Helfrich Contract Proposal

ExecutiveandAuditCommittee
February9,2015
SupplementalMaterial
AgendaItem#4
Page 1 of 34
EmployeeContracts
Overview
BoardofTrusteesapprovalissoughtfortwoemploymentcontracts.Employmentmattersfor
individuals other than the President of the University (the President) are delegated to the
President.However,theBoardhasretainedauthorityovercontractsandinstrumentstotaling
$5,000,000 or more. Renewed employment agreements for Rob Mullens, Director of
IntercollegiateAthletics,andMarkHelfrich,headcoachoftheintercollegiatefootballteam,are
inexcessofthatamountwhenanticipatedcompensationissummedforthespecifiedterms.
Materialsforthisagendaitemthatfollowinclude:
- AletterfromPresidentColtraneregardingtheproposedMullenscontract
- Aresolution,includingtheMullenscontractasExhibitAthereto
- Aresolution,includingtheHelfrichcontractasExhibitAthereto
- AchartindicatingHelfrichscompensation(currentandproposed)relativetopeers
Abriefsummaryofbasepayandperformanceincentivesisbelow.
Mullens
Term
6years
Basesalary $700,000/year
Incentives:
- For the extraordinary work required if the football team participates in a postseason
bowlgameortournament($50,000)
- Fortheextraordinaryworkrequiredifeitherorbothofthemensorwomensbasketball
teamsparticipateintheNCAAtournament($25,000)
- ForhisperformanceasathleticdirectoriftheUniversityplacesintheannualDirectors
Cupstandings($10,000$25,000dependingonplacement)
- FortheacademicperformanceofstudentathletesbasedontheAcademicProgressRates
(APR)($20,000$50,000basedonAPR)
Helfrich
Term
5years
Basesalary Year1$3.15M;Year2$3.3M;Year3$3.5M;Year4$3.7M;Year5$3.85M
Incentives:
- AcademicperformanceofthefootballteambasedonAPR($50,000$100,000)
- AcademicperformanceofthefootballteambasedonGPA($25,000$100,000)
- Bowlgameparticipation($50,000$200,000dependingongame)
- NationalChampionshipwin($500,000
PAC12Championshipwin($150,000)
- PAC12NorthDivisionwin($50,000)
- APNationalCoachoftheYear($25,000)
- FinalAPranking110($60,000)
- 10+regularseasonwins($100,000$450,000dependingontotalnumberofwins)
EmployeeContracts
Page1
Page 2 of 34
Dear Chair Chuck Lillis and University of Oregon Board of Trustees,

I am pleased to present for your consideration a contract agreement between the University
of Oregon and Athletic Director Rob Mullens that will allow the university to retain Mullens
through October 2019. With this step, the UO is securing its position among the nations top
athletic departments and continuing our commitment to competitive excellence in
collegiate athletics.
In his four years with the University of Oregon, Mullens has proven himself as a strong
leader on campus, in the Pac-12, and in all of collegiate athletics. He is a valuable member
of the university leadership team, a careful steward of university resources, and deeply
committed to ensuring our student-athletes are successful by every measure.
Mullens has presided over one of the most successful eras in the University of Oregons
history. During his tenure, Duck student-athletes have set milestone records both on the
field and in the classroom. Among his many accomplishments, Athletics Director Mullens
has:
guided Oregon to the top 15 in the Directors Cup, a national assessment of an athletic
departments overall achievements;
improved the Ducks academic standards by increasing the graduation success rate to
82% and averaging more than 100 academic all-conference students annually;
led UO teams to eleven national championship wins and 17 conference titles, as well
as the football programs Rose Bowl win and College Football Playoff Championship
appearance just last month.
Additionally, Mullens management of the Department of Intercollegiate Athletics has been

recognized nationally for its fiscal efficiency, ranking first in the Pac-12 and in the top ten
nationally. The university is one of only a handful of institutions nationwide that is
financially self-sufficient. Mullens has also helped Oregon gain unprecedented brand
recognition and loyalty. The university looks to its athletic department as a model of
competitive excellence.
I am keenly aware of our critical need to manage the universitys finite resources carefully. I
believe this contract is fair, appropriate, and a good investment in retaining one of the top
athletic directors in the nation. This new $700,000 annual salary will move him just above
the midpoints among for Pac-12 public universities. Securing his continued employment at
the UO is an important step to the universitys continued success.
I urge you to join me in recognizing Rob Mullens many successes and authorize this
contract.
Sincerely,
Scott Coltrane
Interim President
Page 3 of 34
Executive and Audit Committee

