The official minutes of the University of South Carolina Board of Trustees are maintained by the Secretary of the Board. Certified copies of minutes may be requested by contacting the Board of Trustees’ Office. Electronic or other copies of original minutes are not official Board of Trustees' documents.

The Executive Committee of the University of South Carolina Board of Trustees met Wednesday, May 8, 2002, at 9:15 a.m. in Osborne Building Room 206B.

Members present were: Mr. Mack I. Whittle, Jr., Chairman (via telephone); Mr. Herbert C. Adams (via telephone); Mr. James Bradley (via telephone); Dr. C. Edward Floyd (via telephone); Mr. William C. Hubbard (via telephone); and Mr. Michael J. Mungo (via telephone). Other Trustees present were: Mr. Toney J. Lister (via telephone) and Mr. Robert N. McLellan (via telephone).

Others present were: President John M. Palms; Secretary Thomas L. Stepp; Executive Vice President for Academic Affairs and Provost Jerome D. Odom; Vice President and Chief Operating Officer J. Lyles Glenn; Vice President and Chief Financial Officer Richard W. Kelly; Vice President for Information Technology and Chief Information Officer William F. Hogue; Vice President for Human Resources Jane M. Jameson; Vice President for Student and Alumni Services Dennis A. Pruitt; General Counsel Walter (Terry) H. Parham; Director of Athletics Michael B. McGee; Director of Business Affairs Helen Zeigler; Director of the Office of Public Affairs Russell McKinney; and members of the media.

Chairman Whittle called the meeting to order and invited Board members to introduce themselves. Mr. McKinney introduced a member of the media who was in attendance. Chairman Whittle stated that notice of the meeting had been posted and the press notified as required by the Freedom of Information Act; the agenda and supporting materials had been circulated to members of the Committee; and a quorum was present to conduct business.

There were contractual matters which were appropriate for Executive Session. Chairman Whittle called for a motion to enter Executive Session. Mr. Adams so moved, and Mr. Mungo seconded the motion. Secretary Stepp called the roll, and the motion carried.

The following persons were invited to remain: Dr. Palms, Mr. Stepp, Dr. Odom, Mr. Glenn, Mr. Parham, Mr. Kelly, Dr. McGee, Dr. Hogue, Ms. Jameson, Dr. Pruitt, Ms. Zeigler, Mr. McKinney, Ms. Tweedy and Ms. Warren.

Return to Open Session

1. Contractual Matters:
   1. Athletics Contract: Chairman Whittle called on Mr. Parham who briefly summarized the essential terms of the proposed employment agreement for Women's Head Basketball Coach Susan K. Walvius. They were as follows:
      1. Contract Term: The new contract would cover a 5-year term beginning May 16, 2002 and ending May 31, 2007. At the conclusion of the 4th year (May 31, 2006) the term of the contract would automatically be extended for 1 year unless the University had provided written notice of non-extension on or before May 1, 2006. Thereafter, at the conclusion of each year (May 31st), the term would automatically be extended for 1 year unless the University had provided written notice of non-extension on or before May 1st of each year.

      2. Base Salary: Coach Walvius would receive a base salary of $150,000 and an annual supplement of $50,000.

      3. Performance-Based Supplemental Compensation: Many opportunities for performance-based supplemental compensation had been included in the contract. Coach Walvius would have the opportunity to earn money based on the performance of the team and her recognition as Coach of the Year.

      4. Longevity Bonus: A longevity bonus provision had been added to the contract. Coach Walvius would receive $100,000 if she remained as the women's head basketball coach until May 31, 2007. If the University terminated this contract prior to May 31, 2007, she would receive $20,000 for each year of the contract completed through the effective date of termination.

      5. Insurance: A disability insurance benefit of $100,000 annually had been added.

      6. Automobile: Coach Walvius would continue to receive the use of 1 automobile.

      7. Club Memberships: Coach Walvius would receive various club memberships including the addition of membership in the University Club.

      8. Basketball Tickets: Coach Walvius would receive 8 tickets to each regular season women's home basketball games, 8 tickets to each regular season women's away basketball games, and 8 tickets to each SEC Tournament game in which the women's basketball team participated.

      9. Basketball Camp: Coach Walvius would have the opportunity to conduct a basketball camp for a maximum of 4 weeks each summer.

