, may offer to extend the Term upon the terms and conditions contained in this letter of offer or upon such different terms and conditions as may be mutually agreed upon by you and the Board. You and the Board agree to commence discussions regarding any such extension by no later than January 1, 2024. If the University agrees to extend the Term, then, the Board, in its sole discretion, may agree to reappoint you for a second, ?ve-year term that shall begin on September 1, 2025 and continue until August 31, 2030. Duties As President, you shall perform those services and duties that are consistent with your position as President of the University, that are required by law, regulations, bylaws and/or policies, or which are assigned to you by or under the authority of the Board consistent with your position as President of the University. Performance Review and Goals The Board is committed to working in partnership and collaborating with you to ensure the University?s long-term success and advancement. Within 90 days following the Effective Date, the Board will work with you to establish the goals and objectives that will be the basis for your ?scal year 2021 performance review. Thereafter, the Board will work with you at the beginning of each ?scal year to establish the goals and objectives that will be the basis for that ?scal year?s performance review. Following the end of each ?scal year, the Board will meet with you to evaluate and discuss your performance relative to the goals and objectives for that ?scal year and other pertinent criteria. In addition, following ?scal year 2023, the Board shall conduct a comprehensive performance review covering your ?rst three years. To facilitate the Board?s performance reviews, you shall furnish oral and written reports as may be requested by the Board. Faculg Position Subject to applicable University rules and policies, you will hold a tenured faculty appointment in the Department of Computer Science and Engineering in the College of Engineering. During your employment as President, you will not receive separate compensation for the faculty appointment, nor will you be expected to perform substantial faculty duties. Base Salagy Your annual base salary will be $900,000, subject to applicable withholdings, and will be payable in accordance with the University?s normal payroll practices. During your employment as {00383437-2} 3 6-30-2400 President, you shall be eligible for annual merit increases, subject to the University?s usual and customary compensation practices, and your annual base salary may be subject to other across- the-board changes that apply in the same manner to all senior leaders. Annual Performance Award For each ?scal year, you will be eligible to receive an annual performance award, provided that you remain employed as President through the last day of such ?scal year. Your annual target performance award opportunity shall be equal to 25% of your annual base salary (the ?Target Awar based upon the achievement of the goals and objectives established by the Board, in consultation with you, for the applicable ?scal year. Depending on results, your actual perfOrmance award may be higher or lower than the Target Award, as determined by the Board in its sole discretion; provided, however, that your annual performance award for ?scal year 2021 shall be no less than the Target Award. Notwithstanding the foregoing, you agree that, if the University adopts a new incentive plan or program for senior vice presidents and above, the University may, in its sole discretion and without your consent, discontinue the annual performance award described in this section and amend this section to provide for your participation in such new incentive plan or program. The University will provide written notice to you following any such amendment. Research Support During your employment as President, the University will provide you with research and education fund support of $50,000 per year, which will be contributed to an expense account to be used throughout your University employment for any bona ?de University business purpose. Fringe Bene?ts During your employment as President, the University shall pay on your behalf, or reimburse you for, the initiation fees and membership dues payable in connection with your membership at two mutually agreed upon social clubs for the purpose of fostering relationships for the bene?t of the University. The University and you agree that .you shall be solely responsible for any personal expenses at such clubs. In addition, you shall provide documentation of your use of the clubs as requested by the University to enable the University to comply with all federal, state and local income and employment tax laws. In addition, during your employment as President, the University shall provide you with an annual fringe bene?t allowance of $85,000 in September of every year, subject to applicable withholdings, to be used towards, and in lieu of, fringe bene?ts customarily provided to executives automobile, ?nancial and/or tax planning services, etc.). Relocation Assistance The University will reimburse your actual moving expenses, up to $35,000, in accordance with the Of?ce of Human Resources Relocation Policy 2.30, for your relocation to Central Ohio. With