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Revised: December 17, 2014 12:00 p.m. REVISED AGENDA ARIZONA BOARD OF REGENTS SPECIAL BOARD MEETING Thursday, 2:00 4:00 p.m. Arizona Board of Regents 2020 N. Central Avenue, Ste. 230 Phoenix, Arizona 2:00 p.m. CALL TO ORDER FROM THE BOARD CHAIR 2:05 p.m. EXECUTIVE SESSION 3:30 p.m. RESUME PUBLIC BOARD MEETING 1. Multiple-year Employment Contract for Head Men s Basketball Coach (ASU). The board is asked to approve an extension of the Multiple-year Employment Contract for Herbert Sendek as Head Men s Basketball Coach at Arizona State University. 2. Proposed Legislative Action Related to Online Charter Authorizers The board is asked to approve the proposed legislative action related to Online Charter Authorizers. 3. Addendum to 2015-2016 Academic Strategic Plan for Arizona State University The board is asked approve Arizona State University s request to amend its Academic Strategic Plan to issue MBA in Global Management, Global MBA, MS in Global Finance, MS in Global Management, and MS in Global Marketing degrees to currently enrolled students in the Thunderbird School of Global Management through June 2016. 4:00 p.m. ADJOURN PLEASE NOTE: This agenda may be amended at any time prior to 24 hours before the board meeting. Estimated starting times for the agenda items are indicated; however, discussions may commence, or action may be taken, before or after the suggested times. Any item on the agenda may be considered at any time out of order at the discretion of the board chair. The board may discuss, consider, or take action regarding any item on the agenda. During the meeting, the board may convene in executive session regarding any item on the agenda.

EXECUTIVE SESSION AGENDA NOTE: This agenda may be amended at any time prior to 24 hours before the board meeting. The executive session is scheduled for 2:05 p.m. on Thursday,. The executive session may be recessed and continued as necessary. Statutory Authorization A.R.S. 38-431.03 Items to be Discussed I. University of Arizona (A.3) A. Legal advice and update regarding Banner affiliation II. Arizona State University (A.1, 3 & 4) A. Legal advice and discussion regarding the multiple-year employment contract for Head Men s Basketball Coach Instruction re: Confidentiality Pursuant to A.R.S. 38-431.03(B) & (C) all are reminded that minutes of and discussions that occur in executive sessions are confidential by law and that violations of that confidentiality may subject the individuals involved to such penalties as are prescribed by law, including fines, costs, attorneys fees, and removal from office.

Item #1 EXECUTIVE SUMMARY Page 1 of 7 Item Name: Multiple-year Employment Contract for Head Men s Basketball Coach (ASU) Action Item Discussion Item Information Item Issue: The board is asked to approve an extension of the Multiple-year Employment Contract for Herbert Sendek as Head Men s Basketball Coach at Arizona State University. The Board is asked to approve a one-year extension and to make other certain Background changes of the Multiple-year Employment Contract for Michael Todd Graham as Head Football Coach at Arizona State University. Herb Sendek ( Coach ) is currently serving as Head Coach of the ASU Men s Basketball Team under a Multiple-year Employment Contract, which will expire on June 30, 2016. ASU desires to amend Coach s current contract to extend the term for an additional year through June 30, 2017 with extension provisions for two additional years based on performance and to make certain other changes. Coach is entering his ninth season as ASU s Head Men s Basketball Coach. In eight seasons at ASU, Coach has amassed a 141-121 (.538) record. The Sun Devils have posted five 20-win seasons during Coach s tenure, including the second-most season wins in school history (25) in 2009. Coach led ASU to a 16-1 home record in 2013-14, including eight straight wins in the Pac-12, an NCAA Tournament appearance, and an overall record of 21-12. The 16 home wins was the best home record in 40 seasons. Six members of Coach s 2013-14 team had a semester or cumulative GPA above 3.0. Every senior that has played for Coach at ASU has graduated, including six student-athletes in spring 2014. During Coach s tenure at ASU, the Men s Basketball program s Academic Progress Rate (APR) has risen from 862 to 989. The team s most recently reported APR of 989 is an all-time high for the program and the second highest in the Pac-12. Coach s teams have performed over 200 hours of community service in the last year and made over 50 combined student-athlete appearances throughout the community. Based on due diligence, ASU has no knowledge that Coach has violated NCAA or Pac-12 Conference rules or otherwise engaged in wrongdoing, and there has been no litigation or press controversies related to his employment as Coach. Contact Information: José Cárdenas, Senior Vice President and General Counsel, ASU, (480) 965-4550, jcardenas@asu.edu Ray Anderson, Vice President for University Athletics, ASU, (480) 965-8419, reanderson@asu.edu

