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HEAD COACH OF FOOTBALL Employment Contract ‘This Employment Contract (“Contract”), effective as of November 25, 2017 by and between The Regents of the University of California, on behalf ofthe University of California, Los Angeles campus (hereinafter “University") and Charles Raward “Chip Kelly (hercinater “Couch") pursuant to Personnel Policies for Staff Members (hereinafter “PPSM"”) Policy 3 (Contract, ‘Appointment, as defined therein), This Contact and the Employment Contact Addendum (Contract Addendum") set forth the terms and conditions of Coach's employment, and supersedes the Memorandum of Agreement signed by the partes on November 24, 2017. The ‘Contract Addendum is fully incorporated by reference ino this Conteact, In consideration ofthe mutual promises set forth herein, the parties agree as follows 1. EMPLOYMENT. University hereby employs Coach as Head Coach of Football, and Coach hereby accepts said employment, under the terms and conditions hereinafter set fort, 2. PERFORMANCE OF DUTIES, Cosch agrees to faithfully and diligently devote all of ‘Conch’ business time the performance af the itis in said position, including those ‘utes set forth in Paragraphs 7 and 8 and any additional duties as reasonably required by the Director of Intercollegiate Athletics, the Sport Supervisor or theie designees (including cooperating with any third parties with whom University has contractual fommitments; Coach selaowledges that dulce may be ramoved [rom Coach's responsibility and reassigned. Coach agrees that Coach will not engage divectly or indirealy in any activity that would materially detract from Coaeh’s ability t perform ‘Coach's obligations hereunder, pose a material conflict of interest or otherwise violate University’s Conflict of Interest Poliey. Without limiting the foregoing, Coach shall potform the following duties snd have the following responsibilities: (@) Responsibility for the athletic performance of Football team ~ based on outcome targets agreed upon with Director of Intercollegiate Athletics prior to the start of cach season, ©) Supervise personnel, including assistant coaches, operational sta, and others, as assigned by the Ditector of Intercollegiate Athletics Supervisor, providing ‘vientation, training and day-to-day supervision and performance management, as propriate, (©) Conduct and participate in performance reviews, specifically i, When instructed by the Director of Interollepiate Athletics or designee, successfully complete postseason performance review with Director of Intercollegiate Athltis or designee. fi, When instructed by the Director of Intercollegiate Athletics or designee, complete annual formal written performance reviews forall direct reports wits CE @ © o @ © o 6 Regular attendance and participation at coaches meotings and departmental specific meetings ‘Comply with, and support Foottll program’s compliance, with the NCAA, Pas 12 Conference (and any successor conference), and Univesity lezislation, by- laws, policies, rules, standards, procedures and department rules education program, including (j) conducting Coach behavior and actions, and Football activities and programming, in conformance with the Constitution, bylaws, legislation and regulations of the NCAA, as well as University leyislation, by laws, polices, rules, standards and procedures, as such may be amended from time to time; Gi) promptly advising the “Sport Supervisor, Director of Intercollegiate Athletes, Faculty Athletic Representative or Associate Athletic Director of Compliance if Coach bas reason to believe that violations have ‘occured of will occur, and (ii) promoting an atmosphere of compliance, and Supervising and maintsining responsibility for Football coaches and staff and Football studentathletes, to ensure compliance with the Constitution, bylaws, legislation, and regulations of the NCAA, as such may be amencld from time to Lead the Football team with integrity and manage the Foothall team within the confines of established budget, standards and reasonable expectations of University. Adhere to Univesity policies concerning fisal responsibility Promotes culture of diversity and inclusion, ‘Take reasonable steps to build relationships with external stakeholders (donors, sponsors, patrons, et.) full all required fundraising activity, and actively paricipate with University Athletics Development staff and others to create & evelopment community and support for the Department of Intercollegiate ‘Albltis and the Football program: provided, hawever, that Coach wil therefore refiain from engoging in any material communication with any extemal stakeholders that may undermine the administration of University’s athletics program. Demonstrate consistent support for student services and paticipation in ‘community programs. ‘Be available for media and other public appearances at such times es University ‘may reasonably designate. Follow University’s standards and best practices for recufing, including: i. Recruit student-athletes who mect University’s and Athletic Department's academic and athletic standards, and who will represent University with ‘the highest character and integrity li, Develop, implement and maintin a responsible, orderly and structured recruiting process. twits 6 fii, Demonstrate due diligence in the recruitment process and compliance with applicable recruiting policies and regulations, (Follow the NCAA and University's standards at al imes, including those related to the eligibility of prospective and current student-athletes and be otherwise responsible for academic performance of Football team based on academic goals agreed upon with Director of Intercollegiate Athletics (0) Exclusive use ofthe athletic and athleisre apparel, footwear accessories, equip- ‘ment connected fimess products, and other fitness products, including eyewear, shoes, travel bags, and other personal items (collectively, “Athletic Equipment) provided by University for the team and for Coach, when engaged in any University Athletes or team-rlated evens (including but not limited to practices, games, related travel, recruiting, etc.) or when engaged in any promotional, commercial, o instructional activites, without requiring additional consideration. ‘Tale proactive steps f0 ensure compliance by the team with the foregoing requirements. The Athletic Department's Policy regarding athletic gear will apply to any Athletie Equipment provided the Coach, (0) Avoid creating conflict, othe appearance of eoniict, with University's contacts ‘with third parties, including those for Athletic Equipment, and support and ensure ‘compliance by Footall assistant coaches and staff and Football student-athletes ‘with such contracts (ineluding those concerning Athletic Equipment) and ‘University policies and standards DURATION. This appointment is for a definite term as set forth in the Contact ‘Addendum, as extended or eater terminated in accordance with this Contract (“Term”). Except asset forth herein, the appointment shall terminate automatically on the termination date unless terminated earlier pursuant to the tems of this Contract. Should ‘his Contact be extended, it shall terminate automaticaly upon the expiration date of the extension. In addition, this appointment or any extension thereof may be terminated in agcordance with Paragraphs 1, 11, 12,13 or 14 ofthis Contact. WAIVER OF PROCEDURAL RIGHTS. Coach understands and agrees thet if this ‘Contract is terminated under Paragraphs 10-14, Coach is waiving Coach rights to any ‘acess Coach might otherwise be due, including a Skelly hearing, a post-deprivation heating andor a liberty interest hearing. Coach atests that Coach is voluntarily waiving ‘Coach's rights ta such processes in exchange for the bargained for consideration in Paragraph 5 ofthis Contract and the Conteact Addendum, COMPENSATION AND BENEFITS. The Head Coach of Football postion is ‘assigned ttle code 0786, whieh isin the Managers and Senior Professional group in the PPSM Program (or equivalent ttle based upon the personnel program provisions in effect atthe time), (@) COMPENSATION AND HOURS OF WORK. The annual base salary for this position shall be as sot forh in the Contract Addendum and payable in oe substantially equal monthly installments during the Term. Payments ofthe annual base salary and all other compensation shall be in eccordance with the payroll policies of University and subject to such deductions as may be required by applicable laws and regulations, or as authorized by Coach. Changes in compensation shall be only by writen contract revision sigaed by both parties, or by University pursuant to Paragraph 18 ofthis Contract. Coach understands and agrees that, should other non-represented. University employees be subject to a pay cut, reduction in ime, furlough, or any other ‘ype ff reduction in compensation, or any combination of them as a result of University Presidents declaration of fiscal emergeney, Coach may be subject to the same pay cut, reduction in time, furlough or any other type of reduction in base salary compensation, of any combination of them unde the same terms and for the sume period. Any such pay cut, reduction in time, furlough, or any other type of rednetion in compensation, or any combination of them shall automatically become a term ofthis Contact without any further ation by either party (©) VACATION. Coach will not accrue vacation eave or other paid ime off during the Term, and any University policies relating to paid vacation leave, including ‘but not limited to PPSM Policy 2.210 TILB., shall not apply to Coach, Should Coach require time off during the Term, Coach shall obtain the Director of Intercollegiate Atletis" prior writen approval, (© SICK LEAVE, Coach will not acerue pad sick leave during the Ter and any University policies relating to pad sik leave, including but not limited to PSM. Policy 2210 ULC., shall not apply to Coach. The Director of Intercollegiate Ahlties may, in his or her sole discretion, rant leave to Coach, with or without pay, for less or other health-related reasons, Nothing in this Paragraph, hhowever, is intended to impact any rights to leave that Coach may have under PSM Policy 2.210 IILD., including but not limited to the right to Family and Medical Leave. (@) EMPLOYEE BENEFITS. Coach shal partcjpate in health and welfare benefits ‘made available by University (s the same may be modified or terminated) subject to the eligibility requirements ofthe University Benefit Program Group Insurance Regulations, pan tenms and generlly applicable University policies. Coach shall participate in the University Retirement Plan (the “UCRP") subject to the Standing Orders ofthe Regents of the Univesity governing retirement and the terms of the UCRP. Should any University Benefit Program Group Insurance Regulation of Standing Order of the Regents change during the Tem, Coach's coverage shall be changed accordingly, without requiring further action, APPLICATION OF PPSM AND OTHER PERSONNEL POLICIES APPLICABLE ‘TO UNIVERSITY EMPLOYEES. University policies listed below are applicable (0 ‘Coach and incorporated by reference ino this Contract bs x4 ets PSM Policy 1 Genera Provisions PPSM Policy 2.210, [sence from Work Palicy ILA ‘General Leave Provisions nD Leaves Related to Life Events LH Holidays PSM Poliey 12 Nondiseriminatio in Employment PSM Policy 63, Investigatory Leave PSM Policy 80 Staff Personnel Records PSM Policy 82 Confiets of Imerest NNo other PPSM Personnel Policies shall apply, unless mutually agreed upon by the partis, in writing Unless otherwise stated herein, general policies and regulations that apply to all University employees shall apply «© Coaeh, including: ‘Business and Finance Bulletin 6-28, Confit of Interest Policy and Compendium of Specialized University Policies, Guidelines, and Regulations Related to Conflict of Interest + University of California Conflict of Interest Code; ‘University of California Polley on Reporting and Investigating Allegations of Suspected Improper Governmental Activities (Whistleblower Polley): | + University of California Policy for Protection of Whistleblowers From Retaliation and Guidelines for Reviewing Retaliation Complaints (Whistleblower Protection Potiey); ‘+ University of California Policy on Sexual Harassment and Sexual Violence: + Policies Applying to the Disclosure of Information From Student and Staff Personnel Records: + Elsetronies Communication Pe iy and 4 Principles of Community. University policies may change ftom time to time, Changes to any of the above provisions shall apply to Coach and are incorporated into the Agreement by this ‘reference, To the extent that any such University polices conflict wih the express terms of this Agreement, the terms of this Agreement shall apply. A copy of links of the applicable policies shal be given to Coach upon execution af this Contract. CONDUCT AND PERFORMANCE OF COACH. In the performance of Cosch’s duties, Coach shall be direily responsible to and under the supervision of University’s Director of Intercollegiate Athletes, as determined by Univesity. The parties agree that, tritits 6, although this Contract is sports-related, the primasy purpose of