      10. Outside Income: Coach Walvius would have the opportunity to earn outside income from television and radio shows, commercial endorsements, and coaching apparel and shoe contracts. In the event that Coach Walvius did not earn at least $35,000 from television and radio shows, and $20,000 from coaching apparel and shoe contracts, the University would pay the balance.

      11. Termination: The University reserved the right to terminate this contract for a variety of "for cause" reasons which were detailed in the contract. These termination clauses were identical to those contained in Head Men's Basketball Coach Dave Odom's contract. In the event the University did terminate the contract "for cause," Coach Walvius would be entitled to her base salary only through the effective date of termination plus any performance-based incentives earned through that point. In addition, Coach Walvius would be entitled to $20,000 per year for each year of the initial 5-year contract completed.

      12. Termination by University Without Cause: The University had the right to terminate Coach Walvius' contract without cause at any time upon 30 days notice. In such event, the University would pay Coach Walvius' base salary for the remaining term of the contract, any earned performance based supplemental compensation until the effective date of termination, and $20,000 per year for each year of the initial 5-year term contract completed.

      13. Termination by Coach: Coach Walvius could terminate the contract upon 30 days written notice. In such event, Coach Walvius would pay 50 percent of her base salary for the remaining term of the contract, plus 50 percent of an amount equal to $20,000 for each year of the initial 5-year contract term Coach Walvius had worked, through the effective date of termination.

      Mr. Adams moved approval of the proposed employment agreement for Women's Head Basketball Coach Susan K. Walvius as described in the materials distributed for this meeting. Mr. Mungo seconded the motion. Secretary Stepp called the roll, and the motion carried.

      As Chairman of the Intercollegiate Activities Committee, Mr. Lister also supported the approval of this contract.

   2. Food Service Contract: Chairman Whittle called on Mr. Kelly who indicated that the RFP process regarding the selection of a new food service vendor had recently been completed. He was recommending the proposed contract with Sodexho for a term of 15 years. Vendor contributions during this period had been identified in the materials distributed for this meeting.

      Final approval of this food services contract would be deferred to Chairman Whittle's discretion with respect to the following three conditions:

      1. Dr. Sorensen, as incoming President, would have adequate time to review and approve the contract in the context of a review of the physical condition of the Russell House.

      2. Appropriate language would be incorporated in the contract which would satisfactorily address the condition of the Russell House and the potential that it might not exist beyond a certain period of time.

      3. Sodexho had issued a letter of credit or escrow opportunity to protect the University throughout this process.

      Mr. Mungo moved approval of the food services contract as described in the materials distributed for this meeting pending satisfaction of the above 3 conditions as discussed, deferring final approval of the resolution of those issues to Chairman Whittle's discretion. Mr. Bradley seconded the motion. Secretary Stepp called the roll, and the motion carried.

   At this time, Mr. Mungo requested that Secretary Stepp, on behalf of the Executive Committee, send a resolution of gratitude to Richard Miksad, a presidential search candidate.

   Secretary Stepp read the following resolution:

   The University of South Carolina
   Board of Trustees
   RESOLUTION

   WHEREAS, Richard W. Miksad, Dean of the School of Engineering and Applied Science at the University of Virginia, has led a distinguished academic career, including service as Chair of the Department of Aerospace Engineering and Engineering Mechanics at the University of Texas at Austin and important teaching progressive development of the State of South Carolina resulted in Dr. Miksad's consideration of service to the University as its President, before withdrawing from the presidential search process for personal reasons,

   THEREFORE BE IT RESOLVED that the Executive Committee of the Board of Trustees in session assembled this 8th day of May 2002 expresses its appreciation to Dr. Miksad for his interest and commitment of time and effort to the presidential search process, and

   BE IT FURTHER RESOLVED that a copy of this Resolution be presented to Dr. Miksad as a token of the respect he garnered during his intelligent and creative dialogue with University officials.

   PRESENTED FROM COLUMBIA, SOUTH CAROLINA
   ___________________________Chairman, Board of Trustees
   ___________________________Secretary, Board of Trustees

   Mr. Mungo moved approval of this resolution. Mr. Adams seconded the motion. The Resolution was unanimously adopted. Chairman Whittle asked that this resolution be sent to Dr. Miksad in an appropriate form.

Since there were no other matters to come before the Committee, Chairman Whittle declared the meeting adjourned at 10:40 a.m.

Respectfully submitted,
Thomas L. Stepp
Secretary