CASE 0:11-cv-03012-SRN-JJG Document 15 Filed 12/02/11 Page 1 of 2

IN THE UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --x Carl Eller, Charles Bednarik, Paul Krause, : Lemuel Barney, Joseph DeLamielleure, : Leonard Moore, William Wood Sr., Robert : Lilly, Elvin Bethea, John Hannah, Thomas : Mack, Anthony Yary, David Wilcox, Leroy : Kelly, Jackie Smith, Charles Taylor, Robert St. : Clair, Gino Marchetti, Melvin Renfro, Daniel : Hampton, William Shaw, Donald Maynard, : Thomas McDonald, Larry Little, Larry Wright, : Kyle Turley, Obafemi Ayanbadejo, and Ryan : Collins, individually, and on behalf of all others : similarly situated : : Plaintiffs, : : v. : : National Football League Players Association, : Tom Brady, Mike Vrabel and DeMaurice Smith : : Defendants. : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- x Willie Gault, Hugh McElhenny, Robert Brown, : Eugene Morris, Conrad Dobler, Clifford Harris, : Thomas Nobis, Jr., David Pear, John Niland, : George Visger, Jeffrey Nixon, Bruce Laird, : Burt Grossman, Terrance Metcalf, Harry : Jacobs, Gerald Irons, Frank LeMaster, Myron : Pottios, and Jerry Robinson individually, and on : behalf of all others similarly situated, : : Plaintiffs, : v. : : National Football League Players Association, : Tom Brady, Mike Vrabel and DeMaurice Smith : : Defendants. : --------------------------------- x

DECLARATION OF JEFFREY L. KESSLER

No. 0:11-cv-02623-SRN-JJG

No. 0:11-cv-03012-SRN-JJG

CASE 0:11-cv-03012-SRN-JJG Document 15 Filed 12/02/11 Page 2 of 2

I, Jeffrey L. Kessler, hereby declare as follows: 1. I am a partner at the law firm of Dewey & LeBoeuf LLP in

New York, New York. We represent Tom Brady, Mike Vrabel, DeMaurice Smith and the National Football League Players Association (“NFLPA”) in these cases. I have personal knowledge of, and am competent to testify to, the following: 2. Exhibit A hereto is a true and correct copy of excerpts from

the transcript of the status conference held before the Honorable Judge Susan Richard Nelson on August 10, 2011. 3. Exhibit B hereto is a true and correct copy of the Brady

Settlement Agreement dated July 25, 2011. 4. Exhibit C hereto is a true and correct copy of the new CBA

entered into by the NFLPA and NFL, dated August 4, 2011. 5. Exhibit D hereto is a true and correct copy of the transcript of

the hearing on the plaintiff’s motion to remand in Weinberg v. Nat’l Football League Players Ass’n, No. 3:06-cv-2332 (N.D. Tex. June 14, 2007).

Dated: December 2, 2011

Respectfully submitted, /s Jeffrey L. Kessler Jeffrey L. Kessler

2

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 1 of 66

SETTLEMENT AGREEMENT
This Settlement
in

Agreement
et

is

intended

to

settle

and
et

fully al.

