“iy 11Ag/is Scott Andrew Frost 2977 Lord Byron Place Eugene, OR 97408 RE: Memorandum of Understanding Offer Head Football Coach -University of Central Florida Dear Scott, tis with great pleasure that I offer you the position of Head Football Coach for the University of Central Florida, effective (Date to be determined). This Memorandum of Understanding, which presents the material terms of our offer, will be incorporated into a formal employment contract with UCF Athletics Association, Inc. for execution at the earliest possible date, Your acceptance of this offer will constitute a binding agreement between you and UCEAA. The employment contract will be for a term of five years with an option for a two-year extension after a 24-month review at UCEAA’s discretion. Your compensation as Head Football Coach will be the following: © Annual guaranteed compensation of: » © $1,700,000 * Incentive compensation up to $250,000 per year for achieving academic and athletic performance goals as determined by the Vice President and Director of Athletics and the Head Football Coach (Cumulative): + Full standard benefits on the same terms as provided by UCFAA to all professional employees, with contributions and benefit amount based upon the base salary where relevant and subject always to the terms, rules and regulations in effect from time to time regarding such plans. Reimbursement for your household moving expenses in accordance with UCFAA policy. Use of vehicle provided by UCFAA or automobile allowance. Club membership Salary pool for staff: $2,300,000 The following terms are also included in this Memorandum of Understanding, and shall be included in your employment contract as well:* You shall be prohibited from receiving benefits or compensation other than as described above from any other source without prior written agreement. * Ifyou terminate the contract without cause, or if the contract is terminated for cause, UCFAA shall not be liable for any payments or benefits after the date of termination (excluding payments or compensation which was due or had accrued prior to the date of termination) + Ifyou or the football program is found by UCEAA or the NCAA to have committed a major violation of NCAA rules and regulations, whether while employed by UCFAA or during prior employment at another NCAA member institution, you shall be subject to disciplinary ot corrective action as set forth in the NCAA enforcement procedure, including termination of employment for cause. * The standard UCFAA provision for termination for cause. * A termination without cause provision that will require payment of one-half of the guaranteed base salary for the remainder of the term of the contract. © A provision that you will agree not to seck or apply for other collegiate/professional football coaching positions during the term without prior notice, If you accept another collegiate or professional football coaching position during the term, you are responsible to pay to the University of Central Florida a buyout of one-half your guaranteed annual compensation. While these terms are contingent upon our executing an employment contract, I trust that every reasonable effort will be made to mutually conclude that process within 60 calendar days of your start date. However, this Memorandum of Understanding will serve as the contract if a formal contract is not signed within 60 calendar days Itis with great anticipation and enthusiasm that I offer you the position of Head Football Coach at the University of Central Florida. Assuming that you are amendable, please indicate your acceptance by signing below. I have every confideiice that you will lead our football program with integrity and pride, and I look forward to welcoming you as a member of the Knights family. Sincerely, Johh Hitt, PhD. cl UCE Athletics Association, Inc. = Accepted (f offered):__ Jar 4 Date: Sobtt Frost