the exception of the assistance listed above, the University will not be responsible for any costs or expenses associated with any commuting or temporary living arrangements. ?25? - 4.020 {00383437-2} 4 5? Universi? Residence For the bene?t and convenience of the University and as a condition of your employment as President, you agree to live at the University?s Presidential residence (?President?s Residence?) during your employment as President. You will be required to use the President?s Residence for the conduct of University business and to advance the interests of the University. Further, the President?s Residence shall be available, and shall be used, for University-related business and entertainment on a regular and continuing basis. The University and you will coordinate on the hosting of such events at the President?s residence. All costs associated with such events shall be paid by the University in accordance with University policies and procedures. In addition, you will be provided with reasonable staf?ng, entertainment budget and other resources necessary for the operation of the President?s Residence, the Of?ce of the President and the University?s development objectives, as determined by the Board in accordance with University processes and procedures. The University shall be responsible for the normal maintenance and operating expenses of the President?s Residence, including upkeep, grounds keeping, general maintenance and utilities. You shall be responsible for personal expenditures, such as personal food, incidentals and housekeeping services for private areas. You agree to vacate the President?s Residence immediately following the termination or expiration of your employment as President (including all renewals and extensions). Employee Benefits During your employment as President, you will be entitled to participate in all employee retirement and welfare bene?t plans and programs made available to the University?s senior administrative and professional employees as a group, as such plans and programs may be in effect from time to time and subject to your satisfying any eligibility requirements of such plans and programs. Notwithstanding the foregoing, nothing in this letter of offer shall prevent the University from amending or terminating any retirement, welfare or any other employee bene?t plans, programs, or policies from time to time as the University deems appropriate in its sole discretion. For each year of your employment as President (?Contract Year?), the University will make an unvested annual employer contribution of $200,000 to the University?s Retirement Continuation Plan II, as amended from time to time if you remain continuously employed as President through August 31 of that Contract Year. You will become vested and entitled to these employer contributions if you remain continuously employed with the University through and including August 31, 2025. Notwithstanding the foregoing, if you are terminated without cause (as de?ned in the Termination section below) prior to August 31, 2025, you shall become immediately vested on the termination date in all unvested contributions previously made to the RCP II and the University will make a vested employer contribution to the RCP II for the Contract Year of termination equal to the pro rata portion of $200,000. The pro rata portion will be calculated based on the number of days you were employed by the University in the Contract Year during which your employment terminates compared to the total number of days in such Contract Year. Each employer contribution will be made to the RCP 11 after you reach applicable IRS limits under the University?s Alternative Retirement Plan or the State Teachers Retirement System of Ohio, as applicable, but not later than the date prescribed by the Internal Revenue Code of 1986, as amended (the ?Code?), and the RCP II. Notwithstanding anything in this letter of offer to the )9 6-10-2070 {00383437-2} 5 contrary, to the extent that the Code limits any RCP II employer contributions described in this letter of offer from being made to the RCP II, those contributions will be made to the University?s Supplemental 415(m) Retirement Plan II, as amended from time to time. In addition, the University will enter into a joint and survivor split dollar life insurance arrangement (the ?Presidential Bene?t Agreement?) with you, as described in Appendix A of this letter of offer. Termination Termination for cause. Notwithstanding any provision in this letter of offer to the contrary, the University may terminate your appointment at any time for cause. For purposes of this letter of offer, in addition to any of its other normally understood meanings in employment contracts, ?cause? shall mean the following: (1) deliberate or serious violation of the duties and/or obligations set forth for the position of President, or refusal or unwillingness to perform such duties and/or obligations in good faith as determined by the Board; (2) conduct that constitutes moral turpitude or that would tend to bring public disrespect, contempt, or ridicule on the University in the sole judgment of the Board; (3) violation of any law, rule, regulation, constitutional provision, or bylaw of the University or local, state or federal law, which