DocuSign Envelope ID: DB605A3E-9670-4655-BB77-FB42ACB3BA6F

C9B6F380-D8AF-4F85-BFAE-681BA5D462D4

MICHIGAN STATE UNIVERSITY

PRESIDENT’S EMPLOYMENT CONTRACT

This Employment Agreement (“Agreement”) by and between the Board of Trustees of

Michigan State University (“the Board of Trustees” or “the University”) and Kevin Guskiewicz
(together, the “Parties”) is effective as of December 8, 2023 (the “Effective Date”). As of the
Effective Date, the Agreement supersedes and replaces any and all other agreements or
understandings related to the subject matter of this Agreement.
A. Term
The University agrees to employ Guskiewicz as President. This appointment is a twelve-
month executive management position. The initial five (5) year term of this Agreement will
commence on March 4, 2024, (the “Start Date”) and expire on March 4, 2029, unless terminated
earlier or renewed as provided herein (the “Term”).
B. Renewal
Guskiewicz and the University agree to commence discussions no later than one (1) year
before the expiration of the Term to determine whether they agree to extend this Agreement. If
the Parties do not agree in writing to extend the Term, Guskiewicz’s appointment as President
will terminate on March 4, 2029.
C. Duties
Guskiewicz shall report directly to the Board of Trustees and shall perform those services
and duties that are customarily performed by presidents of public universities comparable in size,
type, and mission to the University, and any such duties and responsibilities that reasonably may
be assigned or delegated to Guskiewicz from time to time by the Board of Trustees consistent
with his position as President, including, but not limited to, (1) institutional, faculty, and
educational leadership and management; (2) fostering positive external relationships with
federal, state, and local governments; (3) fundraising, development, and public and alumni
relations; (4) budget formulation and strategic planning; (5) development of regulations, rules,
and procedures necessary for the well-ordering of the University; and (6) administration of the
personnel and the affairs of the University consistent with the Board of Trustees’ Bylaws and
Policy Manual (collectively, “Duties”).

Guskiewicz acknowledges and agrees that he shall be accountable to the Board of

Trustees for the entirety of the Term and he shall communicate with the Board of Trustees on a
regular and continuing basis.

Guskiewicz shall devote substantially all of his business time and efforts to fulfilling his
Duties as President of the University, except as set forth in Section D. Guskiewicz’s conduct and
comportment shall at all times be fully consistent with promoting the reputation, dignity, and
academic excellence of the University.
D. Outside Activities
Guskiewicz may serve on one (1) outside compensated board that does not compete or
present a conflict of interest with respect to the University, subject to the prior written approval

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of the Chair of the Board of Trustees, such approval not to be unreasonably withheld. In
addition, other outside commitments (whether paid or unpaid) that may require a substantial
amount of your time must be approved in advance and in writing by the Chair of the Board of
Trustees. Guskiewicz may not engage in any outside activity that the Board of Trustees
reasonably concludes presents a conflict of interest or would otherwise materially impair his
ability to perform his Duties. All compensation received by Guskiewicz in connection with
approved outside activities shall be paid to and retained by Guskiewicz and reported in
accordance with applicable tax law and University policies as they exist from time to time, with
no effect on the amount of salary, benefits, or other compensation to which Guskiewicz may be
entitled under this Agreement. By contrast, all non-de minimis honoraria, gifts, or other
payments received for activities conducted in Guskiewicz’s capacity and in the performance of
his Duties as President shall be remitted to the University (whether such standard is met shall be
subject to good faith determination by the Chair of the Board of Trustees).
E. Compensation
As compensation for the services performed under this Agreement, Guskiewicz will
receive:
1. Annual Base Salary
The University will pay Guskiewicz an annual base salary of $975,000 payable in twelve
(12) monthly installments in accordance with the University’s standard payroll practices for
executive managers, including, without limitation, withholding requirements. The Board of
Trustees may consider, in its discretion, to increase Guskiewicz’s annual base salary.
2. Deferred Compensation
For each year of the Term (“Contract Year”), the University will make an unvested
annual employer award of $150,000 in deferred compensation for the benefit of Guskiewicz if he
remains continuously employed as President through December 31 st of that Contract Year.
Guskiewicz will become vested and entitled to these employer awards as adjusted for earnings if
he remains continuously employed as President through and including December 31, 2028. The
aggregate amount of vested awards as adjusted for earnings shall be paid to Guskiewicz (or his
beneficiaries or estate) within sixty (60) days after the date the awards vest. Earnings commence
on January 1 after each December 31st award date and shall be credited to each award annually
as of December 31 each year or, if earlier, as of a vesting date that is not December 31. Earnings
(which may be negative) shall be determined by reference to earnings for the relevant annual or
year-to-date period for the Vanguard Target Retirement 2035 Fund or a successor similar fund
that is part of the core investment menu for MSU retirement plans.
Notwithstanding the foregoing, if prior to the end of the Term, Guskiewicz (a) is
terminated without Cause per Section M(2), (b) resigns with Good Reason per Section M(4), or
(c) dies or becomes permanently disabled per Section M(5), Guskiewicz shall become
immediately vested on the termination without Cause date, resignation with Good Reason date,
death date, or permanent disability date in all unvested awards previously made and the
University will make a vested employer award for the Contract Year of termination, death, or
permanent disability equal to the pro rata portion of $150,000. The pro rata portion will be
calculated based on the number of days Guskiewicz was employed by the University in the

