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AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and busweea Wiliam Swinney (*Coach”) and Clomson University (the “Universy”), tn educational instintion and agency of the State of South Carolina (he "Stata", and is effective January 1, 2019 (the "Effective Date") WHEREAS, Coech is curently employed by the University as the heed coach of the ‘University's men's varsity intcollesiate football team (the “Team’); WHEREAS, tae University wishes to continue to employ Couch, in the capacity of head ‘coach of the Team, all upon the terms and conditions set forth in his Agreement, and Couch is willing © aceopt such employment on such tems and conditions; WHEREAS, this Agreement amends, restates and supersedes the Fmployment ‘Agreement between the pestis dated and effective as of January 1, 2014, a8 amended by a Fst ‘Amendment effective es of April 13,2016 and a Second Amendment effetive ws of September 1, 2017 (oe “Curent Agreement"); ant WHEREAS, Coach has exclusively licensed certain of his publicity, pesonality, trademark, appearance, end ober intellectual property sights to KATBO, LLC (“Licensing Company") {or the commercial exploitation of thse rights, and University has obtained a Hiense to those rights pursuant to the Amended and Restated Licensing, Agrooment attached as Exhibit A (the “Licensing Agreement" NOW, THERSFORE, in consideration of the mutual agreements hercinfter set forth, (Coach and the University hve agreed und do hereby agree as follows: 1. Term of Agreement. The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue trough December 31, 2028 (he “Expiration Date") unless sooner terminated in accordance with the provisions af Section 18 below. Far purposes ofthis Agreement, he term “Contract ‘Yeer" shall mean cach period of Jnuaty 1 though December 31, of portion thereof, occurring during the Term, 2 (@) Employment. The University hereby employs Coach, and Coach hereby accepts cemmployment with he Univers, a8 head coach ofthe Team upon ll the tems and conditions set forth in (his Agrecment. Coach shal be an unclassified State employoe with the terms of his employment restricted solely to this Agreement (except to the extent that applicable State or University policies, procedures, rales, regulations and plans ae expressly incorporated by reference herein). Tt is understood and agreed that Coach hereby waives any and all grievance rights under the Univesiy's grievance procedure and the Sou Celina State Employee Grievance Procedure Act. Furthermore, Coach “understands and acknowledges that his employment with the University isnot e tenure-track postion and ‘will not ead wo tenure, nor will Coach be afforded any rights under the University Faculty Manual. (©) Basic Dates. Coach shall report tothe University’s Athletes Director with respect tothe performance of his duties. Heshall be responsible othe Athletics Director andthe University's President ‘with espe to all mars relating to his ployment. Coach's duties shall inched: ()_ Servirg as head coach forthe Team (ineluding without imitation the making of customary coaching decisions such as development and implementation of the systems and strategies toed on the fel, conduct of practice and teaning, seletion of Tear members, deployment of players, tnd all other matters relating the practice for and play of games, 38 well asthe performance of all other totes customarily associated with the position of head coach of @ major National Collegiate Athletic “Association NCAA") Division I footkall program), (i) Peefoming his duties and operating the University’s intercollegiate football program with personal inlegtiy and in a manner tht is consistent with and in compliance wih ll ofthe following, as applicable and es now or hereafter in effect during the Term: (A) federal, state and local laws, codes, rule, regulations and ordinances (collectively, "Law", (B) Universit polices, procedures, rule, regulations, and diresives, including without Timiation those related to admission practices, fcademie and othr student ciiplin, and th effective administration of drug testing, education and use prevention (collectively, “Unversity Requiremens"), and (C) constitutions, bylaws, rues, regulations land interpretations ofthe NCAA, the Allantic Coast Conference or any oter league ot conference of ‘which the University shall become a membue daring the Tern (the “Confeence”), and any other soverning body to which the University may be subject (collectively, "Governing Body Requirements”) (ii) Promoting a culture of compliance with, and actively supervising assistant coaches, staff, student athletes and other individuals undor his director indirect supervision wing his best efforts to maintain compliance with ll Governing Body Requirements. Gv) Using his best efforts in conjunction with the University, to ensure that all scademie standard, requirements and policies ofthe Univesity, including but not limited to those forthe Student Athlete Enrichment Frogram, ar observed by him snd by individuals under his director indirect supervision at all times, inclaing those in connection with the feenting and eligibility of prospective find current student ates fo the Univesity nero Toshal program, () Using his best efforts to ensue that all student athletes recited for the University's intercollegiate football program recive Coach's guidance in the importance of academic performance, are provided proper academic counseling, and are encouraged to and given every ‘opportunity to meet the degree requirements necessary to graduate from the University (v3) Using his best efforts to recruit, coach and train student athletes with good character, talent and academic ability compete successfully against major college competition in a ‘avality football program, ane demonstrate concen for their welfare. (vii) Recognizing that ap part of the University's administration and its publicly Visible represeniative, Coach his an affirmative duty to suppor the policies and academic priorities of he ‘University in his actions and in publi discourse, while building the University’s intercollegiate football, program. (iil) Keepng public comments about University policies or actions taken. by University administrators ina postive tone recognizing that any statements he makes about the University and its administrators are olen publicize. (ix) Using his est efforts 1o establish and maintain a frequent and systematic program of personal comniation withthe University’s student body, faulty and sta. (8) Having primary rsponsiiliy for developing and administering the budget for the University's intereolegiss football program, subject othe approval ofthe Athletics Director. 