resolve

all

claims

brought by

plaintiffs

Brady

al

National
is

Football contingent evidence

League
upon
of
its

No

01 1-cv-00639-SRNby the

JJG
Players

Minn.
by

This

Settlement

Agreement
of appropriate

the submission
as

NFL
the of

Association

NFLPA
majority

designation

representative

of the players in the National

Football

League

NFL

the bargaining

and
unit
is

ratification on or before

Thursday
bargaining

August

2011 by

the

comprehensive
contingent

collective

agreement

CBA

NFLPA
This

and the bargaining Agreement

Settlement

also

upon the release
claims asserted

and dismissal with under the White

prejudice

by the

NFLPA TV

and Class Counsel of

any and

all

Stipulation the claims
as

and Settlement
regarding

Agreement
contracts

and

subject

to

Paragraph
collusion
in

below

the 2006

CBA

including
as

and asserted by the

the 2010

League

Year

well

the release
that

and dismissal with
against

prejudice

NFLPA
regarding

and the

NFL

of the pending release

grievances

each has brought by the

the other pertaining of
its

to the Starcaps

litigation

and dismissal with prejudice

NFLPA

grievance

practice jersey sponsorships and release
their to

and dismissal with

prejudice

by the

NFLPA

and Players Inc of
releases

grievance take effect

brought

under the prior Commercial
with the ratification

Agreement such

and dismissals

concurrent

of the

CBA

in

accordance

with the forms attached

hereto

The

NFLPA

has

advised

the

NFL

that

it

will

be seeking
players

re-designation
that

of the hac of

NFLPA
target

as

the collective

bargaining July

representative
to

of

NFL
to

and

the

NFLPA
by
will

date of Thursday players

28

2011

obtain

consents

such re-designation

majority

NFL

under the current schedule

because by such date 20 of 32 waive any
rights to assert that

NFL
such

teams

have
is

opened

training

camp The NFL

does

not

re-designation

or

would be unnecessary
This
set forth in

Settlement

Agreement

incorporates

by reference
to

the terms
is

of the agreement

the Attachment the terms

appended
in that

hereto

The

CBA
with

which reference

made above must
necessary
to

include collective resolution following

reflected

Attachment
hut not

conforming

modifications revisions

for

bargaining procedures

agreement including
for Articles not within

limited to

appropriate

the dispute the

the jurisdiction the

of the System

Arbitrator

Articles of the recently with

expired

CBA between
as
if

NFL Management
reflected
in

Council and the

NFLPA
Articles

conforming
to

modifications

required

by the terms
the

the Attachment

and such other changes

such Articles

any upon which

NFL

and the

IIIXI XIII XXII XXIII
as

XXXI XXXIV XXXIXLIII
of

and

NFLPA may LV and related
the Policy

agree

appendices Anabolic

well

as

the Policy

and Program on Substances

Abuse and

on

Steroids and Related

Substances

Promptly upon
stipulation of dismissal attached deadlines hereto
in

ratification

of
in

CBA

as

described

above

the parties
in

shall

file

with

prejudice

Brady

National

Football

League

the form

During

the period case
shall

between be tolled

the date hereof

and the
shall file

ratification

of the

CBA
to

all

the Brady

and the

parties

any necessary

papers

toll

such deadlines
or any Player

Notwithstanding the foregoing
Contract
shall

nothing

in this

Settlement

Agreement any

CBA

release

the claims Eagles

previously

asserted

by White Class Counsel
Player

and the

NFLPA

regarding

Philadelphia

Rookie

Contracts

and the Entering

Pool

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 2 of 66

Article

of the Prior

CBA

or

ii any

Injury or Non-Injury specified
in

Grievance

timely asserted

under the

prior CBA

other than the grievances

Paragraph

above

Immediately upon
benefits referenced
in

ratification

of

CBA

as

described

above

the group insurance
shall

Article

XLIX

Section

of the recently-expired

CBA

resume

In the event timely satisfied or
shall
if

that

any of the contingencies
in

set

forth in Paragraph

above

is

not

the dismissals specified

Paragraph
effect

are not timely filed this Settlement

Agreement
to assert the
this

be

null

and void
the

and of no
or the

legal

In particular

no person

shall

be able

any claim

against

NFL

NFL member

clubs on the one hand or the players or
in

NFLPA

on the other hand arising from conduct engaged
prior to
its

pursuant

to

the express identified
initiated

terms

of

Agreement

becoming

void

the lawsuits contracts
to

and proceedings

above
under the and
into

including

the Brady litigation

and the
shall

TV

and collusion
the status

proceedings
that

White

settlement agreement prior
to

be reinstated

quo

existed in such actions Contracts entered

proceedings
after

the date of this Settlement

Agreement
but prior to
its

any Player becoming

the execution
legal

of this Settlement

Agreement

void

shall

be void
after

and
the

of no

effect

any waivers

trades

or terminations prior to
its

of Player

Contracts
shall

occurring

execution

