SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT

Transcription

1 ,t SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT I. GENERAL PROVISIONS A. This Second Restatement of Employment Agreement ("Agreement") is entered into, effective July 1, 2016 (the "Effective Date"), by and between the Board of Trustees of Indiana University (the "Trustees" or the "University"), and Michael A. McRobbie, Ph.D. ("Dr. McRobbie" or the "President"). It replaces and supersedes any prior agreements between the parties, including the Employment Agreement entered into March 1, 2007, as amended (the "2007 Agreement"), the Employment Agreement entered into July 1, 2010, as amended (the "2010 Agreement"), and the Restatement of Employment Agreement entered into March 3, 2015 (the "2015 Agreement" and, together with the 2007 Agreement and the 2010 Agreement, the "Prior Agreements"). This Agreement may be modified only in a writing signed by the authorized representative of the Trustees and the President. B. Dr. McRobbie shall continue to be employed as President of Indiana University and shall perform all duties attendant to that position as determined by the Trustees and in accordance with the terms and conditions set forth in this Agreement. The President hereby accepts such continued employment on the terms and conditions set forth in this Agreement. C. During his service as President, Dr. McRobbie may select and engage such staff for his office as he determines necessary to effectively fulfill his duties and responsibilities to the University. II. TERM OF AGREEMENT The University shall continue to employ the President for a period commencing on the Effective Date and concluding on June 30, 2021 (the "Term"). The parties agree to meet in good faith between April 1, 2020 and June 30, 2020 to discuss the possibility of renewal beyond the Term. Notwithstanding the foregoing, this Agreement may be terminated by either party in accordance with Section VI of this Agreement. Ill. COMPENSATION AND BENEFITS A. Dr. McRobbie's annualized base salary for his services as President in effect immediately before the Effective Date is Six Hundred Thousand Dollars ($600,000.00). Such compensation, as increased by the Trustees, is hereafter referred to as Annual Base Salary. The University shall increase the Annual Base Salary in such amounts and at such times as it deems appropriate; provided, however, in the absence of declared state of financial exigency, the University (i) shall not decrease Dr. McRobbie's Annual Base Salary, and (ii) shall increase Dr. McRobbie's Annual Base Salary as of July 1 of each year of the Term by no less than the current Higher Education Price Index. Dr. McRobbie's Annual Base Salary shall be payable in accordance with the University's normal payroll cycle and subject to appropriate deductions and withholdings. B. At such times as the Trustees consider adjustments to the Annual Base Salary in accordance with Section III.A above, the Trustees may award the President a discretionary payment, based upon his performance, not to exceed twenty-five percent (25%) of his then-

2 , current Annual Base Salary. This payment shall be made in a single lump sum, subject to appropriate deductions and withholdings, within thirty (30) days of the decision of the Trustees. C. The President shall be eligible to participate in the same standard benefits plans made available to other senior University administrators, including contributions to current retirement plans, health care benefits, group life insurance, disability plans and other benefits. D. Intentionally deleted. E. During the Term of this Agreement, the University shall maintain a deferred compensation plan under Section 457(b) of the Internal Revenue Code for the President's benefit. The President may elect to defer portions of his Annual Base Salary to the 457(b) Plan subject to the maximum deferral limit of the Internal Revenue Code. All deferral elections or changes to deferral elections by the President shall become effective of the first day of the month following such election in accordance with the University's normal payroll cycle. F. During the Term of this Agreement, the University shall maintain a qualified defined benefit plan for the benefit of the President in substantially the form attached hereto as Exhibit A. During the third and last years of the Term, the Trustees shall review the defined benefit plan to determine whether it is providing the desired benefit. G. While serving as President and subject to his reasonable insurability, the President shall be provided supplemental term life insurance coverage which provides a death benefit in the amount of One Million Dollars ($1,000,000) and the universal life insurance policy currently in effect. The President shall also be provided a personal accident policy in the amount of Five Hundred Thousand Dollars ($500,000). The President shall designate the beneficiary or beneficiaries for such policies, and the University shall pay the associated premiums. In the event that the University's premium payments for any of the insurances provided in this Section 111.G are subject to FICA, federal, state, or local income taxes, the University shall gross up the President's compensation in such amount necessary to cover such taxes. H. The President shall be required by the University to have an executive physical on an annual basis, paid for by the University and conducted by a physician of the President's choosing. The results of the physical examination shall remain confidential from the University. In the event the University's payments for the physical examination are subject to FICA, federal, state, or local income taxes, the University shall gross up the President's compensation in such amount necessary to cover such taxes. Additionally, while serving as President, the President shall have disability coverage as set out in Section 7.05 of the plan document attached hereto as Exhibit A. I. On the earlier of (i) termination of Dr. McRobbie's service as President or (ii) June 30, 2021, the University shall pay to Dr. Mc-Robbie (or if Dr. McRobbie is deceased, his surviving spouse) the present value of the estimated cost of premiums for Medicare supplement insurance for Dr. McRobbie and his spouse for the remainder of their lives, using reasonable actuarial assumptions. Such payment amount shall be increased by an amount reasonably estimated to offset the tax consequences to Dr. McRobbie and his spouse of such payment. No payment shall be made pursuant to this Section if, before June 30, 2021, Dr. McRobbie 2