2 soerntrazanne (xi) Submiting to the Athletics Dirstor an annual evaluation of the University’s interollegiate football progrim, to inclide an evaluation of his coaching staff and auch addtional information as may be requested by the Alhletics Director. This evaluation is to be submitted each Contract Year within six (6) wecks of the completion of the football season, including post-season competition, if any. (ai) Assisting the Athletics Director ina departmental leadership role by ensuring his sports represeatation in mestings of the Athletics Department Coaches’ Council and. monthly departnental staff moctngs, os well as supporting the sucess of other Univesity sports through selected appearances. (ii) Pecfoming such other obligations as are set forth in this Agreement or otherwise reasonably assigned bythe Altes Digector consistent with Coach’s status as head coach ofthe Team, (iv) Engaging in (and using his best efforts to ensure that every person under Coach's siect or indivect supervision is engaging in) safe and responsible treatment of student athletes on the ‘Team, Coach shall efain rom any act or omission Gncluding but not limited to physical and/or emotional abuse of student athletes) that creates, or could reasonably be expected to crete, an nessonable risk of harm fo a student athlete, Without limiting the preceding sentence, Coach shall comply with any and all splicable University Requirements pertaining to medical clearance for Devieipation, including dferng to University sports medicine personnel in accordance with University ‘Requirements (© AékltonsL Duties (Appesrances), Coach duties under this Agreernent shall also include: (@ General, Coach agres to perform the appearances reasonably consistent with that of hen! foal coach a: a major Divisio Inston, inluding as delineated herein. (ii) Boaceasts. Coach acknowledges that from time to time the Univesity may be presented with opportunities forthe production and distribution of radi, television andlor internet broadcasts relating to the Unversity’ intercollegiate football program andr the University’s athletics program in general (he “Brcadcass"). Coach agrees to appear and participate in such Broadcasts in evordance withthe reasontbe request ofthe Univesity. In addition, Coach apres to record genetic {rtopicel promotions for such Broadcasts, and such other shows or events es reasonably determined by the Univesity for the prometon of the Univeesiy’s athletics program. The Broadcasts shall include (without limitation) a weekly TV Show to be prerecorded during the week between Saturday and "Thursday, All other Broadcast requirements wil be scheduled accocding to Coach’s availability and not to interfere with his duties os Head Football Coach, provided however that Coach shall make reasonable efforts tobe available as requested, (i) Promotional Activites. Coach acknowledges that from time to time opportaniies to promote publicize andlor rise funds forthe University, the University's intercollegiate football program and/or its athletics program, and/or fo paticipte in promotional atvities or events of advertisers, sponsor, or aiiats of the University wil be presenied othe University. Such opportunites may involve personal appearances, Speeches, press conferences, and other similar atvities and events which shall include, but not hocessarily’be limited to, meting with donors or sponsors, Coach acknowledges and agrees that he may ‘be required to participate in o to make special appearances at such ativities and evens in secordance with the reasonable equess ef the University 3 ssuintr a9 b. Without limiting the generality ofthe foregoing, Cosch shal attend a reasonable number, but at least ten (10), IFTAY Related vents each year: & Sach opportunities desribed shove will be scheduled according to Coach's availabilty and not to interfere with his dates as Head Football Coach, provided however Coch shall take reasonable efforts o be evailable as requested. Gv) Manhchurer Relationships. Coach acknowledges that from time to time the University may enter nto one a more agreements with ahletis equipment and/or apparel manufactures (collectively, the “Manafsctare’) for use by the Manufacture of Coach's personal services and expertise in the spor of football and/or for Coach's endorsement ofthe Manufacturer's produc. In ation to ‘teosonably providing such peronalsorvices and expertise to the Manufacturer, Cosch shall grant or cause his Licensing Company to grit to such Manufacturer the exclusive right and icense tothe unlimited use in any media (now known or sereafer created, including the internet) of Coach's name, likeness, image te, in conection ‘with te production, adverisoment, marketing, promotion, or sale of the ‘Manufacturer's products throrghout the Term. Throughout the Term, Coach shall take such reasonsble Actions es are necessary to enable the University to comply with its obligations under is ageement(s) with the Manufzctrer, including without imitation wearing andlor using exclusively the products of the “Manufacturer as and ta the extent required thoreby. During