violation may re?ect adversely upon the University in the sole judgment of the Board; (4) fraud or dishonesty in the performance of your duties or responsibilities as President, in the sole judgment of the BOard; or (5) the appointment of a conservator for the University by the Governor of the State of Ohio pursuant to the provisions of Sections 3345.74 and 3345.75 of the Ohio Revised Code (or any successor provision thereof). If you are terminated as President for cause, the University shall have no further obligations to you under this letter of offer. Also in no case shall the University be liable to you for the loss of any collateral business opportunities, or any other bene?ts, perquisites, income or consequential damages suffered by you as a result of your termination for cause. In addition, if the University terminates your appointment as President for cause, you agree to resign your tenured faculty position in the College of Engineering, effective as of the date of such for cause termination. Termination without cause. If the University terminates your employment as President without cause prior to the completion of the Term, and you choose not to return to the faculty and incur a ?separation from service? within the meaning of Section 409A of the Code and Treasury Regulation Section then in lieu of any and all legal remedies or equitable relief, the University shall pay you an amount (?Severance Pay?) equal to your base salary (not including bene?ts, performance awards or other supplemental compensation under this letter of offer) for a period of one year commencing on the date of your termination (the ?Severance Period?); provided that such payments shall be made in substantially equal installments over such one-year period (subject to all applicable withholdings); provided, further, however, that any such payments scheduled to oCcur during the ?rst 60 days following your termination of employment shall not be paid until the 60th day following such termination. You are required to mitigate the University?s obligations by making reasonable and diligent efforts to obtain employment as soon as practicable following such termination. If, during the Severance Period, you earn or are paid compensation from a third party (whether by employment or by functioning as an independent contractor), other than any compensation derived ?'om your service on the Cisco Systems Board of Directors, then the University?s {00383437?2} 6 5 ?90.3010 obligation to pay you any Severance Pay thereafter shall cease. You will be required to report at least on your search for employment to a University of?cial speci?ed by the Board. If the University terminates your employment as President without cauSe prior to the completion of the Term, and you choose to return to faculty, then in lieu of any Severance Pay and all legal remedies or equitable relief, your annual base salary for the ?rst three years following such termination will be equal to the annual base salary of the highest paid tenured faculty member in the College of Engineering, Department of Computer Science and Engineering (the ?Initial Faculty Salary?). After such three-year period, the Dean of the College of Engineering shall have sole discretion to determine your annual base salary; provided, however, that such annual base salary shall not exceed the annual base salary paid to you during any of the ?rst three years following your termination as President. Notwithstanding anything in this Termination section to the contrary, as a condition of receiving the Severance Pay or Initial Faculty Salary, you must ?rst execute (and not revoke) a comprehensive release of claims in the form determined from time to time by the University in its sole discretion. Such release shall be required to be executed and delivered by you (and no longer subject to revocation) within 45 days following your termination of employment. Sabbatical. If the University does not agree to extend the Term, the University may, at its sole option, convert the ?nal year of the Term into a one-year sabbatical and, subject to your continued employment and the other terms and conditions set forth in the letter of offer, your employment as President shall end on August 31, 2024. The parties agree that such conversion shall not constitute a termination without cause under the provisions above. During the one-year sabbatical, you will be paid an annual base salary at a rate equal to 100% of your armual base salary in effect at the time of your completion of employment as President and you will not be entitled to any further compensation or ?inge bene?ts, including, but not limited to, performance awards, additional research support contributions, the perquisite allowance and employer contributions to the RCP or under the Presidential Bene?t Agreement. If you desire to remain a faculty member following the Term, the University shall recommend the academic title of Distinguished University Professor to the University Senate. In addition, for the ?rst two years following your return from sabbatical, you will be paid an annual base salary equal to the annual base salary paid to the highest paid tenured faculty member in the College of Engineering, Department of Computer Science and Engineering. After such two-year