Item #1 EXECUTIVE SUMMARY Page 2 of 7 Academic and athletic performance bonuses earned by Coach are summarized in the attachment to this Executive Summary. Statutory/Policy Requirements ABOR Policies 6-1001 through 6-1003 require approval of multiple-year employment contracts. Contract Length and Salary ASU desires to extend the term of Coach s contract an additional one year from June 30, 2016 to June 30, 2017. Subject to the athletic performance of the Sun Devil Men s Basketball program, the contract may be extended for up to two additional years through June 30, 2019 in the manner described below. o One additional year will be added to the term of the contract if the Sun Devil Men s Basketball program achieves 20 wins or appears in at least one game of the NCAA Tournament in any of the years remaining under Coach s current contract (2014-15 or 2015-16) or in any extension year added to Coach s contract (2016-17 or 2017-18); and o Two additional years will be added to the term of the contract if the Sun Devil Men s Basketball program achieves 25 wins or appears in at least three games of the NCAA Tournament in any of the years remaining under Coach s current contract (2014-15 or 2015-16) or in any extension year added to Coach s contract (2016-17 or 2017-18). Note that regardless of the performance of the Sun Devil Men s Basketball program, Coach s contract would not be eligible to be extended beyond June 30, 2019 without the board s approval. Coach s current salary is $1,200,000. Coach s amended contract will provide for Coach s annual salary to increase to $1,300,000 effective July 1, 2015. With respect to the extension years, Coach s annual salary will increase as follows: o With respect to 2016-17, Coach s annual salary will increase to $1,500,000 effective July 1, 2016. o If Coach s contract is extended for 2017-18, Coach s annual salary will increase to $1,700,000 plus an amount equal to 50% of the total amount of athletic performance bonuses earned in the year for which the extension was triggered. o If Coach s contract is extended for 2018-19, Coach s annual salary will

Item #1 EXECUTIVE SUMMARY Page 3 of 7 increase to $1,900,000 plus an amount equal to 50% of the total amount of athletic performance bonuses earned in the year for which the extension was triggered. Coach s salary will be paid from public university funds, specifically from revenue generated by Sun Devil Athletics. Annual Incentive Bonuses I. Athletic Performance Bonuses Coach may receive one-time compensation on an annual basis for the following athletic performance achievements by the Sun Devil Men s Basketball program in a given year. There will be only one payment for the highest achievement under each section except as otherwise noted. (A) Conference Performance (Coach may receive up to $100,000): Pac-12 Conference Champion $50,000 Pac-12 Conference Tournament Champion $50,000 (B) Post-Season Performance: NCAA Tournament Appearance, one game $50,000 NCCA Tournament Appearance, two games $75,000 NCAA Tournament Appearance, three games $100,000 NCAA Tournament Appearance, four games $150,000 NCAA Tournament Appearance, five games $200,000 NCAA Tournament Appearance, six games $300,000 NCAA National Championship $500,000 (C) Season Performance: 20 Win Season $25,000 25 Win Season $50,000 (D) Coach of the Year Awards (Coach may receive up to 10% of salary if Coach receives both Pac-12 Coach of the Year and NABC National Coach of the Year): Pac-12 Coach of the Year or NABC Regional Coach of the Year NABC National Coach of the Year 4% of annual salary 6% of annual salary