the Term, Coach and his Licensing Company shall nt enter info of maintain any endorsement, promotional, consulting, or similar agreement () with ny peson or entity that heenses, manufactures, brands, or seis thetic produts, whether through retail Tocation, exclusively on-line by direct mil, television shopping networks, or otherwise (i) that would prohibit or otherwise reset the Manufacturer's use of Coach's name, name, likeness, image et, or Subject such use to third pays approval, oi that would otherwise cause the University to volt its ‘agooment(s) with the Manufactures, (0), Othar Requests: Coach sere to comply with such other reasonable appearance ‘requests by University that are consistent with th promotion of the University and its wthletes interests ‘which would customarily be asked of a head football coach at a major Division I institution. Such ‘equests ll be scheduled asording to Coach's availability and not to interfere with his duties as Head Football Coach provided however Licensor and Coach shall make reasonable efforts for Cosch to be available as requested. (®)_ntemal Communications Protocols. Cosch shall follow any and all protocols established by the President and the Athletics Dizecior from time to time with respect to contact with University fficias about matters of concer relating tothe University's intercollegiate football program andr the ‘Athletics Department The fregoing shall not he deemed to prohibit nor-substantive social discourse ‘between Coach and University officials inthe context of social or other gacherings at which Coach and ‘one of more University officals are present, but discussion of all substantive issues (including without Timitation items of concern) about th intercollegiate football program or the Aleties Deparment shall ‘be handle in accordance withestablished protocols 3. Standard of Performance: Outside Activities. Throughout the Term, Coach shall devote Coach's entre professional alention and energy to the business and affits of the University ona fll time basis, exercising his best efforts, skis, and Knowledge. Notwithstanding the preceding, Cosch may also engage in his pecsonalespacity eluding through his Licensing Company) end not as an employee ofthe University, in any other permissible activities refered to inthis Agreement as well as such other tetivities (eg, the making ef advertisements, participation in charitable endeavors including, but not limited to the All in Team Foundation ) as are not inconsistent with () the Governing Body Requirements; i the Univenty Requiremens (i) any other contact to which the Univesity i a pary ‘of which Coach has prior no‘ce; and (i) the provisions ofthis Agreement. No such other activities, 4 sseotranaans including those of Coach's Licensing Company, shall callie with or be detrimental to Coach's duties as hnead coach ofthe Team, or be competitive with or otherwise devimental tothe University’s interests, ‘Any contractual commitments made by Coach ander the Licensing Company in connection with soch ‘activites must be coterminous With Coach's employment as head coach of the Team, and the use of any registered University marks n any sich sedviies shall be subject to the wtitten approval of the University and consistent with the Universiy's teademack licensing program. All such activities, except ‘as otherwise provide in this Agreement, are independent of Coach's employment with the University, tnd the University shall have no responsibility ot Hability for any claims arising from them. Coach ‘grees to indemnify and bold stress the University, its Board of Trustees and its employees from any find all site, claims, demands, damages, Habiliies, costs and expenses, including resonsble atorney fees, arising fom any such ouside activiy, Coach shall provide reasonable advance notice to the ‘Aileics Director ofall such outside ntiviis contemplated under this Section 3 so thatthe Athletes Director ean inform Coach of any conflicts with Coach's obligations under this Agreement or if such ‘outrde activites confit with or are detrimental othe University’s interes 4. Compliance With Applicable Rules. (©) Compliance. In performing his duties under this Agreement, Coach shall be familie with, shall adhere to, and shall promote within the football program and the Athletes Department s culture of compliance with all applicable Governing Body Requirements and University Requirements Without limiting the generality of the foregoing, Cosch shall not acoopt or eceve directly or indirectly (including without limitation through the Licensing Company) any monies, benefits or any other {rautis whatsoever fom ary person or etty if suck action would be in violation of any applicable ‘Governing Body Requirement, University Requirement or Law (including without limitation the South ‘Carona Ethies Act), Cosch shall use his best efforts in good fith to cause all Team members and ‘University personnel whom he is responable for supervising (directly or indirectly) to comply with all applicable Governing Body Requremante and University Requirements, an sl ae in ernnection with Univesity bosiess. If Cooch shall become aware of any person violating any Governing Body [Requirement andor Universiy Reguitement, and/or any Law in conaeetion with University business, Coach shall immediately report such violation to the University’s Athletics Director and Director of Compliance, (©) Consequengstof Violation. Without limiting other available remedies, inthe event that Couch (directly or acing throagh or on behalf of the Licensing Company) is found to be in violation of | Governing Body Requiremerts waile employed pursuant to this Agreement, he shall be subject to disciplinary orcoretive actin a set forth in relevant NCAA, Confrence, other governing body, and/or (eubjec to Section 2()) University disciplinary andor enforcement procedures. Without limiting otber salable remedies, Coach