DocuSign Envelope ID: 534FDB10-0298-4081-9253-8378F36DE255

First Amendment to the 2020 Employment Agreement

Between Florida State University and
Marcus Woodson

This First Amendment to the 2020 Employment Agreement (the “First Amendment”), to be
effective January 1, 2021 (the “Effective Date”), by and among the Florida State University Board of
Trustees, for and on behalf of, The Florida State University (“University”), and Marcus Woodson (the
“Employee”) (collectively, the “Parties”), amends the terms of the 2020 Employment Agreement in the
following respects only.

WHEREAS, the Parties entered into a 2020 Employment Agreement (the “Employment
Agreement”); and

WHEREAS, according to the terms of the Employment Agreement, the Total Term expires on
December 31, 2021; and

WHEREAS, the Parties wish to amend the Employment Agreement by extending the Total Term
to end December 31, 2022 and by increasing the Total Annual Compensation paid to the Employee
beginning in Contract Year Two; and

WHEREAS, the Employee has agreed to the amendments expressed below; and

WHEREAS, the Parties have obtained independent legal, financial, and other advice pertaining to
the Employment Agreement and this First Amendment.

NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

1. Defined Terms. Unless otherwise defined, specified or amended herein, defined terms
shall have the same meanings ascribed to them in the Employment Agreement. Terms defined in the
introduction and recitals of this amendment are incorporated into this First Amendment.

2. Prevailing Provisions. In the event of any conflict, disagreement, or incongruity between

or among any of the terms, conditions, and/or provisions of the Employment Agreement and this First
Amendment, the terms and provisions of this First Amendment shall govern, have priority and be
controlling thereof.

3. Amendment to Paragraph A of Section II. Paragraph A of Section II of the Employment

Agreement is deleted in its entirety and replaced with the following:

A. The term of this Agreement shall be for a period commencing on the

Effective Date and ending on December 31, 2022 (the “Total Term”), unless sooner
terminated in accordance with the terms of this Agreement. For purposes of this
Agreement, the Total Term shall consist of three (3) Contract Years. The First Contract
Year shall begin on the Effective Date and end on December 31, 2020; the Second Contract
Year will begin on January 1, 2021, and end on December 31, 2021; the Third Contract
Year shall begin on January 1, 2022 and end on December 31, 2022.

4. Amendment to Paragraph C of Section II. Paragraph C of Section II of the Employment

Agreement is deleted in its entirety and replaced with the following:

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C. Subject to the terms and conditions contained herein, Employee agrees

that he shall not enter into any other sports or athletics related employment prior to the
conclusion of the Total Term. Should the Employee nevertheless breach this provision, it
shall be deemed a breach of this Agreement, resulting in immediate termination of this
Agreement, and the University shall be under no further financial or other obligation
whatsoever to Employee, except for such obligations which have accrued or vested
pursuant to this Agreement prior to the date of such termination.

Furthermore, Employee recognizes that the development of relationships with

student-athletes, administrators, coaches, alumni, and others is critical to the success of
University's Athletics Program; that he possesses and will further develop knowledge and
expertise of special value to the University; and that University will necessarily expend
resources to support Employee in fulfilling his responsibilities under this Agreement.
Employee also recognizes that the University is making a highly valuable investment in
his continued employment by entering into this Agreement and that its investment would
be lost if he were to resign or otherwise terminate his employment with the University prior
to the expiration of the Total Term. Therefore, Employee acknowledges that if he
terminates this Agreement prior to the end of the Total Term, the University will lose the
benefit of the relationships, knowledge, and expertise developed by Employee at
University's expense. In addition, University will incur administrative, recruiting,
resettlement and other costs in obtaining a replacement for Employee, as well as potentially
increased compensation costs and losses of other revenues.

Therefore, as a consequence of early termination of this Agreement by Employee,

Employee agrees to pay and the University agrees to accept as liquidated damages the
following amounts:

1. 100% of Employee’s gross Total Annual Compensation as referenced in

Section III. of this Agreement that would be due during the otherwise
unexpired Total Term, beginning on the date of termination and ending on
the last day of the Total Term, if Employee terminates this Agreement for
any reason on or before December 31, 2021.