of this Settlement

Agreement
actions before of of

but

becoming

void

be void

and of no
of this the

legal effect Settlement potential event

any and Agreement

all

NFL

players and the

NFLPA
void
in

after

the execution with

but

the Agreement

becomes

connection of

or actual

formation
is

players union or

ii any

negotiation

potential
to assert

CBA
any

in

the

players union

formed

may

not

be used by the
support

NFL
and

and
in

its

Clubs
legal
all

antitrust

labor exemption including without
after

or other defense

or to

any position

any

proceeding of any kind
actions of the

limitation in any the execution void breach
this

NLRB

proceeding

any and
but before

NFL

and

NFL

Clubs

of this Settlement

Agreement

the Settlement
to assert

Agreement
antitrust regarding described

becomes
collusion

may

not be used by any player or the or tortious interference

NFLPA
with

or support

any

of contract

contract

claim

Any

claim

breach of
in

Settlement

Agreement

shall

be resolved

by the System
breach

Arbitrator of the but prior to
as
its

Article during

15

of the Attachment

Any

claim regarding

of the terms

Attachment becoming

the period

between

the execution

of this Settlement

Agreement

void

shall

be resolved

by the System

Arbitrator or Impartial Arbitrator

applicable

This
class

settlement

is

being Rules

done on

non-class

basis without

the certification

of

under Rule 23 of the Federal
its

of Civil Procedure entities

Non-Class Settlement
acting
to

The NFL

and

Clubs any

of their affiliates

or related

and anyone

on behalf
in

of any of

these persons resolution
fact

NFL

Entities covenant
action through
in

and agree Non-Class
connection

not to use Settlement with
in to

or refer

any way the
limited to the labor

of the Brady

including

but not

of such settlement

on such basis defense

any assertion of any any
legal

antitrust

exemption connection
including
Entities

any
with without

other claimed

or any position adverse

proceeding andlor

of any

kind

in

any dispute

with

or position

the

NFLPA

any

NFL

players the

limitation in any that of
its

NLRB

proceeding
legal

Without

limiting the foregoing

NFL

specifically agree

in

any future

proceeding

concerning

any potential
or refer
to

future the fact
that

disclaimer
that

by the

NFLPA
was

union status the by

NFL

Entities

may
to

not use

the Brady

action

resolved

Non-Class

Settlement
applies to

support

any argument

the

non-statutory terms

labor exemption of

or any other defense against

lockout or implementation of any position
in

or conditions

employment

NFL

players

or to support

any

legal

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 3 of 66

proceeding
this

of any kind the

In the event seek

of any willful appropriate

breach of the obligations
sanctions
that in

set

forth in the breach

Paragraph which

NFLPA may
be awarded

the court in which

occurred

may

only upon

finding

the breach

was

in

bad faith

This

Settlement

Agreement

may

be signed

in

counterparts

Dated

this

25th

day of July 2011

nel
\frTfic4nt

for Plaintiffs

Tom

Brady Drew Brees

Counsel for Defendants National League and
its

Football

Jackson

I4ankins

Ben Leber Logan Von Miller Peyton Manning

Member Clubs

Brian Robison Osi Umenyiora and

Mike Vrabel

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 4 of 66

STIPULATION OF DISMISSAL
The
parties stipulate to

the dismissal

with

prejudice Bargaining

of

all

of the pending grievances related to pursuant the Starcaps
to

brought under Article IX of the 2006 Collective
litigation

Agreement brought

and practice jerseys

as

well

as

the pending

grievance

the

Commercial

Agreement

SO STIPULATED _________
2011

qou

the

NLPA

and Players Inc

Co

for

NFLMC

and

NFL

Properties

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 5 of 66

IN

THE UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA

REGGIE WHITE

aL
Plaintiffs

No

492-cv-00906-DSD

NATIONAL FOOTBALL LEAGUE

et

al

Defendants
_____________________________________________________________________________________________

STIPULATION OF DISMTSSAL
The
parties stipulate to

the dismissal

with

prejudice

of

all

claims known Agreement

whether pending or not regarding
but not limited to the claims

the Stipulation

and Settlement

SSA
Year

and unknown
including

asserting breach of the asserted collusion with
relating

SSA
to

related to
to

television

contracts

and

broadcast only

revenues

and

ii

respect

the 2010

League

excepting
part

the pending

claim filed

March

11 2011

an alleged

rookie

shortfall

on the

of

the Philadelphia

Eagles

SO STIPULATED
__________
2011

Clj

nsel and Counsel

for

the

NFLPA

Counsel

for et

Defendants National

Football

League

al

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 6 of 66

IN

THE UNITED

STATES DISTRICT

COURT

DISTRICT

OF MINNESOTA

TOM BRADY DREW BREES VINCENT JACKSON BEN LEBER LOGAN MANKINS PEYTON MANNING VON MILLER BRIAN ROBISON OSI UMENYIORA MIKE VRABEL
individually and behalf situated of
all

