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DocuSign Envelope ID: D552E54E-7AE6-4642-BCDC-B420F1418CB4

Seventh Amendment to the 2014 Employment Agreement


Between Florida State University and
Odell Haggins

This Seventh Amendment to the 2014 Employment Agreement (the “Seventh Amendment”), to
be effective December 17, 2021, by and among The Florida State University Board of Trustees, for and
on behalf of, The Florida State University (“University”), and Odell Haggins (“Employee”) (collectively,
the “Parties”), amends the terms of the 2014 Employment Agreement in the following respects only.

BACKGROUND

WHEREAS, the Parties entered into a 2014 Employment Agreement and subsequent amendments
(the “Employment Agreement”, which shall include any amendments); and

WHEREAS, the Parties wish to amend the Employment Agreement by extending the Total Term
to end on December 31, 2023; and

WHEREAS, the Parties have obtained independent legal, financial, and other advice pertaining to
the Employment Agreement and this Seventh 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:

AGREEMENT

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 background of this amendment are incorporated into this Seventh 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 Seventh
Amendment, the terms and provisions of this Seventh 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 February 1, 2019
and ending on December 31, 2023 (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
five Contract Years. The First Contract Year shall begin on February 1, 2019 and end on January
31, 2020; the Second Contract Year shall begin on February 1, 2020, and end on January 31,
2021; the Third Contract Year shall begin on February 1, 2021 and end on December 31, 2021;
the Fourth Contract Year shall begin on January 1, 2022 and end on December 31, 2022; the Fifth
Contract Year will begin on January 1, 2023, and end on December 31, 2023.

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 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, 2022.

2. 25% of Employee’s gross 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 between January 1, 2023
(on or after) and December 31, 2023 (on or before) 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 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.

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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 A of Section III. The initial paragraph of Paragraph A of


Section III of the Employment Agreement is deleted in its entirety and replaced with the following:

Employee’s Annual Compensation is equal to the sum of his Base Salary plus
Additional Compensation.

For each Contract Year during the Total Term of this Agreement, the University
shall pay Employee the annualized sum of $215,332.25, payable over each Contract Year
(annualized in Contract Year Three) in equal bi-weekly payments pursuant to the
University’s established payroll schedule, as Base Salary for his duties and responsibilities
hereunder. All Base Salary payable to Employee hereunder shall be subject to customary
and applicable withholding and deductions, and subject to the requirements of law and
University regulations and policies. Any and all pay increases are at the discretion of the
AD.

Only the Base Salary as stated in this subsection III.A. shall be used in calculating
benefits under Chapter 121, Florida Statutes. Employee shall not be eligible upon
separation of employment from the University for a cash payout for unused sick or annual
leave accrued during Employee’s employment with the University. Notwithstanding the
provisions contained herein, the University shall be under no further financial or other
obligation whatsoever to the Employee following a termination of employment, except to
pay him such amounts as have been previously earned and are due him for actual services
and/or academic or performance achievements already earned, and to reimburse him for
University-authorized business expenses already incurred as of the date of termination

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, University shall
pay Employee the following amounts during the following periods as Additional
Compensation:

Period Amount
Contract Year One $309,667.75
Contract Year Two $334,667.75
Contract Year Three $334,667.75 (annualized)
Contract Year Four $384,667.75
Contract Year Five $384,667.75

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The Additional Compensation is payable over each Contract Year in equal bi-
weekly payments. All compensation payable pursuant to this subsection 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:

(There are no amendments to Paragraphs III.B.1, III.B.2, or III.B.3, and each shall remain in full
force and effect).

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

12/18/2021 | 2:40 PM EST 12/18/2021 | 10:18 AM EST

By David Coburn Date Odell Haggins Date


Vice President and Director of Athletics

Approved as to form and legal sufficiency:

12/17/2021 | 3:26 PM EST


__________________________________
Craig D. Miller Date
Associate General Counsel
Florida State University

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