University and its intercollegiate athletes program is educative. Thus the educative purposes of Univesity shall have priority inthe various provisions of this Conteaet, Coach's conduct shal tall, times be in a manner consistent with Coach's position as an instructor of students Unless required by law, Coach shall make no public appearance, ether in person or by means of radio, television, printed materials, social media, online communications oF ‘other medium or otherwise knowingly permit the use of Coach's name in conneetion with University when any such appearance or use of name may reflect negatively upon University or otherwise cause han to University or any of University’s sponsors or other contractual partners SPONSIBLE EMPLOYEE. Coach is considered a “Responsible Employes” pursuant to Tile IX of the Education Amendments Act of 1972 ("Tile IC"). As a Responsible Employee, Coach is required to inform the Title IX Officer if Coach becomes aware that a student (ondergraduate, graduate, or professional) has experienced sexual violence, sexual harassment, or other behavior prohibited by Univesity policy Coach must contsct University's Tile IX Office as soon as possible when Coach learns of an incident of sexual violence or sexu harassment and share whatever information Coach hs, ineluding the names of any individuals involved, their contact information, and any details ofthe incident, Asa Responsible Employee, Coach must report directly to the Title DC Office, even if Coach is unsure thatthe incident actually oeurred or unsure ‘whether ic consttutes sexual harassment or sexual violence, Coach should not investigate the report, and should not try to intervene or resolve the issue. While information must be provided io the Title IX fie, Responsible Employees shoul nor dscuss the ease wlth bother people who do not have a legitimate need to know. ATHLETICALLY RELATED INCOME_AND/OR BENEFITS. Coach hereby ‘assigns to University al ight of any kind that Coach may have during the Term fo enter into promotional, endorsement, or consultation contracts that is in any way tied to Coach's afiliation with University (Coach Agreements"). During the Term, Coach shall not enter inlo any such Coach Agreements, and shall net accept compensation, goods, publicity or gratuities of any kind, diretly ot indirectly, from any company, brand, designer, agency, distributor or manufacturer, except in accordance with this Paragraph 9, IF the proposed arrangement is determined to be desirable by University, Univers ints sol cretion, may decide to execute the Coach Agreement or similar contact, ‘Coach shall neither participate in, nor knowingly allow Coach's name, image or likeness to be used in connection with, any Commercial Activity without prior writen consent fiom the Director of Intercollegiate Athletes or the Sport Supervisor. “Commercial “Activity,” as used here, shall includ, without limitation, any appearance by Coach off the field of play, either in person ar an radio or television, or the preparation by Coach of any news story or article for publication by any newspaper, periodical or other form of media (including any online media), regardless of whether Coach receives any financial remuneration. ce ‘Coach may, but will not be required to, (a) participate in NCAA-compliant Football ‘campllinie programs andlor (b) serve as coach, advisor or in any otber capacity to any ‘other Football team (including any national team), i and to the extent, n each cas, that ‘Coach obtains the prior written approval from the Director of Intercollegiate Athletics ‘Any compensation associated with such eamps or ether team setvities shall be provided by the approved third-party provider(s) and Coach acknowledges that such participation is subject to applicable lav, NCAA Bylaws, and conflict of interest, disclosure and other requirements denied in this Contract or University legislation, policies, rules and standards. DISCIPLINE AND TERMINATION FOR CAUSE. Pursuant (0 this Paragraph 10, ‘Coach may be disciplined, up Co and including termination of Coach's employment, for ‘eause. For purposes ofthis Paragraph 10, cause includes, as deteamined by University in its sole discretion (@ Material breach of any provision ofthis Contract, as determined by University, including breach of Coach’s confidentiality obligations undee Pargeraph 15 of this Contract, negleet of inattention by Coach to, oF material failure by Coach to perform, Coach’s duties or meaningful failure to obtain prior written approval for futside activities or to timely and accurately report all sources and amounts of income and benefits, as required by this Contract. (6) Misconduet, including fraud, embezzlement or dishonesty of Coach in the ‘performance of Coach's duties o responsibliies under this Contact. (©) Failure to maintain appropriate standards of employee conduct. (@) Material fulure to properly represent University and University’s athletic programs in private and public forums, including by the commission of, paricipaion in, or condoning of any ct, situation or occurrence that, in University's judgment, brings Coach or University into public disrepute, embarrassment, contempt, scandal or ridicule. This subsection encompasses findings or determinations of violations during the Term from any institution of higher education (©) A violation by Coach of any legislation, policy, rule, standard or procedure of (or applicable to) University, or any applicable law or regulation, or a failure by ‘Coach 0 report the violation af any of the foregoing by any member of Football assistant couches and staff or any sucen-athlete (Coach's sale, use or possession of any nareoties, drugs, controlled substances, steroids, performance enhancers or other chemicals for which the sale, use or possession is prohibited by law or by the asoctations or agencies that govern the ‘operation of athletic programs or athletic competition to which University adheres. Likewise, the Coach's permitting, encouraging or enadoning any such ‘conduct by an assistant coach, other athletic staf member, or student-athlete ) Coach's commission ofa felony or any crime involving moral urpiude (8) Coach’s failure to cooperate fully andr respond aceurately and promptly to any inguity by the NCAA, Pac-I2 Conference (and any successor conference), ot ‘ther governing body relating tothe performance of Coach's duties under this Contract or dusing any prior employment at another instiution of higher ‘education, (Direct or indirect breachof any’ of the rules or standards of the associations or ‘agencies that govern the operation of athletic programs or athletic competition to which University adheres, including the NCAA, Pac-12 Conference (and any successor conference), youth, collegiate, and master's amateur athletics. Without limiting the foregoing, de term “cause” i this Paragraph includes () ene or ore Level I or Level Il violation(s) or (i) repetitive Level Il violations (or, in ether ‘ease, the equivalent in the event the NCAA meifies its infraction structure) by ‘Coach or any person under Coach's supervision and diretion (including assistant coaches, ether athletic staff member, and student-athletes), a¢ determined by University @ Placing @ bet on any athletic contest, intercollegiate, professional or otherwise (or permitting or encouraging taf or student-athletes to do the same), or supplying information to anyone for that purpose (inluding, ee, Daily Fantasy Sports), (&) Material failure to follow the high moral and ethical standards commonly ‘expected of Coach a. leading representative ofthe Department of Intercollegiate Ahletce st University Discipline under this Paragraph 10 may subjeet Coach to penalties including public or private reprimand, monetary fines, adjustments in compensation, suspension with or ‘without pay, or termination, as determined by the Director of Intercollegiate Athletes. If practicable (in University’s disretion depending on the circumstances), Coach shall be given upto ten (10) days to cure the conduct that is at issue to University satisfaction, Coach is hereby notified that in addition tothe actions University may take in accordance with this Contract, Coach is also subject to disciplinary and corrective action by the [NCAA if Coa is ound by the NCAA or University tobe in violation of NCAA bylaws, rules o¢ regulations. |f Coach’s employment is terminated for eause pursuant to this Paragraph 10, no futher ‘payment or benefits shall be made to Coach other than (i) baso salary forthe final payroll, period of Cozeh’s employment, through the date Caech's employment terminates, (ji) performance based compensation and retention bonuses eared bul not yet distributed to Coach prior to termination: and (ji) reimbursement for any true, acial and verified business expenses incurred by Coach, but not yet paid; provided Coseh submits ll, expenses and supporting documentation required within the time period required by University policies, and provided further that such expenses are reimbursable under University policies as then in effect (collectively, “Final Compensation”). If Coach is terminated pursuant to this Paragraph 10, all other University obligations to Coach shall, cease, In no ease, shall University be liable to Coach for the loss of any collateral reitats: C a 2 business opportunities, or any other benefits, perquisites, income or consequential damages suffered by Coach as a result of University's temination of Coach's ‘employment ‘TERMINATION BY _DEATH_OR DISABILITY OF COACH OR BY FORCE MAJEURE. If Goach dies, this Contract (and Coach's employment hereunder) shall thereupon terminate and all future rights and abligations between the parties under this ‘Contact shall cease In the event that Coach becomes disabled and there is no reasonable sccommodation that will enable Coach to perform all of Coach's essential job functions under this Contract and Coach's inability to perform has continued or will continue for ‘more than one hundred and twenty (120) consecutive days or one hundred and ily (1.50) days (whether or nt eonsceutive) in any three hundeed and sixty five (365) day period, as determined by University consistent with applicable law, this Contract (and Coach's ‘employment hereunder) shall thereupon terminate atthe University’s option ypon writen notice and all itu rights and obligations between the parties under this Contract shall ‘ease, Inthe event of Coach's inability to continue to perform all of Cose’s essential job functions under this Contact by reason of a foree majeure event lasing more than sixty (60) days, this Contract (and Coach's employment hereunder) shall thereupon texminate And al future rights and obligations between the parties under this Contact shall cease. Because of the exigencies of operating an NCAA Division I Athletics program, Coach scknowledges that «termination pursant to this Paragraph 11 shall nat be deemed termination without eause under Paragraph 12 below. . v1 winnous In addition to and ‘exclusive of the foregoing provisions, University reserves the right to terminate this Contract (and Coach's employment hereunder) without cause at any time by giving written notice to Conch of such decision. Exeept as set forth below, in the event University terminates this Contract (and Coach's employment hereunder) without cause Pursuant to this Paragraph 12, Univesity shall pay to Coach as Tiguidated damages, in lew of any and al ther legal remedies, equitable relief or any form of compensation due hereunder, the following sumn(s (collectively, “Liquidated Damages”) If the University terminates the Contract st any time during Contract Year 1 ‘through Contract Year 4, the value of such Liguidated Damages will be nine million dollars ($9,000,000) in total, paid in substantially equal monthly installments over a one-year period from the termination date, Each payment will be reduced by tax withholding at the time of payment or by the amount of tax withholding attributable to such payment that was included in the ‘aleulation of any Tax Distribution (as dened below), Any Tax Distribution shall be remitted to the applicable xing authorities within the tine required by applicable law ‘nd shal be teated as a patil payment ofthe Liguidated Damages in satisfaction of the obligations of this Parageaph 12. For purposes of this Paragraph 12, the ‘Tax Distribution” means an amount equal tothe ttl tax withholding, if any, due as @ result ofthe Liguidated Damages being subject to taxation under Sections 457(0 or 3121(¥) of the Internal Revenue Cade, as amended, (the Code”) elected to be paid by University, i aval, in its sole diseretion 1B. 6. University shall also pay fo Coach any Final Compensation, together with any performanee-based compensation for which the relevant performance metrics have beet achieved prior tothe date of termination (payable in secordance with, and subject to the terms of, the Contract Addendum). University shall nat be liable to Coach for any University benefits which are not vested atthe time of termination, nor for any’ collateral business opportunities or ater benefits associated with Coach's postion as Coach ‘The parties recognize that a termination of this Contract by University prior to its