Item #1 EXECUTIVE SUMMARY Page 4 of 7 Based on Coach s annual salary, if Coach earned the maximum athletic performance bonus allowed in each category, he would receive $770,000. II. Academic Performance Bonuses Coach may receive additional one-time compensation on an annual basis for the following academic performance achievements by the Sun Devil Men s Basketball program in a given year. There will be only one payment for the highest achievement. Compensation Academic Year GPA (NCAA Definition) Graduation Success Rate (NCAA Definition) $ 50,000 2.80 OR 60% $ 60,000 2.90 OR 70% $ 75,000 3.00 OR 80% $100,000 3.10 OR 85% $150,000 3.20 OR 90% Note that the Team GPA for the 2013-14 year was 2.84 and the Graduation Success Rate (GSR) was 75%. In addition to the foregoing, Coach will receive the following bonus payments based on the number of Sun Devil Men s Basketball program student-athletes enrolled in ASU s Barrett Honors College in a given year. There will be only one payment for the highest achievement. 1-2 student-athletes = $25,000 3-4 student-athletes = $50,000 5 or more student-athletes = $75,000 Based on Coach s present annual salary, if Coach earned the maximum academic performance bonus allowed in each category, he would receive $225,000. Miscellaneous Provisions Coach will receive customary employee-related benefits that are normally available to other university staff employees. Coach will receive additional benefits consisting of tickets to ASU sporting events, use of two automobiles or a stipend, golf privileges at the ASU Karsten Golf Course, reimbursement of membership fees and monthly dues at a country club. As part of his basic duties, Coach will conduct camps to enhance public support of the Sun Devil Men s Basketball program. ASU will own all rights to the camp and all revenues from the camp will be reserved to ASU.

Item #1 EXECUTIVE SUMMARY Page 5 of 7 Coach may enter into personal service agreements with other parties provided such agreements are limited to speaking engagements and further provided that such agreements are approved in advance by the ASU President (or the President s designee) and can be performed within NCAA and ABOR limits. Coach must provide an annual disclosure of all outside sources of athletics-related income and benefits, which will be provided to the board, the ASU President and the ASU Vice President for University Athletics. Coach will forfeit and repay any incentive or performance bonus paid to Coach when the achievements that were the basis for such payments are vacated, diminished or in any way affected by any sanctions, whether self-imposed by ASU or imposed by the Pac-12 or the NCAA, resulting from violations of NCAA or Pac-12 Conference rules by Coach or by an assistant coach or other program member and either Coach knew or should have known that the violation had occurred or was occurring or Coach failed to establish and maintain reasonable policies and procedures for the program to prevent such violations. This clause applies regardless of whether such violations result in termination of the contract and regardless of whether Coach is still employed by ASU. The contract may be terminated by the ASU President, or his designated representative, for cause in which case ASU will be liable only for salary and other compensation earned as of the termination date. If the contract is terminated by ASU for cause and the cause is one or more material violations by the program of NCAA or Pac-12 Conference rules, there will be a provision for Coach to pay to ASU its actual damages up to $100,000 resulting from the violations. ASU may terminate the contract at any time without cause. In that event, ASU will pay Coach as liquidated damages 100% of the then per annum salary for the remainder of the contract term. This sum is not reduced in the event of Coach s subsequent employment during the original term of the contract. ASU will also pay Coach any salary and incentive bonus amounts earned through the termination date. ASU will not be liable to Coach for other university benefits or collateral business opportunities. If Coach terminates the contract early and takes another intercollegiate coaching position or a professional coaching position within the first year following the date of termination, ASU may require Coach to pay ASU up to $1,100,000. If Coach s contract is extended beyond June 30, 2017, then the liquidated damages amount payable by Coach will be increased to $1,500,000. If Coach terminates the contract, Coach may not obtain employment as head coach with any Pac-12 Conference school for the time period remaining under the contract.

Item #1 EXECUTIVE SUMMARY Page 6 of 7 Coach s duties include the obligation to abide by the applicable Board policies and ASU rules, regulations and policies as may be in effect from time to time as well as conflict of interest laws. Recommendation to the Board It is recommended that the board approve the terms and authorize Arizona State University to enter into an amendment to the Multiple-year Employment Contract for Herbert Sendek as Head Men s Basketball Coach at ASU, as described in the Executive Summary.