may be suspended for a period of time without pay, or Coach's employment ‘ay be terminated for Cause a provided for in this Agreement, i he is found to have been involved in repeated ot significant violins of Governing Body Requirement For purposes ofthis Agreement, ‘Significant violations shall ncude, but are not Fimited to, any violation in which Coach is found to have been involved thatthe University determines could reasonably be expected to result sanctions against the University such as probation forfeiture of athletic contests, loss of scholarships, prohibition against league or conference chatnpicnship or telocast appearances, significant restrictions on a coach’s right to reru,or any cher similar sanction thatthe NCAA, Conference, or other governing body may impose ‘under its Governing Body Resuireents in effet fom time to ime, (© Title 1X Poles, Coach shall adhere to all Univesity Requirements adopted for purposes of compliance with Title IX of the Education Amindments of 1972, the Violence Against Women Act's amendments tothe Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Siatntics Act, and/or any sila state or local law (collcively, “Tilo IX Policies"). Without limiting 5 stem 7 cose the preceding sentence, Coacs shall specifically adhere to all reporting obligations under the Title TX Policies, pursuant to which he must report mates imusediately and directly to the University’s Tile TX Coordinator as rogited by the Tile IX Policies. (6) Obligation to Cooperate and Furnish Cerin Information, Coach shall fish to the University, upon request, any information thatthe University reasonably deems relevant and necessary oc ‘wel for purposes of at investigation of any potential inaction of any Governing Body Requirement or University Requirement. In addition, Coach shall cooperate fll in the NCAA infections process, Snluding the investigation aod adjudication of potential infactions of any NCAA Governing, Body Requirement, s wll as corresponding processes ofthe Conference. Full cooperation includes, but snot Timited to () affimatively reporting instances of noncompliance to the NCAA or Conference (es applicable) in 2 timely manrer and assisting in developing fal information to determine whether a possible violation has oocured and the deals thereof; Gi) timely participation in inteviews and providing complete and bial responses; (i) making a full and complete disclosure of relevant Information, including timely production of relevant material or information requested, and inthe format requested (with the exception of any materials protected by the attomey-client privilege, work product octine, or any other appliable evidentiary privilege/protecton recognized by either the Federal ot South Carli Roles of Givi Procedre of common I) (3) eielsing and providing acces o all clectronic devices used in aay way for business purposes; (¥) providing access to all social media, ‘messaging and other appicatbns that ae or may be relevant to the investigation; and (i) preserving the integrity of an investigation and abiding by all applicable confidentiality rules and instructions. This ‘provision sal survive ny exiatio or termination of hi Agreement Salary. During the Term, the University sell pay Coach an annual base salary at the rate of $245,000 per Contract Vout, payable in accordance withthe Univesity” pyre palieie and practices asin eect rom time to time, and subject to applicable deductions and withholdings. For all purposes under this ‘Agreement, the term “Base Silary” shal refer to Coach's base star rate then in effect pursuant 10 this Section 5, and shal ot include any bonus, benefits or ether amounts payable to Coach as provided in this ‘Agreement, The Rage Salaryrate set forth above is an annual rate; accordingly, if Cosch is employed for Tess than twelve (12) fll moaths during a Contract Year, the Base Salary fr that Contract Year will be promod accordingly, 6. Licensing Consideration. (@) Any considention paid tothe Licensing Company for use of certain intellectual property and other rights of Coach sell not be taken into account for purposes of computing the University's ‘contributions to any pension cr employee benefit plan ©) Conch agres to indemnify and hold University harmless for any twx consequences including without imitation, interest, fies and penalties to University caused by University payments ‘made fo the Lieensing Compeny being recast as income to Coach by the appropriate local, sate, Federal or foreign governmental axing authorities. (©) Coach agres that a breach by the Licensing Company ofthe Licensing Agreement will be considered a breach by him of this Agreement. Coach shall execute Exhibit B to this Agreement personally guaranteeing the performance ofthe Licensing Company. 7. Supplemental Compensation 6 aetna (©) In view of th level of commitment nd effort required by Coach to full his duties under this Agreement asthe head coach of a major NCAA Division I fotball program, during the Term the Univesity sll pay to Coach the following (Supplemental Compensation”) at the annual rates ‘dotted in the schedle below, payable in accordance with the University’s payroll policies and practices asin effect from time to lime, and subject 0 applicable deductions and withholdings. Contrast Year Bate Janvaty 1,2019- December 31,2019 $5,505,000 January 1, 2020- December 31,2020 $5,505,000 Saran 1, 20¢1- December 31,2021 15,755,000 Sanuary 1, 2022: December 31,2022 $5,755,000 Snaary 1, 20:3- Dever 31,2023 6,005,000 January 1,2034- December 31,2024 $6,255,000 Sanuary 1, 2025- December 31,2025 $6,305,000 Jituey 1, 2026- December 31,2026 $6,755,000 Senaary 1,2027- Devember 31,2027 37255,000 Sanaary 1, 2008- December 31,2028 $87255,000 “The partes aclaowledge thit for a portion of 2019, by agreement of the parties, Supplemental Compensation his been paid the rate heretofore in effect Under the Current Agreement, and agree that ‘Supplemental Comnpensition shall be adjusted so that as of May 31, 2019, Coach shall have received Supplemental Compensation os the applicable rte appearing above through that date. Prom and afer Sune 1, 2019, Supplemental Compensation shal be paid atthe rates appearing above. (©) __ The Supplemental Compensation rate, asin effect fom time to time, ae annual rates; ovordinsly, if Coach i employed for less than twelve (12) fol monthe dring a Contract Year the ‘Supplemental Compensation fo st Contract Year willbe prorated accordingly (©. The amounts paid to Coach pursuant to tis Section 7 shall not be taken into account for ‘puposes of comping the Universiy’scontibatons to any pension or employee benefit plan, except to ‘the extent tht the tems ofthe applicable plan expressly provide otherwise. 