No

011-cv-00639-SRN-JJG

others

similarly

Plaintiffs

NATIONAL FOOTBALL LEAGUE

et

at

Defendants

STIPULATION OF DISMISSAL
Pursuant
that
this

to Federal shall

Rule of

Civil

Procedure

41a1

the

parties

hereby

stipulate

action

be dismissed with prejudice

SO STIPULATED
s/Barbara Barbara Berens Berens s/Daniel Daniel Connolly Connolly

209788

197247
15539

BERENS
3720 IDS

MILLER P.A
Center
Street

Aaron

Van

Oort

FAEGRE
2200 Wells

BENSON LLP
Fargo Center
Street

80 South Eighth Minneapolis

MN

55402

90 South Seventh Minneapolis

612 612

349-6171

MN

55402-3901

349-6416

fax

612 612
Gregg

766-7806 766-1600

fax

Timothy BRIGGS 2200 IDS

Thomton 109630

Levy pro hac vice Block pro hac vice

MORGAN
Center

P.A

Benjamin

COVINGTON
Street

BURLING LLP

80 South Eighth Minneapolis

1201

Pennsylvania

Ave NW
20004-240

MN

55402

Washington

DC

612 612

977-8550 977-8650

fax

202 202

662-6000
662-6291

fax

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 7 of 66

James Bruce

Quinn pro hac vice Meyer pro hac vice

David Boies William

pro hac vice
Isaacson

pro hac vice FLEXNER
LLP

WElL GOTSHAL
767
Fifth

MANGES
10153

LLP

BOWS
Armonk

CHILLER
Street

Avenue

333 Main

New York NY

NY

10504

212

310-8000

914 914
pro hac vice

749-8200 749-8300

fax
National Football

Jeffrey

Kessler Feher

Counsel for Defendants

David David

pro hac vice

League

et

al

Greenspan pro hac vice

DEWEY
1301

LEBOEUF LLP
of the Americas

Avenue

New York NY

10019

212

259-8000

DeMaurice

Smith pro hac vice ASSOCIATION
Place

NFL PLAYERS
63 Gene 1133 20th

Upshaw
Street

NW
20036

Washington
202-759-9101

DC

Counsel

Jbr

Plaintiffs

Tom Brady
Logan

Vincent

Jackson
Peyton

Ben

Leber

Mankins and Mike

Manning

Osi Umenyiora

Vrabel

Tom
ackson

Brady Drew Brees

For Defendants NationAl and
its

Football

League

Ben Leber Logan ins Peyton Manning Von Miller
Brian Robison Osi Umenyiora and

Member Clubs

Mike

Vrabel

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 8 of 66

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 9 of 66

AGREEMENT
July

25

2011

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 10 of 66

TABLE OF CONTENTS
ARTICLE ARTICLE
Section Section Section Section

DEFINITIONS

GOVERNING AGREEMENT
Conflicts

Imp1ementation

Management
Rounding

Rights

ARTICLE
Section Section Section Section Section Section Section Section Section

INJURY PROTECTION
Qualiflcation Benefit

Disputes Extended Extended Extended
Injury Protection Injury Protection Injury Protection Qualiflcation Benefit

Disputes

Workers Compensation
Filing

Offset

Costs

ARTICLE
Section Section Section Section Section Section Section Section Section Section

NFL PLAYER CONTRACT
FormTermS Changes Conformity Notices
Prohibitions

10 10 10 10 10

etc

10
11

Commissioner

DisapprovaL
ProgramS

NFLPA Group Licensing Good Faith Negotiatiow
Forfeiture of Salary

12 12 13

10 Return

of Advanced

Paragraph

Salary

16 17 17 18 18

ARTICLE
Section

OPTION CLAUSES
ProhibitionS

ARTICLE
Section Section Section Section Section Section Section Section Section Section

COLLEGE DRAFT
Time
of Draft of Choices

Number
Required

and

Eligibility

18 18

Tender Rookies

Signing of Drafted

18 19 20

Other Professional Teams Return
to CollegeS

Assignment of Draft Rights Subsequent Draft Draft
Draft Selections

20 20
21 21

No

Subsequent

10 Compensatory

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 11 of 66

Section Section

11 12

Undrafted Notice

Rooes

21 21

of Signing

ARTICLE
Section Section Section Section Section Section Section Section Section

ROOKIE COMPENSATION AND ROOKIE COMPENSATION POOL
Definitions

22 22 24
25 29 30 31

Operation Rookie Proven
Contracts

Performance Escalator

Additional

Terms Round

Performance Incentives
Fifth Salary

Year Option

for

First

Selections

32 33

Cap Treatment
Redistribution

Rookie

Fund LESS

33

ARTICLE SEASONS
Section Section

VETERANS WITH
Accrued
Seasons

THAN THREE ACCRUED
35
...........................................................................

Calculation of Players

35
Seasons.....

Negotiating

Rights

with Less

Than Three Accrued

35 36 36 37

ARTICLE
Section Section Section Section Section Section

VETERAN
Unrestricted

FREE
Free

AGENCY........................................................................

Agents..................................................................................

Restricted Free Offer Sheet

Agents......................................................................................

and Right

of First Refusal

Procedures......................................

40 42
43 43 45 45 45 48

Expedited
Individually

Arbitration.......................................................

Negotiated

Limitations

on Player Movement

.........................

Notices
10

Etc......................................................................................

ARTICLE
Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

FRANCHISE
Player

AND TRANSITION
for

PLAYERS

......................................

Franchise Required Transition Required Right

Designations.........................................................................

Tender
Player

Franchise

Players

..........................................................

Designations.........................................................................

Tender

for

Transition
for

Players........................

48
49 49 49 50

of First Refusal

Transition

Players.................................................

Lists..........................................................................................................

Salary

Information.............................................................................................

No
Franchise Player Designation Player Designation
Petiod...............................................................

50 50 51 51 51 52 52

10

Transition

Period

..........................................................

11 Other

Terms................................................................................................

12 Compensatory
13 Offer Sheets

Draft

Selection

......................................................................

for

Non-Exclusive
Transition Franchise

Franchise

and Transition

Players..........

14 15
11

Signing Signing

Period Period

for for

Players............................................................

