Académique Documents
Professionnel Documents
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Mark G. Yudof
Bauer House
Austin, TX 78703
Dear Mark:
The following summarizes the terms and conditions of the job offer that I am prepared to
present to The Regents for approval. If you agree with the details as shown, please sign
and return this letter to indicate your acceptance of these terms, and I will recommend
your appointment to The Regents.
1. Base Salary
Your recommended base salary is $591,084 per year, effective the date of your
appointment. Your first salary review will occur on October 1, 2009, in
accordance with established procedures for Senior Managers.
2. Automobile AJIowance
You may accept honoraria for activities outside the University of California and
you may accept stock options and other forms of remuneration as compensation
for corporate board service and other professional activities in accordance with
the University's policy and guidelines on outside professional activities that apply
to the President and Senior Managers. A copy of the policies and guidelines is
attached.
You should also know that all board service (compensated and non-compensated)
and any compensation derived from it is reported annually to The Regents and to
the public.
Based on our discussions, we will report to the Regents that you currently serve
on the Board of Directors of Healthtronics, Inc. and that we are working to
identifY any conflicts of interest that should be resolved before the Effective Date
in connection with such service. Please let me know prior to the Effective Date if
you are engaged in any other board service, including compensated and non
compensated board memberships, so that they can be approved and reported to
The Regents in accordance with University policy.
4. Housing
Any repair, upkeep and house maintenance will need to comply with the
Implementing Requirements that provide detailed instructions to assure
accountability for the use of University resources. These instructions can be
found at http://www.ucop.edulucophome/policieslbfb/g45.pdf.
You will be eligible to participate in the University's health and welfare benefit
options and under the University-wide programs for vacation, sick leave and
disability. You will be eligible for our Senior Management benefits, including
University-provided Senior Manager Life Insurance coverage of $850,000,
Executive Business Travel Insurance and Executive Salary Continuation for
Disability. You may also purchase supplemental life insurance up to a maximum
Chancellor Yudof
Page 3
coverage amount of $1 ,000,000 under the University's program. Please see the
enclosure to this letter for a brief description of these various programs.
I 6. Retirement Plans
I will be recommending to The Regents that the University provide you with a
Supplemental Retirement Benefit (SRB) provided primarily under the
University's defined benefit retirement plan, the University of Cali fomi a
Retirement Plan (UCRP) and will be in lieu of the basic UCRP benefit for your
1
first seven years of University employment.. This SRB would provide an
annuity that annually increases over your first seven years of University
employment to produce a benefit of an individual life annuity of $350,000. 2 Your
SRB will be immediately vested and will accrue at the end of each year to provide
the following annual benefits as of the end of Years 1-7: Year 1-$29,554; Year 2
$60,217; Year 3-$92,029; Year 4-$127,307; Year 5-$230,000; Year 6-$300,000;
and Year 7-$350,000 (In other words, if you terminate employment after Year 3,
your annual retirement annuity will be $92,029, or if you terminate employment
after Year 7, your annual retirement annuity will be $350,000.) For any
additional years of University employment after Year 7, your retirement benefits
will accrue at the basic UCRP rate, currently 2.5% of the average of the highest
three years of covered compensation (under the normal UCRP formula) to the
extent such benefit exceeds the previously accrued SRB amount of $350,000.
You will also be eligible for the survivor benefits coverage under UCRP. This
feature of the plan provides an individual who has at least two years of University
\1 UCRP currently provides basic retirement benefits, at age 60 or over, of2.5% of average compensation
;for the high three years, subject to a five year vesting schedule. The University estimates that the basic
\UCRP benefit would be less than the SRB for your first seven years of employment and, therefore, the
~iscussion references your basic UCRP benefit after year seven when the SRB accruals cease.
o If necessary, another retirement plan may be used to provide this benefit.
Chancellor Yudof
Page 4
employment, but less than five years when he dies (and is an active member at his
death), a pre-retirement survivor benefit to his spouse equal to 25% of the
employee's monthly final salary (minus $106.40 as an offset for social security).
