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ene Tos Wale Bell From: yan Bamford, Director of Athletics Re: Head Coach Terms, Commitments and Compensation Date December 3, 2018 ‘This document will serve as an interim form of mutual understanding and agreement between the University of Massachusetts Amherst (‘UMASS") and Walt Bell ("COACH"), and lists the general terms of agreement (‘Agreement’) between UMASS and COACH. UMASS and COACH intend to enter into a final and formal contractual agreement to emplay COACH as the Head Coach of Football at UMASS. tis intended, understood and agreed that employment is contingent ona formal and comprehensive contract for services ("Contract") tobe finalized by the partis in the days/weeks ahead, Since both partes intend to move forward and consider @ public announcement oftheir Intent to enter into this Contract, the partes are memorializing that intent and thelr agreement to the terms set forth below, and will work together in good faith to review, execute and consummate the Contract ina mutually agreeable period of ime. UMASS and Coach acknowledge, understand, and agree that the terms and conditions contained herein shall be binding onthe partes rior to the execution of such Contract. Below are the intended commitments related to COACH'S ‘employment as the Head Coach at UMASS, ‘At ll times while employed by UMASS, COACH agrees to represent UMASS positively in all public And private forums and shall notengage In conduct that reflects adversely on UMASS o its athletic programs. COACH shall ata times personally comport himself, perform his duties and conduct the UMASS Football Program within the regulations established by the NCAA; the policies, standards and policies of UMASS, the UMASS President, and the UMASS Board of Trustees; and the laws, rules nd regulations ofthe Commonwealth of Massachusetts. In addition, itis understood that this offer is contingent upon COACH successfully completinga background review and criminal history check which is required forall new emplayees in accordance withthe Board of Trustee Policy (T10-008). In consideration ofthe foregoing, and contingent upon the negotiation and execution of the Contract, the partes agree to the fllowing terms: Terms and Compensation: [Appointment Term ("Term"); FIVE years (December 3, 2018 ~ December 2,2023) ‘Base Salary $400,000 ‘Additional Compensation (pald per month): Table Below (inclusive o speaking appearances, media fees, country club dues, annuities.and as more fully described in the Contract) YEAR T $400,000 $225,000 $625,000, YEAR 2 $400,000 $225,000 $625,000, YEAR 3 $400,000 $225,000 625,000 YEAR $400,000 $225,000 $625,000, YEARS __ $400,000 ___§225.000 ____$625000_ Total Comp $2,000,000 $1,125,000 $3,125,000 Retention Payments: UMASS will pay COACH a retention bonus if COACH is head COACH on the dates below, such payment to be made within fiteen (15) days ofeach applicable date: PAYMENT #1: July 1.2020, PAYMENT #2: July 1, 2024, PAYMENT #3: July 1, 2022 PAYMENT #4 July 1, 2023, $25,000 $25,000 $25,000 $25,000 Benefits: Eligible forall non-unit personnel employee benefits normally accrued, including cost-of- living and merit based increases, {Additional Compensation: ‘+ Temporary Housing: UMASS shall provide COACH with a housing stipend for three months at $3,000/month (Total $9,000), ‘Moving Expenses: UMASS shallbe responsible forall reasonable actual moving expenses up to 59% of the base salary ($20,000) within the first 12 months of the term 03 will provide COACH with a $25,000 signing bonus. ‘+ Season Tickets: UMASS shall provide sixteen (16) season tickets for each fotball home game. ‘+ Country Club Membership: UMASS shall provide COACH with an annual personal country cub ‘membership at no cost toa club at UMASS choosing. ‘+ CarStipend: UMASS shall provide COACH with a courtesy carat no cost or $1,000/month ina car stipend, + Adidas Promotional Credit: UMASS shal provide COACH with $10,000 ir promotional credit to bbe spent between December 1,2018 June 30, 2019 in