Players

............................................................

ARTICLE
Section Section

TRANSITION

RULES FOR

THE

2011

LEAGUE

YEAR...................

54 54 54

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 12 of 66

Section Section Section

Free

Agency
and

.55 56
Salary

Rookies
Salaries

Cap

Accounting

56

ARTICLE
Section Section Section Section Section Section Section Section Section Section

12

REVENUE ACCOUNTING AND CALCULATION OF
60 60 69 Reports Proj ections 70 75

THE SALARY CAP
All Revenues Benefits

Accounting

Stadium Credit
Joint Contribution

Amount
Cost Amount and
Salary

77 CapS 78 80 82 82 83

Calculation of the Player

Guaranteed Player Cost PercentageS Guaranteed League Wide Cash Spending

Minimum 10
13 Additional

Team Cash Spending

AR

Accounting

Rules

ARTICLE
Section Section Section Section Section Section Section Section

SALARY CAP kCCOUNTING
Cap
of the Salary CapS

RULES

88 88 88 88 88

Calculation of the Salary Application

Calculation of Salary

and Team Salary

Defmition of Salary Computation
Valuation of

Team

Salary

88 90 105

of Player

Contracts

30%

Rules and Extensions

Renegotiations 14

105

ARTICLE
Section Section Section Section Section Section Section Section Section

ENFORCEMENT OF THE SALARY CAP AND ROOKIE
107 107 107 107 107 107 108

COMPENSATION POOL
Undisclosed

Terms

Circumvention System Arbitrator Proceeding Commissioner DisapprovaF

System Arbitrator ReviewS
Sanctions

Revenue

Circumventiow
Rights

109 109 109 111 111 111 111 112 112 112 113

NFL

Audit

Prior Consultatiow 15

ARTICLE
Section Section Section Section

SYSTEM

ARBITRATOR

Appointment Scope of Authority Discovery Compensatiorr Procedures
Selection Selection of System Arbitrator of Appeals Panel

SectionS
Section Section

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 13 of 66

Section

Procedure

Relating

to

Appeals

of Determination

by the System Arbitrator
113

Section Section

Decisiow

114 114
115 115 115 115 115 115 115 116 117 117 117 117 117 Provisions 118 118 118 119 of

10
16

Confidentiality

ARTICLE
Section Section Section Section Section Section Section

IMPARTIAL ARBITRATOR

Selectiow

Scope of Authority
Effect of Rulings

Discovep Compensation of Impartial Arbitrator Procedures
Selection 17 of Impartial Arbitrator

ARTICLE
Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

ANTI-COLLUSION
Conduct

Prohibited

Other Club Conduct Club Discretiow League Disclosures Enforcement Burden
of Anti-Collusion

of Proof

Summary Judgment
Remedies Computation

Damages

119 120 120 120 121 121 121 121 121 122 123 123 123 124

10

Player

ElectionS

11 Payment 13
Effect

of

Damages
Computations
Cary

12 Effect on Cap
of Salary

14 No Reimbursement 15 Costs 16 18
18 Tennination
Lirnitr

17 Time

Prior ConferenceS

ARTICLE
Section Section Section

CERTIFICATIONS
Certificatiow of League Year Certificatiow

Contract

End

False CertificationS 19

ARTICLE
Section Section Section Section

CONSULTATION AND INFORMATION
Summaries and Communications Contract

SHARING

125 125 125 125 125 126 126

Salary

Consultation Notice

of Invalid

Copies 20

ARTICLE
Section Section

OTHER PROVISIONS
Rulc Unable
to PerformS

CFL

Physically

126

iv

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 14 of 66

Section Section Section Section Section

Non-Football
Roster

Inju

126 126 127 128

Exemption

Arena Football Players Other Professional Leagues
Failure to

Report

to

Training

CampS

128 129 129 129 131 131 131

ARTICLE
Section Section Section Section Section Section Section Section Section

21

OFFSEASON WORKOUTS
Workouts
Periods

Voluntary

Time

Payment
Injuries

Miscellaneous Pre-Training

Camp

Pcriod

132 132 133

Rookie

Preniiere

Enforcement
Offseason 22 Participation

Contract

135 136 136

ARTICLE
Section Section Section Section Section Section Section Section Section Section

MINICAMPS Number
Mandatory Veteran

Minicamp Minicamp

136 136 136 137 137

Voluntary

Veteran

Expenses Contact
Injuries

Rookie Fi1ms

Football

Development

Programs and Minicamps

137 137 137

Enforcement

10
23

Participation

Agreement

137 138 138

ARTICLE
Section Section Section Section Section Section Section Section Section Section Section