Board of Trustees of the University of Oregon
Resolution: Authorization to Execute Certain Employment Agreement (Mullens)
Whereas, the University of Oregons Department of Intercollegiate Athletics is ranked as one of
the most efficient athletic departments in the nation;
Whereas, the leadership of Intercollegiate Athletics Director Rob Mullens (Mullens) plays a large
part in the success of the program, its operational efficiency, and its financial stability;
Whereas, Mullens and the University of Oregon wish to enter into an agreement for his continued
employment at the University;
Whereas, ORS 352.107(c) grants the University of Oregon the authority to make any and all
contracts and agreements that are appropriate;
Whereas, the Policy on the Retention and Delegation of Authority requires the Board of Trustees
to approve instruments exceeding $5,000,000, and the Policy on Committees authorizes the Executive
and Audit Committee to act on behalf of the Board of Trustees;
Now, therefore, the Executive and Audit Committee of the Board of Trustees of the University of
Oregon authorizes the President of the University or his designee(s) to take all actions necessary and
appropriate to execute the agreement attached hereto as Exhibit A for the continued employment of Rob
Mullens as the University of Oregons Director of Intercollegiate Athletics.
Moved:
Seconded:
Trustee
Bragdon
Ford
Kari
Lillis
Ralph
Wilcox
Dated:
Yes
of
No
, 2015.
Initials:
Page 4 of 34
Employment Agreement
This Employment Agreement (Agreement) is entered into by the University of Oregon (University) and
Rob Mullens (Mullens).
1.
Purpose
University and Mullens have entered into this Agreement because the University desires to retain
Mullens, and Mullens desires to continue to work as an employee for the University. For these reasons,
University has agreed to employ Mullens in a salaried position, and Mullens has agreed to be employed
by the University upon the terms and conditions set forth herein.
2.
Position
2.1
Title. Mullens is employed as University's Director of Intercollegiate Athletics (Director) subject
to the terms and conditions of this Agreement.
2.2
Reporting Relationship. As Director, Mullens shall report to the President of the University.
2.3
Duties and Responsibilities. Mullens agrees to: (a) devote his best efforts, full-time to the
leadership, supervision, management, and promotion of University's Department of Intercollegiate
Athletics (Department) and its intercollegiate athletic programs (Programs); (b) be fully knowledgeable
of University, National Collegiate Athletic Association (NCAA), and Pac-12 Conference (PAC-12) policies,
rules, and regulations; (c) be responsible for the direction, enforcement, interpretation, and review of
University's intercollegiate athletic policies and Programs and recommend and make improvements
thereto; (d) develop programs and procedures that are designed with the goal of ensuring the welfare of
student athletes; (e) direct University's intercollegiate athletic activities, including management of staff,
budget, and other resources; (f) work within the Department's budget; (g) supervise and use best efforts
to ensure rule compliance by coaches and other employees of Department; (h) abide by all applicable
laws, rules, and regulations, including University, NCAA and PAC-12 rules and regulations; (i) provide
leadership for public relations programs and develop campus and community support for the University,
the Department and the Programs; (j) implement policy directives from the University, NCAA, PAC-12,
accrediting associations, and athletic associations; (k) schedule intercollegiate athletic games ; (I)
understand, observe and uphold all academic standards, requirements, and policies of the University;
(m) maintain effective relations with the NCAA, PAC-12 and University alumni, students, faculty, and
staff; (n) ensure that all Department employees are evaluated in accordance with University policy on an
annual basis; (o) provide an environment for the proper conduct of activities related to admissions,
financial aid, benefits, academic eligibility, and recruiting; (p) promote the University's officially stated
priorities for the Department such as increasing participatory opportunities for women; (q) promote
University's commitment to equal opportunity and affirmative action in employment; (r) staff the
Department with individuals who subscribe to the University's mission and educational and ethical
standards; (s) lead and direct fund raising for the Department; (t) encourage student-athletes to achieve
the best grades possible, to graduate on-time, and to conduct themselves respectfully and in a way that
reflects positively on themselves and the University; and (u) perform other duties generally associated
with the position of athletic director at a major Division I-A university as reasonably assigned by the
President. University acknowledges that Mullens' obligations under this Section 2.3 may be assigned to
employees in the Department, but Mullens shall be ultimately responsible for meeting the obligations
set forth in this Section 2.3, excluding, however, that Mullens shall not be responsible for failures of
Mullens' staff of which he could not be expected to know.
Page 5 of 34
2.4
Ethical Responsibilities: The University has established a tradition of ethical conduct at all levels
of University life. In accordance with this tradition, Mullens, as the head of the Department, agrees to
represent the University in an honorable and ethical manner at all times. Standards for the ethical
conduct of Department staff are established and enforced by the University, the PAC-12 Conference and
the NCAA. In addition, University Internal Management Directive 8.036 (previously State Board of Higher
Education Internal Management Directive) reflects and specifies certain requirements regarding ethical
conduct, as does University's Conflict of Interest and Conflict of Commitment policies, each of which, as
amended from time to time, shall be deemed a part of this Agreement. Mullens further agrees to
comply with, and use his best efforts to cause Department employees to comply with, all applicable
constitutions, bylaws, interpretations, laws, policies, rules or regulations relating to the conduct and
administration of the Department and the Programs. If Mullens becomes aware, or has reasonable
cause to believe, that violations of applicable constitutions, bylaws, interpretations, laws, policies, rules
or regulations have taken place, he shall report them promptly (and in all cases within seven days) to the
President of the University or the Presidents designee.
2.5
Mullens also agrees that, notwithstanding the provisions of Section 4.6 below, during the Term
of this Agreement he will not engage, directly or indirectly, in any business which would significantly
detract from his ability to apply his best efforts to the performance of his duties and responsibilities.
Mullens also agrees not to usurp any corporate opportunities of University.
2.6
The parties agree that any reference herein to the terms "reassignment," "reassigned," and the
like shall be related solely to the University's right to re-assign Mullens pursuant to OAR 580-021-0318.
Otherwise, the University shall have no right to assign Mullens to an employment position other than
athletic director during the Term hereof.
3.
Term of Agreement
The term (Term) of this Agreement shall be for a period of six (6) years, which begins on January 1, 2015,
and ends at 11:59 pm Pacific Time on January 2, 2021, at which time this Agreement shall expire without
penalty to either party. Each contract year (Contract Year) shall be any twelve (12) consecutive month
period during the Term from 12:00 am January 1 to 11:59 pm on the immediately following January 2.
4.
Compensation
4.1
General. Mullens is entitled to compensation as identified in this Agreement. Mullens may earn
supplemental income related to his employment as and to the extent approved by the University and
consistent with NCAA and PAC-12 regulations. All payments from University are subject to applicable
deductions and withholdings for tax purposes and employee benefit programs in which Mullens
participates. All payments are also subject to the terms and conditions in Sections 6 and 7 regarding
termination of this Agreement.
4.2
Salary. University shall pay Mullens a guaranteed base salary (Base Salary) of seven hundred
thousand dollars ($700,000) per Contract Year for his performance of his duties and responsibilities
under this Agreement. Mullens' Base Salary shall be paid in equal installments on the University's
regular pay days.
Page 6 of 34
4.3
Fringe Benefits
a.
Mullens shall be entitled to participate in the University fringe benefits offered to other
employees that share his status as an Officer of Administration. These include (but are not limited to)
group life insurance, medical, dental, and vision insurance; moving expense reimbursement; paid
vacation and sick leave; disability insurance; participation in the Universitys Optional Retirement Plan;
and opportunities to invest in tax deferred annuities and deferred compensation plans.
b.
Mullens will receive reimbursement for all business-related travel and out-of-pocket expenses,
including travel expenses for his spouse (whenever deemed appropriate by the President), consistent
with University policy.
c.
University shall provide to Mullens at all times during the Term of this Agreement while Mullens
is Director two courtesy cars. The Department will insure Mullens' car for official business, but Mullens
must provide automobile liability (no less than $1 million limit) and collision insurance for personal use
of the cars. Should University be unsuccessful in obtaining either or both courtesy cars for Mullens,
Mullens shall receive a stipend of $600 per car per month in lieu of a courtesy car.
d.
During the Term of this Agreement while Mullens is Director, Mullens will be provided with
membership in the Eugene Country Club if such a membership is available (and if not available then an
available membership in a country club of Mullens' choice in the Eugene area). The Athletic Department
will pay initiation fee, monthly dues and approved business-related expenses. Mullens will be
responsible for any personal charges including, but not limited to, electric carts, lockers, restaurant
charges, and lessons. This membership is provided to assist in fund-raising efforts. Should Mullens be
reassigned, Mullens' continued membership will depend on the wishes of the Eugene Country Club,
needs of the new position and its relative utility to promotional and fund-raising functions.
e.
During the Term of this Agreement while Mullens is Director, Mullens will be provided with a
family membership at the Downtown Athletic Club if such a membership is available (and if not available
then an available membership in an athletic club of Mullens' choice in the Eugene area). This
membership is conditioned on the Downtown Athletic Club's waiver of the membership fee and the
monthly fee for Mullens' membership. Mullens will be responsible for any personal charges including,
but not limited to, lockers, restaurant charges, and lessons. This membership is provided to assist in
fund-raising efforts. Should Mullens be reassigned, Mullens' continued membership will depend on the
wishes of the Downtown Athletic Club, needs of the new position and its relative utility to promotional
and fund-raising functions.
f.
During the Term of this Agreement while Mullens is Director, he shall receive 8 complementary
tickets to men's basketball and football home games; the opportunity to purchase 25 tickets to each
home football game; and a reasonable number of complementary tickets for other sports. During the
term of this Agreement while Mullens is Director, he shall also have at his disposal for personal and
fundraising purposes the Athletic Director's suite in Autzen Stadium for all University intercollegiate
athletic events held at that venue.
g.
During the Term of this Agreement while Mullens is Director, Mullens will be eligible to receive a
reasonable amount of apparel, equipment, and shoes from University's contracted provider.
Page 7 of 34
4.4
Performance Incentives
Each Contract Year during the Term of this Agreement if Mullens remains Director, Mullens will be
eligible to receive performance incentive payments as follows:
a.
If University's football team participates in a post-season bowl game or tournament, Mullens
shall receive supplemental compensation in consideration of the additional and extraordinary work that
he is required to perform as part of the University's participation in such events. Such supplemental
compensation shall be $50,000.
b.
If University's men's or womens basketball teams (or both) participates in the NCAA
tournament, Mullens shall receive supplemental compensation in consideration of the additional and
extraordinary work that he is required to perform as part of the University's participation in such events.
The supplemental compensation is not cumulative and shall total $25,000 if the University's men's or
womens basketball teams (or both) participates in the NCAA tournament.
c.
Mullens shall receive supplemental compensation in consideration of the extraordinary work he
will have performed for University's placement in the Director's Cup standings as follows:
49th place to 30th place
9th place to 1st place
$10,000
$15,000
$20,000
$25,000
These sums set forth in this Section 4.4(c) are not cumulative. If earned by Mullens, the incentive
payments shall be made within forty-five (45) days following the season in which such incentive
payments are earned.
4.5
Academic Incentives
For each Contract Year during the Term of this Agreement if Mullens remains Director, Mullens will be
eligible to receive incentive payments based on the four-year rolling Academic Progress Rates of
University student-athletes as follows:
At least 950 but less than 960
At least 980
$20,000
$30,000
$40,000
$50,000
These sums set forth in this Section 4.5 are not cumulative. If earned by Mullens, the incentive payment
shall be made within forty-five (45) days of the date upon which the NCAA academic progress rate data
is available to University.
4.6
Opportunities to Earn Outside Income.
a.
The following general terms and conditions shall apply whenever Mullens wishes to earn outside
income related to his expertise, experience, or occupation as a director of athletics: (i) Any outside
activities shall not interfere with the full, complete, and satisfactory performance of Mullens' duties and
obligations as a University employee, recognizing always that his primary obligations lie with the
University; (ii) In no event shall Mullens knowingly accept or receive directly or indirectly any monies,
Page 8 of 34
benefit, or any other gratuity whatsoever from any person, corporation, University booster club or
alumni association or other benefactor if such action would violate NCAA or PAC-12 Conference
legislation or the constitution, bylaws, rules and regulations, or their interpretations in effect at the
time; changes to such legislation, constitution, bylaws, rules and regulations or interpretations
automatically apply to this Agreement without the necessity of written modification; (iii) Mullens shall
disclose to, and obtain the advance written approval of, his reporting superior (or that person's
permitted designee) before entering into agreements for outside income or in-kind or financial benefits.
Subject to other terms of this Agreement, such approval shall not be unreasonably withheld as to
arrangements not directly related to the Director's responsibilities, information and activities. Except as
required by the University, Mullens shall not endorse or be a spokesperson or celebrity personality for
goods or services manufactured, sold or provided by persons or entities other than those with which
University has contracted, without prior written approval of University.
b.
Any income produced by outside activities is independent of this Agreement, and University
shall have no responsibility or liability for any loss of such outside income resulting from termination of
this Agreement or from the reassignment of Mullens, regardless of Mullens' expectations based on past
history or representations and regardless of whether either party could have foreseen or contemplated
such a loss upon termination or reassignment or whether such a loss resulted directly or indirectly from
the termination or reassignment.
c.
Mullens shall not earn outside income from any internet, television or radio broadcasts. Except
for spontaneous, live interviews consistent with any restrictions arising out of University's Agreement
with IMG, Mullens shall not provide any such services, commentary or performance relating to
University of Oregon athletics except as consistent with University's Agreement with IMG unless
approved by the President.
d.
The University reserves the right to deal directly with manufacturers, importers, or distributors
of shoes, apparel or equipment, and to negotiate and contract for usage and endorsement of their
products. Mullens shall not enter into any such contracts.
e.
Mullens shall provide, as and when directed by the University, a detailed accounting in writing
of all income and benefits from all sources outside the University.
4.7
Deferred Compensation.
University shall contribute $50,000 per Contract Year to a deferred compensation program selected by
University in its sole discretion. Such contributions are not part of Mullens' Base Salary. University shall
have no responsibility or liability for reduction of present or future income derived from deferred
compensation should Mullens be terminated under Sections 6.1, 6.2, or 7.2 of this Agreement or
reassigned.
4.8
Retention Incentive.
If Mullens fully performs all obligations outlined in this Agreement through the fourth year of the
Agreement (January 2, 2019), University shall pay Mullens a retention incentive of one hundred
thousand dollars ($100,000). If Mullens fully performs all obligations outlined in this Agreement through
the fifth year of the Agreement (January 2, 2020), University shall pay Mullens an additional retention
incentive of two hundred thousand dollars ($200,000). If Mullens fully performs all obligations outlined
in this Agreement through the sixth year of the Agreement (January 2, 2021), University shall pay
Page 9 of 34
Mullens an additional retention incentive of three hundred thousand dollars ($300,000). Accordingly,
the total retention incentive for Mullens shall be $600,000 if he performs all obligations outlined in this
Agreement through the sixth year of the Agreement ($100,000 at the end of year four + $200,000 at the
end of year five + $300,000 at the end year six). If earned by Mullens, the incentive payments shall be
made within forty-five (45) days of the date Mullens completes the contract year as articulated in
Section 3 of this Agreement.
4.9
Eligibility for Salary Increases.
Mullens shall be eligible for annual salary increases to the same extent, and in the same manner, that
such increases are available to other University Officers of Administration.
5.
Performance Evaluations
The President will evaluate Mullens' performance of his job duties and responsibilities annually on the
same basis as performance evaluations are done for other employees of Mullens' classification. These
evaluations may take into account prior evaluations and the expectations and goals set for Mullens in
such prior evaluations. As part of the evaluation process, win-loss record of teams, post-season
appearance performance (if any), and fund-raising and revenue-generating success shall be taken into
account and evaluated against comparably situated and funded Division 1 intercollegiate athletics
programs.
6.
Termination without Cause
6.1
Termination due to Death or Disability.
a.
This Agreement shall terminate upon Mullens' death. This Agreement shall also terminate upon
Mullens' "total disability" (within the meaning of such term in University's disability insurance for
employees of Mullens' classification or within the meaning of Oregon Public Employees Retirement
System (PERS) regulations or federal Social Security Administration Regulations.
b.
If this Agreement is terminated pursuant to this section because of Mullens' death, Mullens'
compensation and all other benefits shall terminate as of the calendar month in which death occurs,
except that his estate or other designated beneficiary shall be paid all such death benefits, if any, as may
be contained in any benefit plan now in force or hereafter adopted by University and due to Mullens
pursuant to that plan. Mullens' dependents' continued eligibility for benefits shall be in accordance with
the standard eligibility of dependents of Officers of Administration at the University. In addition,
University shall pay to Mullens' estate any compensation already fully earned but not yet payable under
this Agreement.
c.
If this Agreement is terminated because Mullens becomes totally disabled, Mullens shall
continue to receive the Guaranteed Salary and any other standard University fringe benefits provided
for under this Agreement until such time as Mullens becomes eligible for (even if subsequently paid
retroactively) total disability benefits from PERS, Social Security, or a private or group insurer, whichever
first occurs. At the end of such transition period, if any, all compensation and other University fringe
benefits shall terminate.
Page 10 of 34
6.2 Termination by University (not for cause)