8. Berformance Bonuses. (®) _ With respect to each complete season (including postseason games) in which Coach coaches the Team as its head coach, provided that the most recently calculated multi-year NCAA ‘Academie Progress Rate ("APR") score forthe Team isnot les than 950, Coach shall xen and be pid the fellowing amounts, less ary applicable deductions and withholdings: ()_ Forpostseason performance, Coach shal be paid: (A) $50,000 ifthe Team plays in the Conference Championship Game, pus {$150,000 if the Team wins the Conference Championship Game; and (B) am additional bons to be caleulsted pursuant to one of the following Sections 8(e){}(B)1), @) or (3) (it Being understood and agreed that only one bonus may’ be eared per season pursuant to this Section COO) 7 soerut7 ean (1) $100,000 if the Team plays in a College Footbell Playa (CCFP") "New Years 6" Bow! Game; or @) $200,000 ifthe Team plays in the semifinal game of the CFP, pls $200,000 i the Team plays inthe championship game of| the CFP, plus $250,000 ifthe Team wins the championship game ofthe CFP; (©) $50,000 ifthe ‘Tm wins eight or more regular season games ‘and plays in a posteason bowl game other than a game ‘denied in Sections S(aXSNBX1) ot 6G)((B)@2) above. 8) Coack. shall bo paid $25,000 if he is named as Conference Head Pootell Cosch ofthe Year by the Conference Sports Media Association, (i) Coac shal be pad $50,000 fr each National Coach ofthe Year awed given by 1 nationally recognized entity (eg,, AP, AFCA, Bobby Bowden, Bobby Dodd, Bear Bryant, CBS Spots, Home Depot, Maxwell, Sports lustated, Sporting [News or Walter Camp) he receives with respect to the season, up fo a maximum of thre such awards for any given season. () With respect to etch complete season (including postseason games) in which Coach coaches the Team as its head cach, the University shall make avilable for bonuses the sum of $75,000 if the NCAA single year APR sore ofthe Tetm roster for the scademic year during which such season ‘curs is equal to or greater than 950 but les tha 975, or $100,000 ifthe NCAA single year APR score ‘ofthe Team roster forthe acalemie year during which such season occurs is equal to or greater than 975 {the "Academie Performance Romas Pool"). The Academic Performance Bonus Pool shall be paid to Coach, assistant coaches, the director of football operations, and/or other University employees whose ‘primary dates relate to the fostbell program, in such proportions asthe Athletics Director shall determine In the Athletes Ditector's sole discretion following consultation with Coach In order to receive a ‘payment under this Seton 8), the payee must be employed and performing substantial services forthe University onthe dat the APR is determined. (©) Any bonus payable pursuant to this Setion 8 shal be paid within sixty (60) days afte the triggeting event. The amounts paid pursuant to this Section B shall not be taken into aecour fr purposes ‘of eompiting the University's contributions to any pension or employee benefit pln, BA. Retention Bonuses, () Provided tha Coach continues to be employed and acting as ead conch ofthe Team ‘through January I, 2021, the Unversity shall (ubjet fo the terms of tis Section 8A()), within fourteen (14) days, pay Coach, a8 retention bonus, the sum of $1,000,000 (ess applicable deductions and withholdings)” Such mount shall be forfeited by Coach in its entirety if Coach fails to continue to be employed and performing sich services forthe University through January 1, 2021, regardless of the feason he is no Tonge so employed, If, after receipt of Universiy's payment fo Coach pursuant to this Section 8A(@), Coach ceate to be employed and acting as head coach of the Team prior to March 1, 2021, he shall reimburse the University, within fourteen (14) days of demand the $1,000,000 payment (ncluding amounts paid div 1 coach and amounts withheld and remitted by Coach to the appropiate ‘axing authorities). 8 sts 7enmno ©) Provided that Coach continues to be employed and acting as head couch of the Team through Jamuary I, 2023, the University shall object othe terms ofthis Section 8A(a), within fourteen (14) days, pay Coach, a8 & retention bonus, the sum of $1,000,000 (less applicable deductions and ‘withboldings). Such emount shall be ferfeite by Coach i its entirety if Coach falls to continue to be employed and performing such services for the University through January 1, 2023, regardless of the reason he is no longer so employed, If, afer receipt of University's payment to Coach pursuant to this Section 8A(Q), Coach ceases io be employed and acting as head coach of the Team prot to March 1, 2023, he shall reimburse the Univesity, within fourteen (14) days of demand, the $1,000,000 payment (including emounts paid diroedy to coach and amounts witheld and remited by Coach tothe appropriate taxing authorities) (©) Thedefered emounts payable pursuant to Sections 8A(@)-() shall not eeruesny interest ving the period of deferral shall not be taken into sozunt foe purposes of determining the University’s contributions to any pension or employee