period, the Dean of the College of Engineering shall have sole discretion to determine your annual base salary; provided, however, that such annual base salary shall not exceed the annual base salary paid to you during either of the ?rst two years following your return from sabbatical. Completion of Term. Following completion of the Term (and any extension thereof), the University shall provide you and your spouse with access to the Wexner Medical Center Executive Health Program, and you will have the privilege of purchasing season tickets to football and men?s and women?s basketball games at prevailing rate and have seating options identical to those of former trustees. ?79 5-4040?) {00383437-2} 7 Non-Solicitation You agree that for a period of one year after termination of your employment as President, you shall not, other than on behalf of and for the exclusive bene?t of the University, directly or indirectly: i. Solicit or attempt to solicit any of the University?s employees to work at an institution or entity other than the University; ii. In?uence or encourage any employee of the University to terminate his or her employment relationship with the University; or Interfere with or disrupt or attempt to disrupt, or take any action that could reasonably be expected to disrupt any past or present or prospective relationship, contractual or otherwise, between the University and any entity, person, ?rm, institution, business with whom the University does business. You acknowledge and agree that the University?s remedy at law for any breach of these employment and post-employment obligations would be inadequate and that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce the provisions of this letter of offer without the necessity of proof of actual damages. Such remedy shall be cumulative, non-exclusive and shall be in addition to any other available remedy. In the event that any provision of this Non-Solicitation section is determined by a court of competent jurisdiction to be unenforceable, you understand that the court has jurisdiction to reform this Non- Solicitation section and enforce the intent of the parties to the maximum extent permitted by law. The time period re?ected in this section shall not include such time as may be required for litigation . or appeal or such time as you are in breach of the terms of this letter of offer so that such one year period shall be extended for a period equal to that in which you are in breach and such time as may be required until ?nal adjudication of any litigation or appeal. Con?ict of Interest You agree faithfully, industriously, and with maximum application of experience, ability, and talent, to devote full-time attention and energies to your duties as President. You agree not to engage in any other activity, business, profession, or occupation for compensation or otherwise which would con?ict or interfere with the performance of such duties or the best interests of the Board and/or the University. Notwithstanding the foregoing, but subject to the prior written approval of the Board, you may act or serve as a director, trustee, or committee member of any business, civic or charitable organization, provided that such activities do not con?ict or interfere with the performance of your duties to the University and are conducted in accordance with the University?s Con?ict of Interest Policy 1.30. Release from Covenants You represent and warrant that you are not restricted or prohibited, contractually or otherwise, from entering into this letter of offer and performing services as President and that your execution of and performanceunder this letter of offer is not a violation or breach of any other agreement. You represent and warrant that your current employer has agreed to release you from any non- competition, non-solicitation or other restrictive covenants. Your employment as President is contingent upon your obtaining and providing to the University such binding release signed by your current employer. ?0 ?30 {00383437-2} 8 Physical Examination Within 90 days of the Effective Date and every year that you are President thereafter, you will be required to have a comprehensive physical examination by a licensed physician, mutually agreed upon by the parties. The cost of such examination and all tests and procedures related to the examination shall be borne by the University, and a certi?cation of ?tness for duty must be submitted to the Board or its designee. Miscellaneous As a new employee of the University, the following are a few administrative details that we would like to bring to your attention: a The Ohio State University Of?ce of Human Resources web site contains the University?s human resource policies, including those for unclassi?ed senior administrative and professional employees. The rules, regulations, and policies of the University, as well as applicable state and federal law, govern your employment. 0 The University requires that a background check and reference interviews be conducted on you pursuant to Of?ce of Human Resources Policy 4.15. Your offer is contingent on the University?s veri?cation of credentials and other information required by law and/or University policies, including but not limited to a criminal background check. 