ATHLETIC DIRECTOR'S OFFICE November 27, 2017 Scott Frost RE: Memorandum of Understanding ~ Offer to become Nebraska Head Football Coach Scott, am pleased to offer you the position of Head Football Coach for the University of Nebraska, with an effective date to be determined. This Memorandum of Understanding, which presents the material terms of the offer, will be incorporated into a formal employment contract with the Board of Regents of the University of Nebraska on behalf of the Department of Intercollegiate Athletics of the University of Nebraska-Lincoln (“Athletics”), for execution at the earliest possible date. Your acceptance of this offer will constitute a binding agreement between you and Athletics. Key employment terms will be: ‘¢ Initial term of 7 years, through December 31, 2024. ‘* Annual salary of $5,000,000 with the ability to designate an amount to be determined towards a deferred compensation agreement ‘* Incentive compensation earned upon performing as Head Coach for the following achievements: © Conference (highest applies) * Win or tie division championship $100,000 * Appear in conference championship game $200,000 * Win conference championship $300,000 © Bow! (highest applies) = Non-CFP bowl appearance $150,000 = CFP bowl game appearance $250,000 * CFP semi-final appearance $300,000 = CFP championship game appearance $350,000 * CFP national champion $650,000 * University termination without cause: $5,000,000/year for each of the first 5 years of the term and $2,500,000/year thereafter, with coach offset solely for employment obtained in a football capacity with an NCAA Division | or NFL team. * Coach termination: $2,500,000 million/year for each remaining year of term, prorated for partial years, with each annual payment due no later than December 31 of each year of the remaining term, © A provision in the final contract with respect to the coach’s termination obligation from his present employer such that there would be no adverse financial impact to coach University of Nebraska + One Memorial Stadium * P.O. Box 880120 = Lineoln, NE 695880120, ‘Offeo: (402) 472.3011 = Faxc (402) 472.9675‘+ Standard Athletics language for outside income. ‘© Standard Athletics language for termination for cause will be used as the basis for the language inthe contract. ‘+ Full standard benefits on the same terms as provided by Athletics to all academic administrative employees, + Reimbursement for household moving expenses in accordance with Athletics policy. + Coach will be provided up to twenty (20) hours of private non-commercial flight time each fiscal year for the personal travel of Coach and his family, which will be subject to applicable reporting requirements. Although this will not be a term in your contract, Athletics commitment for your support staff will include the following: + Salary pool of up to $5,000,000 for 10 assistant coaches and head strength & conditioning coach, with up to a 2-year term for each, and the ability to allocate some of this pool towards other support staff upon approval from Athletics Director. # Assistant coaches, head strength & conditioning coach, and the director of operations incentive compensation for performing the following achievements (% of annual salary): © Conference (highest applies) = Win or tie division championship 5% * Win conference championship 15% ‘© Bow! (highest applies) * Non-CFP bow! appearance 8.33% (equals one month of salary) = CFP bow! game appearance 16.67% (equals two months of salary) + CFP semi-final appearance 20% * CEP championship game appearance 22.5% + CEP national champion 25% © Coach and Athletics Director shall meet annually to review and determine mutually agreeable staff support for areas not supervised by the football coach, including sport administrator, sports medicine, sports information director, equipment room, life skills and player development, ‘The parties agree that good faith efforts will be made to mutually conclude full execution of a long form employment agreement within 10 business days of your start date. Uniess or unti 3 long-form employment agreement is entered into by the parties, this MOU shall be binding upon and inure to the benefit of the parties. Please indicate your acceptance by signing below. Sincerely, William H. Moos ‘ott Frost,