3 voluntarily terminates his employment as President or the Trustees terminate his employment as President for Cause. J. The University will reimburse or facilitate the reimbursement of the President for all reasonable expenses related to travel, business, and entertainment incurred by the President on behalf of the University and in accord with University policies and guidelines, but in no event later than thirty (30) days after submission of appropriate documentation of such expenses. Where the attendance of the President's spouse is of benefit to the University, the University shall also pay or reimburse her travel, business and entertainment expenses. The expenses incurred by the President and his spouse shall be reviewed every six ( 6) months by the Chair of the Trustees or his/her designee who does not report to the President. K. It is expected the President and his spouse will travel frequently on University business, and therefore the Indiana University Foundation will provide the President and his spouse each with one (1) car, the model of which is consistent with Foundation policies and guidelines. The automobiles will be maintained and insured by the University and the Foundation. The President and his spouse will maintain logs of their respective non-business use of the cars and the non-business use will represent taxable income to them. At the conclusion of his service as President, the University shall transfer title of one (1) car to Dr. McRobbie, the Bluebook value of which shall be taxable income to him. L. The President shall be provided a housing allowance of $4, 180 per month during his service as President. The housing allowance shall be paid on a pro rata basis in accordance with the University's normal payroll cycle. The housing allowance shall be increased at the beginning of each fiscal year (July 1 to June 30) starting with the Fiscal Year by the then-current Higher Education Price Index, but shall in no event be decreased. The housing allowance payments to the President shall cease the month following the month in which the University provides a residence reasonably suitable to the President. M. Deferred Compensation Plans under Section 457(f) of the Internal Revenue Code. 1. The University has established an ineligible deferred compensation plan under section 457(f) of the Internal Revenue Code for the President's benefit ("the Plan B"). As of the Effective Date, the University has credited $450,000 to the Plan B (including $150,000 credited on June 30, 2016). The University shall credit an additional $200,000 to the Plan Bon June 30, 2017, and at least $200,000 on June 30 of each of the next following four years, provided, in each case, that Dr. McRobbie is employed as President on such date. These funds shall be invested according to the terms of the plan document. All accrued deferred compensation shall vest and be payable on the earliest of (i) the President's death, (ii) the President's disability (as defined in Section Vl.D.), (iii) the President's termination without "Cause" by the University, or (iv) (A) June 30, 2017, with respect to amounts accrued as of such date, or (B) June 30, 2021, for amounts accrued after June 30, If the President's employment is terminated for "Cause" or he voluntarily resigns from his employment on or before the applicable vesting date, the President shall not receive any accrued deferred compensation under the Plan B. Any other terms and conditions of the Plan B shall be set forth in a document separate and apart from this Agreement, but shall include a substantial risk of forfeiture provision