0 The University is required by federal law to verify the identity and work authorization of all new employees. Accordingly, this offer is contingent?upon such veri?cation. 0 University faculty and staff are covered by the Ohio Ethics Law for public of?cials and state employees, and accordingly, after review of this information as part of your orientation, you must receive and acknowledge receipt of a copy of this law. 0 Use of any kind of tobacco is prohibited on university owned, operated or leased property. This letter of offer is intended to comply with the requirements of Section 409A of Code, and, to the maximum extent permitted by law, shall be administered, operated and construed consistent with this intent. Any reimbursements or in-kind bene?ts provided under this letter of offer that are subject to Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirements that any reimbursement is for expenses incurred during your life, but in no event later than the expiration of the Term, the amount of expenses eligible for reimbursement, or in- kind bene?ts provided, during a taxable year may not affect the expenses eligible for reimbursement, or in-kind bene?ts to be provided, in any other taxable year, the reimbursement of an eligible expense will be made no later than the last day of the taxable year following the taxable year in which the expense is incurred, and the right to reimbursement or in-kind bene?ts is not subject to liquidation or exchange for another bene?t. In addition, each payment of compensation under this letter of offer shall be treated as a separate payment of compensation for purposes of applying the- exclusion ?om Section 409A of the Code for certain short-term deferral amounts. This letter of offer shall be interpreted and construed in accordance with the laws of the State of Ohio. This letter of offer constitutes the entire agreement and understanding between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous *0 a; {00383437-2} 9 understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Please initial here ?g2 and date {'30 '30 :9 to indicate that you have fully read, understand, and agree to the terms and conditions of this addendum to your letter of o??er. NO 533-0 {00383437-2} 10 APPENDIX A PRESIDENTIAL BENEFIT AGREEMENT TERM SHEET The University will enter into a Presidential Bene?t Agreement with you re?ecting the following material terms and conditions: General Bene?t: Split dollar life insurance arrangement. Application and Issuance of Life Insurance You and your spouse will apply for one or more life insurance policies Policies: (referred to herein as ?policy?). - Policy will be issued by an insurer or insurers selected by the University. - You and, upon your death, your spouse will have all rights of the ?owner,? including the right to designate bene?ciaries and the right to take withdrawals (see below). - The University will maintain possession of policy until all contributions, plus interest at an at-market rate of return, have been repaid (collateral). Contributions: The University will make a contribution of $150,000 to the policy in September 2021 if you remain continuously employed as President through August 31, 2021. The University will make a contribution of $150,000 to the policy in September 2022 if you remain continuously employed as President through August 31, 2022. The University will make a contribution of $150,000 to the policy in September 2023 if you remain continuously employed as President through August 31, 2023. The University will make a contribution of $150,000 to the policy in September 2024 if you remain continuously employed as President through August 31, 2024. The University will make a contribution of $150,000 to the policy in September 2025 if you remain continuously employed as President through August 31, 2025. If your employment terminates prior to August 31, 2025 due to your death or disability, you will be entitled to the contributions that would have, but have not yet, been made in September of 2021, 2022, 2023, 2024 and 2025 if you had remained continuously employed as President. All contributions will be treated as loans for tax purposes. Withdrawals Prior to Death Bene?t: No withdrawals may be made under policy until a?er your termination of employment with the University or, if earlier, your disability. Following such event, withdrawals may be made from the cash value. '9 c-aoww {00383437-2} Death Bene?ts: Following your and your spouse?s deaths, the death bene?t of policy will be payable as follows: - Contributions paid plus interest at an at-market rate of return to the University; and - Balance of the death bene?t to your and your spouse?s bene?ciaries. Tax Treatment: Intended to comply with the ?loan regime.? The parties acknowledge that the University has not and will not provide tax advice to you regarding the Presidential Retirement Bene?t. The University encourages you to consult with your own tax advisors concerning the tax consequences of the bene?t. By initialing below, the University and you agree to the material terms and conditions set forth in this Term Sheet, and understand that a Presidential Bene?t Agreement will be forthcoming for execution. Gary Heminger, Chairman, Board of Trustees g5 Kristina M. Johnson Clad/30w {003334374} 1 2