FOURTH AMENDMENT TO THE EMPLOYMENT CONTRACT BETWEEN THE GEORGIA TECH ATHLETIC ASSOCIATION AND COACH PAUL JOHNSON ‘This fourth amendment (“Fourth Amendment”) of the Head Football Coach Employment Contract, effective as of December 10, 2007, is made by and between the Georgia Tech Athletic Association (the “Association”) and Paul Johnson (the “Coach”), and Paul Johnson Consulting, Inc. WITNESSETH WHEREAS, the parties entered into that certain Head Football Coach Employment Contract dated December 10, 2007 (“Contract”), and whereby Coach agreed to perform such duties as are reasonable and customary for a coach in administration of a football program, and the Association agreed, inter alia, to compensate Coach for his services; WHEREAS, the Contract was amended by a First Amendment dated January 1, 2009, a Second Amendment dated January 1, 2010, and a Third Amendment dated December 5, 2014, and; WHEREAS, the parties to said Contract have subsequently discussed changes to the Contract, and wish to amend certain terms and conditions of the Contract pursuant to this Fourth Amendment; WHEREAS, except as amended herein, the terms and conditions of the Contract dated December 10, 2007 shall remain in full force and effect, NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the parties to the Contract hereto agree as follows: 1. Article I of the Contract is deleted in its entirety and replaced as follows: ARTICLE I TERM This Fourth Amendment extends the original Contract (dated December 10, 2007) through December 31, 2022 for a total of fifteen (15) consecutive seasons. If the Association terminates this Contract without Cause, as defined in the Contract, the Association shall make separation payments to Coach only as follows: 1. If Coach is terminated without Cause at the end of the 2018 season, the ‘Association shall provide separation pay of Four Million Dollars ($4,000,000), to be paid out to Coach in four annual installments of One Million Dollars ($1,000,000) each.2. If Coach is terminated without Cause at the end of the 2019 season, the Association shall provide separation pay of Three Million Dollars ($3,000,000), to be paid out to Coach in three annual installments of One Million Dollars ($1,000,000) each. 3. If Coach is terminated without Cause at the end of the 2020 season, the Association shall provide separation pay of Two Million Dollars ($2,000,000), to be paid out to Coach in two annual installments of One Million Dollars ($1,000,000) each. 4, _ If Coach is terminated without Cause at the end of the 2021 season, the ‘Association shall provide separation pay of One Million Dollars ($1,000,000), to be paid out to Coach in a single lump sum payment, 5. The separation payments described in subparts 1 through 4 are not cumulative. 6. ‘There shall be no separation payments to Coach in the event of (a) a termination for Cause, or (b) a voluntary resignation by Coach, or (c) expiration of the Term. In any contract year prior to the last year of this Contract, however, the Association shall provide an “early relirement” payment of One Million Dollars ($1,000,000) to Coach if, no later than one month prior to the last game of the regular season, Coach gives written notice of his intent to retire at the end of that season. Any such “carly retirement” payment would be paid out to Coach over four years in four equal installments of Two Hundred Fifty Thousand Dollars (250,000) each. Coach shall not be entitled to any (or any further) “early retirement” payments if he accepts a head coaching job of another FBS team. In no event shall the Association be liable for any payments upon the termination of Coach’s employment with the Association, except as set forth above. Coach and Paul Johnson Consulting hereby expressly waive any further claim for damages of any nature whatsoever arising from the termination of Coach's employment and of this Contract except as set forth in the preceding paragraph, The aforementioned termination payments shall be the total and sole amount that Coach and/or Paul Johnson Consulting shall be entitled to receive from the ‘Association in the way of compensation in the event that he ceases to be employed at the Association. fat any time during the term of this Contract, Coach voluntarily terminates his employment and this Contract by resignation to accept a position as a head football Coach of another FBS team, the Association’s obligations to Coach and Paul Johnson Consulting under this Contract shall cease and the Coach and Paul Johnson Consulting shall only be entitled to those amounts eamed and remaining unpaid as of the date of Coach’s voluntary termination of employment. It is understood and agreed that if Coach voluntarily terminates his employment with the Association to accept a position as a head football coach of another FBS team, Coach shall owe the Association the sum of Seven Hundred Fifty Thousand Dollars ($750,000). Coach understands and agrees not to apply for or otherwise seek any other position as a football coach on the intercollegiate and/or professional level without prior notice to the Director of Athletics of the Georgia Tech Athletic Association. In no event shall Coach be liable for any other damages or buyout other than as specified above.2. Article HA is deleted in its entirety and replaced as follows: A. ANNUAL SALARY ‘The Association shall pay Coach in equal monthly installments a salary of Three Hundred Fifty Thousand Dollars ($350,000) for each year of this Contract. During the remaining term of this Contract, the annual salary shall be as follows: [ 2018- $350,000 | 2019- | $350,000 2020 - $350,000 2021 - $350,000 2022- $350,000 3 Article ITI E of the Contract is deleted in its entirety and replaced as follows: E, EXEMPLARY PERFORMANCE In recognition of the fact that exemplary performance by the intercollegiate football team produces both tangible and intangible benefits for the Association and the Georgia Institute of Technology by focusing favorable, public attention on the Association and the Georgia Institute of Technology, and in further recognition of the additional work and sacrifice of Coach to prepare and participate in a pre-season or post-season bow! game, the Association shall pay additional compensation to Coach in each year of this Contract in which any of the following events occur: 1. Coach shall be paid an additional One Hundred Forty Thousand Dollars ($140,000) for each season in which the Georgia Tech football team achieves a Graduation ‘Success Rate of seventy percent (70%), as calculated by the NCAA according to their criteria; 2. Coach shall be paid an additional incentive for achieving athletic performance goals as follows regarding APR Rates (not cumulative): Greater than or equal to 930 - $ 65,000 Greater than or equal to 940 - $ 90,000 Greater than or equal to 950 - $115,000 3. Coach shall be paid a single bonus from the list below as an additional incentive for a certain number of wins during the regular season in a season in which the Coach participates and completes the season (not cumulative): An additional bonus of Fifty Thousand Dollars ($50,000) if the team ends the regular season with six (6) wins. ‘An additional bonus of Seventy Five Thousand Dollars ($75,000) if the team ends the regular season with seven (7) wins.