natural expiration may eause Coach to lose certain benefits, supplemental compensation, of ‘outside compensition relating to Coach's employment at University, which damages are difficult to determine with eerinty. Accordingly, the parties agree that this Liqudated Damages provision is afar measure of Coach's losses and isnot a penalty. Coach's right to Liquidated Damages under this Paragraph 12 is subject to Coach's timely execution, rum and non-revocation of a waiver and release of claims atthe time ‘of employment termination by the time period set forth therein (all of which, including the expiration of the period for revocation, must oceur no Inter than sixty (60) days {ollowing the date of termination), in the form provided by University. ‘The first payment of any Liguidated Damages will be made on the next regular University’ payday following the effective date ofthe Release (as defined below), but will be retroactive 12 the day immediately following the date of termination. Notwithstanding the foregoing, if the period to consider, return and revoke the Release crosses two calendar years, payment of the Liquidated Damages will not commence before the fist regular University payday in the second ealendae year In the event that Coach brings a claim in violation of the Release (other than any claim challenging the validity of the Release under the Age Discrimination in Eraployment ‘Act, all obligations of University hereunder shall cease, and Coach shall repay forthwith and in full any and all Liquidated Damages recvived by Coach from University under this Paragraph 12. Paragraph Intentionally Omitted ‘TERMINATION BY COACH. Coach recognizes that Coach's promise to work for University forthe entive Term of this Contract is of ertcal importance to University. Coach also recognizes that University is making a highly valuable investment in Coach's continued employment by entering into this Contract and its investment would be lost ‘were Coach to resign ar atherwise terminate Coach's employment with University prior to the expiration of the Term, the loss of which University cannot be reasonably or adequately compensated in dameges in an action at law. Moreover, Coach recognizes that during Coach's employment, Coach shall gin confidential information concerning University’s athletic program and cht use of this confidential information by another athletic program, and at a Pac-I2 Conference athletic program in particular, would place University at a serious competitive disadvantage. Additionally, Coach acknowledges that University would incur significant and substantial administrative, recruiting, and resettlement costs and loss of ticket revenue were Coach to leave University employment 10 ris before the expiration ofthe Term and hat such costs and losses are diffiult to ascertain with certains ‘such termination occurs at any time during Contact Year 1 through the end of Contact Year 4, the value of such Liquidated Damages will be nine million dollars ($9,000,000) in total, and sum shall be paid to University within a one-year peri afer termination by Coach, ‘Coach understands that this Paragraph 14 is a material term ofthis Contact and that any breach of this paragraph will substantially harm University. Coach therefore agrees that, in the event Coach or Coach's designee (if permitted by University) fils to pay the liquidated damages specified herein, University shall be entitled to seek and enforce its {ull rights and remedies hereunder, including an action for full payment and damages. The parties agree that Coach's payment of the liquidated damages set forth in this Paragraph [4 isa fai measure of University’s costs and lasses and isnot a penalty. [Except as may be otherwise agreed to between the partes, in the event the right 10 terminate pursuant to this Paragraph 14 is exercised, all future obligations between the parties cease effective the date of termination, CONFIDENTIALITY, Coach understands and agrees that Coach will receive confidential information about University, the Football program, the student athletes, other University athlete programs, and employment decisions eoncetming ather coaches and staff inthe course of employment under this Contract. Coach agrees that Coach will fot voluntarily release confidential information to third parties, ase such confidential information (other than in the course of properly performing Coach's duties hereunder) orto otherwise disclose its contents publily except under the folowing circumstances (following writen notice to Univesity and a reasonable opportunity for University to seek a protective order) (a) Coach is required by law to disclose the information to the person or entity submitting the request; (b) Coach is required to dislase the information either pursuant to a subpoena issued by a competent authority or an order issued by a court or tribunal of competent jurisdiction; or (¢) disclosure is necessary in a judicial tion or administrative proceeding (either intemal or external). Any material breach of {his provision by Coach will subject Coach to dlisipline in accordance with the provisions set forth in Paragraph 10, above. Nothing in this Contract limit, rstits or in any other way affects Coach communicating with any govemmental agency or entity. ot ‘communicating with any official or staff person of governmental agency or en cconceming matters relevant to the governmental ageney or entity. Having consulted with legal counsel, Coach understands that Coach cannot be held criminally or civilly liable ‘under any federal or state trace secret la for disclosing a trade scoret (a in confidence to 4 federal, stte, or local government official, either directly or indirectly, or to an attomey, solely forthe purpose of reporting or investigating «suspected violation of law, ‘0r (b) ia a complaint or other document fled under seal ina lawsuit or oer proceeding: provided, however, that notwithstanding this immunity from liability, Caach understands ‘that Coach may beheld lable if Coach unlawtully accesses trade secrets by unauthorized oe ttt 16. 1. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS, Coach agrees 10 ‘promplly and fully disclose all Intellectual Property (as defined below) to University Coach hereby assigns and agrees (0 assign to University (or as otherwise direeted by University) Coach's full ight, le and interest in and to all Intelletual Property. Coach agrees to execute any and all applications fr domestic and foreign patents, copyrights or ‘other proprietary rights and to do such other acts (including the execution and delivery of further instruments of assignment or confirmation and the provision of good faith testimony by declaration, affidavit or in-person) requested by University to assign the Intellectual Property to University (or as otherwise dizected by Universit) and to permit University to secure, prosecute and enforce any patents, copyrights or other proprietary rights tothe Inelectual Property. Coach will not charge Univesity for time spent in complying with these obligations. All copyrightable works that Coach ereates during ‘Coach's employment will be considered “work made for hire” and shall, upon ereaton, be owned exclusively by University. Coach acknowledges that this Paragraph 16 shal not apply to any Invention (as defined below) that flly qualifies for exclusion under the provisions of California Labor Code Section 2870, the terms of which are set forth in Appendix A, which is attached and incorporated into this Contract as though fully set forth herein.” For purposes of this Contract, “Intellectual Property” means inventions, discoveries, desians, developments, improvements, methods, processes, procedures, plans, projects, systems, techniques, strategies, information, compositions, know-how, works, concepts and ideas, or modifications or derivatives of any of the foregoing (shether or not patentable or copyrightable or constituting trade secrets) (collectively, “Inventions”) conceived, made, created, developed or reduced to practice by Coach (oshether alone or with others, whether or not daring normal business hours of on or off University premises) during Coach's employment that relate either to the business of| University or any of its affiliates or to any prospective activity of University or any of is affiliates or that result from any work performed by Coach forthe Company or any ofits affiliates or that make use of Confidential Information or any of the equipment or facilities of University or any ofits aflilites. ‘TAXES: WITHHOLDING; SECTION 457; SECTION 409A, All payments made by University under this Contract shall be reduced by any tox ‘or other amounts required tobe withheld by University under applicable fw. (©) Inthe event tht any portion of «payment or benefit is deemed tobe taxable prior tw the (ime itis paid fo Coach, Univesity may require, asa condition to receipt by Coach of such payment or benefit, that Coach pay to University the Withholding Amount, University will notify Coach in writing of the date on which the Withholding Amount is due to University. If Coach fails to pay the Withholding Amount to University on ar prior ta such dae, chit portion of payment or benefit to whieh the Withholding Amount relates willbe forfeited. University may, bat is not obligated to, satisfy the addtional required withholding ftom the undistebuted portion of a payment or benefit and treat such undistributed portion ofa payment ‘or benefit as if such amount had been paid to Cosch as wages (in @ manner consistent with Section 409A ofthe Code). Any amount remitted oF paid will be subtracted from the balance of the payment or benefit. The “Withholding ee nc 18, Ww. 20, 1 Amount ball mean the amount by which the portion ofa payment or benefit that is payable is insufficient to cover all applicable withholding requirements, as ‘determined by University. (©) Tosthe extent any deferred amount under this Contract results in curent “wages” for FICA purposes under Section 3121(v) ofthe Code, Univesity may, but is not obligated to, satisy the additonal requied withholding from the undistibuted ‘portion of « payment or benefit and reat such undistributed portion af a payment ‘or benefit as if such amount bad been paid to Coach as wages (in a manner consistent with Section 409A of the Code). (@) For purposes ofthis Contract, all references to “termination of employment” and correlative phrases shall be construed to require “separation ftom serviee” (as ‘efined in Section 1.409A-I(h) ofthe Treasury regulations after giving effect 10 the presumptions contained therein). Exch payment made under this Contract shall be treated as a separate payment and the right to a series of installment payments under this Contract isto be treated as a ight to a series of separate payments. Any payment or reimbursement for expenses that would constitute ‘nonqualfied deferred compensation subject to Section 409A of dhe Code shall be subject tothe following addtional rules: i) no payment or reimbursement of any such expense shall affect Coach's right to payment or reimbursement of any such expense in any other calendar yeas (i) payment or reimbursement of the expense shall be made, fat all, promply, but not later than the end ofthe calendar year {ollowing the calendar year it which the expense was incurred; a (i) the Fight {o payment or reimbursement shall not be subject to liquidation or exchange for any other benefit ENTIRE AGREEMENT. I is mutually understood thatthe Conract (together with the Contract Addendum) contains all of the tems and conditions to which the parties have agreed and that no other understandings or representations, either oral or writen, unless expressly refecenced herein, regarding the subject matter of this Contract shall be deemed t0 exist or to bind the parties hereto and that aay modifieation, amendment, of addendum to this Contact shall only be by written instrument signed by each party here, NON, No provision or part of this Contract which shall prove t be ‘valid, void or illegal shall in any way affect, impair a invalidate any other provision oF part, and such other provisions and part shall remain in fll free and effect, APPLICABLE LAW. This Contract is made and entered into inthe State of California, and the laws of California shall govern is validity and interpretation and the performance by the parties of their respective duties and obligations under this Contract, NOTICES. All required notices and statements in connection with this Contract shall be ‘writing given tothe patties a the addresses designated below, or suc other addesses as either party may later designate in writing to the other. ” nats If 0 Coach: AND 1610 University (Chasles Edward “Chip” Kelly Ditecter of Intercollegiate Athletic University of California Los Angeles LD. Morgan Ca 325 Westwood Plaza 1s Angeles, CA 90095 IN WITNESS WHERKOF, the parties hereto shall consider this Contact t be effective upon biaining signatures as identified below, Coach's sucessful completion of University background check process, as determined by University in its sole discretion, and signature of the Oath of Allegiance and other documents as necessary ‘THE REGENTS OF THE UNIVERSITY OF CALIFORNIA’ fe fun _ ellie! wo Dan Guenter Director of Intercollegiate Athletics By coacn: by Chon LM, z)ze| hates Fivard “ch Rely Das Head Couel, Football HEAD COACH OF FOOTBALL Employment Contract Addendum “This Contract Addendum, effective as of Novernber 25, 2017 , hereby defines certain tems for the Contract entered into on December 21, 2017, between The Regents of the University of CCalifoenia (hereinafter “University”) and Charles Edward “Chip” Kelly (hereinafter “Coach” All of the terms of the Contract remain as first written unless modified in this Contract ‘Addendum, TERM: The tem ofthe Contact begins on November 25, 2017, snd expires on January 1S, 2023 subject to the early termination provisions set forth in the Contact Notwithstanding the foregoing, by providing Coach writen notice at lest ten (10) days in advance ofthe termination date set forth above, University may extend the term ofthe CComtract inthe event that Coach and University are negotiating @ new contact but have not reached final agreement. If extended pursuant to this provision, the Contract will terminate onthe earlier to oveur of: (a the effective date ofthe new contract executed by bath University and Coach; oe (b) the date Coach or University provides writen notice to the other party that such party is terminating further negotiations, Within the Term are the following Contract Years: CConttact Year 1: 11/25/2017 1/15/2019 Conteact Year 2: 1/16/2019 1/15/2020 Contract Year 3° 1/16/2020 1/15/2021 Contract Year 4: 1/16/2021 — 1/15/2022 CConieact Year $: 1716/2022 ~ 1/15/2023 PpoRe 2 COMPENSATION: ‘A, Base Salary. ‘The annual base selary prorated monthly for this position shall be as fllows: ‘Contact Year ‘Annual Base Salary 1. 