Item #1 EXECUTIVE SUMMARY Page 7 of 7 HERB SENDEK HEAD MEN S BASKETBALL COACH Arizona State University Athletics Performance Bonuses Season Performance Milestone Bonus 2012 N/A $0 2013 Twenty regular season wins $10,000 2014 NCAA Tournament appearance $25,000 Twenty-one regular season wins $10,000 Total $45,000 Academic Performance Bonuses Fiscal Year Performance Milestone Bonus 2012 GPA 2.62 or GSR 60% $15,000 2013 GPA 2.60 or GSR 56% $10,000 2014 GPA 2.69 or GSR 67% $25,000 Total $50,000

Item #2 EXECUTIVE SUMMARY Page 1 of 1 Item Name: Proposed Legislative Action Related to Online Charter Authorizers Action Item Discussion Item Information Item Issue: The board is asked to approve the proposed legislative action related to Online Charter Authorizers. Background & Discussion In accordance with the board s strategic plan to strengthen the pipeline of students into the university system, while tightening participation and achievement gaps, Arizona State University is in the process of expanding the role of online education within the ASU Preparatory Academy. The board is asked to support a statutory change to A.R.S. 15-808, the Arizona statute relating to online instruction with A.R.S. 15-183, the statute authorizing charter school sponsorship by universities under the jurisdiction of the Arizona Board of Regents. This legislative change will have the effect of authorizing our public universities, and other entities authorized to sponsor charter schools, to sponsor K-12 online charter instruction. Recommendation to the Board The board is asked to approve the proposed legislative action related to Online Charter Authorizers, as set forth in this executive summary. Contact: Katie Paquet, Board Office, 602-229-2543, Katie.paquet@azregents.edu

Item #3 Executive Summary Page 1 of 2 Item: Addendum to 2015-2016 Academic Strategic Plan for Arizona State University Action Item Discussion Item Information Item Issue: The board is asked approve Arizona State University s request to amend its Academic Strategic Plan to issue MBA in Global Management, Global MBA, MS in Global Finance, MS in Global Management, and MS in Global Marketing degrees to currently enrolled students in the Thunderbird School of Global Management through June 2016. Background Arizona State University is integrating the Thunderbird School of Global Management located in Glendale, Arizona as previously authorized by the board at its meeting on November 21, 2014. The integration of the Thunderbird School requires numerous regulatory approvals and one of those is from the Federal Department of Education. This approval will authorize Arizona State University to issue federal student aid under Title IV of the Higher Education Act of 1965. There are 166 students who are currently enrolled at Thunderbird who are receiving such aid. In order to provide such aid, the Department of Education has determined that it can only be done if the students are seeking a degree from Arizona State University. As such, all students from the previously independent Thunderbird School of Global Management will be enrolled in the Thunderbird School of Global Management@ASU which has previously been established by the board. The degrees for which we seek authorization to offer to the students are equivalent to the ones in which they are now enrolled at Thunderbird and will only be available to these students. All new students starting in the Fall semester of 2015, will earn other degrees available in the school that the Board has previously approved (Masters of Global Management or Master of Arts in Global Affairs and Management). This authorization to issue the degrees identified to those currently enrolled students would end in June 2016 when the last cohort of currently enrolled students will graduate. Contact: Robert Page, Provost, ASU, 480-965-1288, Robert.page@asu.edu. Mark S. Searle, Deputy Provost & Chief of Staff, ASU, 480-965-9966, mark.searle@asu.edu

Item #3 Executive Summary Page 2 of 2 Statutory/Policy Requirements All degrees offered by a university governed by the Arizona Board of Regents must seek authorization from the board in accordance with ABOR 2-223, Academic Strategic Plans. Recommendation to the Board It is recommended that the board approve Arizona State University s request to amend its academic strategic plan to issue the MBA in Global Management, Global MBA, MS in Global Finance, MS in Global Management, and MS in Global Marketing to currently enrolled students in the Thunderbird School of Global Management through June 2016, as described in this executive summary.