EMPLOYMENT AGREEMENT BETWEEN AUSTIN PEAY STATE UNIVERSITY AND Scotty Walden ‘This Agreement is entered into between Austin Peay State University (“the University”), and Coach Scotty Walden (“Coach Walden”), and shall govern the terms and conditions of his employment as Head Football Coach at the University. WITNESSETH: WHEREAS, Austin Peay State University desires to utilize the services of Coach Walden as Head Football Coach under the terms and conditions set forth herein, and Coach Walden desires to provide his services as Head Coach for the University’s Football program under the terms and conditions set forth herein, NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree as follows: 1. Employment. Subject to the conditions stated in this agreement, the University agrees to employ Coach Walden to serve as Head Coach of its intercollegiate Football program, and Coach Walden hereby agrees to and accepts the terms and conditions of employment outlined herein. 2. Base Salary. In consideration of services and satisfactory performance of the terms and conditions of this agreement by Coach Walden, the University agrees to pay Coach Walden the following base salaries for his services as Head Football Coach of its intercollegiate Football program and his performance in accordance with the provisions of this agreement: Remaining Calendar Year (November 1, 2020 through December 31, 2020) $250,000 prorated for two months for a total of $41,666.66. Contract Year One (January 1, 2021 through December 31, 2021) - $250,000 (annualized) Contract Year Two (January 1, through December 31, 2022) - $257,500 Contract Year Three (January 1, through December 31, 2023) -$265,000 Contract Year Four (January 1, through December 31, 2024 - $270,000 Coach Walden shall receive a signing bonus in the amount of $10,000 on November 1, 2020. Coach Walden shall receive a moving allowance of $15,000, in accordance with University policy and state law. ‘Coach Walden shall receive temporary housing for up to 30 days in a location approved by the Director of Athletics and University Advancement Compensation shall be paid on a monthly basis. Since annual salary increases are already scheduled within this agreement, Coach Walden shall not be entitled to receive across-the-board raises approved by the Austin Peay Board of Trustees.3. Tem 3.1 The parties agree that this contract shall have a term of four (4) years and two months (November 1, 2020 through December 31, 2024), subject to the terms and conditions of this Agreement. 4 Dati R aq 4.1 Coach Walden agrees to perform the duties of Head Coach for the University's intercollegiate Football program to the best of his ability and to devote his full time to the University, subject to the general supervision, orders, and direction of the Athletics Director and in compliance with applicable state and federal laws, Austin Peay Board of Trustees policies and guidelines, and University policies and procedures governing employees at the University. 4.2 Coach Walden’s duties and responsibilities shall include but not limited to recruiting players; analyzing performance and instructing players in game strategies and techniques to prepare them for athletic competition; observing players while they perform to determine the need for individual or team improvement; coaching players individually or in groups; demonstrating Football techniques; overseeing daily practice of players to instruct in the areas of ; determining strategy during games independently or in conference with coaching staff members; and performing such other duties as are normally associated with those of a head coach of an NCAA Football team. 4.3 Coach Walden shall be responsible for budgeting and administrative operation of the Football program in strict compliance with National Collegiate Athletic Association (“NCAA”) rules and regulations, University policies and procedures, and policies of the Austin Peay Board of Trustees (“Board”); managing the Football program within its approved budget; subject to and consistent with University and Department guidelines and budgetary limitations, selecting for hire, disciplining, and terminating assistant coaches and support staff for the Football progra supervising assistant coaches and other Football program staff; and engage in reasonable actions, in conjunction with the athletics department, to educate assistant coaches, staff, and boosters about the University, NCAA, and Ohio Valley Conference (“OVC”) rules and regulations and the rules and regulations of any conference with which University is affiliated, University acknowledges and agrees that, in cooperation with Coach Walden, it shall annually schedule “guarantee games” from which the University should receive not less than $500,000 total per season. Coach Walden shall be entitled to use any amount over such sum at his discretion to use for reinvestment into the football program, including, but not limited to, supplementing the salaries of assistant coaches and support staff, upon approval of the Director of Athletics, and in a manner that is not in violation of any policy, procedure or law with Austin Peay State University and the state of Tennessee. In addition, the University acknowledges and agrees that any such amount over $500,000 per season shall be made available for Coach Walden’s use on or before each January 1* following the conclusion of each Football season. Coach Walden shall also engage in reasonable actions designed to ensure that the Football coaches and support staff are in compliance with all applicable NCAA, OVC, University, and Board rules and regulations, and that their public image at games and while engaged in team or University-related travel is presented in a positive manner. 4.4 — Coach Walden shall engage in reasonable actions designed to ensure player compliance with University, NCAA, and OVC rules and regulations, He shall also have primary responsibility for supervising and disciplining players in University facilities and during team travel; for disciplining student-athletes who are not following academic requirements, such asattending classes, study hall, tutoring sessions, et cetera; for planning and directing the training, of Football players; directing the conditioning of student-athletes to achieve maximum athletic performance; assessing player's skills and assigning team positions; evaluating the University's and opposing teams' capabilities to determine game strategy; cooperating with news media; and engaging in reasonable actions designed to ensure that the Football team presents a positive public image at games and while engaged in team-related or University-related travel, 4.5 Fund Raising, Coach Walden shall, in addition to his coaching duties, be responsible, in conjunction with other relevant departmental staff-members, for fund-raising for the Football program, be available for public service duties, and assist in public relation activities as reasonably directed by the President and Athletic Director. These include, but are not limited to, public appearances, speaking engagements, fund-raising activities, academic promotions, receptions, legislative meetings, Board functions, alumni functions, booster club activities, and University development and foundation activities. 4.6 Coach Walden agrees that he shall not use his position as Head Football Coach for personal benefit except for personal benefit approved in writing by the University, which shall not be unreasonably withheld or delayed in the exercise of the University's reasonable business judgment, provided that Coach Walden meets the prior consent requirements of this agreement sand all requirements of the NCAA. This includes, but is not limited to, any and all contracts for the purchase of goods and services for the University's Football program, soliciting and/or accepting private employment, consultation, gifts, gratuities, and serving on advisory boards, including those of athletic sporting goods companies, as the same may relate to Coach Walden’s service under this agreement. A violation of this provision may be considered a conflict of interest and/or a violation of NCAA regulations and may be cause for immediate termination with forfeiture of all rights and benefits under this agreement. 4.7 Coach Walden agrees to report earnings from all sources during any fiscal year covered by this contract to the President of the University, through the Athletic Director, to the extent required by University or NCAA and/or OVC rules and regulations in effect during any part of any contract year. 4.8 Third Party Negotiations. Austin Peay State University reserves the right to negotiate and contract with third parties to procure sponsors and financial support for the Football program. Coach Walden shall make himself available and cooperate in these efforts, including participating in commercial endorsements of sponsors and financial supporters as may reasonably be required by the Athletic Director. The parties will cooperate to ensure that these third party efforts do not conflict with previously identified and approved outside endorsement commitments under paragraph 6.4 (Radio and Television). 4.9 — The parties agree that Coach Walden shall remain the sole owner of his name and likeness and hereby grants non-exclusive permission to Austin Peay State University to use his name and likeness in connection with activities described in the Employment Agreement. Subject to the constraints inherent in particular circumstances where a likeness of Coach Walden is intended to be used by Austin Peay State University, the institution shall endeavor to provide Coach Walden with notice of such intended use along with the proposed likeness to be used, and will cooperate in finding mutually agreeable images for these uses. 4.10 As long as Coach Walden is head coach of the Football program at Austin Peay State University, the University reserves the right to use as it sees fit, and at times it may determine, all