4 .. 2. If, at the time of Dr. McRobbie's termination as President, the Trustees determine that the defined benefit plan for the President will not provide the desired benefit, the University shall make an additional payment to Dr. McRobbie equal to the estimated present value of the amount by which the benefits payable under the defined benefit plan will be less than the desired benefit. The provisions of this paragraph IIl(M)(2) shall not apply if, before June 30, 2021, Dr. McRobbie voluntarily terminates his employment as President or the Trustees terminate his employment as President for Cause. 3. In the event the President's employment is extended beyond the Term, the University shall provide for a separate deferred compensation arrangement under Section 457(f) of the Internal Revenue Code with respect to such time period. N. The University or the Indiana University Foundation shall reimburse the President for initiation fees, membership fees, and dues for such professional and social organizations as mutually agreed upon by the President and the Chair of the Trustees as beneficial for the conduct of his duties on behalf of the University. 0. The President shall be entitled to a vacation period or periods aggregating not more than one month during each calendar year of this Agreement. Unused sick and vacation time accrued under the Prior Agreements shall carry forward under this Agreement and will accrue in accordance with University policy. P. It is understood by the parties that the employment arrangement of the President's spouse shall be governed by a document separate and apart from this Agreement. Q. The Trustees shall cause the University to indemnify and hold the President harmless in accord with the Indemnification Resolution adopted on February 14, 2014, or such later resolution that is more favorable to the President. R. During each fiscal year of the Term, the University shall reimburse the President the reasonable cost of obtaining personal tax and financial planning services up to Ten Thousand Dollars ($10,000.00). The President shall provide the University with appropriate documentation supporting such costs. IV. TENURE During his presidency, Dr. McRobbie will continue to hold a tenured appointment as full professor of Computer Science and Informatics at IUB, full professor of Philosophy at IUB, and full professor of Cognitive Science at IUB. Dr. McRobbie shall also continue to hold a tenured appointment as full professor of Philosophy at IUPUI, and full professor of Computer Technology in the Purdue School of Engineering and Technology at IUPUI. Thereafter, at all times, the President's faculty tenure and status shall be subject to the same University rules and regulations as other tenured faculty. During his presidency, the President shall not receive any additional compensation for his faculty appointment. At such time as Dr. McRobbie's employment as President of Indiana University is terminated for any reason, he may elect to continue employment as a tenured professor subject to the same University rules and regulations governing other tenured faculty. 4

5 At the end of the Term, the University agrees that the President shall also be entitled to a sabbatical of one (1) year beginning on July 1, 2021 and continuing through June 30, 2022 in accordance with University policies governing sabbaticals. During his sabbatical year, the President shall receive his last existing Annual Base Salary and standard tenured faculty benefits. During his sabbatical, the President's duties shall include providing strategic advice and counsel to the Trustees on changes and developments in higher education. In the event Dr. McRobbie's service as President is extended beyond the Term, he shall receive additional sabbatical time as agreed to by the Trustees. In addition to full sabbaticals, during his service as President, the Trustees can grant the President shorter term sabbaticals for a mutually agreed upon time and for a mutually agreed upon purpose. If such shorter sabbatical is agreed to during the President's service, the details of such sabbatical shall be confirmed in writing by the Chair of the Trustees. The President shall be entitled to an annualized salary equal to two-thirds of his last existing Annual Base Salary for each academic year that he serves as a full-time member of the University's faculty within the first five years of the conclusion of his presidency and postpresidency sabbatical. Thereafter, his annualized faculty salary shall be determined by the Chair of the Trustees. The President's obligations as a full-time member of the University's faculty shall be conducted in a research-only position with duties as mutually agreed upon by Dr. McRobbie and the Chair of the Trustees after consultation with the new or sitting President of the University and the Dean, or if none, Department Chairperson at that time. Should the President rejoin the faculty, he will be provided appropriate office and secretarial support. Nothing in this paragraph changes the salary to be paid to the President during any sabbatical year. V. REVIEWS Annually, within two (2) months of the end of the fiscal year and prior to the President's salary being set for the following fiscal year, the Trustees will assess the President's performance during the prior year. This assessment will be based upon mutually agreed upon goals established at the beginning of the one year evaluation period and will include consideration of the achievements and the accomplishments of the President. The President shall initiate the review process by conducting a self-review for submission to the Trustees. The review shall be in writing and shall be retained as part of the President's personnel file. At the time of the review, or at such other time during the fiscal year as may be appropriate, the Trustees and the President shall discuss goals, objectives, and priorities for the following fiscal year and shall reduce such to writing. VI. TERMINATION A. The parties acknowledge that during the Term of this Agreement, the Trustees may terminate Dr. McRobbie's employment as President without Cause at any time, upon sixty (60) days prior written notice. The parties acknowledge and agree that should the Trustees choose to terminate the President's employment as President without Cause during the Term of this Agreement (defined as anything other than those actions or omissions set forth in Sections VI.B, VI.C, or VI.D), the

