SE RS EEE AS TORE SL: resnoue Sota sa FOI Burson-Marsteller Virginia Polytechnic Institute & Stote University/Burson-Marsteller Engogement Letter Crisis Recovery Action Plan Mey 20, 2007 dhe, Larey Hincker Asseciate Vice President, University Relations Virginia Tech 324 Burrus Hall Blacksburg, VA 24082 Deor Mr. Hincker: ‘This engagement letter outlines the role, scope of work, and specific financial ond billing terms of Burson-Marsteller, LLC ("B-M") for the services specified below to be rendered fo the Virginia Polytechnic Institute & State University (‘Client or "VT") which commenced at Client's request on Mey 1, 2007 end continues through December 31, 2007, It is understocd that this letter complements and is governed by eur legal terms and conditions that have been submitted under separate cover. Scope of Work Professional services to be provided by S-M to Client under this engagement letter are outlined in the Crisis Recovery Actien Plan and Estimated Budget, (‘Exhibit A”) which is attached herete end incorporeted nerein by reference. Financial Terms: «Professional fees and expenses for aut-of-pocket clip costs for the scope of work eutlined in Exhibit 4 will be approximately $600,000 and will be billed te and due from Client as stated in the Billing/Payment Terns below. The totcl estimated professional fee end expense budget i bosed on services being rendered through the full term of this engagement and is divided for Tt is understood that the actual value of services per menth may vary billing purposes only. based oh the specific services need in each month. «© Expenses {other than out-of-pocket clip costs) include but are not limited te, postage, messenger, long distance telephane charges, photography, travel and related expenses end 3 das incurred, A service fee may apply to porty vendor invoices will be additional ond inveice third perty vendor charges.ee Burson-Marsteller Billing/Payment Terms: = Treonnection with the professional services to be rendered and expenses to be Incurred under ‘hi engogenent, B-M will send Client and invoice in the amaunt of $100,000, Client agrees te remit an initial poyment in the amcunt of $100,000 in advance es specified herein. The initel poyment received will be apalied against B-Mts stendord hourly rates in effect at the tine such Eervices ore rendered to Client and expenses incurred in providing the services. Payment of ‘this invoice is due promptly upon receipt but in no case later thon May 28, 2007. Upen exneustion of the initial peyment, on er abaut the beginning of each month, 8-A4 will send Client an invoice for all professional fees and expenses incurred in providing services during the previous month. penses will be nveiced monthly os incurced. Expenses sholl be listed on a category basis (09. telephone, fax, photography, etc). Supporting documentation will be available far revien ot request, All hourly time charges will be at B-M's standard hourly rates in effect at the time services ore renderes to Client, With the exception of the inital invoice noted above, which is due promptly upon receipt but in ne case loter than Mey 28, 2007, payment an all invoices is due within 30 days of receipt of invoice Grless cdvance paymenss to third parties are required. In the cose of edvance payments to third perties, Client cgrees to pay B-M inmedictely upon presentation by Bf to Client of ¢ B-M invaice any such third party inveice, lly require thot oll payments be made vie wire transfer to the fellowing account Wachovia Bonk Acct name: Burson-Mersteller ‘Acct # 2079900145531 ABA Routing # 053 000 219 ‘Swift Code PNBPUS3S We respec under this ath reserves the right, at its sole discretion, net te commence or continue any services engagement f Client fails 4e remit any payment due hereunder within the time frame specified heen. Tr is clearly understeod end eqreed that should BM exercise its ight hereunder, B-M shell nat be lable for any costs whctsoever (including without limitation, any eancelletion fees or penalties), erizing gut of or resulting from &-M's exercising such rightuO Burson: Marsteller Any werk beyond the scope of work outlined in this engagement letter will be negotiated separately end outlined in ¢ separare engagement letter on a per aroject basis, No such additional work will begin without tne prior written agreement of beth perties. This engagement con de cancelled at any time with 60 days written notice, Client will be resporsible for payment of the full flat monthly fee (er pro-rata partion thereof) ond/or hourly Fees whichever is greater, plus expenses incurred to date (including the 60 doys felleving "he rotification), Please indicate your confirmation end acceptonce of the above by signing in the spece provided below and returring one original signed copy of this letter. Yours sincerely, Burson-Marsteljer, LLC lake Penny Director, Medio Burson-Morsteller, LLC outa pete: Col 7/07 ‘aren Levin Practice Business Monager, Medic Accepted ond agreed by en authorized representative of: Virginia Polytechnic Institute & State University ny + oy RL G mete: 6/0/19 Title: Oni Provost and Vice President for Beakemic. AF£aic S ject Code Not al Use Only