2. 25% of Employee’s gross Total Annual Compensation as referenced in

Section III. of this Agreement that would be due during the otherwise
unexpired Total Term, beginning on the date of termination and ending on
the last day of the Total Term, if Employee terminates this Agreement on
or after January 1, 2022 for any reason other than Employee obtaining (i)
a head football coaching position at another University, (ii) a defensive
coordinator position with primary play-calling authority at another
University (as reasonably determined by University), or (iii) a coaching
position with a professional sports organization.

Liquidated Damages shall be paid within thirty (30) days of the date of termination.
The parties acknowledge and expressly agree that, it being impossible to ascertain or
estimate the entire or exact cost, damage, or injury that University may sustain by reason
of such early termination, the foregoing sums are mutually agreed upon as liquidated
damages for the injury suffered by University, and not as a penalty. This provision shall
survive the termination of this Agreement by Employee pursuant to subsection V.F. below

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of this Agreement and shall remain in full force and effect until the conclusion of the Total
Term unless this Agreement is sooner terminated pursuant to subsections V.B., V.E., V.G.,
or V.H. of this Agreement.

The parties agree that should another employment opportunity be presented

directly or indirectly to Employee and/or any individual, firm, or entity acting on
Employee’s behalf, or should Employee be interested in other employment during the Total
Term, Employee shall notify the Head Coach, and the AD or its designee, of such
opportunity or interest before any substantive discussions can be held by Employee and/or
any individual, firm, or entity acting on Employee’s behalf with any potential employer.
The Head Coach and the AD or his designee shall not prohibit Employee and/or any
individual, firm, or entity acting on Employee’s behalf from engaging in such substantive
discussions with a professional sports organization. This provision is essential to this
Agreement and violation thereof may be considered just cause for termination pursuant to
subsection V.B. below of this Agreement.

5. Amendment to Paragraph B of Section III. The unnumbered paragraph at the beginning

of Paragraph B of Section III of the Employment Agreement is deleted in its entirety and replaced with
the following. This provision does not amend numbered paragraphs 1 through 5 of Paragraph B of
Section III:

Subject to the limitations imposed by this section of the Agreement, University

Regulations and Policies, and in compliance with all present or future legislation, rules,
regulations, directives, written policies, bylaws and constitutions, and official or
authoritative interpretations thereof, and any and all amendments, supplements, or
modifications thereto promulgated hereafter by the NCAA or the ACC, as of the Effective
Date of this Agreement and each Contract Year thereafter, University shall pay Employee
Two Hundred Thousand Dollars ($200,000.00) for the First Contract Year as Additional
Compensation, payable over the First Contract Year in equal bi-weekly payments, and
University shall pay Employee Two Hundred Seventy-Five Thousand Dollars
($275,000.00) for the second Contract Year (specifically, $125,000 from January 1, 2021
to June 30, 2021, and $150,000 from July 1, 2021 to December 31, 2021) as Additional
Compensation, payable over the Second Contract Year in equal bi-weekly payments, and
University shall pay Employee Three Hundred Thousand Dollars ($300,000) for the Third
Contract Year as Additional Compensation, payable over the Third Contract Year in equal
bi-weekly payments. All compensation payable pursuant to this subsection III.B. is taxable
as supplemental wages, and is subject to required deductions and applicable withholdings
for federal, state, and local taxes, and is contingent upon Employee performing the
following duties to the best of his abilities:

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, each party is signing this amendment on the dates indicated below:

FLORIDA STATE UNIVERSITY EMPLOYEE

BOARD OF TRUSTEES, for and on
behalf of FLORIDA STATE UNIVERSITY

2/15/2021 | 10:45 AM EST 2/15/2021 | 9:23 AM EST

By David Coburn Date Marcus Woodson Date

Athletic Director

Approved as to form and legal sufficiency:

2/9/2021 | 1:27 PM EST
__________________________________
Craig D. Miller Date
Associate General Counsel
Florida State University