benefit plan on behalf of Caach; and shall be subject on the payiment date to withholding axes and all paycol taxes in accordance with applicable law on that dat, ‘All amounts payable to Coach by the University under this Section 8A shall be # general unscoured ‘obligation of the University te him. ‘The University shall not be required to set aside or accumulate any funds to pay such obligation, nor shall Coach have any claim against any funds which the University, as ‘matter of sound fiscal planing a8 determined by it, may elect to set aside or accumulate to nd such ‘obligation wien it becomes payable, If the University elects to set aside or ectmalate Funds to satisfy its ‘obligation, such election, and any funds st eide or accumulated, shall not create, or be construed to rete, trust of any kind or fiduciary relationship between the Univesity and Coach. Any funds set {side or accumulated shall rman, a all imes, pat of the University's general asets. Any right Coach has fo defered amounts under this Agrocment shall not be senior t claims of the University’s general ‘reditors, shall ot be subject in any manner to anticipation, plodge, or encumbrance, and shall not be Sulject to aachment, gamisiment, Levy, execution or other legal Or equitable process forthe debts, outst ables of Coach or is bonetcatn. 9. Benefits (@ Standard Bensfits, For so long ashe is employed and acting as head coach of the Team pursuant fo this Agreement, Coach shall be ened to patcipate in the same fringe benefit programs Which ae afforded fo all unclssified University Athletics Department personnel including annual leave, Sick leave, group health instrance, group life insance, andthe State's retrement program. If any benefits ae based in whole or in pact upon salary pid to Coach, such consideration shall be made based exclusively upon the Base Salary provided pursuant to Section 5, except to the exten that the terms of the ‘applicable plan expressly provide otherwise, Notwithstanding any provisions herein to the contrary, Coech’s Base Salary, Supplemental Compensation and any other form of compensation shall not be adjusted due to any Universi or Stato of South Carolina mandated costo living or similar adjustment (6) Club Membambip, For so longs he is employed and ating as head coach ofthe Team pursuant to this Agreement, the University sball pay Coach's membership dues in a country club "pproved by the Universi, up tan amount not to exceed ten thousand Dollars ($10,000) per year. (©) Automobiles. For so long as he is employed and acting as head cosch of the Team pursuant o this Apreeinen, Laverty shall fish to Coach two (2) new, fl-size automobiles from the Tiniversiy’s dealer program, and shall reimburse Coach, or pay dizetly, for standard (per University poly) automobile liability end comprehensive insurance and property taxes, if applicable upon said ‘ebices, to be paid within sty (60) days of Coach's writen notice to University of such expenses (bat Only upon Coach's presentation to the University of appropiate docamentation, vouchers or other Suatements es required by the University). The two (2) automobiles wil be replaced atleast every twelve 9 coer wane (12) months with two (2) new automobiles. Altematively, Coach can elect to receive on (1) antomobile ts provided for herein and monthly stipend in the sum of $1,000 per mont, In the event that dealer program vehicles are not avaible, Coach shall receive two (2) automobile stipends of $1,000 each. For purposes of acuraely calculating and reporting the value of his use ofthe automabile(s) a8 gross income {o him with respect to federal an state income taxation, Coach agrees to observe the sme record Keeping requirements established by the Univesity for business and personal use of its motor vehicles by other employees (© On-Campus Sommer Camp/Oiher Activities. (Coach. may, ditectiy of through an entity controlled by Coach, conduct () summer youth football camps for up to four (4) weeks each summer during the Term on the University arpus, andor Gi) seperate cups for adult women and men for up to five (5) days each summer during the Term on the University campus (each of the foregoing a “Camp” and collectively the “Camps"), pursuant to the ferms ofa writen agreement between the University and Coach or his controled entity. Coaci shall comply, and shall cause all Camps to comply, with applicable Governing Body Requirements, Univesity Requirement, including those of the University's Pre-Collegiate Programs Office, end Laws, “Coach shall have the opportunity to use University facilites in the conduct of the ‘Camps, subject to avilbility, For the use of University facilities, Coach shall be charged the standard tate charged to others for siilar services furished by the University. For purposes of summer youth ‘Camps only, camps for rising high school seniors and younger, Couch shall be able to use, without Teasing fees, the University's name, likeness, and image for apparel associated with the registration oats of such Camps, subject to the approval of the Athletic Ditector and the Director of Licensing, Coach shall be responsible forall costs incidental tothe Camps, including uniform charges. i) Notwithstanding Section 9(0() the parties may agree that one or more of the ‘Caps will be enacted bythe University, in which ano Coach or hie controlled entity will operate such Camps) on behalf of the University pursuant to terms established by writen agreement between the University and Coach or hs controled entity (© Family Teave. For so Jong a8 be is employed and acing as head couch of tho Team pursuant fo this Agreement, te University shall pay the easonable travel expenses incurred by Coach's Spouse and dependent childen in attending Team games held outside the city of Clemson, South Carolina (Tickets. Forso long as he i employed and acting as head coach ofthe Team pursuant to this Agreement, the University