a.
The University shall have the right to terminate this Agreement at any time for any or no reason.
Such termination shall be effectuated by delivering to Mullens written notice of University's intent to
terminate this Agreement without cause, and shall be effective upon the later of a date stated or thirty
(30) days after University's mailing of such notice. University shall not be obligated to state a reason for
termination of Mullens without cause. If University exercises its right under this Section 6.2, Mullens
shall be entitled to damages only as provided for in Section 6.2.b below.
b.
If University terminates this Agreement under this Section 6.2, University shall pay to Mullens,
as liquidated damages, the following:
The Base Salary due to Mullens for the remainder of the scheduled Term of the
Agreement.
c.
University's obligation under Section 6.2.b shall not accrue interest (so long as not in arrears)
and shall be paid in equal installments on the regular paydays of the University over the balance of the
scheduled Term of this Agreement. University's obligations shall be subject to Mullens' duty to mitigate,
as set forth in Section 6.2.e. Mullens will not be entitled to any employee benefits except as otherwise
provided herein or required by applicable law. In no case shall University be liable for the loss of any
collateral business opportunities or any other benefits (including unemployment compensation), or
perquisites, or income resulting from activities such as but not limited to, camps, clinics, media
appearances, broadcast talent fees, apparel, equipment or shoe contracts, consulting relationships, or
from any other (inside-the-University or outside-the-University) sources that may ensue as a result of
University's termination of this Agreement under this Section 6.2.
d.
Mullens and University have bargained for and agreed to the foregoing liquidated damages
provisions, giving consideration to the fact that termination of this Agreement by University under this
Section 6.2 may precipitate or lead to Mullens' loss of certain salary, benefits, supplemental
compensation or other economic advantages or income related to his employment at the University,
which damages are extremely difficult to determine fairly, adequately, or with certainty. The parties
further agree that the payment of such liquidated damages by University shall constitute sufficient,
adequate and reasonable compensation to Mullens for any loss, damages or injury Mullens suffers
because of such termination by University. The foregoing shall not be, nor be construed to be, a penalty.
e.
If University terminates this Agreement under this Section 6.2, Mullens agrees to mitigate
University's obligations to pay liquidated damages under Section 6.2.b by making reasonable, good faith,
and earnest efforts to obtain comparable employment at a university that competes on the NCAA
Division 1-A level, or with the NCAA as soon as reasonably possible after termination of this Agreement
pursuant to this Section 6.2. Comparable employment is employment as a Division 1-A athletic director.
Should Mullens obtain such comparable employment, University's financial obligations under this
Agreement, including Section 6.2.b, shall cease so long as Mullens' monthly compensation, excluding
reasonable and usual non-monetary fringe benefits such as health and life insurance,
401(k)/pension/retirement plans, club memberships and use of vehicles, is equal to or greater than
University's obligation to pay liquidated damages under Section 6.2.b, prorated on a monthly basis. If
Mullens' monthly compensation, excluding reasonable and usual non-monetary fringe benefits, from
such new employment is less than University's monthly obligation to pay liquidated damages under
Section 6.2.b, the amount of University's obligation to pay liquidated damages shall be reduced by the
Page 11 of 34
amount of Mullens' compensation, excluding reasonable and usual non-monetary fringe benefits, from
such new employment. Mullens shall promptly inform University of changes in his employment status
(including monthly salary and type and value of fringe benefits that are included in the calculation of
Mullens' compensation) for purposes of the implementation of this Section 6.2.e.
6.3
Termination by Mullens
a.
Mullens recognizes that his promise to work for the University for the entire Term of this
Agreement is of the essence of this Agreement. Mullens also recognizes that University is making a
highly valuable investment in his continued employment by entering into this Agreement and that its
investment would be lost were he to resign or otherwise terminate his employment with the University
prior to the expiration of the Term of this Agreement. In recognition of these facts, the parties agree
that Mullens' decision to terminate this Agreement without cause prior to its expiration will be subject
to the following terms and conditions. For purposes of this Section 6.3, "cause" shall be defined as a
material breach of this Agreement by University.
b.
Mullens will not seek or apply for other employment without prior notice to the President.
c.
If Mullens terminates this Agreement without cause during its term, he must give University
thirty (30) days advance written notice. Simultaneous with such notice, Mullens shall inform University
in writing of his employment plans (if known) following the termination of his employment with
University.
d.
Termination without cause by Mullens shall require Mullens to pay University liquidated
damages as follows: Zero liquidated damages.
e.
Mullens and University have bargained for and agreed to the foregoing liquidated damages
provisions, giving consideration to the fact that termination of this Agreement by Mullens under this
Section 6.3 may precipitate or lead to University's loss of Mullens' personal services and continuity of
leadership in the Department, monetary damages for which are extremely difficult to determine fairly,
adequately, or with certainty. The parties further agree that the payment of such liquidated damages by
Mullens shall constitute sufficient, adequate and reasonable compensation to University for any loss,
damages or injury University suffers because of such termination by Mullens. The foregoing shall not be,
nor be construed to be, a penalty.
7.
Termination for Cause and Discipline
7.1
Mullens may be disciplined as determined by the President for: (a) any reason for which an
Officer of Administration may be disciplined; (b) for a violation of any material constitution, bylaw,
interpretation, rule, regulation, or policy of the NCAA, PAC-12, or University; or (c) any material violation
of local, state or federal law. Discipline under this provision may be in addition to discipline imposed by
the NCAA or the PAC-12 conference. Depending on the violation, the President may impose a
reprimand, assess a fine (of a day's pay or more), suspend (with or without pay) or, consistent with
Section 7.2, terminate Mullens. Mullens shall cooperate fully with any University personnel in the course
of any investigation of illegal or prohibited behavior on the part of students, boosters, employees,
administrators, volunteers, or agents of the University.
7.2
University shall have the right to terminate this Agreement for cause prior to its expiration.
Mullens waives any procedural rights he may have except those contained in this Agreement. If
Page 12 of 34
University is considering termination for cause, Mullens shall be notified of the grounds and shall have
the opportunity to present a statement of denial, explanation or excuse before such termination is
finalized.
a.
"Cause" shall mean, in addition to its meaning in OAR 580-21-325(2), any of the following: (i) A
deliberate and serious violation of the duties outlined in this Agreement or refusal or unwillingness to
perform such duties in good faith and to the best of Mullens' abilities; (ii) Conduct constituting a
violation of any criminal statute involving moral turpitude or conduct constituting the commission of a
state or federal felony crime; (iii) A serious and knowing violation of any law, rule, regulation,
constitutional provision, bylaw, or interpretation of the University, PAC12 Conference or the NCAA,
which may, in the sole good faith and reasonable judgment of University, reflect or impact adversely
upon University or its athletic program or which may likely result in University being placed on probation
by the PAC12 Conference or the NCAA, including any violation which may have occurred during prior
employment at another NCAA member institution, either by Mullens or, if known to Mullens, by any
person Mullens directly supervises or directs; or (iv) Absence from duty of 30 continuous days (except
due to family emergency or crisis or an illness documented by a licensed physician) or 30 business days
in any twelve (12) month period (except due to family emergency or crisis or an illness documented by a
licensed physician) without the consent of the President (which shall not be unreasonably withheld);or
(v) Any cause adequate to sustain the termination of any other Officer of Administration.
b.
If this Agreement is terminated for cause (as defined above) by the University, all obligations of
University to make further payments or to provide any other consideration (notwithstanding OAR
580021-0365) shall cease as of the end of the month in which such termination occurs. In no case shall
University be liable to Mullens for the loss of any collateral business opportunities or any other benefits,
perquisites or income whether from University or other sources if the University terminates this
Agreement for cause.
7.3
Mullens shall have the right to terminate this Agreement without any liability to him in the
event that the University breaches any of its material obligations hereunder.
8.
Miscellaneous
8.1
This Agreement will be governed and construed in accordance with the laws of the State of
Oregon without regard to principles of conflicts of law. In no event shall any part of this Agreement be
construed as a waiver by the State of Oregon of its sovereign and governmental immunities or limits of
liability enforceable in the courts of the State of Oregon.
8.2
The captions or headings in this Agreement are for convenience only and in no way define, limit,
or describe the scope or intent of any provisions of this Agreement.
8.3
The parties agree that if any term or provision of this Agreement is declared by a court of
competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and
provisions will not be affected, and the parties agree to attempt to substitute for any illegal, invalid, or
unenforceable provision a valid or enforceable one, which achieves the economic, legal and commercial
objectives of the invalid or unenforceable provision to the greatest extent possible.
8.4
No waiver, consent, modification, or change of any term of this Agreement shall bind either
party unless the same is in writing and signed by both parties and all necessary approvals have been
obtained. Such express waiver, consent, modification, or change, if made, shall be effective only in the
specific instance and for the specific purpose set forth in such signed writing. Failure of either party to
Page 13 of 34
enforce any provision of this Agreement shall not constitute a waiver of the right to future enforcement
of that or any other provision.
8.5
This Agreement may be executed in counterparts, and via facsimile or electronically transmitted
signature (i.e. emailed scanned true and correct copy of the signed Agreement), each of which will be
considered an original and all of which together will constitute one and the same agreement. At the
request of a party, the other party will confirm facsimile or electronically transmitted signature page by
delivering an original signature page to the requesting party.
8.6
This Agreement may be publicly disclosed in its entirety.
8.7
Mullens' position as Director is not tenure-related and has no academic rank.
8.8
This Agreement, together with all incorporated documents and exhibits attached hereto and
referenced herein, constitutes the entire agreement between the parties with respect to the subject
matter hereof and merges all prior and contemporaneous communications with respect to such subject
matter. This Agreement shall not be modified except by a signed writing dated subsequent to the date
of this Agreement and signed by Mullens and on behalf of University by its duly authorized
representative. The parties hereby acknowledge and agree that this Agreement has been negotiated by
the parties and their respective counsel and shall be interpreted fairly in accordance with its terms and
without any strict construction in favor of or against either party.
8.9
All notices, claims, requests, demands and other communications hereunder shall be made in
writing and shall be deemed given if delivered or mailed (registered or certified mail, postage prepaid,
return receipt requested) as follows:
To Mullens:
Last known address on file with Human Resources
To the University:
Office of the President

