SOUTH FLORIDA December 9, 2016 10: Charlie Strong (Coach”) FROM: Mark Harlan, USF Dirsctor of Athletics SUBJECT: USK Head Foothall Coach Later of Ofer Dear Me Strong ‘The University of South Florida and its Department of Athletics University" or USE") are enthusiastic about the opportunity for you t0 become the University’s next Head Football Coach, On behalf ofthe Univesity, we extend an offer of employment to you asthe Head Coach of our Football program. Its understood and agreed upon that a numberof terms below continue to be the subject of good faith negotiations between the parties. However, we have entered into this Letter of Offer in order to avoid delgy in confirming both USF's afer to you to become the Head Catch ofthe USF Foosball program ard your acceptance of this afer, The terms ofthis offer (“Agreement”) willbe incorporated into and further detailed in a Tong form Head Coaching Agreement within thinty (30) days ofthis eter 1. Tem of Employment: An initial term of 5 years through December 31,2021 or the end of the ihen eurent season, whichever is ater. 2. Coach's Duties: Coach wil serve a the lead Coach ofthe University’s football program and devote his fulltime, energy, and abilities forthe exclusive benefit of the University as specifically set forth inthe Head Coaching Agreement. Coach will act under the supervision ‘of and perform to the reasonable satisfaction of the Director of Athletes and abide by all [NCAA and University rules and polices. 3. Base Salary and Beneits: $500,000 annually plus benefits provided to University employees hased upon the Base Salary. Ineeases to Base Salary will not be subject to state legislative approplatons or other University slary increase programs. Coach will receive any and all, ‘other regular employrrent benefits provided by the State of Florida to similarly situated at-will, «employees. Except however, Coach agrees to waive allright toa payout fr accrual of vacation and sick leave time though the term ofthis Agreement.4. Adsitional Compensation and Benefits: 8) Coach will provid: to University a variety of other services including, but not limited t, promotional actives, appearances, fundraising and development evens, television oF radio broadcasts, etc. atthe direction of the University, and the University wil pay coach the following amounts (‘Supplemental Compensation”) beginning January 1, 2017 {V1/2017: $500,060 (Total Annual Compensation w! Base Salary ~ $1,000,000) W1/2018: $500,000 (Total Annual Compensation w/ Base Salary ~ $1,000,000) 1W1/2019: $2,000,300 - (Total Annual Compensation w! Base Salary ~ $2,500,000) 11/2020: $2,100,200 - (Total Annual Compensation w/ Base Salary ~ $2,600,000) 1W1/2021: $2'200,200 - (Total Annual Compensation w/ Base Salty ~ $2,700,000) University will mace supplemental compensation paymentson a quarterly basis (i, Match 5st, une 30th, Sqpember 30th, and December 31st). University will make such quarterly Payments on the fst payroll eyce following a quater-end. ‘Coach may, with approval ofthe Athletic Director, reallocate funds within section () and te section 6 ') A country club membership willbe provided for you and your family at a club designated by the University Automobile tpend of $800.00 monthly or one courtesy car. ‘8, Useof ome Game football stadium suite and 6 season tickets, (with incidental costs borne bby Coach for perscnal use), 4 season tickets for Men's and Women's Basketball ©) Coach has the right to operate football camps and clinies at USF at the discretion ofthe Direcior of Athletes with the understanding tht Coach will ensure the operation of any such camp are private and independent ofthe University and Coach's operation of any’ such ‘amp complies wih all applicable laws and USF regulations and policies. 