6 then-current Annual Base Salary, plus an amount equal to all fringe benefits provided to other employees of the University, including vested benefits and deferred compensation that he has a right to receive upon termination and those standard benefits that he would have received during the one (1) year period after his termination, less withholding of all applicable taxes and deductions ("Transition Payments"). The Transition Payments shall be paid on the University's regular pay periods during the twelve (12) month period following the President's termination from his position as President and subject to the President's execution and non-revocation of a general release in a form acceptable to the University. Notwithstanding the foregoing, the portion of the Transition Payments attributed to twelve (12) months of the President's Annual Base Salary shall be made to the President in a single lump sum payment within thirty (30) days of his execution and non-revocation of the general release, unless such single lump sum payment is not covered by one or more exemptions from the application of Internal Revenue Code 409A and the general release could become effective in the calendar year following the calendar year in which the President's right to the Transition Payments become vested, in which case such single lump sum payment shall be paid on the later of (i) the latest permitted date on which such general release could become effective and irrevocable in accordance with its terms, or (ii) thirty (30) days after the President's execution of such general release. The President shall have no duty to mitigate damages in the event of a termination without Cause. Pursuant to Section IV, the President may continue employment at the University as a tenured professor in the event of termination subject to the same University rules and regulations that govern other tenured faculty. Should he continue employment as a tenured professor, the President shall be entitled to his faculty salary, as referenced in Section IV, and all other benefits related to such a faculty position including sabbatical leave as referenced in Section IV. B. The University shall also have the right to terminate the Agreement immediately for Cause. For purposes of this Agreement, "Cause" is defined as any action or omission by the President which is knowingly undertaken or knowingly omitted which: (i) results in his conviction, plea of guilty or nolo contendere to any felony or crime of moral turpitude; (ii) is a material breach of this Agreement or the President's material duties to the University; or (iii) constitutes a serious and deliberate violation of any law, rule, regulation, constitutional provision, or material published policy of the University which in the reasonable judgment of the Trustees causes material harm to the University. For purposes of this Agreement, "Cause" shall not include reasonable differences (including without limitation philosophical differences) between the President and the Trustees regarding the University's strategic plan or direction, practices, procedures, programs or policies. In the event of termination for Cause, the Trustees will provide written notice to the President setting forth in reasonable detail the alleged behavior or conduct and provide the President twenty (20) business days in which to cure such behavior, if curable. Failure by the President to address the basis for Cause in the specified time period will permit the Trustees to proceed with suspension with or without pay immediately. The President shall have the procedural right, upon written request, to a review relating to any such termination or suspension ordered by the Trustees pending termination. Such written request shall be sent to the Chair of the Trustees. The Trustees may consider this request or may appoint one (1) or more delegates to consider the request. The Trustees or delegate will provide an opportunity to the President to discuss and respond to the reasons set forth as the basis for the 6