Year One; and between July 1~ June 30 In each subsequent year. ‘Spousal travel: spouse shall be permitted ta travel to all away contests, including post-season, ato cost Performance Based Additional Compensation: Academic ‘+ Single-Vear APR clause: UMASS shall provide a bonus of $15,000 foreach Academic Year in which the Single-Year Academic Progress Rate Report (APR) for the football program is 950-979; a ‘bonus of $25,000 when the Single-Year APR is 980-1000. First allowable bonus occurs when Single/ Multi-Year APR reportis calculated in the Spring of 2020; and/or ‘+ Multi-Year APR clause: UMASS shall provide a bonus of $15,000 for each Academic Year In ‘which the Mult-Vear Academic Progress Rate Report (APR) forthe football program is above ‘940; Te firstallowable bonus occurs when the Single/Mult-Vear APR reportis calculated in the Spring of 2020, Compsitive (all cumulative except Total Wins in Season category) ‘+ Win versus BYU, Notre Dame or any current Power Five Conference opponent: $25,000 ‘+ Conference Coach ofthe Year (ifapplicable): $15,000 ‘+ National Coach ofthe Year: $25,000, ‘+ Bow! Appearance: $25,000 “+ Bow Win: $15,000, ‘+ Colege Football Playoft (CFP) Affiliated (‘New Years Six") Bow! Appearance: $50,000, + Colege Football Playoff (CFP) Aflinted ("New Years Six) How Win; $50,000 + GFP Semi-final Game Appearance: $100,000 ‘CPP National Championship Game Appearance: $150,000 ‘© CFP National Champion: $250,000 ‘Total Wins Ina Season Against NCAA Division | Bow/ Countable Opponents (non-cumulative): © Six (6) regular season wins: $10,000 (© Seven (7) regular season wins: $15,000 (© Eight (8) regular season wins: $20,000, (© Nine to Twelve (9-12) regular season wins: $30,000 Other Considerations: ‘Termination by UMASS Without Cause: LF UMASS elects to terminate the Contract for reasons other than for cause, COACH i entitled to a [payment by UMASS according tothe following timeline, should termination occur. The buyout payment willbe reduced by a financlal offset for any football related salary (coaching, Adminstraton/ management or television, and as more fully described inthe Contract) earned by CCOACH during the remaining buyout period Total comp is defined as base salary plus adltional ‘compensation forthe calculation of any monies paid by UMASS to COACH, ‘+ InYear 1: December 3,2018 - December 2,2019 ‘© Payment equals 100% remaining value of total comp in Year 1, 100% of total comp for Year 2, 100% of total comp for Year 3, 100% of total comp for Year 4 and 100% of total comp for Year. + In Year 2: December 3, 2019 - December 2, 2020 ‘©. Payment equals 100% remaining value of total comp in Year 2, 10096 of total comp for Year 3,758 of total comp for Year 4 and 75%6 of total comp for Year + In Year 3: December 3,2020 - December 2, 2021 ‘©. Payment equals 100% remaining value of total comp in Year 3, 7846 of total comp for Year 4 and 7546 of total comp for Year. ‘+ InYear 4: December 3,2021 ~ December 2, 2022 © Payment equals 10096 remaining value of total comp in Year 4 and 7546 of total comp for Years, ‘+ InYear 5: December 3,2022 ~ December 2,2023 (© Payment equals 75% remaining value of total comp in Year. ‘Termination by COACH (Coaching. adminisration/management or television jab only): IF COACH resigns his postion as Head Football COACH at the University before completing the fll term of the Contract, COACH shal pay the University as liquidated damages, upon conclusion of his ‘employment, in the amounts specified as follows: ‘Within the fist 2 years buyout = $1,500,000 (December 3, 2018 December 2, 2020) In Year 3 buyout = $1,000,000 (December 3,2020 ~ December 2,2021) In Year 4 buyout = $750,000 (December 3, 2021 ~ December 2, 2022) In Year 5 buyout = $500,000 (December 3, 2022 - December 2,2023) IW WSS WHERE COA and UMASS ave xed his Memorandum of Understanding onthis 3@° day of DeegrnBER. 2018. nies Director of Athletes d Me Ik. oor pis ee 2, 2018 bee 7 2a. Date ‘Rumble Subbaswamy, Chancellor Jo iL Date

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