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Contract Year during which his employment ended compared to the total number of days in such
Contract Year.
The obligations of the University under this Section E(2) are an unfunded, unsecured
promise of University to make a payment in the future to the extent a benefit has been earned.
Guskiewicz and his beneficiaries, heirs, successors, and assigns will have no legal or equitable
rights, interest, or claims in any property or assets of University. Any and all of the University’s
assets are, and will remain, the general, unpledged, unrestricted assets of the University. The
University may, but is not required to, establish a reserve of assets to provide funds for payments
under this Section E(2). Establishing a reserve will have no effect on the status of Guskiewicz or
his estate or heirs as unsecured general creditors of the University. Rights to payments if earned
will not be limited to assets held in any reserve.
F. Annual Evaluation
An evaluation of Guskiewicz’s performance will be conducted pursuant to Board of
Trustees’ Policy BOT 202.
G. Benefits and Reimbursements

1. Standard Benefits
The University shall provide Guskiewicz all the standard employee benefit plans and
programs extended to executive management of the University under the terms of those plans
and programs (e.g., retirement, family health insurance, vacation, life insurance, long-term
disability), as amended from time to time, subject to meeting the eligibility criteria for the plans
and programs. Guskiewicz’s fringe benefits will be calculated on his annual base salary only.
2. Transportation
The University shall furnish Guskiewicz with a vehicle from the University Department
of Police and Public Safety, with a driver, for travel in connection with Guskiewicz’s official
University Duties.
In addition, the University will provide Guskiewicz with a leased vehicle for business and
personal use in accordance with university policy, with the stipulation that miles driven for
personal use are considered taxable income. The lease covers insurance, fuel, and maintenance.
3. Memberships
For the purposes of fostering relationships for the benefit of the University, the
University shall provide Guskiewicz with annual memberships for the length of the Term at the
University Club and Country Club of Lansing. Guskiewicz agrees that he shall be solely
responsible for any personal expenses at such clubs. Further, Guskiewicz shall provide
documentation of his use of the clubs as requested by the University to enable the University to
comply with all federal, state, and local income and employment tax laws. Any memberships
provided for personal use may be taxable.
4. Business Expenses, University Events, and Travel
The University shall pay or reimburse Guskiewicz for reasonable business expenses,
including any professional licenses or associated fees, incurred by Guskiewicz on behalf of the
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University and in the performance of his Duties, the costs associated with hosting University
events, as well as his travel associated with his University Duties and University events.
Guskiewicz shall provide the Chair of the Board of Trustees with documentation of his business,
hosting, and travel expenses on an annual basis.
5. Spousal Travel
The University shall pay or reimburse Guskiewicz’s spouse for all reasonable travel that
is necessary and of benefit to the University, following University travel policies. Guskiewicz
shall provide the Chair of the Board of Trustees with documentation of his spouse’s travel
expenses on an annual basis.
6. Annual Physical Examination
Guskiewicz shall have a comprehensive annual physical examination conducted by a
licensed physician of his choice. Guskiewicz must report his compliance with this Section, G(7),
to the Board of Trustees. The results of the examination shall remain confidential to
Guskiewicz; however, Guskiewicz agrees to provide a letter from the physician confirming that
Guskiewicz is fit for duty as President. The cost of such examination and all tests and
procedures related to the examination shall be borne by the University.
7. Sporting Event Tickets
During Guskiewicz’s service as President, the University shall provide Guskiewicz, his
spouse, and guests with complimentary tickets to all sporting events for University athletic
teams. The President is also provided with a suite at Football and Men’s and Women’s
Basketball games to utilize and promote the interests of the University. Any tickets provided for