7 suspension pending termination at a meeting of the Trustees. The President may submit a written statement regarding the basis of the proposed termination prior to such meeting. If after such opportunity, the Trustees or its delegate/delegates determine that the recommendation is proper, the President will be notified in writing of the decision by the Trustees and the termination or suspension shall take effect on the date specified in the Trustees' notification. The Trustees' decision will be final. If the President fails to request such review within ten ( 10) days after receipt of notice of suspension pending termination, this Agreement shall be terminated for the causes cited in such notice. In the event that the President is terminated for Cause, he will not be entitled to any Transition Payments or any other unvested payments or benefits including, but not limited to, unvested deferred compensation or collateral income or benefits, and will forfeit any and all rights to future compensation under this Agreement, including the right to continued employment in a faculty capacity. The procedures set forth in this Section constitute the only procedures available to the President to contest his termination for Cause under this Agreement. A termination for Cause under this Agreement, however, shall not automatically result in the President losing his rights as a tenured faculty member of the University. The President shall be entitled to the procedures as set forth in the Academic Handbook regarding termination of his rights as a tenured faculty member. C. This Agreement and the President's employment hereunder shall terminate automatically in the event of the President's death without further liability of the University to the President except for applicable medical, insurance, deferred compensation, and vested benefits, including Plan B referenced in Section 111.M. D. If the President shall become Disabled during his service as President, this Agreement shall terminate effective on the date of disability and he shall receive all benefits to which he is entitled pursuant to the University's disability insurance plan in which he participates, as well as the benefits provided by the 457(t) Plans referenced in Section 111.M. He shall also be entitled to payment of an amount equal to one ( 1) year of his then-current Annual Base Salary, less withholding of all applicable taxes and deductions, plus an amount equal to the standard fringe benefits available to all other University employees, including other vested benefits and deferred compensation, that he would have received during the one (1) year after his termination, less withholding of all applicable taxes and deductions (the "Disability Payment"). For purposes of this Agreement and based on Section 409A(a)(2)(C)(i) of the Internal Revenue Code, the President shall be considered disabled if (i) he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can reasonably be expected to result in death or can reasonably be expected to last for a continuous period of not less than twelve ( 12) months or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the University's employees. 7

8 E. Dr. McRobbie may resign as President by providing at least one hundred eighty (180) calendar days' written notice to the Chair of the Trustees. Dr. McRobbie's employment as President shall cease on the effective date of his resignation, and he shall not be entitled to any further compensation or benefits as President, except as set forth in the University's various benefit plans with respect to vesting and rights after termination of employment. F. Any termination of the President's employment by the University or the President shall be communicated in a written notice of termination from one party to the other. The University and the President shall discuss any public announcement regarding termination without Cause or the President's resignation before said announcement is made by the University. VI I. OUTSIDE ACTIVITIES During the Term of this Agreement, the President shall devote substantially all of his work efforts to the University responsibilities assigned to him. However, the President may devote a reasonable amount of his time to professional, civic, community, or charitable activities. With the prior approval of the Chair of the Trustees, which shall not be unreasonably delayed or withheld, the President may serve as a director, consultant or other non-employment capacity of not more than a total of two (2) for-profit or nonprofit corporations (other than those entities which the President of Indiana University has traditionally served in some capacity by virtue of his/her position as President or entities on which it is advantageous to the University for the President to serve in some capacity) and perform other charitable activities not expressly mentioned in this Section. The President's participation in such activities shall be subject to the approval of the Chair of the Trustees, which shall not be unreasonably delayed or withheld. The President may also invest his personal assets as he deems appropriate so long as such investments do not interfere with the performance of his duties and responsibilities assigned to him by the Trustees or otherwise violate the conflict of interest policy of the University. Any income earned by the President in association with his outside activities shall have no effect on his compensation under this Agreement. VIII. DISPUTE RESOLUTION A. The parties agree that any controversy or claim that either party may have against the other arising out of or relating to the construction, application or enforcement of this Agreement, as well as any controversy or claim based upon the alleged breach of any legal right relating to or arising from Dr. McRobbie's employment and/or termination of his employment under this Agreement shall be submitted to non-binding mediation. Within thirty (30) days after delivery of a written notice of request for mediation from one party to the other, the dispute shall be submitted to a single mediator chosen by the parties in Indianapolis, Indiana. The mediator's fees and related costs, including Dr. McRobbie's reasonable attorney's fees, shall be paid by the University. B. If mediation, as described in Section VIII.A, is unsuccessful, any controversy between the University and Dr. McRobbie involving the construction, application, or enforcement of this Agreement, as well as any controversy or claim based upon the alleged breach of any legal right relating to or arising from Dr. McRobbie's employment and/or termination of his employment under this Agreement shall, on the written request of either party 8