If you have five or more years of University employment at death, (and you are
active, disabled or an inactive member ofUCRP), your spouse will be entitled to
the greater of final salary benefit described above or the benefit the spouse would
be entitled to under UCRP as though you had retired the day before death and
elected a full joint and survivor with your spouse as the contingent annuitant. (The
SRB discussed above would be used to calculate a surviving spouse benefit after
five or more years of employment with the University.)
In addition to the required employee contributions to the DC Plan, you will also
be eligible to participate and defer a portion of your salary to the University of
California Tax Deferred 403(b) Plan and the University of California 457(b)
Deferred Compensation under the terms of those plans.
For advice and assistance concerning your coverage under these University-wide
employee benefit programs, as well as any special benefit arrangements that may
apply in your case, please feel free to contact either Associate Vice President of
Human Resources and Benefits, Judy Boyette at (510) 987-0301 or
Judy.Boyette@ucop.edu or Executive Director of Senior Management
Compensation, Policy and Recruiting, Dennis Larsen at (510) 987-0299 or
Dennis.Larsen@ucop.edu.
7. Sabbatical Leave
If your appointment is approved by The Regents and you seek and obtain a
faculty appointment, you will accrue sabbatical credits as does any member of the
faculty under the University's sabbatical policy found in the Academic Personnel
Manual at APM 740 and APM 758 (APM 740:
http://www.ucop.edu/acadadv/acadpers/apm/apm-740.pdf and APM 758:
http://www.ucop.edulacadadv/acadpers/apm/apm-758.pdf). After earning
sufficient credits to qualify for a leave, you will be eligible to take sabbatical
leave in accordance with these same academic policies.
I would like to highlight a couple of points about the current sabbatical policy.
Should you hold a full time administrative position for five years or more and
qualify for sabbatical leave at the end of your tenure as President, you will be
allowed to take a leave immediately following your service as President. This
leave will be in lieu of a sabbatical leave and will be classified as an
administrative leave, in accordance with University policy. Your salary level
during this leave will be at the rate of your Presidential salary. As required by
policy, should you choose to take administrative leave, you will be required to
return to University service directly following that leave for a period at least equal
to the period of the leave.
Chancellor Yudof
Page 5
You should know also that The Regents are in the process of reviewing this policy
and it will likely be revised in the near future. Please note that you will be subject
to any newly implemented policy regarding sabbatical and administrative leave in
lieu of sabbatical, including the rate of pay for such leave should you be eligible
for this leave after stepping down as President.
8. Faculty Status
9. At Will Employment
In lieu of the relocation allowance of25% of your base pay ($147,771) available
under policy, the University will contribute this amount toward your retirement
benefits provided through UC's tax-qualified plans, including your SRB.
Arrangements will be made with the moving company for packing your effects in
the old location and unpacking in the new location. Please be aware that there
may be tax implications to you for some of these reimbursements or payments,
and we suggest that you seek the advice of a qualified tax consultant.
Reimbursement for the cost of transporting household goods and travel (excluding
meals) to a new location is not included in taxable income provided the move of
you and your spouse is made within one year.
Upon leaving the President's position, and provided you return to the University
of California faculty upon stepping down as President, movement of your
personal belongings will be arranged and paid for by the University to a location
close to the Berkeley campus.
The University will also arrange to pack and move your library and related
materials to your new faculty office from your current office in accordance with
policies relating to this move. According to policy, if you do not return to a UC
faculty position, relocation benefits will not be provided for moving personal or
library effects.
Details of the moving and relocation policy can be found on line at web site
http://www.ucop.edu/ucophome/policieslbfb/g 13all.pdf.
You should be aware that all elements of your compensation, benefits, perquisites
and outside compensation will be reported annually to the Board of Regents and
will be made available to the public. In addition, similar information will be
provided to The Regents and the public as part of your initial appointment
process.
You will be required to comply with the requirements of the California Political
Reform Act with respect to disclosure and disqualification. The following link
provides details on this policy. http://www.ucop.edu/ogc/coi/econinterest.html
/.~
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Richard C. Blum
Chainnan, Board of Regents
University of California
Summary:
Enclosed are more detailed descriptions of some of the current benefit programs UC
offers, as referred to in the offer letter.