11252017 - 1/sro19 $300,000 2. le?2019 ~ 1/15/2020, $300,000, 3. 1/2020 — Wis/2021 $300,000, 4. 1inen0a — 17182022 $300,000 5, We?2022 ~ 1/15/2023 $300,000 ‘The base salary shall be the sole amount of compensation considered by the University when determining the level of Coach's benefits under any employes benefit programs offered by the University. B. Talent Fee. AC the sole discretion of the Director of Intercollegiate Athletic, Coach may be reasonably directed to speak at booster gatherings and related University and Alumni funetions, appear on television and radio broadcasts of University sports games and sports shows dedicated to University sports as may tats be developed, and make other appearances as reasonably directed by the Director ‘of Intercollegiate Athletics or Sport Supervisor. Such appearances shall include, ‘without Timitation, pre-game and postgame shows comected with game broadeasts, In consideration for his participation in any such activites, Coach shall receive an annual talent fee for each Contract Year in accordance with the schedule described below. Payment shall be prorated monthly and shall be paid in aceordance with pay schedule established by University Contrast Yea ‘Annus! Talent Pee 1, 1172872017 — Visen19 $3,000,000 2, 1/46/2019 ~ 1/15/2020 $3,200,000 3, 1/ig?2020~— 1/15/2021 $4,000,000 4, wieneat— 132022 $84,300,000 5, 2022 — 1/15/2003, 4,300,000 Performance Hased Bonus. Inthe event University’s Football team or Coa achieves any of the following accomplishments, Coach will recive the following ‘enumerated peeformaneevacademic banuses for each Contract Year in which such performance is achieved, provided () Coach is and has been in compliance with the obligations set forth in the Contract, including Paragrephs 2, 6, 7, 8 and 15 thereof, (©) Team isnot on NAA probation during the relevant Contact Year, and (©) Team's Academie Progress Rate is > 930 (or such other minimum academic performance threshold that allows for participation in the NCAA Championship) (Collectively, (@), (6) and (©) above are refered t as the “Threshold Requirements", REGULAR SEASON: ‘Team Win 6 $10,000 ‘Team Win 7 $10,000 Team Win 8 $10,000 ‘Team Win $25,000 “Team Wi 10 $25,000 Team Win 11 $50,000 ‘Team Win 12 350,000 POSTSEASON CONFERENCE: ‘Conference Championship Game Appearance $50,000 ‘Conference Championship Game Victory $50,000 BOWL SCENARIOS: [Non-New Year's Six /Non-Playoft Bowl Game Appearance $40,000 at tata, ER oR [New Year's Six Gamne /Non-Playoft Game Appearance $100,000 ‘New Year's Six Game / Non-PlayofT Game Vietory 100,000 oR College Football Playoff Semifinal Appearance $100,000 College Foothall Playoff Championship Game Appearance $150,000 College Football Playoff National Champion $200,000, FINAL RANKINGS as voted by te foal Associated Press (AP) Pott ‘Top 10 Finish (inluding ties) $25,000 ‘Top 5 Finish including ties) $925,000 COACHING ACCOLADES as vod by the Pa Conference, Associated Press, or American Football Coaches Association: Conference Coach ofthe Year $850,000 National Coach ofthe Vear $100,000 ‘The parties agroe that these postseason bonus provisions will be reconsidered in ‘200d faith and revised, if appropriate, should the current NCAA and College Football Playoff structure he substantially modified. Academle Performance Bonus. In the event University's Football team or Coach achieves any ofthe following accomplishments, Coach may receive the following enumerated performance bonuses for each Contract Year in which such performance is achieved, provided Coach satisfies the Threshold Requirements ‘Annual academic performance bonuses shall be paid no later than thirty (30) days following the end of the period in which such performance bonuses are earned (applicable statistics made public and confirmed by the NCAA) subject to Coach's continued employment by the Univesity as Head Coach through such date. Academic Progress Rate (APR) value will be noted on the Football team's single year calculation. All achievements inthis section are cumulative ‘Academic Achievement Bonus Amount Graduation Success Rate (> 709%) $845,000 APR> 930 $25,000 APR > 940 $810,000 APR > 950 $310,000 APR> 960 $10,000 APR> 970 $15,000 ‘APR > 980 $815,000 APR> 990 $825,000 Coach is eligible to receive the sbove-identified bonuses for all levels of accomplishment achieved in a Contract Year. No bonus will be eamed until the le toile date that is two (2) years following the conclusion of the Contract Year to which the bonus relates, provided thatthe Team has not been sanctioned by the NCAA, for Level [or Level Il violations), oF multiple Level II violations, (a, in either ‘ase, the equivalent inthe event the NCAA modifies its inaction structure) that ‘occurred during the relevant Contract Year and in which Coach was directly involved, that Coach facilitated, or condoned, or about which Coach knew or should have known. Notwithstanding the foregoing, annval performance bonuses shall be advanced to Coach no late than sixty (60) days following the end of the season in which the relevant performance metric is achieved, subject (o Coach's continued employment by University through the date of payment Coach shall not receive bonuses in excess of $1,085,000 (cumulative) in the agaregate in any Contract Year D. —CampsiClinies. If during the Term of this Contract, the Director of Intercollegiate Athletics opts to conduct a holiday andior summer Football ‘Camp/Clinie or eampsetinies, Coach shall be directly responsible to the Ditector ‘of Intercollegiate Athletics. ‘The dates, times and locations of said camps shall be determined by University. Final payment wil be paid after the conclusion of the last carp session ofeach year any such camp is Held (an, in all events, no later ‘than December 31 ofthe calendar year in which such eamp is held). The annual ‘compensation to be provided to Coach under this Section 2(D) is not to exceed $100,000 per Contract Year. E, [Paragraph Intentionally Omitted) F, Retention Bonus. If Coach is employed by University as Head Football Coach ‘continuously forthe peri fiom November 25, 2017 through February 15, 2021, ‘Coach shall receive a bonus payment of $1,000,000. The bonus shall be payable ‘onthe next regular University payday following Pebruaty 15, 2021. 1f Coach is employed by Univesity as Head Football Coach continuously forthe period ffom February 16,2021 through February 15, 2022, Coach shall receive a ‘bonus payment of $1,000,000. ‘The bonus shall be payable on the next regular University payday following Pebnvary 15,2022, 1 Coach is employed by University as Head Football Coach continuously forthe period from February 16, 2022 through January 1, 2023, Coach shall recive 3 bonus payment of $1,000,000. The bonus shall be payable on the next regular University payday following January 1.2023, OTHER COMPENSATION: Any or all of the following perquisites and benefits may ‘be withdrawn by the Diroetor of Intercollegiate Athletes at any time and shall be subject tw any University policies as may be in effect, which policies may be updated from time to time. tna: CF ‘This Contract Addendum shall be ef ‘Tickets. Couch is entitled t receive a suite a all UCLA. home football games as available and complimentary tiekets 1o UCLA events based on the applicable Departinent and University of California policy. MOVING EXPENSES: All reimbursements and payments for moving expenses shall te in compliance with University policy and procedure. All relocation costs must be approved in advance by Univesity, in writing. HEALTH AND WELFARE BENEEITS: Coach is appointed for 100% of fulltime and is eligible for all University healta, welfare, retirement, and other benefits commensurate with the pereent time appointment, subject to plan terms and generally applicable University policies. REPORTING LINE: Coach shall report directly to the Director of Intercollegiate ‘Athletes and work wit the esigned Sport Supervisor. \CHES AND SUPPORT STAFF: Coach shall have the right 10 Select assistant coaches and support staff, subject to the approval of the Director of Intercollegiate Athletics and University polices. 1e upon obtaining signatures as identified below and signature of other employment documents as necessary. ‘THE REGENTS OF THE UNIVERSITY OF CALIFORNIA: De fuser [ror By Satan Dae Distr of ecole Ass conc: By ore s2\ee [ve ais avant Ca Kal Ta Teed Couch, ota 2. oe Takia APPENDIX A, INVENTION ASSIGNMENT NOTICE You are hereby notified thatthe Restietive Covenant Agreement between you and The Regents of the University of California, on behalf of the University of California, Los Angeles, dated as December 21, 2017 dees not apply to any invention which qualifies flly for exelusion unde the provisions of Section 2870 of the Califenia Labor Code, Following isthe text of California Labor Code § 2870: CALIFORNIA LABOR CODE SECTION 2870 (®) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign any of his or hee rights in an invention to his or ber employer shall ‘ot apply to an invention that the employee developed entirely on his ot her awn time without using the employer's equipment, supplies, facilites, or tade secret information except for those inventions that ether (@) Relate atthe time of conception or reduction to practice ofthe invention to the employer's business, or actual or demonstrably anticipated research or ‘development of the employer, of @) Result from any work performed by the employee forthe employer. (b) To the extent a provision in an employment agreement purports to require an ‘employee to assign an invention otherwise excluded from being requited to be assigned under subdivision (a), the provision is aginst the public policy ofthis state and is unenforceable. ‘THE REGENTS OF THE UNIVERSITY OF CAL nos becuse By Dan Guerrero Director of Intercollegiate Athletics {ocknowledge receiving a copy of this Invention Assignment Notice: ‘Charles Edward “Chip” Kel pae;___St\ 27 1 ATHLETIC PRODUCT AND SPONSORSHIP AGREEMENT Between ‘THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, by and on behalf of the Department of Inercolleviate Athleties on its Los Angeles campus And UNDER ARMOUR, INC. ‘This athletic product and sponsorship agreement (the “Agreement”) i entered into on May 20, 2016, by and between Under Armout, Ine. Maryland corporation with an address of 1020 Hull Stret, Baltimore, Maryland, 21230 (Company”) and The Regents ofthe University of California, on behalf ofthe Department of Intercollegiate Athletics on its Los Angeles Campus, with an address of 405 Hilgard Avenue, Los Angeles, California 90005 UCLA"). The terms tnd conditions provided herein, and any exhibits attached hereto, together, constitie the ‘Agreement between the Parties, WHEREAS, UCLA has intercollegiate athletic teams in many sports; WHEREAS, UCLA’s teams require athletic and athleisure apparel, footwear, accessories, equipment, connected fess products, and othe tess products, as well as Financial support for its Department of Intercollegiate Athletes and related costs; and Wit Ke:AS, Company is 8 supplier of such products, and wishes to provide UCLA's Department of Intercollegiate Athletics such products on an exclusive bass and obtain rection forts support of UCLA's nerellegite alti eam, among ahi st Ferth NOW, THEREFORE, In recognition of the foregoing, and subject to the tems and conditions of the Agreement, the Parties agree as follows: 1. DEFINED TERM A. “Aolnowledgment” means any publi message or other material (including without limitation, television advenising, ntemet advertising and promotions, vdoos, and public statements or messages, such as mass distributed texts, tveets, posts, blogs andor SMS. messages) that recognizes Company’s financial and oer support of UCLA Athletics, and features, mention, displays or otherwise includes any UCLA Marks. B, “Adina! Equipment” means, sabe Seton TV(A), spor equpment hat Company oes not eure produc or license, but that may be added 10 product lines during the Tes C. “Advertisement mean any public marketing message or other material (neloding Without limitation, elevision advertising. internet advensing and promotions, videos, and publi statements or messages, such as mace distributed texts, tweets, posts, blogs andlor SMS messages), which i boadeast or otherwise transmitted, published or displayed or distributed, that features, mentions, displays or otherwise inludes any UCLA Marks in connection with UCLA Athletes and includes an inducement to Purchase, sell or use Company’ products or services. 