PRESEASON TRAINING CAMPS
and

Defmition

Room
Veteran

Boar
Per

138

First-year

Player Per

Diem

138 138 138

Diem

Reporting

Conduct

of Practices of Preseason

138

Number
Expenses

Games

139 139

Defmition of Preseason 10 Films 11 Enforcement 24

Training

Camp

139 139 140 141 141 141 141 141

ARTICLE
Section Section Section

REGULAR SEASON AND POSTSEASON PRACTICES
Rules

Practice

Bye Weeks Enforcement

Section4.Films

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 15 of 66

ARTICLE
Section

25

SQUAD
List

SIZE

.143 143 144

Active 26

ARTICLE
Section Section Section Section Section Section Section Section Section

SALARIES
Sa1aries

Minimum
Credited

144 144
144 145 145

Seasow

Other CompensationS
Arbitration

Payment
Deferred Copies Paragraph of Contracts

145 145 145

Split Contracts

Funding of Deferred 27

and Guaranteed Contracts

146 147 147 147 147 148

ARTICLE
Section Section Section Section Section Section Section Section Section Section Section Section Section Section

MINIMUM SALARY BENEFIT
Players Contracts

Qualifying Qualifying Additional

Compensation Rules

Payments Reduced
Salary Salary

Cap

Count

148 148 148 148 149 149 150 150

Minimum
Extensions

Benefit Ca1cu1ation Contracts P1ayers

of Qualified Qualifying
to

Terminated

Players Moving

New
to

Clu

10 11 13

Player Returning
Players

Old Clufr

with

Expired Contract

12 Guarantees
Termination

Pay

150 150 151 151 151 151 151 151 152 153 153 153 154 154

14 No
28

Benefit for Non-Qualifying Contracts

ARTICLE
Seutiun Section Section Section Section Section

PERFORMANCE BASED POOL Of Fun of Fun Amount
Cicatiun

Mandatory Disttibution Each
Qualifying
Players

Yeai

Methodolog
Corrections 29

ARTICLE
Section Section

LEGACY FUND
Establishment

Contributioir 30

ARTICLE
Section Section Section Section Section

WORKERS COMPENSATION
of Coverage

Benefits Rejection

154 154 Offset Provisions 154 157

Arbitratiow

Workers Compensation Cane Out

vi

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 16 of 66

Section

Reservation 31 32

of Rights

157 158

ARTICLE ARTICLE
Section

ADDITIONAL REGULAR SEASON GAMES

MUTUAL RESERVATION OF RIGHTS LABOR
159

EXEMPTION
Rights 33

Under

LawS

159 160 160 161 161 161 161 161

ARTICLE
Section

DURATION

OF AGREEMENT
DateS

Effective

Date/Expiration

ARTICLE
Section Section Section Section Section Section Section Section

34

GOVERNING LAW AND
Law

PRINCIPLES

Governing

Parol EvidenceS

Mutual Drafting Headings
Binding Effect

161 161 161 161 162

Appendices and Exhibits

Time

Petiods

Modification 35

ARTICLE

NOTICES

APPENDIX
FRANCHISE

EXAMPLES OF CAP PERCENTAGEAVERAGE

AND TRANSITION

TENDER CALCULATIONS

163 164 173

APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX

NFL PLAYER CONTRACT
FIRST REFUSAL FIRST REFUSAL

OFFER SHEET
EXERCISE

NOTICE

174
175 176 183

WAIVER OF FREE AGENT RIGHTS

ACCOUNTANTS
OFFSEASON

REVIEW PROCEDURES
RULES

WORKOUT

vu

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 17 of 66

ARTICLE DEFINITIONS
As used
ings in
this

Agreement
othenvise

the

following

terms

shall

have

the

following

mean

unless expressly stated

Accrued
with respect
to

Season

means any
for

playing

season

for

which

player received or Restricted Free

credit

his

qualifications

Unrestricted

Free Agency

Agen

cy

Agreement
included within

means
or

All Revenues Benefits
all all

kR

this

Agreement means
all

of

the

League and Team
forth in Article

revenues

that

are

the definition

of All Revenues

as set

12
for

or Player Benefit be paid on or on

Costs means
accrual
basis

the
for

aggregate

League Year of

sums paid or

to

proper behalf of

League Year by the

NFL

and
in

NFL Teams
12

for

to

present

or

former

NFL

players

as

specified

Article

Club
that
is

or

Team
of the

or

Member
or operates

used

interchangeably
in

herein
at

means any

entity the

member
this

NFL
or

franchise

the

NFL

any

time during

term of

Agreement
Affiliate

Club
ly

Team

Affiliate

means any
related to

entity

or person

owned by whol
of

or partly controlled

by Commissioner means Compensatory
Draft

affiliated

with or

Club or any

owner

Club

the Commissioner

of the

NFL
Draft choice

Selection
in Article

means an and

additional

awarded

to

Club

in

any

Draft

as

described

Article

10
using
interest maturities

Discount rate means compounded lished in The
League Year
in basis

discount

rate

calculated yields at

on an
rate

annual
as

using
Street the

the one-year Journal

Treasury February

constant
the

pub
the

Wall

on
to

or
the

next

date

published
is

of

in

which

amount
for

be

discounted then
to

accrues

If this

rate

not

published Reserve

The

Wall

Street

Journal

any
shall

reason be used

\vebsite the