personal use may be taxable.
8. Indemnification
Guskiewicz will be provided indemnification to the maximum extent permitted by Board
of Trustees’ Policy BOT 403, as amended from time to time, with such indemnification to be on
the same terms provided to other executive management and senior officers. Additionally,
Guskiewicz, as President, and like other executive management and senior officers, will be
included as a named insured in the University’s applicable directors and officers insurance
coverage.
H. Housing
The University requires, consistent with Section 119 of the U.S. Internal Revenue Code,
for the sole benefit and convenience of the University in having the functions of the Office of
President efficiently discharged, and as a condition of his employment as President of the
University, that Guskiewicz reside in housing owned by the University, and provided by, or
arranged for by, the University commensurate with Guskiewicz’s role as President. Guskiewicz
agrees to maintain the University provided housing as his principal residence throughout the
Term (the “Residence”).
The University will pay for all maintenance and operating expenses for the Residence,
including any real estate tax liabilities and adequate insurance covering the property.
Guskiewicz shall also use the Residence for the performance of his duties as President and shall

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hold official functions and conduct other activities there that relate to the President role.
Expenses for the operation and maintenance of the Residence shall be expenses of the University
and shall include, without limitation, personnel and materials to conduct official University
functions at the Residence.
Guskiewicz will be responsible for insuring his and his family’s personal possessions.
Any additional expenses that the University incurs for food, housekeeping, and the like for the
personal use portion of the Residence are to be tracked and reimbursed to the University by
Guskiewicz.
In lieu of reimbursement of moving expenses, Guskiewicz will receive a one-time,
transition payment of $75,000 in his first monthly paycheck. The University is required to report
and withhold taxes for this payment.

Guskiewicz’s right to use the Residence will terminate on the date on which
Guskiewicz’s presidency has ended and he and his family must vacate the Residence on that
date. All expenses reasonably incurred by Guskiewicz and his family in vacating the Residence
following the expiration of the Term or any termination will be paid or reimbursed by the
University.
I. NCAA
Guskiewicz expressly acknowledges and agrees that as President of an NCAA institution,
he must fully cooperate with and assist the NCAA enforcement staff, the Committee on
Infractions, and the Infractions Appeals Committee to further the objectives of the NCAA and its
infractions program, including the investigation and adjudication of a case.
J. Taxes
Guskiewicz shall certify to the Board of Trustees on an annual basis that he has paid his
federal, state, and local taxes in full.
K. Section 409A of the Internal Revenue Code
This Agreement is intended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”). Accordingly, all provisions in
the Agreement, or incorporated by reference, are to be construed and interpreted to comply with
Section 409A. The University and Guskiewicz agree that, for purposes of the limitations on
nonqualified deferred compensation under Section 409A, each payment of compensation under
this Agreement will be treated as a separate payment of compensation for purposes of applying
the Section 409A deferral election rules and the exclusion from Section 409A for certain short-
term deferral amounts. The University and Guskiewicz also agree that any amounts payable
solely on account of an involuntary separation from service within the meaning of Section 409A
will be excludible from the requirements of Section 409A, either as involuntary separation pay or
as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of
the calendar year following the calendar year of involuntary separation) to the maximum
possible extent. Notwithstanding anything to the contrary in this Agreement, all reimbursements
and in kind benefits provided under this Agreement will be made or provided in accordance with
the requirements of Section 409A, including, where applicable, the requirement that (1) any
reimbursement is for expenses incurred during the period of time specified in this Agreement, (2)