1 D. “Annual Product Allowance” means the product allowance for each Contract Year, bysed on Retail Value, as reflected in Section (C) below. The Annual Product ‘Allowance shal not take into account or otherwise include any expenses ineueed by ‘Company or its supplier (¢, standard ground shipping or restocking costs), which shall be Company's responsibility and shall not be included in the Annual Product Allowance caleulation, , “Annual Product Allowance Shortfall" means, foreach Contract Yea, the amount hat is the difference between (i) the Retail Value of the Supplied Products requested by UCLA (up. the Annual Product Allowance), and i) the Retsil Value of the Supplied Products Filled by Company. “ASUCLA” means Associated Students UCLA. G. “Authentic Competition Apparel means all on-field, on-court, sideline, course, ‘competition or practice apparel that is worn or used by Staff, Coaches or Teams (and any replica(s) thereof, including but not limited to uniforms, courtside jackets and ‘sweaters, game-day warm-ups, basketball shooting shi, football player eapes, hating practice jerseys, headwear (including but not imited to adjustable, wel, and fited caps, visors, beanies, and headbands), windsuis rainsuis, socks, underwear, buselayer and sideline or courtside pans, shorts or shirts, provided that Company is able to supply reasonably ccepiable apparel in the specific eatepory. H. “Coaches?” means UCLA’s Headland Assistant Coaches for ll Teams “Company Marks” means any name, logo symbol, trademark, or service mark, o band Ticensed, owned or controlled by Company relating othe “Under Armour” bra. J. “Company Products” means all apparel, footwear, acessories, equipment, and connected fitness products ofan athletic or atleisuee nature, ineluding but not limited to ‘Authentic Competition Apparel, Performance Products, all sports equipment Company currenily produces or licenses including, but not limited to, proectve eyewear, sunglasses, and eyewear with performance atebutes, wristbands, gloves, batting and fickding gloves (not provided by an Existing Agreement, catchers” equipment (if not provided by an Existing Agreement), elhow guards, water botles (on a non-exclusive basis), mouth guards, mouthpieces, laerosse hard goods, inflatables (subject to the New Product Acceptance Testing Process (as defined in Section IV(AX) below), heat rate ‘monitors, athletic bags (xeluding baseball and softball equipment begs provided by an ing Agreement), compression arm sleeves, calf sleeves, digital interactive health or fitness tots, applications, software, subscription services and platforms (if not provided pursvant to an Existing Agreement, heath o ness wearable, health and prowess (weight, ete.) sales (but excluding any traditional medical scales that only measure height and weight), athletic and athletially-related taining and measurement systems (Grnot provide by an Existing Agreement), and athletic apparel, footwear, and accessories with the eapabilty of measuring biometric data (if nt provided by an Existing Agreement). Company Products shall not include Excluded Products, subject to Section IV(A}6) below. K. *Commact Yeo” means each (12) month period during the Term, beginning July {and ending on June 30 ofthe fllowing year L, “Core Teams" shall mean UCLA's football, baseball, men’s basketball, and women’s 2 basketball Teams. [M. “Direcior's Cup” means the natonsly-recognized program that honors collegiate institutions maintaining a broad-based program, achieving success in many'spots, including both men's and women's sport, IN, “Dollars” means United States dollars, 0. “Excluded Products” means those product listed in ExhiitB, which shall be excluded from te eategories of Supplied Products that Company is providing to UCLA pursuant to this Agreement, . “Existing Agreement” means the curent agreements between UCLA and third partes, to supply the Additional Equipment listed in Exhibit A andthe Excluded Products listed in Exhibit Q. “Financial Obligarions” means the fees, payments and bonuses that, pursuant 1 this Agreement, Company must remit, pay or otherwise provide to UCLA. R. “Force Majeure Event” means any cause or event which is beyond the commercially reasonable control of Company (or the reasonable control of UCLA) and which renders the performance of this Agreement by the affected Party either impossible or impracticable, including, without linitaton, flood, earthquake, ir, labor actions or work stoppages, natural calamities, national emergencies, declarations of wa, tot, civil disturbance, sabotage, explosions, acts of God. acts of any regulatory, governmental body andior agency, having jurisdiction over the affected Paty, including without limitation any Laws, orders, ordinances, ae, of mandates which prohibit, restrict, or regulate the affected Party's performance ats obligations under this Agreement “Fully Embellished,” with repaed to any Supplied Product, means that such product features UCLA Marks along with any required addtional text (football, volleyball, sports medicine, athletic, et), which shall be placed on Supplied Products at no addtional cost to UCLA. Pricing in Company's wholesale college product catalogue for Supplied Products includes the cost of embellishment. Embellishment shall ot be charged as a separate line item inthe Annual Product Allowance calculation. The specifi type of embellishment of any Supplied Products (€g, screenprinting, embroidery, ee) will be mutually agreed upon by Company and UCLA in advance. ‘T. “Laws” means any and all applicable laws, ules and regulations, including without limitation, local and national laws, rules and regulations, NCAA rules and regulations teaties, voluntary industry standards (if'any) and other Tegal obligations periaining tothe Agreement, including without limitation, thse pertaining to ‘consumer and/or product safety, labor precties, employees, the environment, anti corruption (ie, the United States Foreign Corrupt Practices Act of 1977, as amended, and any local equivalent) andthe manufacture and distribution ofthe Supplied Products U. “Matching Period” means the time period from January 1, 2031 through March 31, 2031 (as described in greater detail below, provided thatthe Agreement has not ‘otherwise terminated pursuant to its terms 3 < “Negotiation Period” means the time period from October 1, 2030 through December 31, 2030 (as described in greater detail below), provided thatthe Agreement has not otherwise terminated pursuant its terms. \W. "Non-Company Products” means any tems of athletic o atheisue fooowear, equipment, accessories, or apparel equied by the Teams that are not Company’ Products X. “Partyies)” means UCLA andor Company, as indicated by the context Y. “Performance Prods” means all Company Products which @) have @ unique construction (eg, compression); (6) have nique fabrications (e-¢, moisture wicking) ‘that assists the wearer during wear anor use; and/or (c) are marketed as having such construction, fabrications, and/or special characteristics, Z. “Recognition Righ” means te right o make accurate public statements and representations tht the Teams, Coaches, and Sta utilize Company Products (¢. in ‘Sponsorship Materials). In connection with any such public statements or representations, Company shal also have the right to use the UCLA Marks, subject to the tems and conditions of this Agreement. AA. “Reta Value” means, generally wo hundred percent (200%) of Company's then- ‘current wholesale pricing as set forth in Company's wholesale college product eailog, BB. “Sponsorship Materials” means any Advertisement, Acknowledgment orotber ‘sitar materials ereated by or For Company's promotional purposes and festing the UCLA Marks CC. _“Staf?* means all equipment managers, trainers, physicians, senior employees of the ‘UCLA’s Department of Intercollegiate Athletis, and other non-Coaches inthe direct ‘employ of UCLA who in any way assist the Teams during practices, competitions, ‘exhibitions, on-campus camps and clini. Without Imitation, taf shall not mean ‘game management personnel such as ushers, ticket takers, and security guards DD. _ “Statement” means the form approved by UCLA, seting Forth, in writing, information relating to Company's Financial Obligations and Supplied Products, as provided inthe Agreement. EB, “Supplied Products” means Company Produits and Non-Company Products ‘supplied by Company to UCLA for ts Teams, Coaches and Staff, pursuant othe terms ofthis Agreement FR, “Team” means any or all current members of UCLA’s men’s and women’s varsity intercollegiate athletic teams and spirit squads (i. cheerleaders, dance team, mascots and yell-erew student group members). The Prtes understand tht any mention of specific programs (ez, fotball, basketball et. shall refer to UCLA Teams, unless otherwise specially state. GG. “Term” means that period of time commencing on July 1, 2017 and concluding Sune 30, 2032, unless this Agreement is earlier terminated pursuant to its terms HIM “Third Party Sporting Company” means a third party that designs, manufactures and. Aistributs athletic or athlesure apparel, equipment, footwear, andor accessories, and 4 Which engages inthe outfiting of NCAA Division I teams (ie, supplies accessories, apparel, ootwear, andlor equipment to NCAA Division I eam), as well s other major ‘suppliers of athletic or athleisue apparel, equipment, footwear, andr accessories, “Territory” means te word, with regard tothe athletic product and sponsorship terms provided herein, but excluding any lensing program by ASUCLA. J. _“UCTA Marks” means the vatious marks, service marks, trademarks, logos, artwork, branding and names associated with UCLA, including “UCLA.” “University of| California,” “Brun(s)" “Foe Brun,” and “Josephine Bruin” Il, COMPANY OBLIGATIONS ‘Company agrees that it shal, during the Term, provide the financial support, other financial support and Supplied Products described below in Subsections I(A), (B) and (C) to UCLA (but not including any performance bonuses), witha total value of Two Hundred Eighty Million Dollars ($280,000,000), as follows: A. Financial Support ‘Signing Bonus. On July 1, 2017 or within fiteen (15) days thereof, Company shall pay UCLA a onetime signing bonus of Fifteen Million Dollars ($15,000,000), Notwithstanding anything contained herein to te contrary, in the event of ‘early termination ofthis Agreement by Company in Contract Year #1 only pursuant fo Section VIM(C}2)4) oF (below, UCLA wil refund Twelve Million Five Hundred Thousand Dollars ($12,500,000) ofthe signing bonus to Company within thirty (30) days following UCLA's receipt of '. Rights Fees: Annual Cash Payment. Company shall pay UCLA rights fees totaling One Hundred Thirty-Five Millon Dollars ($135,000,000) during the Term ("Rights Feo"), alloested in annual installments of Nive Milion| Dollars ($9,000,000, which willbe paid quarterly in equal installments within thity 0) days following the first day of each calendar quarter (Gly 1, October 1, January 1, and April 1) foreach Contract Year during the Term, (@) Rivhts Fee Reduction for Core Team Sanction. Notwithstanding the foregoing, in addition to any other rights or remedies Company may have, for any Contract Year in which a Core Team set forth below is sanctioned by the NCAA resulting jin the prohibition of television appearances ora reduction of post-season play or Conference championship {zame play (if applicable) by the Core Tear, Company shall have the right toreducethe Rights Fee for such Contract Year by (a fileen percent (15%) forthe Football Team; (b) fifteen percent (15%) forthe Men’s Basketball Team; (c) en percent (10%) fr the Women's Basketball Team; and (4) ten percent (10%) for the Baseball Team. Such reduction rights shall be ‘cumulative. Company shall have th right to either withhold the Rights Fee installment(s) or require reimbursement of any Rights Fee(s) recived, if 5 any, paid in excess of the amount to which UCLA is entitled (such reimbursement to be made to Company within thirty (30) days of UCLA's receipt of waitten noice). ii) Reductions for Spatting/Core Teams. In addition to any ‘other rights or remedies Company may have, in any Contract Yea in which ‘4 Core Team member “spats” or tapes the Supplied Products, and/or ‘obscures the Company Marks on any Supplied Products (ther than for an injury sustained by such Core Team member that requires taping for stability purposes, provided that UCLA. provides Company with notice of ‘such injury within a reasonable time period following such injury, but inal, instances prior t the commencement of the next game), Company shall have the right to reduce the Rights Fee provided to UCLA in such Contract ‘Year as st forth below. Por the avoidance of doubt, successive reductions shall be cumulative in a Contract Year (e.g, 4 occurrences in a Contract, ‘Year would result in a total reduetion of $50,000 in such Contuet Yea). ‘Occurrence Rights Fee Reduction TF occurrence 30 2 occurrence $70,000 Foceunrence 315,000 occurrence and each $25,000 ‘occurrence thereafier Performance Bonuses. Company shall pay UCLA bonuses based on the achievements of UCLA’s varsity athletic Teams and Coaches, as provided forth below: Football ‘Achievement onus Amount “Team appears in the Conference Championship $10,000 (incremental) Team play ina non-College Football Playoft Bow Gare $50,000 “Team plays in a College Fociball Playoff Bowl Game (.e, $150,000 «traditional New Year's Six Bowl Game) “Team plays in a College Football Playoff Semi-Final Game $230,000 “Team plays in the College Football National Championship $350,000 “Team wins the College Football National Championship 500.000 Head Coach is named AFCA National Coach ofthe Year $10,000 (incremental) Men's Basketball “Achievement Bonus Amount “Team named Regular Season Conference Chai $35,000 (incremental) “Team wins Post-Season Conference Championship Tournament | — $75,000 (incremental) “Team participates in NCAA Post-Season Tournament First ‘315,000 Round “Team paficipates in NCAA Post Season Tournament Second 35,000 6 Round ‘Team participates in NCAA Post Season Tournament Sweet 16 350,000 ason Tourament Elite 8 $75,000 “Team participates in NCAA Post-Season Tournament Final 4 $100,000 “Team participates in NCAA National Championship Game [lean wins NCAA National Championship [Head Coach is named Naismith National Caach of the Vear | 335000 incremental Head Coach is named Conference Coach ofthe Year ‘$10,000 (incremental ‘omen's Basketball Tehievement Bonus Amount "Team wing Post-Season Conferenee Championship Tournament | — $40,000 (incremental “Team participates in NCAA Post-Season Tourament First $5,000 Round “Team participates tn NCAA Post-Season Tournament Sweet 16 $310,000 “Team participates in NCAA Post-Season Tournament Final 4 $35,000, “Team participates in NCAA National Championship Game $75,000. “Team wins in NCAA National Championship $10,000, Head Cosch is named WECA National Coach of the Vear $25,000 (incremental Head Coach is named Conferenee Coach ofthe Year 310,000 (incremental Baseball Achievement Bonus Amount "Team finishes I" in Regular Season Conference S $7,500 “Team qualifies for College World Series 35,000 “Team participates in College World Series championship round 315,000 [Team wins College World Series 325.000 [Head Coach is named Baseball Americas National Coach of the Year $5,000 (incremental) All Other Teams “Achievement Bonus Amount “Team Wins Regular Season Conference $7,500 Championship or Wins Post-Season Conference Toumament (non-cumultive) “Team Wins National Championship 350,000 “ead Couch Wins National Coach ofthe Year ‘310,000 (nerementaly Director's Cup ‘Achievement Bonus Amount [Daiversiy places 3 in the Directors Cup $25,000 University places 2" inthe Director's Cup $50,000 University wins Director's Cup $100,000 Performance bonuses willbe non-cumulatve unless otherwise indicated as incremental. Should ‘the playoff format materially change overtime ina way that increases or decreases the brand or ‘exposure value to Company, as compared withthe format existing as ofthe first day ofthe Term (ean exta rounds in playofl, the number of competing teams is reduced, et), the Parties shall meet, in good faith, to diseuss the appropriate adjustments to the performance bonus All achieved performance bonuses shall become payable thy (30) days from the date af invoice fiom UCLA, which invoices willbe provided by UCLA to Company in consolidated fashion following the end of each sports season covering all bonuses eamed during that sports season and ‘upon confirming that bonus amounts have been earmed. B. Other Financial Support 1. Marketing Spend. Company commits to spend a minimum of Fifteen Million Dollars ($15,000,000) during the Term (allocated at a minimum of ‘$1,000,000 in marketing investments and aetvations each Contract Year) ‘marketing its support of Teams, Coaches and Staff, with the understanding ‘that such annual spend willbe a combination ofa spend with UCLA's third party marketing company currently IMG) for traditional on-campus ‘marketing, mutually agreed upon spending for community marketing and activation inthe Greater Los Angeles area, and mutually agreed upon ‘marketing and promotion activations on Company-controlled outlets and platforms. 2. Additonal Investment. During the Term, and subject to a separate license ‘agreement with ASUCLA, Company shall (1) invest a minimum of One ‘Hundred Fifty Thousand Dollars ($150,000) to upgrade and rebrand UCLA's primary bookstore to marke, promote, and sll co-branded products fr retail sae Feauring the UCLA Matks and Company Marks 13. Athletic Facilities Rebranding: Creative Services. Company shall pay University a creative services fee of Two Million Dollars ($2,000,000, allocated as $1,000,000 in Contact Year #1 and $1,000,000 in Contract Year #8) which will be used by UCLA to rebrand UCLA's athletic facilities with UCLA Marks and Company Marks. The creative services fee wil be paid siretly © UCLA within thy (30) days ofthe stat of the Contact Year, unless otherwise agreed upon by the Parties, in writing, that payments may be ‘made oa third party. In addltion, Company will make available to UCLA representatives, and UCLA representatives will use the services of ‘Company's creative teams for purposes of designing the ebcand of UCLA’s athletic facilites, including competition venues, practice and taining facilities, locker rooms, athletic administrative buildings, hal of fame areas, and any other athletic venues requested by UCLA, at no addtional cost to UCLA. For purposes of clarification, the popased rebranding shall not include any renaming of UCLA facilities or buildings, including without Timitation, athletic facilites. UCLA agrees that Company will be consulted regarding any athletic facility rebrand design, and Company's reasonable design and creative input will be considered by UCLA in good faith. 8 C. Supplied Products ee: Company shall, during the Term, provide UCLA with Supplied Products up o the Annual Product Allowance listed below (as ordered by UCLA pursuant to the tems hereo, totaling One Hundred Twelve Million Fight Hundred Fity Thousand Dollars ($12,850,000), forthe purpose of outfiting University’s inercollepiae athlete Teams, Coaches, and Sta. 1. The Annaal Product Allowance will be allocated in each Contract, Year as follows: ing sports Contract Vear ‘Annual Product Castomized Supplied Products ‘Allowance Received by UCLA No Later Than AGHT— 63018) 37,500,000 "THT for fall sports, TOUT for winter sports, 1/18 for spring sports BNR O3019) 36350:000 “TIS for fall sports, LO/L/18 for winter sports, 1/1/19 for spring sports WB GNI 6300) 36,700,000, 7/19 for fall sports, 10/1/19 for winter sports, 1/1/20 for spring sports G30 BBO) 36,850.00, 7/120 for fall sports, 10/120 for intr sports, 1/1/21 for spring sports MAI — 630) 37,000,000, "7172 for fall sports, 1/121 for winter sports, 1/1/2 foe spring sports ¥6CIRD— GOD) 37,150,000, "7172 for fal spors, 10/1/22 for winter sports, 1/1/23 for spring sports FIRS 6B0D) 37,300,000, "7/123 for fal sports, 10/1723 for winter sports, 1/1/24 for spring sports WETS 6025) 37.450,000, “7/124 for fal sports, 10/1724 for winter sports, 1/1/25 for spring sports W CNS— BBO) 37,600,000, “7125 for fal sports, 10/1725 for winter sports, 1/1/26 for spring spots HO CE GOT 37,750,000, 7/1726 for fal sports, 10/126 for winter sports, 1/1/27 foe spring sports iT aT 6308) $7,900,000, “71727 for fal sports, 10/1727 for winter sports, 1/1/28 for spin Fz AR ORB 38,050,000 "7/1728 for fall sports, 10/1728 for winter sports, 1/1/29 for spring sports FS (I= C3030) 38,200,000, 7/129 for fal sports, 10/129 for winter sports. 1/1/30 for spring sports FIN C0 6B0B1) 38,350,000, 7/130 for fall sports, 10/1/30 for winter sports. 1/1/31 for spring sports IS II — 63033) 38,500,000, 7/31 for fall sports, 10/1/31 for winter sports. 1/1/32 for spring sports Notwithstanding the delivery schedule set forth herein, on-customized Supplied Products (-., taining gear, te) willbe supplied to UCLA upon request and pursuant to Company's standard product ordering deadlines and delivery process. b “Taking into consideration the Retail Values used to calculate the Annual Product Allowanee, Company represents and vacant that its wholesale pricing for Supplied Products for UCLA will b the same forall of its Division I sponsored colleges and universities during the Term. If during the Term, UCLA adds any additional varsity intercollegiate athletic program(s), Company shall increase the ‘Annual Product Allowance by a mutually agreed upon amount (based on prevailing outfiting costs for comparable inter- ‘collegiate teams in that spor) that will be added annually ‘thereafter, to provide such additional program(s) with asuficient ‘annual supply of Supplied Products, Each Contract Year, UCLA shall be pemitted to carry-over up to ‘Two Hundred Thousand Dollars ($200,000) of any unexpended ‘Annual Product Allowance from sueh Contract Year to the next immediately subsequent Contract Year, upon written notice by UCLA to Company on or before March | ofthe then-current Contact Year, Cary-over amounts from the previous Contract, ‘Year shall be deemed tobe spent before the alloted amounts for any current Contract Year Provided that UCLA has requested sufficient quandities of Supplied Products during the Contract Year to meet the Annual Product Allowance, and Company is unable to daliver such ‘Supplied Products to UCLA for reasons within Company's control (ex, not for a Force Majeure event or for UCLA's mistake or late fordet) thus resulting in an Annual Product Allowance Shortfall at the end of any Contract Year, UCLA will be permited to procure the Supplied Products from 2 third party (until such time that, Company is able to provide the Supplied Products to UCLA, ‘during the relevant Contract Year) and Company will reimburse UCLA tor such costs incurted by UCLA upto the Annual Product Allowance Shortfall amount; provided, however, that UCLA will not permit any thied party branding on such Supplied Products to be visible in competition, UCLA will provide Company with reasonable supporting documentation shoving costs incurred to procure subsite Supplied Products Supplied Products provided to UCLA pursuant to this Agreement may be resold by UCLA for () charitable and/or Fundraising parposes, or (i) intemal sles by UCLA (such internal sales shall bbe subject 0 Company's reasonable approval, wich shall not be unreasonably withneld) only; provided, however, that Supplied Produets resold for fundraising purposes must be game-worn or ‘gume-used Supplied Products only. UCLA acknowledges and ‘agrees that it shall be responsible for ensuring that all Supplied Product orders are submited in compliance with Company's o reasonable product ordering guidelines and NCAA roles and regulations. Inthe event of a conflict between Company's product ordering guidelines and this Agreement this Agreement will prevail. Except as provided below in Section ILC(3), in no event shall any fees, cherges or financial penalties in such guidelines be charged to UCLA or facor inte any ealeulation ofthe Annual Product Allowance, 2. Product Selection: In each Contract Year, UCLA shall have the right to ‘select the Supplied Products listed in Company's wholesale college product catalog for that Contact Year, and such other shoe and apparel product as UCLA reasonably requires forts Teams, Coaches and Staff, and charge the Retail Value of those items against the Annual Product Allowance for that CContret Year. The Annual Product Allowance set forth herein may be utilized by UCLA to purchase Supplied Products for al ofits intercollegiate athletic Teams. 