wil provide to Coach, st no charge, () twenty (20) tckes to each of the University's home and away football games and foriy (40) tickets to any postseason football game in ‘which the Team shall prtipte, Gi use of one (1) tweny-¢wo (22) seat executive suite in the football Sadiam during all home football games, (i) six () tickets fo each University home men's basketball fzame, and (i) six (6 tickets to each Univesity home baseball game All use of such tickets and suite Shall be subject to applicable Governing Body Requirements (@) Term Life Insurance, ‘The University shall provide Coach with University provided supplestental term ite insurance, ination to any University group life insurance coverage for which he iy be eligible, This supplemental term life insurance coverage shall provide Coach, for so long as he ‘Continues to be employed and ating at head coach of the Team, with Si0,000,000 worth of death benefit, overage, Such insuranve coverage shall be povided to Coach nly ihe i insurable at reasonable cost, tnd shall only commence ater Coach has proved all the necessery information to the University’s Insurance agert. ‘Cogch shall be permitted to designate the beneficiaries of the supplemental term life surance coverage. In th event that Coach isnot insurable st reasonable cost as determined by the 10 stan enone University, the pates shall emend this Agreement to provide the aforementioned $10,000,000 death benefit in some other manner (0) SplieDollar Lie Insurance Benefits. Coach shal be eligible for split dollar life insurance ‘benefits as and tothe extent provided in, and a lng 3 he sais the applicable requirement of, () the Cap-Ex Agreement between Coach and the Universi dated as of March 29, 2018, as amended by an ‘Amendment No, 1 effective ai of May 8, 2018, and (i) the Cap-Ex Agreement between Coach and the University dated at of Noverber 18, 2019, in each case as said agreements may subsequently be amended by Coach and the University from timo to ime (he “Cap-Ex Agreement”), ‘The Cap-Bx ‘Agroements ate hereby incorporated by reference into this Agreement. 9A. Gond Faith Market Review. (©) Beginning wih the 2022 collegiate football season, if and within 120 days after the football eam appears inthe CEP (o surviving system) Semi-Final Game, the parties agree to complete a ‘good fith review and negotiton of aggregate compensation under this Agreement and the Licensing ‘Agreement, After aid review and negotiation, i the partis fail to reach an agreement for # market adjustment of such compensation andthe University did not offer terms tat would make the aggregate {nnual compensation under his Agreement and the Licensing Agreement no less than thd Grd) in Augregste compensation (including Iieensing arrangements) amongst active head coaches at institutions ‘hich ae eligible to compete for the CFP (or surviving sytem), the University agrees to waive forthe remaining Term any Tiguidaied damages Which would be duc from Coach to the University upon Termination ofthis Agreement pursuant to Section 18(e). For purposes of this provision, the average tompensiton per year (APY) over the remaining term stall o used es the primary matket comparison. The parties agree to jointly engage, if needed, an independent valuation expert to assist wit determining, market valuations (the valalion experts opinion shall be non-binding). (©) _No such review and negotiation wil be required (bt is not prohibited) in a given Contract Year if the patie entered into en agreement for a market based adjust pursuant to ths Section ‘in the immediately preceding Contract Year. (©) This Section 9A shall not prevent the patios from mutually agresng to amend the terms ofthis Agreement at any other point during the Term. 10, Reimbursement of Expenses. In alti to payment of expenses expressly provided for inthis ‘Agreement, the University shall pay on Coach's behalf all reasonable expeasee necessarily incurred by him in the performance of his duties. All such expenses shall be reimbursed in accordance with University polices and shall te subject othe approval ofthe University’s Athletics Director, which shall not be unreasonsbly withbeld or delayed. Any expenses that are eligible for eeinbursementwnder th ‘Aereetent shall be paid within sixty (60) days folowing submission of supporting documentation in tccordance with University policy, but in no event later than the March 15tb date that immediatly fallow the calendar year in which Such expenses were incurred, 11, Disclosure of Outside Income; Information Rights. (©) Repostng, Cotch shall report anally in writing to the President ofthe University, on or before September 1 of exh year during the Term, allahletclly related income and benefits from sources outside the Universi, icing but not limited to income ftom endorsement or consultation Contracts with apparel companies of equipment manufactures, from television and/or radio programs, fnd/or from comership, contol or management of a foundation, organization ot other entity. For purposes ofthis Section, inccme or benefits ate considered athletically related if they have an athletics n sour waco rem, are related to Cosel’ reputation or ability, of ate provided because Coach is afiited or temployed with the University, Such disclosure shill include income paid by parties other than the ‘University to the Licensing Campany. (©) Camp Accouting. Coach shall provide an annual accounting or report of the expenses and revenues of any Camp operated by Coach (or any entity controlled by him) pursuant to Section 98). ‘The University shall have the right conduc, at ts expense, a fall audit of any suck Camp, using an accountant of is choice. 