CONFIDENTIAL PERSONNEL FILE INFORMATION

COLORADO STATE UNIVERSITY – JAY NORVELL (COACH)

TERM SHEET for HEAD FOOTBALL COACH POSITION

I. Employment Term:

• Five (5) year term, beginning December 6, 2021, and expiring by its
terms on December 31, 2026. Contract year shall be January 1 to
December 31 each year. Coach shall receive pro-rated
compensation for the period December 6, 2021 through December
31, 2021, based on annual Base Pay of $1,600,000.

II. Salary, Benefits, Compensation:

• Base Pay:
2022
$1,600,000
2023 $1,700,000

2024 $1,800,000
2025 $1,900,000
2026 $2,000,000

• Buy Out; Loan: University will fund Coach’s buy out obligations
to his current employer. Coach is solely responsible for any tax
implications arising from such loan. In return, University and
Coach will enter into a formal promissory note, for an amount
equal to six hundred thousand dollars ($600,000) less than the
Coach’s total contractual buy out obligations. The parties
anticipate the promissory note will be in the approximate
amount of $1.3 million. The parties also agree that the “Bonus
Pay” milestones described herein, if achieved, may be used for
loan forgiveness of dollar-for-dollar amounts owed under the
promissory note in lieu of cash payments by the University. The
terms of the promissory note shall be a five-year loan at the

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 minimally required annual federal interest rate to avoid imputed
interest, and any remaining amounts owed by Coach to
University under the note may be accelerated in the event of any
termination by Coach or termination for cause by the University.
The note shall be repayable during the term as agreed by the
parties with at least interest paid annually.

o Coach and University agree to discuss in good faith an

adjustment to Coach's Base Pay and Bonus Pay in the
event the University joins an Autonomous 5 Conference
during the Employment Term, taking into account the
new conference market and the terms and conditions of
the University’s admission into a new conference, which
may include a partial or graduated receipt of full
conference membership benefits to the University.

• Bonus Pay

o Conference Achievement Bonus

• $25,000 winning four (4) conference games

• $25,000 for winning five (5) conference games
• $50,000 for winning six (6) conference games
• $50,000 for winning the seventh (7) game in a season
• $50,000 for winning the eighth (8) game in a season
• $50,000 for winning the ninth (9) game in a season
• $50,000 for winning ten (10) or more games in a season
• $50,000 for qualification to participate in the Conference
Championship game
• $50,000 for winning the Conference Championship game

o Bowl Game/Playoff Bonus

• $50,000 for being selected to play in a bowl game

• $50,000 for winning bowl game
• $100,000 for selection to play In a Host Bowl as part of
the College Football Playoff
• $150,000 for selection to play in the Semifinal of the

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 College Football Playoff
• $200,000 for playing in the Final of the College Football
Playoff
• $100,000 for winning the College Football Playoff

o Conference Coach of the Year Bonus for the First Time = $25,000
o Conference Coach of the Year Bonus for the Second Time =
$50,000
o Conference Coach of the Year Bonus for the Third Time = $75,000
o Conference Coach of the Year Bonus for the Fourth Time =
$100,000
o Conference Coach of the Year Bonus for the Fifth Time = $125,000

o National Coach of the Year Bonus = $100,000

o All Bonuses are cumulative, and Coach can earn multiple bonuses
under each category; however, Coach can only earn one Bowl
Game/Playoff bonus unless the team participates In the College
Football Playoff, then Coach can earn multiple bonuses for
participating in the Semifinal, Final, and winning the College
Football Playoff.

• Other Benefits (*Note: these benefits may or may not be taxable to

Coach)

o Fringe: Standard CSU Administrative Professional benefits

o Two car stipends

o Media/PR income can be retained by Coach in excess of what

CSU requires of him

o Shoe and Apparel Contracts permitted that are not in

conflict with CSU agreements

o Camps: Retain net Income, typically distributed to coaches

o Tickets: season tickets for football (at least 20 tickets in a

premium location) and use of private stadium suite; four
season tickets for men's and women's basketball; four season
tickets for volleyball.