of

the rate of

Federal

http//www.federalreserve.gov

obtain

interest draft

Draft
players as

or

College Draft
in
if

means the

NFLs
Draft

annual

Rookie

football draft in

described

Article

Supplemental

means the supplemental

given

League Year

held by the League

Draft
Article

Choice Compensation

means picks

the

right

of

any

Club

as

described

in

and

Article

XX

to

receive

draft

from any other Club
is

Drafted
Draft or whose an

Rookie means
Draft
rights that are

person

who

selected to

in

the current

League Years
this

held or continue
the Rookie
in

be held consistent with
prior

Agree

ment by
whose
Article

NFL

Club

selected

Draft
than three Accrued Seasons
in

Exclusive
contract has

Rights

Player
but

means

player

with

less

expired

who

has

received

the

Required

Tender

described

Final

League
to

Year
the
is

means

the

League

Year which
this

is

scheduled

prior

to

its

commencement
the Final League

be

final

League

Year of

Agreement

As

of the date hereof

Year

the 2020

League Year

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 18 of 66

Free Agent
and
sign

means
with

player

who

is

not

under contract
without Draft

and

is

free

to

negotiate or

Player

Contract

any

NFL

Club

Choice Compensation

any Right

of First Refusal

Guaranteed
guaranteed
as

League Wide Cash Spending
of the Salary
interest at

means the amount
forth in Article

of cash

spending

percentage

Cap

as at

set

12

Interest
one-year Treasury

means
yields

calculated
maturities

an
rate

annual
as

constant

compounded basis using the in The Wall Street Jour published
Year
in

nal on February to receive published Reserve
interest in

or
Wall

the next
is

date published of the League

which
If

the amount
is

accrues

awarded
Journal

or occurs
for

as

the

case

may be

this rate

not

The

Street

any
shall

reason be used
the
in

then
to

the website

of the
rate cash
as

Federal

http//www.federalreserve.gov League-Wide Cash

obtain

the interest of

Spending means
Clubs

aggregate

amount

spent
set

or

committed
in Article

to

be spent by

NFL

on

players

League Year

calculated

forth

12 Year means
of the the period

League
cluding

from March
such other

of one year

through

and in
the

March

following agree

year or

one year period

to which

NFL

and the

NFLPA may
be paid
to this to

Mijjnum
contracted
list to

Salary means the minimum annual
an

Paragraph
list

Salary

that

can

be

NFL

player not

on any

Active

and not

on

the Inactive

pursuant

Agreement
List

Minimum
Salary
that
list

Active/Inactive contracted
tQ this to

Salary means the minimum annual Paragraph
to

can

be

be paid

an

NFL
player

player on any

Active

list

or on the

Inactive

pursuant

Agreement
with respect
to

Negotiate hand and
or
oral

means
Club or

or

his

representatives
to

on the one
any written

an

NFL

its

representatives on the other
to efforts to

hand

engage

in

communication

relating

reach

terms

of employment

between
any

such

player and such
the

agreement on employment Club

and/or

New

Club means
means
the

NFL
Council and DeMautice

Club except

Prior Club as defmed including the

below

National

Football

League

NFL

Management

NFLPA NFL
person professional

means the National
as

Football

League Players Association
in

as

advisor

Smith
Player

counsel

to

the plaintiffs

Brady

NFL
written

Contract

or Player
to

Contract

means
is

agreement between by such Club
as

and an

NFL

Club pursuant
player

which such

person

employed

football

NFL
NFL NFL
and/or

Rules

means the Constitution

and By-Laws

rules

and regulations of the

the

Management Council
Salary means
in

Paragraph

the

compensation
thereto or person

set

forth

in

Paragraph

of

the

Player Contract or

any amendments
entity

Player Affiliate
trolled

means any
related to

owned by wholly

or partly

con
set

by

affiliated

with or

player the

Player
forth in Article

Cost

Amount

means

amount

calculated

pursuant

to

the

rules

12

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 19 of 66

Practice

Squad Player
person
as

Contract and an

or Practice

Squad Contract
to

means
person

written
is

agreement between ployed by such Club
Preexisting
tion

NFL

Club pursuant

which

such

em

Practice

Squad player

Contract
executed

means an March

NFL

Player

Contract

including

any

renegotia

or extension

before

12 2011
Agreement
in effect

Prior Agreement
the

means the Collective Bargaining
as

during

200610

League Years

amended
that

Prir Club
playing rights
for

means the Club

contracted

with

or otherwise

held

the

NFL

the player for the previous

League Year of

Projected
set forth in Article

AR
12

means the amount