12 Assistant Conches. (@) Employment of Assistant Coaches. The University shall employ es asistant coaches for the Team persons selocted by Coach, approved by the University’s Athletes Director, and acceptable to the University. Coach shall tave the right to dismiss assistant coaches within the procedural and policy tuideines ofthe University i he determines it sin the best intrest of the University’s intercollegiate football program atthe Universi. Coach shall utilize hi best efforts during the Term to develop a coaching staff consistent withthe needs, polices, and regulations ofthe University. () Assistant Costhes’ Compensation. The Univesity shall budget for assistant coaches? salaries each year at amour determined by the University's Athletics Director in consultation with Coach 13, StafL Budget. The University shall budget for staff (excluding assistant coaches) saries and cxpenses during eich year af this Agreement an amount determined by the University's Athletics Director in consultation with Coach. Coach, subject to the procedural and policy guidelines of the ‘University, shall have the eight to determine how the budgeted amount for staff slaries will be allocated famong the staff. Staff aball be entitled to partcigate any welfare, health and life insurance, and ‘etienent benefit and incentive programs as may be adopted fom time to time by the University on the “ime basis as provided to similarly situated employees of the University and in accordance with the University's policies, procedures and plans applicable to them, 14, Schedule, ‘The annul schedule of contests for the Team shall be determined by the Athletics Director in consultation with Coach. 15, Teamsportaton in Fertherance of Duties. During the Term, the Atetics Department airplane bo such other transportation a neceastry and appropriate willbe availabe for reasonable use by Coach in ‘onnection with his oficial dates ax head coach ofthe Team, subject to prior approval of the Athletics Director and such other approvals as required by University policy. 16, Representation of the University. (@) By Coach. Cosch shall represent the University in ¢ dignified manner He shall so conciuct both his employment activities and his personal life in a manner that wil notin the Univesty’s ‘reasonable determination: ring disgrace or eribarrassment to the University or Coach; tend to shock, insu, or offend the greater Clemson, South Carolina andlor University alumni communities; manifest contempt or distegatd for diversity, public mors or decency; or violate University Requitements with respect to personal conduct. (©) By Others. Conch shall use his best ffosts in good eth to cause all Team members and Univesity personnel whom he is responsible for supervising (directly or indirectly) to conduet both their activites in connection with ne Team and their respective peesonal ives in @ manner that will ot, inthe nD saute aan08 Universigy’s determination: bing disgrace or embarrassment tothe University or themselves; tend to shock, insult, of offend the greater Clemson, Souh Carolina and/or University alumni communities; Imenifést contempt or distegard for diversity, public morals or decency; or violate University Requirements with respect to fersonel conduct. 17, Use ofName, Ete, Consistent with the Licensing Agreement, Coach consents to the use of, and vill ease the Liensing Company to campy withthe Licensing Agreement forthe use of, Coac’s name, nickname, initials, etograph, signature, voce, video of film portzayals, photograph, image or likeness, ind any ether means of endotement or identification of or by Coach, including statistical, biographical, ‘or other information or data rating, to Couch, bythe University or by any party under contaet with the University in the conduct and promotion of the University's allies program and as otherwise provide inthis Agreement. 18. nation of Coach's Bi ut () Death, Inthe event Coach's employment heroundor ceases prior tothe Expiration Date by reason of Coach's deat, the University shall pay any Accrued Obligations (es defined in Section 18() below), (©) Disabiliy, Inthe event of Cosch’s substantial physical or mental incapacity lasting in excess of ninety (00) days which cannot reasonably be accommodated by the University and which Inteferes with Coach's ability to perform essntal functions of the duties and responsibilities set forth herein (Disability”), Coneh’semployment under thi Agroement may be terminated by the University for Disability, subject to any recuirements that may be imposed by applicable Taw. Tn such even, the University's sole lability shill be to pay Coach any Accrued Obligations (as defined in Section 18() below), and for any disability enefis to which Coach may be entitled under a University group disabiity plas. (©, TenminstionFar Cause, In adtion to any other remedy pemmitied by this Agreement or applicable law, the University may, by writen notice, terminate Coach’ employment for Cause at any time. For purposes of this Section 18(6), “Cause” shall be defined to include, a6 determined by the ‘University ints reasonable sel good faith discretion, any one (1) or more ofthe following (@) any material beach of this Agreement by Coach; (i) ()__anyactoromission, wheter occuring prior tor during the ‘Term, thit the University determines constiutes a violation by or permited by him or the Licensing Company, @) any sctoromission, whether occuring prior to or during the Term, thatthe Universi’ determines constitues a violation by personnel he is responsible for supervising (directly or indzecty) which he knows or should have known about and does not ‘immediatly report as required by this Agreement, or @) any st or ominson, whether occuring prior to or during the Term, thatthe University determines constitutes a violation by any other person which he knows bout and doesnot immediato'y report as required by this Agreement, or () sn act or omission, whether occuring prior to or during the Term, that the University determines constitutes a violation for which he is otherwise responsible B sian. renanise

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