1) Coach may receive endorsement rights offered to Coach in his individual capacity from outside the Univenity in accordance with NCAA regulations and in accardane with the terms ofthe Head Coaching Agreement. Coach cannot enter agreements on behalf ofthe University or agreement that would require scion by or oblige the University. Further, Coseh may not hea party to an apparel or shoe agreement requiring Football Program to wear a certain appcrel or shoe products, and Univesity may require Coach to comply with ‘the terms of any such agreement entered into bythe University. The compensation listed above may be treated as taxable income by the Coach. Coach agrees that he will pay any tx dat might be due to any taxing authority that isnot otherwise reported by the Univers,5, Performance Achievement 1d Bonuses: 4) Performance Achisvements and Bonuses: ‘The Universy vill pay Coach addtional compensation in the form of performance incentives if the Football Program fulfils or achieves any of the events or accomplishments. Coach and Athletic Director shall mutually determine the relevant achievements and amounts associated with same. However, incentives will not be payable for any season in which the Football program's annual Academic Progress Rate ("APR") reported in the University’s Official Annual APR Report is below 930 (or other minimum sas may be set by he NCAA) for each academic year resulting while under the care and ‘management of Coach 6. Assistant Coaches and Program Support: ‘The Assistant Coaches’ compenstion/sslary pool shall be the following ggregate amount: $1,660,000 18) Beginning on January 1, 2018 and at each anniversary thereof during the term of this, ‘Agreement, the Coaches Pool mey adjust. 2018: $2,280000 1/2018: $3,400000 W1/2020: $3,400000 1/2021: $3,400000, Couch may at his siseretion snnusly reallocte the compensation/salary pool among the ‘Assistant Coaches based on any combination of the following factors: performance; availability of funds; and the interests ofthe university and the football program, Coach will consult with the Athletic Director on this anual allocation, 7, ‘Termination by Couch: In the event that Coach voluntarily terminates this Agreement or his employment withthe Jniversity without cause, Coach shall pay the University within ninety (60) days oF such termination the following amount as applicable: Date of execution ar 1/1/2017, whichever date frst occurs, dn 12/31/2017: $2,500,000, January 1, 2013 thru Devember 31,2018: $2,200,000 January 1, 2019 thra December 31,2019: $2,000,000 ‘+ January 1; 2020 thru December 31,2020: $1,700,000 ‘© January 1, 2020 thru December 31,2020: $1,700,000 Upon notice of temnation by Coach, the University shall be relieved from all future obligations under this Agreement, The parties agree that t would be very difficult to ascertain orestimate actual danages to the University, andthe sum specified above is reasonable and sppropriate compensation forthe injury suffered by the University and is not a penalty.8, ‘Termination by Univesity: Inthe event that the University terminates this Agreoment ot ‘otherwise relieves Coach of his duties hereunder for reasons other than for ease’ the sole obligation of the University under this Agreement shall be to continue to provide the Base Salary to Coach as se forth provided for in Paragraph 3 above (exclusive of benefits) as if Coach were fly performing his duis for a period of 20 (twenty) weeks only. This payment ay be accelerated at ine discretion ofthe University. Notwithstanding the foregoing, if Coach subsequently obtains employment in another football coaching capacity prior to the expiration ‘of the twenty week period, then the following shall apply: (i) if Coach's new base salary is treater than the Base Salary, thea the University’s abigatons to make payment(s) under this Section shall cease as f the frst date of new employment; or (i if Coae’s new base salary is less than the Base Salary, then the University shall only be obligated to pay fr the difference Detween the wo amounts, les any salary increases paid by the new employer, twenty week period. Any amounts of Base Salary paid as afump sum in advance sh caleulated as Set forth inthe preceding sentence and a peo rata portion of any advance payments shall be returned tothe University if necessary. Upon termination, Coach shall be relieved of all further obligations under the Agreement, USF is not responsible for any additional ‘compensation under this Agreement, and payment made by USF as provided shove in this ‘Agreement wil be in full satisfaction of all claims, You are obligated to natty us of new ‘employment and provide copy of your contrat including subsequent adjustments ‘The University may ako terminate Coach's employment 'or cause’ for reason including, but not limited to, () @ material breach by Coach of his duties o his employment agreement; i) ‘violation of any law oF rule applicable to intercollegiate