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the amount of expenses eligible for reimbursement, or in kind benefits provided, during a
calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be
provided, in any other calendar year, (3) 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 (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for
another benefit.
L. Appointment and Post-Presidency
Subject to Section M, and upon the Effective Date, the University will immediately
pursue a professor with tenure appointment for Guskiewicz in the Department of Kinesiology, in
the College of Education. The appointment with tenure is separate and distinct from
Guskiewicz’s presidential appointment. As such, the appointment with tenure is subject to all
applicable tenure policies of the University. Pursuant to the Granting Tenure policy,
recommendations for tenure system faculty appointments and tenure originate in the primary
academic unit (department, school, or non-departmentally organized college) and are reviewed
successively by the Dean, the Provost and are approved by the President. Actions involving the
award of tenure are approved by the President, who makes the final recommendation to the
Board of Trustees for action.
Upon the expiration of the Term on March 4, 2029 or termination per Sections M(2),
M(3), or M(4), Guskiewicz shall be entitled to a one (1) year sabbatical, during which
Guskiewicz shall continue to receive his then-current annual base salary and standard University
employee benefit plans. Upon completion of the sabbatical year, Guskiewicz shall assume the
responsibilities commensurate with his position as tenured professor.
In his tenured position, Guskiewicz shall be entitled to compensation equal to fifty
percent (50%) of his annual base salary during his final contract year as President.
M. Rights of Termination
For purposes of this section, any reference to Guskiewicz’s “termination of employment”
(or any form thereof) shall mean Guskiewicz’s “separation from service” within the meaning of
Section 409A.
1. Termination For Cause
The Board of Trustees may terminate Guskiewicz’s employment as President for Cause
immediately upon notice to Guskiewicz, a reasonable opportunity for Guskiewicz to respond to
the notice, and the agreement of three quarters of the full Board of Trustees. As used in this
Agreement, “Cause” shall mean:
a. Failure to attempt in good faith, refusal, or unwillingness to perform his
Duties or follow the legal direction of the Board of Trustees, which in
either case is not cured, if curable, within ten (10) days after receipt of
written notice of such failure;
b. Material breach of this Agreement, which is not cured, if curable, within
ten (10) days after receipt of written notice of such material breach;
c. Willful misconduct, including, but not limited to, acts of fraud or
misappropriation of University funds or assets;

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d. Gross negligence with respect to the University or in the performance of

his Duties;
e. Violation of any material University policy, including, but not limited to,
those as to relationship violence and sexual misconduct, discrimination,
sexual harassment, or use of public funds, which is not cured, if curable,
within ten (10) days after receipt of written notice of such violation;
f. Misconduct with regard to the University or the performance of his Duties
that has or could have, in the reasonable judgment of the Board of
Trustees, an adverse effect on the University (financial or otherwise) or on
Guskiewicz’s ability to perform his Duties, which is not cured, if curable,
within ten (10) days after receipt of written notice of such misconduct; or
g. Conviction of, indictment for, or plea of guilty or nolo contendere to crime
involving fraud, harassment, sexual misconduct, moral turpitude, or any
felony.
Upon Guskiewicz’s termination as President for Cause, the University shall have no further
obligation to Guskiewicz (or Guskiewicz’s estate) and Guskiewicz must vacate his office and
Residence immediately. Guskiewicz must also return his leased vehicle immediately. Further,
in no case shall the University be liable to Guskiewicz for the loss of any collateral business
opportunities, or any other benefits, income, or consequential damages suffered by Guskiewicz
as a result of his termination for Cause. Further, in the event Guskiewicz is terminated as
President for Cause, as determined in the discretion of the Board of Trustees, Guskiewicz is also
terminated from his tenured faculty appointment without any additional action necessary by the
Board of Trustees or University. Guskiewicz expressly understands that ordinarily a tenured
professor can only be dismissed for cause through the process outlined in Board of Trustees’
Policy BOT 505, but nonetheless agrees to waive that process or any other process available
under University policy or practice or that may otherwise be available by law for termination of
the faculty position.
2. Termination Without Cause
The Board of Trustees may terminate Guskiewicz’s employment as President without
Cause at any time upon written notice to Guskiewicz and the agreement of three quarters of the
full Board of Trustees. If the Board of Trustees terminates Guskiewicz’s employment as
President without Cause at any time after the Effective Date and prior to the expiration of the
Term, Guskiewicz shall be entitled to assume the responsibilities commensurate with his position
as tenured professor and shall be entitled to compensation equal to fifty percent (50%) of his
annual base salary during his final contract year as President. Guskiewicz will also be entitled to
a year sabbatical year in accordance with Section L.
3. Resignation Without Good Reason
Guskiewicz may voluntarily terminate his employment as President upon six (6) months’
notice, which termination date the University may accelerate at the discretion of the Board of
Trustees. If Guskiewicz voluntarily terminates his employment prior to the expiration of the
Term, Guskiewicz will forfeit his deferred compensation under Section E(2), and Guskiewicz
will be entitled to join the faculty. Guskiewicz will also be entitled to a sabbatical year in
accordance with Section L. Guskiewicz must return his leased university vehicle within 30 days
from Guskiewicz’s termination date due to resignation.
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4. Resignation With Good Reason

