DocuSign Envelope ID: D3265956-586D-46DE-B556-5A34DBD73AE7

To: Randy Shannon

From: David Coburn, Vice President and Director of Athletics
Date: December 9, 2021
Re: Letter of Understanding

It is my great pleasure to offer you the position of Co-Defensive Coordinator/Linebackers Coach

at Florida State University. This Letter of Understanding (“LOU”) sets forth below the Basic
Terms of the University’s employment offer, but it is understood that this LOU does not
contain, and we have yet to agree on, all material terms of your employment. We agree to
work together to finalize all material and other terms in a formal employment agreement
between you and the University as soon as practicable. The Basic Terms of our agreement are:

• Two-year contract term from December 10, 2021 through December 31,
2023.
• Annualized compensation of $600,000 for the first contract year (Dec. 10 -
Dec. 31, 2022), and $625,000 for the second contract year (Jan. 1 - Dec. 31,
2023). If coach terminates his employment with the University:
o On or before December 31, 2022 for any reason, coach shall pay to
the University, as Liquidated Damages, an amount equal to 100% of
coach’s gross annual compensation, times the number of years and
any fraction thereof remaining in the contract term, unless coach
obtains a head football coaching position at another university, a
defensive coordinator position with primary play-calling authority at
another university, or a coaching position with a professional sports
organization, in which case coach will owe the University no
Liquidated Damages; or
o On or after January 1, 2023 for any reason, coach shall pay to the
University, as Liquidated Damages, an amount equal to 25% of
coach’s gross annual compensation, times the number of years and
any fraction thereof remaining in the contract term, unless coach
obtains a head football coaching position at another university, a
defensive coordinator position with primary play-calling authority at
another university, or a coaching position with a professional sports
organization, in which case coach will owe the University no
Liquidated Damages.
• In the event the University terminates coach’s employment without cause,
coach shall be entitled to receive the total remaining compensation due
DocuSign Envelope ID: D3265956-586D-46DE-B556-5A34DBD73AE7

through the end of the otherwise unexpired Term, subject to mitigation and
offset.
• Nike Elite Allotment of $1000
• Monthly car allowance $650
• Cell Phone
• 4 tickets for regular season football contests, 2 complimentary tickets to
other FSU regular season sporting events
• A $25,000 retention bonus if the coach is an active employee on December
15, 2022.
• Coach will pay taxes on all applicable compensation, including but not limited
to annual compensation, allowances, and bonuses; complimentary tickets;
extra room at ACC/NCAA tournament games; ACC/NCAA gifts; athletic
department gifts
• Additional Employment Benefits
o Standard employee package provided to University employees in the
Administrative and Professional classification

This LOU is effective beginning the day it is executed by each party and ending 90 days after
such effective date or upon execution of a formal employment agreement between you and
the University, whichever occurs first. If a formal employment agreement is not executed by
the parties within 90 days of the effective date, the terms stated herein shall expire and be of
no effect; however, the University may, at its option, continue to employ coach for his services
on a month-to-month basis at the applicable salary rate stated above (prorated monthly), with
such employment governed by the University’s Regulations and Policies that apply to
Administrative and Professional employees.

I, Randy Shannon, understand and agree with the terms stated in this Letter of Understanding:

___________________________________
12/11/2021 | 7:55 AM EST ___________________________________
12/11/2021 | 8:03 AM EST

Randy Shannon Date David Coburn Date

Vice President and Director of Athletics

Cc: Ross Cobb, Senior Associate AD/CFO

Cindy Hartmann, Deputy AD for Administration