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 o On a space available basis, Coach's spouse and dependent
children shall be permitted to travel to away games with the
University football team when traveling by charter aircraft and
to stay at the hotel utilized by the team, at no expense to
Coach

o Club Membership at one golf/country club

o Reasonable and customary moving expenses for Coach and

his staff per University policy
• Assistant Coach Compensation
o Total assistant pool of $3,000,000 salary pool for up to 22 football
staff with a $100,000 increase per contract year including
assistant coaches, head strength coach, director of football ops,
director of player personnel, quality control positions, assistant
director of player personnel, football video, consultants, and
director of football administration.

III. Termination:

By the University:

• For Cause

o University may terminate for just cause at any time, with

no financial liability to the University
o "Just Cause" shall be consistent with other head coaching
contracts at the University and will Include but not be limited
to major NCAA violation or repeated secondary violations;
criminal actions; dishonest, fraudulent or unethical conduct;
inability to perform duties; violation of University policies

• Without Just Cause

o lf University terminates without just cause, then depending

upon the date of the termination, the following amount
would be paid by the University to the Coach, payable ln

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 equal monthly installments, as follows:

2021/22** $4,000,000
2023 $3,000,000
2024 $2,500,000

2025 $1,500,000
2026 Remaining base pay
owed

o Coach is obligated to engage in a good faith search for a

comparable coaching position subsequent to termination,
and University's financial obligation is offset on a dollar-for-
dollar basis by any earnings from any subsequent coaching
employment.

By the Coach:

• Without Just Cause

o If Coach terminates the employment agreement without

cause for any reason, then depending upon the date of the
termination, the Coach, or his designee (subject to the
University’s prior approval), would pay the University as
liquidated damages the following amount:

2021/22** $4,000,000

2023 $3,000,000
2024 $2,000,000

2025 $1,000,000
2026 0

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 o Payment owed within thirty (30) days from the date of
termination

** The specific dates that determine either party’s payment

obligations for any termination Without Just Cause, as referenced
above, will be listed in detail in the final employment agreement, and
will begin on the effective date and continue until December 1, 2022,
and then will run from December 2 until December 1 of the following
calendar year. For example, the specific dates for the payment
obligation for “2023” above will begin on December 2, 2022 and
continue until December 1, 2023.

IV. Miscellaneous; Policies and Procedures:

• The following provisions consistent with other head coaching

contracts at the University:

o High standards of behavior/conduct

o Compliance with applicable laws, rules and regulations, Including

NCAA regulations and University policies

o Non-disparagement provision related to termination

without cause by either party

In addition, the parties agree that each party's obligations to pay the other ln the
event of termination without cause, whether as compensation from the University to
Head Coach or as liquidated damages from Head Coach to the University, shall begin
immediately and shall be enforceable as of the date of execution of this Term Sheet by
the parties, except in the University's case, its obligation is contingent upon the
satisfactory outcome of an acceptable background check of Head Coach, conducted
promptly with the Head Coach's reasonable cooperation.

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 This Term Sheet shall function as the basis of a final and formal Employment
Agreement between Colorado State University and Head Coach. The parties agree to
negotiate in good faith any of the terms and conditions of the Employment Agreement
that are not addressed in this Term Sheet. In addition, the parties agree to negotiate in
good faith to finalize that Employment Agreement as quickly as reasonably possible.

COACH

Jay Norvell
Signed: Jay Norvell (Dec 5, 2021 22:58 PST) Date: Dec 5, 2021
Jay Norvell

THE BOARD OF GOVERNORS OF THE COLORADO STATE UNIVERSITY SYSTEM, acting by and
through Colorado State University

By: Date: Dec 5, 2021

Joyce McConnell, President
Colorado State University

By: Joe Parker (Dec 5, 2021 21:58 MST) Date: Dec 5, 2021
Joe Parker, Athletic Director
Colorado State University

Signature:
Email: gline@aol.com