1226 University of Oregon
Eugene, OR 97403-1226
Fax: 541.346.3017
8.10 University reasonably believes and will use good faith efforts to ensure that its Department of
Athletics will have sufficient funds to perform its duties and obligations under this Agreement. It is
University's intention, agreement and obligation to perform its duties and obligations under this
Agreement if funds are legally available, but University is excused from performing its duties and
obligations only to the extent and only for the period that funds are not legally available. University
represents and warrants to Mullens that this Agreement is important to the operation of the
Department of Athletics and that it anticipates that the revenues of the Department of Athletics, or
funds made available to the Department of Athletics by University's affiliated foundation, will be
sufficient to make both the compensation payments to Mullens throughout the term of this Agreement
(including years added pursuant to Section 3.01) and any sums payable to Mullens for University's
breach or termination of this Agreement. If, despite the above, University is not allotted sufficient funds
for a fiscal period by appropriation, limitation, grant, or other fund source lawfully available to it for
purposes of continuing to perform its duties and obligations under this Agreement, University shall
notify Mullens in writing of the unavailability of funds to perform this Agreement. Within 60 days after
Page 14 of 34
receiving such notice from the University, Mullens may elect to terminate the Agreement without
liability by written notice to University.
The parties indicate their acceptance of and agreement to the terms and conditions of this Agreement
by their signatures below.
Rob Mullens
University of Oregon
______________________________
Rob Mullens
__________________________________
Scott Coltrane, Interim President
______________________________
Date
__________________________________
Date
Page 15 of 34
Executive and Audit Committee