3. Company Products: All Supplied Products wil be delivered fo UCLA, Fally Embellished. Shipping method shall be chosen by Company and ‘Company shall pay all shipping costs, provided, however that UCLA, acknowledges tat non-standard ground shipping cost incurred a a result of LUCLA’s mistake or delay will be the responsibilty of UCLA, unless such non standard ground shipping costs are primarily a result of Company’ mistake (Company's shipment o UCLA of defective products. Company agrees to provide ordering books a minimum of thy (30) days prio to ordering Seadline. UCLA and Company shall mutually agree on standard UCLA colors and such standard colors will be carried by Company asa sock color that is part ofthe licensed product line or in-line product line ‘Company agrees to consult with UCLA in the design of Supplied Products that Company will supply to UCLA. including Authentic Competition Apparel, for the purposes of ensuring that quality, color, and syle ofthe apparel items are unique to UCLA and eonsistent with UCLA’S traditions 4, Non-Company Products: Company shall purchase Non-Company Products ‘needed and provide them to UCLA at Comspany’s acquisition costs (which ‘costs shall be charged against the Annual Product Allowance fo the Contract ‘Year in which any such purchase occurs or charged to UCLA in any Contract ‘Year in which the amount of such purchase exceeds such Annual Product Allowance). At UCLA's request Company shall provide appropriate {documentation supporting the acquisition costs. Non-Company Products may bear UCLA Marks andior a Company Mark (subject to Company's pri \written approval in each instance) or have Non-Company identification removed. Any modification of Non-Company Products purchased by ‘Company shall be made by Company. In addition, UCLA may separately purchase (or acquire) and embellish Non-Company Products, if approved by ‘Company, and be reimbursed by Company (said reimbursement tobe charged against the Annual Product Allowance for that Contract Year). In ether ‘event, Company shall protect, indemnify and save harmless UCLA from and u gains any claim or lability arising out of UCLA's use or modification of| any Non-Company Products, except tothe extent due to UCLA’s negligence ‘or misuse of any Non-Company Products. Suppliers of Non-Company Products shall be subjetto prior approval by UCLA, such approval nt to be unreasonably withheld, 5. Product Quality: Company shall provide Supplied Produets to UCLA that meet or exceed industry standards for quality 6. Service: Company shall provide UCLA with high quality service dusing the Term, 44 Company shall accurately and timely ill UCLA orders for Supplied Products b. Inthe event that Company sends incorrect Supplied Products to UCLA, Company shall send correct Supplied Products within two (@) weeks of notice to Company of the incorect delivery Company shall pay the cost of returns including shipping) of| incorrectly delivered Supplied Products, and inconecty delivered ‘Supplied Produets will not be charged agains the Annual Product Allosanee . Conipany’s documentation for Supplied Produets delivered to UCLA shall accurately reflect the Supplied Products that were delivered, and shall contain accurate Retail Value and wholesale Pricing information, which Company shall include with each onder 4 Company's customer service representatives shall promptly respond to ingures from UCLA. 7. Adjustments and Additional Products 2. If Company's wholesale pricing of any item of Supplied Products contained in Company's wholesle price lst increases by an annual average of more than 4% per Contract Year over the price for that item over the previous three (3) Contract Years, then the Annual Product Allowance shall increase commensurately for that Supplied Product, and may result ina maximum cost increase of | 49% to UCLA for any such item in any subsequent Contract Year. b. Inthe event thatthe Annual Product Allowance for any Contract ‘eat is exceeded, UCLA may purchase from Company, and Company agrees to sell to UCLA, additional Supplied Produets for ‘Teams, Coaches, Stalfand UCLA Athletics camps at Company's prevailing wholesale prices cuentas of the date of UCLA'S Fequest 8. UCLA Schedule. Supplied Products requited tobe provided by Company ‘under this Agreement shall be provided in accordance with the schedule set {orth in Section I(CX1}() above (unless otherwise agreed to by the parties) and Company's product ordering guidelines, and UCLA will provide b ‘Company with all etevant sizes and quantities needed. Inthe event Supplied Products provided to UCLA herein ae not delivered in accordance with the schedule st forth in Section II(CX1}(2) above for reasons within Company’ control (Le, not asa result of a Foree Majeure Event or UCLA's late orders), UCLA will promptly notify Company and Company will have twenty (20) ‘business days to remedy sich non-delivery. Ifafter such 20-day period, UCLA has not received such Supplied Products, UCLA shall be permitted to secure Supplied Products from a third party until Company's Supplied Products are delivered; provided, however, that no thitd party branding may be visibie on such third party Supplied Products. Company's failure to cure ‘more than two 2) late deliveries of Supplied Products for reasons within ‘Company's control in a Conteact Year shall be deemed a material breach of| this Agreement D. On-Site Representative. Company agrees to provide one (1) fulltime Company. ‘employee, solely dedicated to cover, service, and support UCLA at no cost to UCLA, tbe located on the UCLA campus in a space provided by UCLA each Contract Year ‘or in a mutually agreeable location within five (8) miles ofthe main UCLA campus. UCLA reserves the righ to reasonably approve ofthe person hired for this position and, although such person will work cllaboratvely with UCLA, sueh person shall be supervised and managed by Company as Company's employee. The job duties of this employee will include, without imitation, provision of administrative support and praduct service for UCLA's Department of Intercollegiate Athletics for Implementation of Company responsibilities under this Agreement. In the event of a personnel change inthis position, Company hereby agrees to use best efforts to have fny replacement employee hired or new representative assigned to and working on LUCLA’s campus within forty-five (45) days of the prior employee’ departure, and in all eircumstances, Company shal ensue that UCLA continves to be supported and serviced properly during the search fora replacement employes. UCLA will provide 1 private office for use by the identified Company employee, under terms Set fort in Separate use-agreement acceptable to both Parties, at no cost to Company. E, Internships. In each Contract Year, Company shall employ a minimum of four (4) UCLA students as interns in Company's global offices in Baltimore, Maryland, or other office, if mutually agreed upon by the Parties in writing, All prospective LUCLA student intems must apply via Company's internship application process FF, Sports Camps, Company shall be designated asthe exclusive Company Products sponsor of each of UCLA’s Department of Intercollegiate Athletes’ on-campus sports ‘camps, and shal provide Supplied Products forall such camps using UCLA's Annual Product Allowance in ILC. 1, ora purchased by UCLA at Company's then-current wholesale pricing, conducted by the Head Coaches or anyother members of the Sta of ‘the Teams. Brochures for on campus Department of Intercollegiate Athletics camps and clinics shall include a Company logo. G. Retail Expansion. Company represents that it will () have @ minimum of two (2) “Under Armour" ret stores open in the greater Los Angeles atea prior o June 30, 2019, and will make commercially reasonable efforts toward having at leat one (1) ‘etal store location inthe West Los Angeles area (which could be one (I) of the first, 13 ‘3.0 (2) greater Los Angeles stores referenced above); (i) prominently showease UCLA Athletes throughout the two greater Los Angeles retail sores (and no less ‘prominently than other Los Angelesarea universities) a5 wel as in prominent ‘Company branded retail stores selected by Company throughout the world; and (i assist UCLA withthe development of UCLA's global strategy showcasing UCLA, Ailetis. Company will consider UCLA’s reasonable input regarding its retail strategy with respect to Company and UCLA co-branded products, UL. UCLA OBLIGATIONS A. Exclusive Use of Supplied Products 1, During the Tenn and within the Tevtory, UCLA will equie all Coaches, Staff and ‘Teams to exclusively wear and use Supplied Products (as opposed to similar types of goods from other supplier) whenever the Coaches, Staff o¢ Teams coach, practice, Pesform or play in UCLA’s intercollegiate athletic program, participate in Team-related activites (including without imitation travel to and from competitions and participation in media and publi relations opportunities, charity events, and photograph/vieo shoots) ‘orconduet or participate in exhibitions, on-campus summer amps or clines on behalf of UCLA. Such Supplied Products shall bein good condition, with all Company Marks uncovered 2, Notwithstanding any other provision ofthis Agreement, Coaches, Teams an Sif ‘hall not be required to wear Supplied Products when they would clash with normal hsiness or non-atletie casual ate. 3, Notwithstanding any other provision ofthis Agreement, neither a Coach nor any “Team member shall be required to wear Supplied Produets when, in the written opinion ofthe Team physician, the wearing of uch shoes or apparel is medical contraindicated: provided however, that such Coach or Team member shall cover all Jogos, trademarks and brand indicia of any products other than the Supplied Products (excepting other goods with Company's logos), if otherwise obligated to wear the Supplied Products, However, the Coach or Team member, shal be required to wear any ‘Supplied Products that Company specially makes and supplies ina timely fashion and ‘which fully addresses the medica issue, as determined by the Tearm physician in his or her sole medical discretion. 1B Tickets to UCLA Events During each Contract Year, UCLA will provide the following to Company: 1. Twelve (12) best-availuble season tickets to all ome fotball games a the Rose Bowland all other locations where UCLA i designated as the home team, including four (4) parking passes; 2, ‘Two (2) season seats forall UCLA home football games, in the Wooden Athletic Fund Hospitality Suite in the Terry Donahue Pavilion (and any comparable location if this location na longer exists or is renamed) 3._ Bight (8) post-season bowl game tickets, should UCLA's football Team qualify for ‘any bow game during the Ter “ 4. Bight (8) best ‘games, including two 2) parking passes 5. ight (8) best-available ticket books (which forthe avoidance of doubt will include tickets tall events taking place on-site at such event) to each men's and women’s pos Season tournament (ineluding all PAC: 12 toumamentgumes and all games forthe NCAA Tournament pod o region that University i paieipating in), exhibition game, neutral site game, and exempt event, with the opportunity to purchase additonal best- available tickets at discounted pricing, as approved by UCLA in its reasonable disereton. 6. ight (8) UCLA Olympic Sports Cars, each of which is good for admission to other UCLA intercollegiate alti events 7. Designate and provide use ofan exclusive hospitality area and provide ‘complimentary tickets for up to one hunsred (100) guests at one (1) mutually agreed ‘upon home football game in each Contact Year at no cost to Company; '8. One hundred (100) reserved seat tickets to each of two (2) mutually agreed upon ‘men’s basketball games, as mutually agreed by the Parties n each Contract Year, 9, “The opportunity to purchase a maximum of five thousand (5,000) single game tickets for a mutually agreed-upon home football game and five thousand (5,000) season ‘otal tickets ata mutually agreed upon discounted rate to be used as a premium gi away tem to consumers and as a sales incentive for Company personnel or retail clients. 