Guskiewicz may terminate this Agreement and his appointment as President at any time
with Good Reason. For purposes of this Agreement, Good Reason shall mean, without
Guskiewicz’s express prior written approval: (i) assigning Guskiewicz to an office or Residence
that is more than 25 miles from the current office of the President or then-current Residence, as
applicable; (ii) a material decrease in Guskiewicz’s annual base salary, except for in the event of
financial exigency resulting in a decrease to the salary or potential bonus opportunities of the
University’s senior management generally; (iii) a material diminution of Guskiewicz’s Duties or
demotion from the position of President; or (iv) a material breach of this Agreement. The
University shall have thirty (30) days after receiving notice from Guskiewicz stating his intention
to resign his employment as President for Good Reason, and the grounds therefor, to cure the
condition giving rise to Good Reason. In the event the University cures the condition giving rise
to Good Reason, Guskiewicz’s notice of intent to terminate for Good Reason shall be deemed to
be automatically withdrawn and shall not constitute notice of voluntary resignation. In the event
the University fails to cure the condition giving rise to Good Reason, upon Guskiewicz’s
resignation as President for Good Reason, Guskiewicz will be entitled to join the faculty.
Guskiewicz will also be entitled to a sabbatical year in accordance with Section L. Guskiewicz
must return his leased university vehicle within 30 days from Guskiewicz’s termination date due
to resignation.
5. Death or Permanent Disability
If Guskiewicz dies or becomes permanently disabled while serving as President, this
Agreement terminates on the date of death or permanent disability as determined by a licensed
physician mutually agreed upon by the Parties. The University shall pay to Guskiewicz or
Guskiewicz’s personal representative, and Guskiewicz, his beneficiaries, or his estate, as
applicable, shall be entitled to, all benefits to which he is entitled pursuant to any University
disability insurance plan in which he participates, as well as (a) payment of any unpaid portion of
his then-current annual base salary through the date of death or permanent disability, (b)
reimbursement of any documented and approved expenses yet to be reimbursed, (c) any vested
benefits to which Guskiewicz is entitled under the University’s benefit plans, policies, and
procedures then in effect, and (d) retain any right to contribution, advancement of expenses,
defense or indemnification that Guskiewicz may have under the University’s governing
documents or any separate indemnification agreement, or as provided under applicable law, and
to coverage under any insurance policy relating to events occurring on or before the date of death
or permanent disability. Guskiewicz must return his leased university vehicle within 30 days
from Guskiewicz’s date of death or official declaration of permanent disability pursuant to this
Section M(4). For purposes of this Agreement, “permanent disability” means Guskiewicz’s
inability to perform the essential functions and Duties of the job of President for a period of six
(6) continuous months, with reasonable accommodations.