Board of Trustees of the University of Oregon
Resolution: Authorization to Execute Certain Employment Agreement (Helfrich)
Whereas, Mark Helfrich (Helfrich) is currently employed as the head coach of the University of
Oregons intercollegiate football team;
Whereas, Helfrich has led the Oregon Ducks to successful seasons during his tenure as head coach
and has shown a commitment to fulfilling the overall mission of the Universitys athletic department;
Whereas, Helfrich and the University of Oregon wish to enter into an agreement for his continued
employment as the head coach of the Universitys intercollegiate football team;
Whereas, ORS 352.107(c) grants the University of Oregon the authority to make any and all
contracts and agreements that are appropriate;
Whereas, the Policy on the Retention and Delegation of Authority requires the Board of Trustees
to approve instruments exceeding $5,000,000, and the Policy on Committees authorizes the Executive
and Audit Committee to act on behalf of the Board of Trustees;
Now, therefore, the Executive and Audit Committee of the Board of Trustees of the University of
Oregon authorizes the President of the University or his designee(s) to take all actions necessary and
appropriate to execute the agreement attached hereto as Exhibit A for the continued employment of
Mark Helfrich as the head coach of the University of Oregons intercollegiate football team.
Moved:
Seconded:
Trustee
Bragdon
Ford
Kari
Lillis
Ralph
Wilcox
Dated:
Yes
of
No
, 2015.
Initials:
Page 16 of 34
Employment Agreement
This Employment Agreement (Agreement) is entered into by the University of Oregon (University) and
Mark Helfrich (Coach).
1.
Purpose
University and Coach have entered into this Agreement because the University desires to hire Coach,
and Coach desires to work as an employee for the University. For these reasons, University has agreed to
employ Coach in a salaried position, and Coach has agreed to be employed by the University upon the
terms and conditions set forth herein.
2.
Position
2.1
Description of Coach's Responsibilities
a.
Title. Coach is employed as head coach of the University's intercollegiate football team
subject to the terms and conditions of this Agreement.
b.
Effort; Compliance. Coach agrees: (i) to devote his best efforts full time to the prompt and
efficient performance of all duties and responsibilities of a head football coach and such other reasonably
related duties and responsibilities (so long as they do not interfere with his duties and responsibilities as
head coach) as may be assigned to him from time to time; (ii) to give proper time and attention to
furthering his responsibilities to the University; (iii) to comply with all rules, regulations, policies, and
decisions established or issued by the University or the President, the University Department of
Intercollegiate Athletics (Department), the Pacific-12 Conference (PAC-12), and the National Collegiate
Athletic Association (NCAA). Coach also agrees that notwithstanding the provisions of Section 4.5,
during the Term of this Agreement he will not engage, directly or indirectly, in any business or other
activity which would significantly detract from his ability to apply his best efforts to the performance of
his duties and responsibilities. Coach also agrees not to usurp any corporate opportunities of University.
Coach and University agree to implement the actions described in Exhibit A to this Agreement.
c.
General Administration as Head Coach. During the period in which University employs Coach as
head football coach, Coach agrees to perform properly, efficiently, to the best of his ability and
consistent with University standards, all duties and responsibilities of head football coach in this position.
Coach is responsible for the management and administration of all phases of the intercollegiate football
program fully in keeping with the philosophies and objectives of the Department and the University,
including compliance with NCAA, PAC-12, and University and Presidential policies, standards and
directives.
Page 17 of 34
d.
Day to Day Responsibilities as Head Coach. As head football coach, Coach's specific and essential
responsibilities include, but are not limited to: (i) Working with student-athletes involving recruitment
and selection, leadership and instruction in personal and athletic development, determining eligibility
and promoting academic progress; (ii) Developing, submitting and monitoring the football program's
annual budget to generate and maximize revenue to sustain the football program and to support other
activities of the Department; (iii) Overseeing the selection, acquisition and maintenance of uniforms and
equipment pursuant to University contracts; (iv) Arranging and conducting practices and, in conjunction
with the Athletic Director, arranging a competitive schedule, including travel plans and itineraries; (v)
Supervising personnel, including assistant and part-time coaches, graduate assistants and such others as
are identified in writing by the Athletic Director, providing orientation and training as appropriate,
conducting performance evaluations, and recommending salaries; (vi) Overseeing the conditioning,
training, safety and discipline of student-athletes including, with the approval of the Athletic Director or
designee, developing, and communicating team rules and effectively implementing them;(vii) Directing
the team and the coaching staff at all football games and events; (viii) Participating in clinics, exhibitions,
and camp activities as reasonably requested by the Athletic Director; (ix) Participating in public relations
events as reasonably requested by the Athletic Director; (x) Cooperating with other Department and
University personnel, including other coaches; and (xi) Performing other duties as reasonably requested
by the Athletic Director.
e.
Ethical Responsibilities: The University has established a tradition of ethical conduct at all levels of
University life. In accordance with this tradition, Coach, as a member of the Department, agrees to
represent the University in an honorable and ethical manner at all times. Standards for the ethical
conduct of Department staff are established and enforced by the Director of Athletics, the University,
the PAC-12 Conference and the NCAA. In addition, Internal Management Directive 8.036 reflects and
specifies certain requirements of the Board regarding ethical conduct, as does University's Conflict of
Interest and Conflict of Commitment policies, each of which, as amended from time to time, shall be
deemed a part of this Agreement. Coach further agrees to comply with, and use his best efforts to cause
his Assistant Coaches to comply with, all applicable constitutions, bylaws, interpretations, laws, policies,
standards, directives, rules or regulations relating to the conduct and administration of the football
program. If Coach becomes aware, or has reasonable cause to believe, that violations of applicable
constitutions, bylaws, interpretations, laws, policies, standards, directives, rules or regulations have
taken place, he shall report them promptly (and in all cases within seven days) to the Director of
Athletics. Coach also agrees to adhere to, to respect and to follow the academic standards, requirements
and policies of the University at all times, including with respect to the recruitment of prospective
student-athletes and the eligibility of current student-athletes and to use his best efforts to ensure that
members of his staff also do so.
Page 18 of 34
2.2
Reassignment.
The University's intent is for Coach to serve as the head coach of the intercollegiate football team
throughout the Term of this Agreement. However, Coach understands that the University retains the
right to assign Coach to other positions with different duties during the Term of this Agreement
(Reassignment). Should such Reassignment be under consideration, University shall consult with Coach
and seek Coach's Input at least thirty (30) calendar days before a Reassignment is made. In no event,
however, will Coach be assigned to a position that is not, in University's sole good faith judgment,
consistent with his education, expertise or experience, nor will Coach's Guaranteed Salary be reduced
during the Term of this Agreement. If University reassigns Coach and Coach refuses to accept such
reassignment, University must terminate this Agreement pursuant to the terms and conditions for
termination by University set forth in Section 6.2 below.
2.3
Reporting Relationship.
As head coach of the intercollegiate football team, Coach shall report to the Athletic Director.
3.
Term of Agreement
a.
The term (Term) of this Agreement shall be for a period of five (5) years, which begins on
February 1, 2015 and ends at 11:59 pm Pacific Time on January 31, 2020, at which time this
Agreement shall expire without penalty to either party. Each contract year (Contract Year) shall be
any twelve (12) month period during the Term from 12:00 am February 1 to 11:59 pm January 31.
Contract years shall be defined as follows:
February 1, 2015 January 31, 2016 = Contract Year One
February 1, 2016 January 31, 2017 = Contract Year Two
February 1, 2017 January 31, 2018 = Contract Year Three
February 1, 2018 January 31, 2019 = Contract Year Four
February 1, 2019 January 31, 2020 = Contract Year Five
b.
If the University's intercollegiate football team wins at least 11 games (one of which must be a host
or contract bowl game win or playoff game win) during any Contract Year, in Coachs sole discretion, one
Contract Year shall be added to this Agreement. This additional year shall be on the terms and conditions
of this Agreement in effect during Contract Year Five. Coach must notify the University in writing of his
desire to add such additional year within thirty (30) days following such bowl game win or playoff game
win.
4.
Compensation
Page 19 of 34
Coach is entitled to compensation as identified in this Agreement. Coach may earn supplemental income
related to his employment as and to the extent approved by the University and consistent with NCAA
and PAC-12 regulations. All payments from University are subject to applicable deductions and
withholdings for tax purposes and employee benefit programs in which Coach participates. All payments
are also subject to the terms and conditions in Sections 6 and 7 regarding termination of this Agreement.
4.1
Salary
a.
For performance of his duties and responsibilities under this Agreement (subject to the
terms of this Agreement), University shall pay Coach an annual guaranteed salary (Guaranteed
Salary) as follows:
Contract Year 1 (February 1, 2015 January 31, 2016): $3,150,000
Contract Year 2 (February 1, 2016 January 31, 2017):
Contract year 5 (February 1, 2019 January 31, 2020):
$3,300,000
$3,500,000
$3,700,000
$3,850,000
b.
Coach's Guaranteed Salary shall be paid in equal installments on the University's regular pay days.
4.2
Fringe Benefits
a.
Coach shall be entitled to participate in the University fringe benefits offered to other employees
that share his status as an Officer of Administration. These include (but are not limited to) group life
insurance, medical, dental, and vision insurance; paid vacation and sick leave; disability insurance;
participation in the Oregon University System Optional Retirement Plan; and opportunities to invest in
tax deferred annuities and deferred compensation plans.
b.
Coach will receive reimbursement for all business-related travel and out-of-pocket expenses,
including travel expenses for his spouse (whenever deemed appropriate by the Athletic Director),
consistent with University policy.
c.
University shall provide to Coach at all times during the Term of this Agreement while Coach is
head football coach two courtesy cars. The Athletic Department will insure two cars for official business,
but Coach must provide automobile liability (no less than $1 million limit) and collision insurance for
personal use of the cars. Should University be unsuccessful in obtaining the courtesy cars for Coach,
Coach shall receive a stipend of $500 per car per month in lieu of the courtesy car.
d.
During the Term of this Agreement while Coach is head football coach, Coach will be provided
with membership in the Eugene Country Club if such a membership is available (and if not available then
Page 20 of 34
an available membership in a country club of Coach's choice in the Eugene area). The Athletic
Department will pay monthly dues and approved business-related expenses. Coach will be responsible
for any personal charges including, but not limited to, electric carts, lockers, restaurant charges, and
lessons. This membership is provided to assist in fund-raising efforts. Should Coach be reassigned,
Coach's continued membership will depend on the wishes of the Eugene Country Club, needs of the new
position and its relative (to certain head coach positions) utility to promotional and fundraising functions.
e.
During the Term of this Agreement while Coach is head football coach, Coach will receive, as
part of the standard Athletic Department fringe benefit package and to help him fulfill his duties as head
football coach: twelve (12) tickets to each of the University's football team's home games and four tickets
to each home game of each of the Universitys other varsity intercollegiate athletic teams. In addition,
University will pay the costs for Coachs spouse to travel to all regular season away football games. In the
event the football team participates in post-season play, University agrees to pay the costs for Coachs
spouse and any dependent children living at home to travel to away post-season games. Coach will be
provided with use of a skybox suite during each home football game. Coach or his designee will
determine the weekly guest list, consistent with NCAA rules and regulations. University will also provide
reasonable parking accommodations for football home game events at team facilities. Coach
understands that these benefits may be subject to taxation.
f.
During the Term of this Agreement while Coach is head football coach, Coach will be eligible to
receive a reasonable amount of apparel, equipment, and shoes from University's contracted provider.
g.
During the Term of this Agreement while Helfrich is Head Football Coach, Helfrich will be provided
with a family membership at the Downtown Athletic Club if such membership is available. This
membership is conditioned on the Downtown Athletic Clubs providing University with a waiver of the
membership fee and the monthly fee for Helfrichs membership. Helfrich will be responsible for any
personal charges including, but not limited to, lockers, restaurant charges, classes and lessons. This
membership is provided to assist in promotion and fund raising efforts. Should Helfrich be reassigned,
Helfrichs continued membership will depend upon the wishes of the Downtown Athletic Club, needs of
the new position, and its relative utility to promotional and fundraising functions.
h.
Helfrich shall receive a Nike Elite allowance so long as such allowance is made available to
University by Nike.
4.3
Annual Performance Incentives
Each Contract Year during the Term of this Agreement Coach will be eligible to receive performance
incentive payments as follows:
Bowl Participation:
Page 21 of 34
National Championship Game:

Playoff/Final Four:
Host or Contract Bowl:
Any Other Bowl:
$200,000
$175,000
$100,000
$50,000
Note: Bowl participation incentives above are not-cumulative (only one can be earned per
season). The Bowl participation incentives are earned by Coach if Coach is the head football coach
at the time University has officially been invited to participate in the game or playoff.
Other Performance Incentives:
Win National Championship Game:
Win PAC 12 Championship:
Win PAC 12 North Division:
AP National Coach of Year:
Final AP Ranking 1 10:
10 Wins in Regular Season:
$500,000
$150,000
$50,000
$25,000
$60,000
$100,000
$100,000
$250,000
Note: These "other performance incentives" are cumulative. Coach must be the head football
coach on the day the pertinent incentive is actually earned or, in the case of the AP National
Coach of Year, officially announced.
If earned by Coach, the incentive payments shall be made within forty-five (45) days following the
season in which such incentive payments are earned.
4.4
Academic Incentives
For each Contract Year during the Term of this Agreement if Coach remains head football coach, Coach
will be eligible to receive academic incentive payments based on the performance of members of the
intercollegiate football team as follows:
a.
Academic Progress Rate
(i) Academic Progress Rate (not cumulative). Coach will be eligible to receive academic incentive
payments based on the multi-year Academic Progress Rate ("APR") of the football team. The APR rates
measured will be based on the following schedule:
Contract Year One (APR issued June 2016):
2014-15 academic-year APR
Contract Year Two (APR issued June 2017):
Contract Year Three (APR issued June 2018):
Contract Year Four (APR issued June 2019):
Contract Year Five (APR issued June 2020):
Page 22 of 34
(ii) All Academic Progress Rate (APR) payments will be based on the following schedule:
Academic Progress Rate
975 or greater
Payment
$100,000
$50,000
These sums are not cumulative. If earned by Coach, the incentive payment shall be made within forty five
(45) days of the date upon which the NCAA academic progress rate data is available to University. Coach
must be employed by University as Head Football Coach on the final day of the summer term for the
applicable academic year to be eligible for the APR incentive outlined in this section 4.4.a.
b.
Grade Point Average (GPA)
(i)
GPA (not cumulative). Coach will be eligible to receive academic incentives payments based on
the annual GPA of the football team. The annual GPA will be calculated using grades from the Fall,
Winter, Spring, and Summer Terms for all football student-athletes. For example, the 2014 15 annual
GPA will be calculated using the Fall 2014, Winter 2015, Spring 2015 and Summer 2015 terms.
Contract Year One (Thru Summer 2015):
2014-15 annual GPA
Contract Year Two (Thru Summer 2016):
2015-16 annual GPA
Contract Year Three (Thru Summer 2017):
2016-17 annual GPA
Contract Year Four (Thru Summer 2018):
2017-18 annual GPA
Contract Year Five (Thru Summer 2019):
2018-19 annual GPA
(ii)
All GPA payments will be based on the following schedule:

Annual GPA
3.00 or greater
2.75 2.99
2.50 2.74
Payment
$100,000
$50,000
$25,000
This incentive, if earned, shall be paid within forty-five (45) days of the date upon which the teams GPA
for the relevant Contract Year is available. Coach must be employed as Head Football Coach on the final
day of the summer term to be eligible for the incentive payment under 4.4.b. in a given Contract Year.
4.5
Opportunities to Earn Outside Income.
While Coach is Head football coach, Coach shall have the opportunity to earn income from outside the
University as a result of his position on the terms and conditions set forth herein.
a.
The following general terms and conditions shall apply whenever Coach wishes to earn outside
income related to his expertise, experience, or occupation as a football coach: (i) Any outside
Page 23 of 34
activities shall not interfere with the full, complete, and satisfactory performance of Coach's duties and
obligations as a University employee, recognizing always that his primary obligations lie with the
University; (ii) In no event shall Coach knowingly accept or receive directly or indirectly any monies,
benefit, or any other gratuity whatsoever from any person, corporation, University booster club or
alumni association or other benefactor if such action would violate NCAA or PAC-12 Conference
legislation or the constitution, bylaws, rules and regulations, or their interpretations in effect at the time,
and changes of such legislation, constitution, bylaws, rules and regulations or interpretations
automatically apply to this Agreement without the necessity of written modification; (iii) Coach shall
disclose to, and obtain the advance written approval of the Athletic Director before entering into
agreements for outside income or in-kind or financial benefits. Subject to other terms of this Agreement,
such approval shall not be unreasonably withheld as to arrangements not directly related to head
coaching responsibilities, information and activities. Except as required by the Athletic Department,
Coach shall not endorse or be a spokesperson or celebrity personality for goods or services
manufactured, sold or provided by persons or entities other than those with which University has
contracted, without prior written approval of University. Such approval shall not be unreasonably
withheld.
Coach may earn additional compensation as a result of his responsibilities operating University's
b.
football youth summer camps. Camp operation is subject to all the rules and procedures outlined in the
Athletic Department's Procedural Manual and University policy. The opportunity to operate a camp on or
using University facilities is exclusively available to Coach only while he is serving as head football coach.
University shall have no responsibility or liability for loss of camp income resulting from termination of
this Agreement. University does not guarantee any minimal camprelated income. Income shall be
determined consistent with Department procedures and practices.
c.
Any income produced by outside activities is independent of this Agreement, and University
shall have no responsibility or liability for any loss of such outside income resulting from termination of
this Agreement or from the reassignment of Coach, regardless of Coach's expectations based on past
history or representations and regardless of whether either party could have foreseen or contemplated
such a loss upon termination or reassignment or whether such a loss resulted directly or indirectly from
the termination or reassignment.
d.
Coach shall not earn outside income from pre-game, post-game or coach's show, "highlights" and
other television and radio show broadcasts. Except for spontaneous, live sideline interviews consistent
with any restrictions arising out of any University media rights holder agreement, Coach shall not provide
any such services, commentary or performance relating to University of Oregon football except as
consistent with any University media rights holder agreement unless approved by the Athletic
Department.
Page 24 of 34
e.
The Athletic Department reserves the right to deal directly with manufacturers, importers, or
distributors of athletic shoes, apparel or equipment, and to negotiate and contract for usage and
endorsement of their products. Coach shall not enter into any such contracts.
f.
Coach shall provide, as and when directed by the University, a detailed accounting in writing of
all income and benefits from all sources outside the University.
5.
Performance Evaluations
5.1
The Athletic Director will evaluate Coach's performance of his job duties and responsibilities
annually on the same basis as performance evaluations are done for other employees of Coach's
classification. These evaluations may take into account prior evaluations and the expectations and goals
set for Coach in such prior evaluations.
5.2
As part of the evaluation process, win-loss record, post-season appearance performance (if
any), recruiting success, compliance with University, Presidential, and NCAA policies, standards,
directives, rules and regulations, student-athlete academic progress, and fund-raising and revenuegenerating success shall be taken into account and evaluated against comparably situated and funded
Division 1 intercollegiate athletics programs.
6.
Termination without Cause
6.1
Termination due to Death or Disability.
a.
This Agreement shall terminate upon Coach's death. This Agreement shall also terminate upon
Coach's total disability (within the meaning of University's disability insurance for employees of Coach's
classification or within the meaning of Oregon Public Employees Retirement System (PERS) regulations
or federal Social Security Administration Regulations).
b.
If this Agreement is terminated pursuant to this section because of Coach's death, Coach's
compensation and all other benefits shall terminate as of the calendar month in which death occurs,
except that his estate or other designated beneficiary shall be paid all such death benefits, if any, as may
be contained in any benefit plan now in force or hereafter adopted by University and due to Coach
pursuant to that plan. Coach's dependents' continued eligibility for benefits shall be in accordance
with the standard eligibility of dependents of Officers of Administration at the University. In addition,
University shall pay to Coach's estate any compensation already fully earned but not yet payable under
this Agreement.
c.
If this Agreement is terminated because Coach becomes totally disabled, Coach shall continue to
receive the Guaranteed Salary and any other standard University fringe benefits provided for under this
Page 25 of 34
Agreement until such time as Coach becomes eligible for (even if subsequently paid retroactively) total
disability benefits from PERS, Social Security, or a private or group insurer, whichever first occurs. At the
end of such transition period, if any, all compensation and other University fringe benefits shall
terminate.
6.2
Termination by University (not for cause)
a.
The University shall have the right to terminate this Agreement at any time for any or no reason.
Such termination shall be effectuated by delivering to Coach written notice of University's intent to
terminate this Agreement without cause, and shall be effective upon the later of a date stated or thirty
(30) days after University's mailing of such notice. University shall not be obligated to state a reason for
termination of Coach without cause. If University exercises its right under this Section 6.2, Coach shall be
entitled to damages only as provided for in Section 6.2.b below.
b.
If University terminates this Agreement under this Section 6.2, University shall pay to Coach, as
liquidated damages, his annual Guaranteed Salary as defined in section 4.1.a for each remaining Contract
Year including any year(s) added pursuant to Section 3.b above. Any partial year shall be prorated based
on the number of days and months remaining in the Contract Year. However, if the intercollegiate
football team wins five or fewer games in two consecutive seasons while Coach is head football coach,
liquidated damages shall be one-half (50%) of Coachs Guaranteed Salary for each remaining Contract
Year.
c.
University's obligation under Section 6.2.b shall not accrue interest (so long as not in arrears) and
shall be paid on a monthly basis over the balance of the scheduled Term of this Agreement. University's
obligations shall be subject to Coach's duty to mitigate, as set forth in Section 6.2.e. Failure to pay timely
such liquidated damages shall constitute a breach of this Agreement and such sum shall be recoverable,
together with reasonable attorney fees (subject to the limitations and conditions of ORS 30.260 to
30.300) in any state court of competent jurisdiction in the State of Oregon. Coach will not be entitled to
any other employee benefits except as otherwise provided herein or required by applicable law. In no
case shall University be liable for the loss of any collateral business opportunities or any other benefits
(including unemployment compensation), or perquisites, or income resulting from activities such as but
not limited to, camps, clinics, media appearances, broadcast talent fees, apparel, equipment or shoe
contracts, consulting relationships, or from any other (inside-the-University or outside-the-University)
sources that may ensue as a result of University's termination of this Agreement under this Section 6.2.
d.
Coach and University have bargained for and agreed to the foregoing liquidated damages
provisions, giving consideration to the fact that termination of this Agreement by University under this
Section 6.2 may precipitate or lead to Coach's loss of certain salary, benefits, supplemental
compensation or other economic advantages or income related to his employment at the University,
Page 26 of 34
which damages are extremely difficult to determine fairly, adequately, or with certainty. The parties
further agree that the payment of such liquidated damages by University shall constitute sufficient,
adequate and reasonable compensation to Coach for any loss, damages or injury Coach suffers because
of such termination by University. The foregoing shall not be, nor be construed to be, a penalty. The
provisions of this Section 6.2 shall be without prejudice to any other right (excluding unemployment
compensation) Coach may have under applicable law.
e.
If University terminates this Agreement under this Section 6.2, Coach agrees to mitigate
University's obligations to pay liquidated damages under Section 6.2.b by making reasonable, good faith,
and diligent efforts to obtain comparable employment, such as a coaching or athletic administrative
position (not necessarily as a head coach) at a university that competes on the NCAA Division 1 FBS or
FCS level or with a professional team or with a Division 1 level or professional (major) league office, or
with the NCAA as soon as reasonably possible after termination of this Agreement. Should Coach obtain
such comparable employment, University's financial obligations under this Agreement including Section
6.2.b, shall cease so long as Coach's monthly compensation, excluding reasonable and usual
nonmonetary fringe benefits such as health and life insurance, club memberships and use of vehicles, is
equal to or greater than University's obligation to pay liquidated damages under Section 6.2.b. prorated
on a monthly basis. If Coach's monthly compensation, excluding reasonable and usual non-monetary
fringe benefits, from such new employment is less than University's monthly obligation to pay liquidated
damages under Section 6.2.b, the amount of University's obligation to pay liquidated damages shall be
reduced by the amount of Coach's compensation, excluding reasonable and usual non-monetary fringe
benefits, from such new employment. Coach shall promptly inform University of changes in his
employment status (including monthly salary and type and value of fringe benefits that are included in
the calculation of Coach's compensation) for purposes of the implementation of this Section 6.2.e.
6.3
Termination by Coach
a.
Coach recognizes that his promise to work for the University for the entire Term of this
Agreement is of the essence of this Agreement. Coach also recognizes that University is making a highly
valuable investment in his continued employment by entering into this Agreement and that its
investment would be lost were he to resign or otherwise terminate his employment with the University
prior to the expiration of the Term of this Agreement. In recognition of these facts, the parties agree that
Coach's decision to terminate this Agreement prior to its expiration will be subject to the following terms
and conditions.
b.
If Coach wishes to pursue other employment opportunities, Coach is required to provide Athletic
Director with written or verbal notice prior to meeting with representatives from another entity to
discuss such employment opportunities. If Coach terminates this Agreement during its Term he must
notify Athletic Director in writing. While Coach is assigned to the position of head football coach, such
Page 27 of 34
termination by Coach must occur at a time other than during the football season, unless the parties
mutually agree otherwise. However, so long as the termination occurs other than during the football
season, nothing limits Coach's ability to provide notice at any time. If Coach gives notice prior to the
completion of all play, University may require Coach to continue performing his coaching and other
responsibilities, or University may reassign Coach until completion of all play. Simultaneous with such
notice, Coach shall inform University in writing of his employment plans following the termination of his
employment with University.
c.
Termination by Coach shall require Coach to pay University as follows:
On or before the end of Contract Year Two:

After Contract Year Two but on or before the end of Contract Year Four:
After Contract Year Four:
$3,000,000
$2,000,000
$1,000,000
d.
Coach may prorate this amount over the remaining contract months without interest or may prepay in one or more lump sums. The parties recognize and agree that projection or measurement of
Universitys damages in such a case would be extremely difficult and that this provision is a sufficient and
reasonable estimate of the potential injury to University and that it shall be enforceable as liquidated
damages and not as a penalty. Provided, however, that if Universitys membership in the PAC-12
Conference ends and University does not join, without a competition-season interruption, a conference of
comparable stature and NCAA classification level, this subsection shall not apply and Coach shall not be
obligated to pay any liquidated damages.
e.
Coach and University have bargained for and agreed to the foregoing liquidated damages
provisions, giving consideration to the fact that termination of this Agreement by Coach under this
Section 6.3 may precipitate or lead to University's loss of revenue or other economic advantages or
income related to University's athletics program, which damages are extremely difficult to determine
fairly, adequately, or with certainty. The parties further agree that the payment of such liquidated
damages by Coach shall constitute sufficient, adequate and reasonable compensation to University for
any loss, damages or injury that University suffers because of such termination by Coach. The
foregoing shall not be, nor be construed to be, a penalty.
7.
Termination for Cause and Discipline
7.1 Coach may be disciplined as determined by the Athletic Director for: (a) any reason for which an
Officer of Administration may be disciplined; (b) for a material violation of any constitution, bylaw,
interpretation, rule, regulation, policy, standard or directive of the NCAA, PAC-12, or University; or (c)
any material violation of local, state or federal law or a material breach of this Agreement. Discipline
under this provision may be in addition to discipline imposed by the NCAA or the PAC-12 conference.
Depending on the violation, the Athletic Director may provide an opportunity for Coach to remediate
or may impose a reprimand, assess a fine (of a day's pay or more), suspend (with or without pay} or,
consistent with Section 7.2, terminate Coach. Coach shall cooperate fully with any University personnel
in the course of any investigation of illegal or prohibited behavior on the part of students, boosters,
Page 28 of 34
employees, administrators, volunteers, or agents of the University.