1, The opportunity to purchase a maximum of one hundred (100) basketball single game and fifty (50) season men's and womens basketball ickets in the available public sections of Pauley a a mutually agreed upon games and discounted rate, to be used as premium give-away tem to consumers and asa sles incentive for Company personnel ‘oreetal liens Company Recognition ucLA, expense, will provide Company withthe following during the Term: 1. Signage in all athletic competition and practice venues, including without limitation locker rooms, taining and practice facilities, tainers" rooms (exact signage lacatons, ‘pes and sizes to be mutually agreed upon); 2. Advertising in all football and basketball game programs and in ll Team on-campus ‘camp and clini brochures, as mutually agreed upon: 3. Radio advertisements (up fo: 30), as mutually agreed upon by the Parties, during all, Football and Basketball game broadcasts on the UCLA network: 4. ‘Two @) scoreboard and two (2) pubic adress announcements (one each half at «each home Football and Basketball game, acknowledging Company’s sponsorship of UCLA, with a wenty-five (25) word maximum, and text mutually azeptable to UCLA and Company: ‘. Prominent logo/decal recognition on the basketball stanchions (Le. pole pads) at ll home men’s and women's basketball games played in Pauley Pavilion, 6. One (1) permanent backlit sign (na mutually agreed upon size) onthe upper 1s auxiliary scoreboard in Pauley Pavilion. Sign shal be illuminated at all home athletic events 7. One (I) uniton the courtside recognition system used at men’s home basketball games, as selected by UCLA. 8. ‘The official designation of “Offical Outiter of UCLA. tbe," a8 wel 8 the “Official Outiter” designation of all UCLA Teams, and anyother designations ‘mutually agreed upon in writing, which will be used by UCLA in reference to Company whenever possible and appropriate. Such designation shall be sed to identify Company asthe exclusive supplier of Supplicd Prduts, but shall not constitute an endorsement ‘of Company, its products or services. Without limitation as to opportunities which will not be available to Company, Company wil not be assured of signage opportunites in the Jackie Robinson Stadium, the Rose Bow! or any other fotball or baseball venue; Company acknowledges that UCLA isa lessee ofthe Jackie Robinson Stadium and Rose Bowl, and that UCLA does ‘not control placement of permanent or temporary stadium signage in these fucltes. Company shall be permitted to utilize mutually agreeable UCLA athleties {aclites for Company-rlated events and production shouts upto five (5) times per CConteact Year at o usage fee or space rental east, subject UCLA standard facility rules, regulations and scheduling procedures. Other than this, Company will not have the right o utlize UCLA facilites except as expressly stated herein, or atherwise agreed ‘on writing. UCLA, upon receiving written request for use of UCLA's facilites, shall determine availabilty ad cost and advise Company at UCLA's earliest convenience Appearances by UCLA Coaches and Administrators During each Contract Year, UCLA agrees that it will make Head Coaches, the UCLA Athlete Director, or mutualy agreed upon designees available for appearances requested by ‘Company. UCLA agrees to seek the writen approval afi Head Coaches, foe Companys ‘se of each such Coach's name, signature, nickname, voice, photograph, or likeness, a8 allowed by the NCAA/Conference rules, in connection Company and the Supplied Products For any appearances outside ofthe Los Angeles area, Company agrees to provide UCLA, with frst class lodging aecommodations for one (1) and one 1) coach cass atline ticket. For intemational appearances, Company agrees to provide UCLA with to 2) busines clas asin tickets, along with first class lodging accommodations for two 2) (cxparate rooms), Consistent with Hlead Coaches’ duties owed to UCLA, UCLA shall use its reasonable fos to make Head Coaches available fo appearances before such audiences, on such dates and in such locations as are requested by Company, in writing, and Company will use reasonable efforts to request such appearance a minimum of forty-five (45) days in advance ‘of each appearance; provided, however, that Company shall pay fr or promptly reimburse UCLA forall necessary and reasonable expenses incurred by Head Coaches in connection ‘with such appearances. Company hereby releases and agres to hold harmless and indemnity UCLA and any Coaches or other UCLA employees from and against any lability 0 Company or any third party arising out of any such appearances, except in proportion to and to the extent due to the negligence or willful misconduct of UCLA, any Coach, or any UCLA employee. 6 Wy, SUPPLIED PRODUCTS AND SPONSORHIP MATERIALS ‘Subject tothe limitations set forth inthis Agreement, UCLA grants to Company a non- ‘exclusive, non-transferable right and license to utilize the UCLA Macks, as provided below: A. Company as Sole Supplier With egard to UCLA Althleties, UCLA hereby agrees that, during the Term and within the Tersitony, and wit the exceptions set forth below inthis Section 1V(A), UCLA stall not (a) enter into any sponsorship, supplier, advertising, promotional or other arangement or agreement effetve prior to ‘the end ofthe Term, with ny Thied Paty Sporting Company, of any subsidiary, dstibutor, of Hisensee of any such Third Party Sporting ‘Company for he provision of Supplied Products to UCLA’s Teams, Staff, and Coaches; (6) supply any Team, Coach, or Staff with the Supplied Products of any Third Party Sporting Company: (callow any Team, Coach ‘or Sta to wear or use the Supplied Products of any Third Party Sporting (Company to any UCLA Athletics or Team-lated events (including but not limited to practices, games, related travel, et) (4) permit any Third Party ‘Sporting Company to sponsor, promot, or supply products for any UCLA, ‘Athletes sports camps held on UCLA's campus of (e) enter nto any agreement by and between UCLA Athletes and any third party who uses the ame “Armour,” "Armes." or any term confusingly similar thereto ts ame or the name ofits products or services, without Company's prior vwiten consent Exhibit A, which is incorporated by tis reference as though fully set forth herein, lists the Existing Agreements between UCLA and third partes with respect to Additional Equipment that are presently in force. Should ny Existing Agreement trminato oe expire (excluding any Existing ‘Agreement with Easton which may be renewed or extended in UCLA'S discretion with the same product categories as exist as of the ‘commencement of the Term), UCLA shall begin using Company's ‘products in that eategory exclusively so long as Company makes products {nsuch category at that time and those products shall become par of the ‘Supplied Products hereunder, subject to the New Product Acceptance Testing Process. UCLA also shall receive a commensurate increase in the ‘Annual Produet Allowance to cover such new products, and subject tothe requirements of subsection 3, below, UCLA's policies, procedures and any requirements under the Law. UCLA agrees that, without first providing writen notice to Company and providing Company’ withthe opportunity to include such Additional Equipment inthe definition of Company Products with a commensurate Increase in the Annual Product Allowance, nether UCLA (nor any ofits Coaches and/or Staff) shall () extend or renew any Existing Agreement oF agreement subsequent thereto (except with respect to the Easton ‘Agreement, as noted above); or (i) enter into a new agreement for 7 Additional Equipment with any tied party that engages inthe complete outfiting of NCAA Division Fathletic programs. Notwithstanding the foregoing, Company agrees that Additional Equipment and any other items (including without limitation apparel items) provided under the Existing Agreement between UCLA the thied party companies listed in [Exhibit A, may continue to be provided by such companies so Tong as ‘Company does not make such products, and UCLA shall have the right ‘enter int an agreement, extension of renewal of any dation with respect tw the provision of such items in such ease. ITUCLA (or any ofits ‘Coaches and/or Staff) i not party to an Existing Agreement for Additional Equipment and Company provides UCLA with notice of its good. produce of license such Additional Equipment, then such Additional Equipment shal be included inthis Agreement with a commensurate increase in the Annual Product Allowance, UCLA. shall only be required to utilize any given item of Additional Equipment if UCLA determines in its sole subjective diseretion that use of the particular item of Additional Equipment provided by Company is necessary tothe operation of UCLA's intercollegiate athletic program, and that it meets or exceeds the quality of the particular item then in use by UCLA at the time offer to substitute is made. In this connection, if a any time during the Term, Company communicates a bona fide intention 10 expand its produc ine by adding any Additional Equipment for use by the ‘Teams, then Company shall give UCLA notice ofthe particular Additional Equipment as soon as prototypes of such Additional Equipment are available. UCLA agrees that if such Additional Equipment isnot included in an Existing Agreement, then the following process (“New Product Acceptance Testing Process”) shall be utilized. Company shall provide such prototypes to UCLA for acceptance testing. UCLA must test such prototypes in good faith and approve or disapprove such prototypes within fone hundred twenty (120) days of receipt of the prototypes. In the event that UCLA. does not approve such prototypes, UCLA. shall provide ‘Company with written reasons forts disapproval, and Company shall have 1 commercially reasonable time period to address UCLA's reasons for Alisapproving sch prototypes and to resubmit the items to UCLA. IFUCLA again tests such prototypes in good faith and disapproves such prototypes, such prototypes shall nt be included inthe definition of Supplied Products and UCLA may souree such Additional Equipment from any third party that does not engage in the complete outfitting of intercollegiate Division I athletic programs. If UCLA approves the use of such Additional Equipment, then such Additional Equipment shal thereafter be deemed 2 be included in the definition of Company Products and covered in all Pertinent respects by the terms hereof, and UCLA shall no longer be Permitted, for the remainder of the Term, to source such product from a Supplier other than Company, and the Annual Product Allowance shall increase commensurately to account for the Additional Equipment. By explanation and to reflect the sprit of the deal, barring some failure by Company to provide acceptable products pursuant to the New Product Acceptance Testing Process above and subject tothe provision set forth 18 above relted to the Existing Agreements with Easton it isthe intention of | the artes that UCLA's Teams shall be outitted by Company from "head tortor,” and in that regard, no other logo shall be visible on the Team ‘members on the practice and competition fields (or courts or ather venues as applicable and except as permite herein) excep as required pursuant 10 tn Existing Agreement. Notwithstanding any contrary provision of ths. Section, the New Product Acceptance Testing Process shall not be conducted during an official practice period or competition season forthe affected Team, ‘The New Product Acceptance Testing Process described above shall also apply to inflatables, Non-Company Products, and Excluded Products that Company wishes to supply to UCLA, asif such inflatables, Non-Company Products, and Excluded Products were “Additional Equipment”. The Excluded Products listed in Exhibit B (whichis ineoporated into the ‘Agreement by this reference as though fully set fort herein, ae excluded from this Agreement and UCLA isnot obligated to use or purchase any Excluded Products from Company. If UCLA wishes t purchase any Excluded Produets from Company, Company shall provide such products to UCLA and the Annual Product Allowance shall inerease ‘commensuratly to account fr the addtional products. Notwithstanding the preceding sentence, UCLA acknowledges that Company currently ‘produces certain Excluded Products set forth in Exhibit B, and UCLA will use its good faith efforts to test and use such Excluded Products in accordance withthe New Product Acceptance Testing Process (except ‘with respect to products covered by the Easton Agreemen) ‘Company shall comply with all applicable Laws in effect during the Term, inching as represented below inthe remainder ofthis paragraph In connection with UCLA and University of California polices in effect ‘Vising Pays coferee's band ocontoled ud opel nea ale gal eto Te Hos ‘Pury ase prov ete fr uch aaa a my be etonshy oud by he Ving Pury podoe ch vie, Ay oe tag yh Ving Party onage of Gare hale goed by eepancaguctnt twee Se enue td ie Pa 1% Conferas Contact Quesons concen neta ofthe Pac Basil Televison Ageenzs shoul be Scere ote Pac 12 Ano Comssns Televison. Qt sacri iuarasons he Sut {seu Bail Televi Apanens ld essed te Sent Leng Arie Commoner, ‘faevsion © isuituionst Bond Reso Ite Gare vod ap ofa couference package sis, tee Sal be no ‘eh eps i Vang Pury ois cours. Al ofthe ls righ fn anal seed yt Het Paty ants coalence yl ot insta, an gs es ec by te levsng inst) sl eee bythe tevin tion) oot ie nd deed elas he Gane 8 OFFICIALS: Theos alban angel by th Fac 12 Confer te Gane aed in Loe Angles 9, TICKETS AND EXPENSES ‘4 Theo Pay al ove he Visine Party wth fry 40) cmp inding ey ur (4) being ‘Ysng Patek 1 Gan Skat pros wal te nub by te Hox Pay, oI hn the a ey of Ap of be year pectin the Sino x Gane, od hcl sound for ha pepe tee, cing seta mete icy nd fe Vang Pry ‘& The Mou Pay wile apn rs exense ness ince a ht he Gams nding ea foes an erp dc tl saree aod wa. The Vg bay shal be roc fr tom 10, GAME REVENUE: The Hox Pay stall ened to ein ay and al revenue genet tthe fly icing bat oe Smad eve ton et, coosesons, paig an mechan oe FORCE MATEURE: If ihe yi deli oc rset from he sfrmance fit elgatns hander aso Beyond ‘ich pry aombl contd See “ee Maes Bre” ls at tof od es, od xk, wa pbc ‘Sos pnce ora open, eo bor deste, ovement pats ‘Seynd te presets conte sch parts tei te ter fer each of i bias ude ‘recente senha ce each se fm Pore Malet Even provi ht Sch cero ae iar se prompt wtie te ter pay th tan cat of Free Majo en and eso ow the pay ‘iin he nese tpt be Foe Majer veo 1 thos noob ep work round reac tte of he Force Mae Beat 12, TERM AND TERMINATION: Them sal omznce wont Efi Dat adsl cntueiogh Apt 1, 202, test ier teminted (he "Ter. Exp enna ano Fc Majer pay aches the ‘Attest yaaa cneling the Gane, ag tha wl mt parcpat na Gas cringe een > ‘esol confi i puspatn inthe Game Greate he “esching ty) he er pary sal xed ‘ied cages (Luda Dame hs be ald bye beacang py lows! ow gy Gre ‘Geen ols 585.0000) forte cnc Cane The Lig Dung fae ben dss ye pues sok of ‘chs penne by ces The pare spe, he tine ie Agen: sed woe morse

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