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N. Dispute Resolution
The Parties agree to make a good faith effort to resolve any dispute arising from
Guskiewicz’s employment or termination of employment in an amicable fashion.
1. Mediation
To the extent that any dispute arising from Guskiewicz’s employment or termination of
employment cannot be resolved amicably between the Parties, the Parties agree to submit the
dispute to non-binding mediation. Mediation shall be conducted in Lansing, Michigan by an
experienced mediator selected jointly by the Parties. The mediator’s fee shall be shared equally
between the Parties. Mediation shall occur within thirty (30) days of the date of selection of the
mediator.
2. Arbitration

If the mediation is unsuccessful, the dispute will be submitted to arbitration, initiated, and
conducted according to either the JAMS Streamlined (for claims under $250,000) Arbitration
Rules and Procedures or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules
and Procedures of JAMS or its successor, except as modified herein, in effect at the time the
request for arbitration is made (the “JAMS Arbitration Rules”).

The arbitration shall be conducted in Lansing, Michigan, before a single neutral arbitrator
appointed in accordance with the JAMS Arbitration Rules. The arbitrator shall follow Michigan
law and the Federal Rules of Evidence in adjudicating the dispute and shall retain jurisdiction to
oversee the enforcement of any award. Subject to the ability of the Parties hereto to vacate a
decision or award under the Federal Arbitration Act, any decision or award of the arbitrator shall
be final, binding and conclusive on the Parties hereto and their respective affiliates, as
applicable.
The Parties agree to equally divide the cost of any arbitration administrative fee and the
compensation of the arbitrator.
O. Notice
All notices required or allowed by this Agreement must 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 will be the addresses to which all notices
required or allowed by this letter agreement must be sent:

If to the University:

Michigan State University

Attn: Chair of the Board of Trustees Michigan State University
426 Auditorium Road
Hannah Administration Building, Room 450
East Lansing, Michigan 48824

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With a copy (not constituting notice) to:

Brian Quinn
Office of General Counsel
Michigan State University
426 Auditorium Road
Hannah Administration Building, Room 494
East Lansing, Michigan 48824

If to the President:

Kevin Guskiewicz
Office of the President
Michigan State University
426 Auditorium Road
Hannah Administration Building, Room 450
East Lansing, Michigan 48824

With a copy (not constituting notice) to:

Douglas J. Ellis
Dentons
625 Liberty Avenue, 5th Floor
Pittsburgh, Pennsylvania 15222

Delivery of any such notice shall be deemed to occur on the earlier of actual receipt or tender and
rejection by the intended recipient.
P. Mutual Understanding
Each Party warrants that he/she/it has read the Agreement, fully understands the contents
of this Agreement, has had the opportunity to obtain independent legal advice regarding the
Agreement’s legal effect, and is under no duress regarding its execution.
Q. Non-Assignable
This Agreement is not assignable but shall be binding upon the heirs, administrators,
personal representatives, and successors of both Parties.
R. Severability and Waivers
If any portion of this Agreement is held to be invalid, inoperative, or unenforceable, then,
so far as possible, effect will still be given to the intent manifested by that portion of this
Agreement. The remainder of this Agreement will be of full force and effect. Waiver or failure
to enforce any or all rights under this Agreement by any Party on any occasion will not constitute
a waiver of that Party’s right to assert the same or any other rights on that that or any other
occasion.

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S. Governing Law
This Agreement is to be governed and construed, and the rights and obligations of the
Parties hereto will be determined, in accordance with the laws of the State of Michigan.
T. Counterparts
This Agreement may be executed in counterparts.
U. Complete Agreement
This Agreement constitutes the entire agreement among the Parties and fully supersedes
any and all prior agreements or understandings, written or oral, between the Parties pertaining to
the matters set forth in this Agreement. This Agreement may not be amended, modified, or
changed other than by the mutual written consent of the Parties to be bound.

12/7/2023
_________________________________ Date: _______________
Kevin Guskiewicz

Board of Trustees of Michigan State University

12/8/2023
By:________________________________ Date:________________
Rema Vassar, Chair

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