9 served on the other, be submitted to binding arbitration before a single arbitrator chosen jointly by the parties. Dr. McRobbie and the University stipulate and agree that any arbitration will be held in Indianapolis, Indiana, pursuant to the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (or any comparable rules then in existence) (the "Rules"). Pursuant to the Rules, discovery may include depositions, interrogatories and document production. In any controversy between the University and Dr. McRobbie involving the construction, application or enforcement of this Agreement, the arbitrator must base his or her decision upon the written contract and the arbitration record. Additionally, the arbitrator shall not have power to modify, add to or ignore terms of the Agreement. The written decision of the arbitrator shall be final and conclusive upon both parties. Arbitrator compensation and administrative fees shall be borne exclusively by the University. The parties agree to pay their own attorneys' fees and the arbitrator shall not have the authority to otherwise apportion such fees. Notwithstanding the foregoing, if Dr. McRobbie is the prevailing party, the University shall reimburse him for his reasonable attorney's fees. IX. GENERAL PROVISIONS A. This Agreement will be governed by and construed in accordance with the laws of the state of Indiana, excluding its choice of laws rules. B. Subject to Sections VIIIA and B above, in the event of a dispute regarding the terms of this Agreement, the prevailing party shall be entitled to payment of its reasonable attorney's fees and costs incurred in connection with any successful action to enforce this Agreement. C. This Agreement (i) is intended to comply with the provisions of Internal Revenue Code 409A, including the requirements of any exemption from Code 409A, and (ii) will be interpreted and at all times administered in a manner that avoids the early inclusion of compensation in income, or the payment of increased taxes, excise taxes or other penalties, under Code 409A. Despite any contrary provision of this Agreement: 1. Payments that qualify for the "short-term deferral" or other exception under Code 409A or Treas. Reg et seq. or other applicable guidance must be paid under the terms of such exception; 2. For purposes of the limitations on nonqualified deferred compensation under Code 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Code 409A deferral election rules and the exclusion under Code 409A for certain short-term deferral amounts; 3. All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Code 409A(a)(2)(A)(i) and Treas. Reg A-l(h). In no event may the President directly or indirectly, designate the calendar year of any payment under this Agreement; 9

10 . 4. The University does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement including, but not limited to, consequences related to Code 409A; 5. All reimbursements provided under this Agreement must be made in accordance with the requirements of Code 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred under the terms of this Agreement; (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. D. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be enforceable, valid, and legal under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid, or illegal in any respect under applicable law, such unenforceability, invalidity, or illegality will not affect any other provision of this Agreement, and this Agreement will be construed as if such unenforceable, invalid, or illegal provision had never been contained in this Agreement. E. Dr. McRobbie acknowledges that (i) he has read and understands this Agreement and all of the provisions thereof; (ii) that adequate opportunity has been afforded by the University for explanation and discussion thereof with Dr. McRobbie; (iii) that he has been given or at any time shall be entitled to an exact copy hereof; (iv) he has been provided the opportunity to consult with an attorney of his choice about all terms of this Agreement and encouraged to do so by the University; (v) he has retained legal counsel who provided him with such representation; and (vi) he agrees to all the terms of this Agreement voluntarily. F. This Agreement shall not be assigned by either party. G. All notices required or allowed by this Agreement shall be hand-delivered or mailed by certified mail, postage prepaid, return receipt requested. Unless and until changed by a party giving written notice to the other, the addresses below shall be the addresses to which all notices required or allowed by this Agreement shall be sent: If to the University: Vice President and General Counsel Indiana University 107 S. Indiana A venue Bloomington, IN Ifto Dr. McRobbie: Dr. Michael A. McRobbie 107 S. Indiana Avenue Bloomington, IN Attn: Office of the President 10

11 . IN WITNESS WHEREOF, the parties hereto have executed this Second Restatement of Employment Agreement or caused this Agreement to be executed on the dates written below. ichael A. McRobbie, Ph.D. Presi: l' \ I ', The Trustees of Indiana University Date ~ { 1\