Medical
UC offers a wide range of medical plans from which an eligible employee may
make a selection. The options available are listed on page 21 of the enclosed
booklet, Your Group Insurance Plans.
Dental
UC offers a choice of two dental plans, as described on page 27 of Your Group
Insurance Plans.
Vision Care
UC offers a Vision Plan that covers a variety of vision care services, as described
on page 31 of Your Group Insurance Plans.
Disability Insurance
UC offers a Short-Term Disability Plan that pays 55% of eligible earnings for up
to six months ($800 monthly maximum), after a waiting period. Supplemental
Disability Insurance may be purchased by the employee to provide extended
coverage to pay up to 70% of eligible earnings ($10,000 monthly maximum).
Both plans are described on page 33 of Your Group Insurance Plans.
Life Insurance
UC provides eligible employees with life insurance equal to annual base salary up
to $50,000. Supplemental Life insurance may be purchased by the employee to
provide coverage up to four times annual salary (to $1,000,000 maximum). The
plans are described on pages 39-40 of Your Group Insurance Plans. Dependent
Life insurance may be purchased by the employee as described on page 43 of
Your Group Insurance Plans.
AD&D Insurance
AD&D Insurance may be purchased by the employee to provide up to $500,000
protection for employee and family for accidental death, loss of limb, sight,
speech, or hearing, or for complete and irreversible paralysis, as described on
page 46 of Your Group Insurance Plans.
Legal Insurance
Legal insurance may be purchased by the employee to provide basic legal
assistance for preventive, domestic, consumer, and limited defensive legal
services, as described on page 49 of Your Group Insurance Plans.
In addition to the above, members of the UC Senior Management Group with full
time (100 %) career appointments may be eligible for additional benefits as
described in the enclosed Senior Management Benefits brochure.
Senior Management Supplemental Benefit Program
The Senior Management Supplemental Benefit Program provides for a 3% or 5%
contribution (based on the appointment level) to the Retirement Savings Program.
Certain Senior Managers in full-time appointments are eligible to participate in
the Program. You are not eligible to participate in the program if you:
• hold a tenured academic appointment;
Since you are being provided the Supplemental Retirement Benefits described
in this letter, you will not be eligible for the Senior Management
Cu rrent Policies
POLICY ON OUTSIDE PROFESSIONAL ACTIVITIES OF THE PRESIDENT,
PRINCIPAL OFFICERS OF THE REGENTS, AND OFFICERS OF THE
REGENTS
Approved March 17, 1995
Last updated:
)
~ t:!2!M < Policies, Employee and labor Relations < Personnel Policies for Staff Members
On January 18, 2007, The Regents approved the following Interim modification to the
Policy on Outside Professional Activities for University Officers and Designated Staff,
consistent with the recommendations of the Task Force on UC CompensatIon,
Accountability and Transpa~ency: ' '
L. This interim policy shall apply to all University employees who are members of the
Senior Management Group or who are Designated Officers of the University,
hereafter referred to as "Designated Employees".
~. Service on a for-profit board that is not an entity of the University of California, for
which the Designated Employee receives compensation and for which the Designated
Employee has governance responsibilities, hereinafter referred to as a Designated
Board, shall not exceed three such Designated Boards unless approved In advance
and In writing by the Chair of the Compensation Committee of The Regents and the
President. .
3. Any such service on any Board InclUding Designated Board(s) shall not negatively
impact any employee's, including any Designated Employee's, ability to perform their
duties and responsibilities, nor result In any potential conflict of Interest, related to
their University of California positlon(s).
5. All Designated Employees shall obtain prior written approval to serve on any Board,
A. For those Designated Employees who currently serve on more than three
Designated Boards, those Individuals shall notify The President of the University
of such service and the Designated Boards upon which they serve, and shall
divest themselves of those Designated Boards In excess of three such Designated
Boards by December 31, 2007.