athletics; o (i) other misconduct, including without limitation fraud, dishonesty, excessive use of alcool, use or possession of drugs, gambling acts of violence, or eer conduct that is contrary to the University’s mission 2358 public educational institution, tn the event of termination for caus, the University’ shall be relieved of al payment obligations under this Agreement of the effective date of the termination for ease, 9. Compliance with Rules and Regulations: nthe performance of his duties, Coach stall comply ‘with all applicable laws and all University, NCAA and Conference rules, regulations and policies. Coach shall ensure that assistant couches and other individuals under his supervision comply with such laws, rules and policies. Coac’s violation of any such laws rules will be considered ground fortermination for cause 10. Coach's Representatiens: Coach warrants and represents othe University that: 4) He has the necessary knowledge, skills, qualifications, and experience to serve asthe head coach ofthe Foabal Program, ') He js familiar withthe Athletic Rules and University Rules, he will abide by these rules and he wil remain familar with these rales in he ftre, ©) There are no conficting obligations ot agreements with another college, university, or ‘other individual or entity that prevents him from entering into this Agreement and lly executing the duties required by this Agreement4) Hehas not been found to have violated any Athletic Rules after investigation by the NCAA. ‘or other agency, art that he has Tully disclosed to the Athletic Director and the University any and all past imestigations of alleged violations of Athletic Rules in which hehas been involved. ©) His reported academic credentials are accurate as stated in any application materials submitted to the University or reported by or on behalf of Coach (Le. current or past ‘employer's websites and publications) 11, Disputes: The parties hereby consent that any dispute arising out of or relating fo this offer ‘hall be finally settled by arbitration conducted expeditiously in accordance with the American Axbitration ASsociation ("AAA") Rules, Any such arbitration shall take place in Hillsborough County, Florida or the county in which either party resides. Any judgment upon the award decided upon by the arbitrators may be entered by any court having jurisdiction thereof. The arbitrators are not emgowered to award damages in excess of compensatory damages and each party hereby irrevocanly waives any damages in excess of compensatory damages. A more ‘thorough arbitration provision shall be included in the Head Coaching Agreement. ‘Acknowledgement of Terms: By signing below, Coach is agreeing to the material terms outlined in this Letter of Offer. Coach also agrees and understands that these terms will be incorporated into the University's Head Coaching Agreement thatthe parties will promptly ‘execute within thirty (30) days of this letter. We look forward 12 and successful partnership, fark Harlan University of South Flori, Director of Athletics Accepted by:EXHIBIT A PERFORMANCE ACHIEVEMENTS AND BONUSES regular season wins (eumulte] $5,000 ‘9 regulr season wis (emulate) $10,000 20 regular season wins cumulative $15,000 regular sncon wine cumulative) $20,000 12 regular season wins cumulve) $25,000 “Top 16 hr 25 Finish AP or CEPtop 25 ranking at endo season) 515.00 Top 11th 15 Fish (A or Cop 25 ranking at end of season) $25,000 “Top Lh 10 ih (AP or CEP op 25 ranking tendo season) $50.00 ‘Win Over Top 25 Team (AP or GP ranking a of date of win]; (One bons per win, non-umultve wth op 10 wi) $10,000 ‘Win Qver Tap 10 Team (AP or GP ranking as of date of win), (One bonus per win, non cumulative wth op 25 wn) $25,000 ‘conference Coach othe Year $25,000 atonal Coach ofthe Year AP or AEC) $80,000 ‘Academic Pesfornance Rata > = 10950 up 10974 $15,000 Acadomic Peformance Rate> @ = 10575 25000 ‘Academic Year Team GPA> of =t03.0upto3.24 $10,000 ‘Academic Year Team GPA of =t03.25 upto 3.49 $20,000 ‘Academic Year Team GPA of =t035 $20,000 Conference Championship Gam winner $50,000 Conference Champlorship Game partpant $10,000 ‘FP Bowl Win (New Yea Si 100.000 FP ols partiipant (New ¥ea"s Si) $80,000 ‘Win Navona Champions 250000, Nationa chamoionshie Game ptiioant 100,000 Allother Bowl Wine 25,00 _Alloter Bow Participation $35,000 onusre72000%