7.2 University shall have the right to terminate this Agreement for cause prior to its expiration.
Coach waives any procedural rights he may have except those contained in this Agreement. If
University is considering termination for cause, Coach shall be notified of the grounds and shall have
the opportunity to present a statement of denial, explanation or excuse before such termination is
finalized.
a.
"Cause" shall include in addition to its normally understood meaning in employment agreements
and in OAR 580-21-325(2) as applied to the University or Presidential policies, standards, directives, any
of the following: (i) A deliberate and serious violation of the duties outlined in this Agreement or
refusal or unwillingness to perform such duties in good faith and to the best of Coach's abilities; (ii)
Conduct resulting in a conviction for violation of any criminal statute involving moral turpitude or a state
or federal felony crime; (iii) A serious and knowing violation of any material law, rule, regulation,
constitutional provision, bylaw, or interpretation of the PAC12 Conference or the NCAA, which may, in
the sole good faith judgment of University, reflect or impact materially and adversely upon University or
its athletic program or which may result in University being placed on probation by the PAC12
Conference or the NCAA, including any violation which may have occurred during prior employment at
University or another NCAA member institution, either by Coach or, if known to Coach, by a member of
the coaching staff or any other person Coach supervises or directs; (iv) Absence from duty of 60
continuous days (except due to illness documented by a licensed physician) or 60 business days in any
twelve (12) month period (except due to illness documented by a licensed physician) without the Athletic
Director's consent (which shall not be unreasonably withheld); or (v) any cause adequate to sustain the
termination of any other Officer of Administration.
b.
If this Agreement is terminated for cause, all obligations of University to make further payments
or to provide any other consideration (notwithstanding OAR 580-021-0365 as applied to the University)
shall cease as of the end of the month in which such termination occurs. In no case shall University be
liable to Coach for the loss of any collateral business opportunities or any other benefits, perquisites or
income whether from University or other sources.
8.
Miscellaneous
8.1
This Agreement will be governed and construed in accordance with the laws of the State of
Oregon without regard to principles of conflicts of law. In no event shall any part of this Agreement be
construed as a waiver of sovereign and governmental immunities or limits of liability enforceable in the
courts of the State of Oregon.
8.2
The captions or headings in this Agreement are for convenience only and in no way define, limit,
Page 29 of 34
or describe the scope or intent of any provisions of this Agreement.

8.3
The parties agree that if any term or provision of this Agreement is declared by a court of
competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and
provisions will not be affected, and the parties agree to attempt to substitute for any illegal, invalid, or
unenforceable provision a valid or enforceable one, which achieves the economic, legal and commercial
objectives of the invalid or unenforceable provision to the greatest extent possible.
8.4
No waiver, consent, modification, or change of any term of this Agreement shall bind either
party unless the same is in writing and signed by both parties and all necessary approvals have been
obtained. Such express waiver, consent, modification, or change, if made, shall be effective only in the
specific instance and for the specific purpose set forth in such signed writing. Failure of either party to
enforce any provision of this Agreement shall not constitute a waiver of the right to future enforcement
of that or any other provision.
8.5
This Agreement may be executed in counterparts, and via facsimile or electronically transmitted
signature (i.e. emailed scanned true and correct copy of the signed Agreement), each of which will be
considered an original and all of which together will constitute one and the same agreement. At the
request of a party, the other party will confirm facsimile or electronically transmitted signature page by
delivering an original signature page to the requesting party.
8.6
This Agreement may be publicly disclosed in its entirety.
8.7
Coach's position as head football coach is not tenure-related and has no academic rank.
8.8
This Agreement, together with all incorporated documents and exhibits attached hereto and
referenced herein, constitutes the entire agreement between the parties with respect to the subject
matter hereof and merges all prior and contemporaneous communications with respect to such subject
matter. This Agreement shall not be modified except by a signed writing dated subsequent to the date of
this Agreement and signed by Coach and on behalf of University by its duly authorized representative.
The parties hereby acknowledge and agree that this Agreement has been negotiated by the parties and
their respective counsel and shall be interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party.
8.9
All notices, claims, requests, demands and other communications hereunder shall be made in
writing and shall be deemed given if delivered or mailed (registered or certified mail, postage prepaid,
return receipt requested) as follows:
To Coach:
Last known address on file with University
Page 30 of 34
With a copy to:

CAA Sports LLC
422 SW 88th Terrace
Gainesville, FL 32607
Attn: Trace Armstrong
To the University:
Director of Athletics
2727 Leo Harris Parkway
Eugene, OR 97401
8.10 All compensation payable to Coach under this Agreement or sums payable to Coach for breach of
this Agreement are payable only from revenues of the Department of Athletics or funds made available
to the Department of Athletics by University's affiliated foundation. University is not obligated to use
state general fund money to pay compensation payable to Coach or to pay sums payable to Coach for
breach of this Agreement. Nothing in this section 8.10 shall be construed to affect University's obligation
to pay compensation to Coach under this Agreement from the sources of funds identified in this Section
8.10.
The parties indicate their acceptance of and agreement to the terms and conditions of this Agreement
by their signatures below.
Mark Helfrich
______________________________
Mark Helfrich
Rob Mullens
Date
Date
Page 31 of 34
Exhibit A
Communication
The president of the University will meet with the Coach annually to discuss the president's expectations
for NCAA rules compliance.
The athletics director will meet with the Coach annually to discuss the athletics director's expectations
for NCAA rules compliance. The meeting will address the following:
Athletics directors philosophy and expectations on rules compliance.

Compliance resources for the football program.
The football programs shared responsibility with compliance staff.
Continued dialogue with athletics director to discuss the institution and football programs
compliance environment and expectations.
The compliance director will meet with the Coach at least annually to discuss his/her expectations for
NCAA rules compliance. The meeting will address the following:
Compliance directors philosophy and expectations on rules compliance.

Compliance resources for the football program.
A discussion of the compliance staff's and football programs expectations for submitting rules
interpretations and waiver requests and how to best resolve any disagreements over the submission
of such requests.
Football programs shared responsibility with compliance staff.
Expectations for reporting actual and suspected NCAA rules issues (e.g., immediate action;
reporting lines).
Establishment of a plan for continued dialogue with compliance director to discuss the institution
and programs compliance environment and expectations.
Establishment of a plan for ongoing dialogue between coaching staff and compliance staff to discuss
key issues facing the sport and program (e.g., agents; initial eligibility; pre-enrollment amateurism,
etc.).
The president, athletics director, compliance director and Coach will meet annually to discuss the
institution and programs compliance environment and expectations.
Monitoring
The Coach will actively look for red flags of potential violations.
In consultation with the compliance director, the Coach will create written procedures to ensure that the
football staff, including assistant coaches, is monitoring the football program's rules compliance.
In consultation with the compliance director, the Coach will:
Page 32 of 34
Assign a football staff liaison to the University's compliance staff.

Assign football staff members to monitor specific areas of compliance (e.g., recruiting contacts,
initial eligibility, amateurism, telephone contacts).
Regularly evaluate football staff members to ensure their areas of compliance are monitored and
that all responsibilities are executed in a timely manner.
Ensure that the football program has adequate and ongoing compliance training and that there is
a plan in place for discussion of important information.
Determine reporting lines for resolving actual and potential NCAA rules issues.
Determine reporting lines to alert compliance staff of issues involving prospective studentathletes and current student-athletes (e.g., agents, initial eligibility, pre-enrollment amateurism,
etc.).
Regularly solicit feedback from the football staff concerning their areas of compliance and the
program's overall compliance environment in order to ensure that the monitoring systems are
functioning properly.
Ensure that football staff immediately notifies the compliance staff when concerns or red flags
occur related to potential NCAA rules violations.
Page 33 of 34
Page 34 of 34

Helfrich Contract Proposal

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Helfrich Contract Proposal

Uploaded by

Copyright:

Available Formats

ExecutiveandAuditCommittee

Dear Chair Chuck Lillis and University of Oregon Board of Trustees,

Additionally, Mullens management of the Department of Intercollegiate Athletics has been

Executive and Audit Committee

Opportunities to Earn Outside Income.

Eligibility for Salary Increases.

Termination without Cause

Termination due to Death or Disability.

6.2 Termination by University (not for cause)

Termination for Cause and Discipline

This Agreement may be publicly disclosed in its entirety.

Mullens' position as Director is not tenure-related and has no academic rank.

Last known address on file with Human Resources

Office of the President

Executive and Audit Committee

Description of Coach's Responsibilities

Annual Performance Incentives

National Championship Game:

Academic Progress Rate

2014-15 academic-year APR

Contract Year Two (APR issued June 2017):

2015-16 academic-year APR

Contract Year Three (APR issued June 2018):

2016-17 academic-year APR

Contract Year Four (APR issued June 2019):

2017-18 academic-year APR

Contract Year Five (APR issued June 2020):

2018-19 academic-year APR

Grade Point Average (GPA)

2014-15 annual GPA

Contract Year Two (Thru Summer 2016):

2015-16 annual GPA

Contract Year Three (Thru Summer 2017):

2016-17 annual GPA

Contract Year Four (Thru Summer 2018):

2017-18 annual GPA

Contract Year Five (Thru Summer 2019):

2018-19 annual GPA

All GPA payments will be based on the following schedule:

Opportunities to Earn Outside Income.

Termination without Cause

Termination due to Death or Disability.

Termination by University (not for cause)

Termination by Coach shall require Coach to pay University as follows:

On or before the end of Contract Year Two:

Termination for Cause and Discipline

employees, administrators, volunteers, or agents of the University.

or describe the scope or intent of any provisions of this Agreement.

This Agreement may be publicly disclosed in its entirety.

Last known address on file with University

With a copy to:

Athletics directors philosophy and expectations on rules compliance.

Compliance directors philosophy and expectations on rules compliance.

Assign a football staff liaison to the University's compliance staff.

You might also like