B. A Designated Employee who currently exceeds the limit set forth In paragraph 2
above and who desires to continue to exceed this limit after December 31, 2007
shall obtain prior approval from the Chair of the Compensation Committee of The
Regents and the President prior to December 31, 2007 for such additional
Designated Board service. Consideration shall be given to the circumstances
surrounding the undertaking of service of any Designated Board in excess of
three in determining the ability of the Designated Employee to continue such
service.
This modification will become effective immediately and will stay in effect until
htlp:llatyourservice.ucop.edu/employees/policies_employeeJabor_relations/personnel-po1... 3/21/2008
University of Califomia Human Resources and Benefits· At Your Service Page 20f2
·.) review.
In the event a conflict arises between this modification and current policies and/or
guidelines, the Interim provision shall prevail.
http://atyourservice.ucop.edulemployees/policies_employee_labor_relations/personnel-poI... 3121/2008
Policy on Outside Professional Activities... Page 10f3
University of California
. Office of the President
July 1, 1995
The opportunity for employees to engage in outside professional activities is a privilege long recognized
by the University. Longstanding University policies and practices, including Regents' Standing Orders,
have recognized the value of contributions made by University employees to external educational and
research institutions, not-for-profit professional associations, State and Federal government, and private
sector organizations. Considerable benefit accrues to the University from such service, deriving from
association of University leaders with business leaders and the exchange of ideas among them. Such
associations are intended to create a broader and deeper understanding and awareness of the University
of California and its value to the State and the nation as a provider of education, research, public service,
and health care. Such service also provides a stimulus for economic development and enhanced
economic· competitiveness. .
While professional activities outside the University are beneficial and are to be encouraged, the primary
commitment of University of California employees shall remain the fulfillment of regular University
responsibilities. Outside professional activities shall not be pennittea to conflict with the commitment
expressed in Regents' Standing Order I03.1(b) which provides that:
"No one in the service ofthe University shall devote to private purposes any portion oftime due to
the University nor shall any outside employment interfere with the performance of University
duties. Arrangements for private employment by Officers, faculty members, or other employees of
the University shall be subject to such regulations as the President may" establish. "
1. Applicability
Consistent with Regental policy, outside professional activities of University staff members at the
executive level, including Officers of the University, shall be subject to the provisions of this
Policy.
Permissible outside professional activities include, but are not limited to, service on State or
national commissions, government agencies and boards, committees or advisory groups to other
universities, organizations established to further the interests of higher education, not-for-profit
organizations, and service on corporate boards of directors.
Service on behalf of national commissions, government agencies and boards, advisory groups to
.other universities, and other nonprofit organizations is encouraged and may be undertaken during
regular work time, subject to conditions established in University policy concerning receipt of
honoraria and reimbursement for expenses incurred as stated in Section IV. below.
In the case of outside professional activities for which compensation is received, a University
employee shall use accrued vacation leave when participating in outside professional services
during the regular work week, consistent with personnel policy requirements.
For Officers of the University, Principal Officers of The Regents, Officers of The Regents, and
other executives who hold an Academic Senate or other faculty title, outside professional
)
activities shall also be subject to the time limits established in the President's Policy on Outside
Employment of Faculty.
University policies on conflict of interest in conformance with the State'of Califomia's Political
Reform Act of 1974 are applicable to outside professional activities.
V. Approval Authority
Service for which compensation is received, including membership on a corporate board, shall be
approved in advance and in writing by the immediate supervisor of the Officer of the University
or staff member.
The Chancellors, Laboratory Directors, and the Senior Vice President--Business and Finance shall
submit a report annually to the President, including the following information:
a. name and title of the Officer of the University or other administrator covered by this Policy
and the corporate entity for which service is performed;
d. the number of days spent during the fiscal year for such service.
Paid service on a corporate board by Officers of the University shall be reported annually to The
Regents.
http://www.ucop.edu/ucophome/coordrev/policy/6-28-95att.htmI 3/2112008
Policy on Outside Professional Activities... Page 3 of3
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http://www.ucop.edulucophome/coordrev/policy/6-28-95att.html 3/21/2008