AR

projected

in

accordance

with

the rules

Projected Benefits
the rules set forth in Article

means the amount

of Benefits projected

in

accordance

with

12
means the Required Tender
for

Qualifying Offer
set forth in Article

Restricted

Free

Agent

as

Renegotiate which such
player
Salary
is

or renegotiation earned of

means any change change regarding

in

Salary

or the terms
right to

under
the

or paid or any Player Contract or

the Clubs

trade

during

the term

Required
required respect
to to

Tender
to play er

Tender
to

means
this

Player

Contract
either as

tender matter

that

Club

is

make
the

pursuant
receive to

Agreement

of right with

player

or to

Rights

of First Refusal
in

Draft
this

Choice Compensation

and/or

other rights Restricted

with Free

respect

the player as specified Veteran

Agreement
Seasons
to

Agent

means

who

has

three Accrued
is still

and
of

who
First

completes Refusal

performance
Draft

of his Player

Contract but
in

who

subject

Right

and/or

Choice Compensation means the
services

favor of his Prior Club

Right
and
Article to

of First Refusal

right of an certain

NFL Club

as

described

in Article offers

XX

to

retain

the

of

Veteran

players

by matching

made

those

players

Rookie

means
first

person

who

has never

before

signed
is

Player

Contract

with

an

NFL
than

Club

The

Player Contract extent

signed
to in

by such

person

Rookie
current extent

Contract
Salary
is less

Room
the
Salary
is

means the Cap
less

which
Article

Teams

then
the

Team
to

as
than

desctibed the Year any

13
of

and/or

which
in Article

Teams

Rookie

Salary

One Rookie

Allocation

as described

Salary
anything
Affiliate else

means

compensation Club pays
party
at

money
is

property
to

investments

loans

or

of value paid
to

that third

to or

obligated

pay to
the

player or Player of
player

or

is

the request
as calculated

of and for
in

benefit with

or

Player Affiliate
in Article

during

League Year

accordance

the rules set forth

13

Salary

Cap
to

means
to

the

absolute
to

maximum amount
players

of Salary that
Affiliates

each

Club may
or be

pay or be obligated
obligated to
Affiliates forth at

pay

or provide
at

or Player

or

may pay
the

pay
any

third

parties

the request

of and for the
in

benefit

of Players with

or Player
rules set

time

during

particular

League Year

accordance

in Article

13 Agreement
of
certain

Settlement
subject
to

means

the

agreement dated
the lawsuit styled

July

25

2011

resolving

the fulfillment

conditions

Brady

NFL

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 20 of 66

System
and resolve

Arbitrator disputes

means the
as

arbitrator in this

authorized

by

this

Agreement

to

hear

specified

provided

Agreement
Salary for Salary

Team
calculated
in

Salary

means
with

the

Teams

aggregate

Cap

purposes

as

accordance

the rules set

forth in Article

13
eligible for

Undrafted
College Draft
for

Rookie

means

Rookie as

who was

but

not

selected

in

which he was
Free

eligible

further

defmed
with

in Article

Section

11
Seasons
subject
to in

Unrestricted

Agent

means

Veteran

four or

more Accrued
is

who
any

has

completed performance
negotiating

of his Player

Contract and who
Refusal or Draft

no longer

exclusive

rights Right

of

First

Choice Compensation

favor of his Prior Club

Veteran

means

player

who

has

signed

at

least

one Player

Contract

with

an

NFL

Club

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 21 of 66

ARTICLE

GOVERNING AGREEMENT
Section
sions in

Conflicts the

The

provisions
the

of this Agreement

supersede

any

conflicting

provi

NFL

Player

Contract

NFL

Constitution of

and Bylaws
of

the

any
all

other document players Clubs

affecting

terms the

and conditions

employment

NFL Rules or NFL players and
will

the

NFLPA
of

NFL
the

and the Management

Council

be bound
to this

hereby

For the avoidance

doubt

NFL

shall

be considered

signatory

Agreement

Section the terms
this

Implementation The
and conditions of
are cartied this

parties

will

use their best efforts
to see that

to

faithfully

carry

out

Agreement
full

and

the terms

and conditions of

Agreement

out in

by

players

and Clubs

Section

Management
and
direct their

Rights
operations
this

The
in

NFL
any

Clubs

maintain

and reserve
except
as

the

right

to

manage
limited

manner

whatsoever

specifically

by the provisions of

Agreement

Section ant
to this

Rounding
Agreement

For the purposes
with respect
to

of any Required

amounts Tenders

to

be

calculated

or used

pursu

Qualifying

Offers

Minimum
Costs
such

Salaries

Minimum

Active/Inactive Benefits
to

List Salaries

Team

Salary or

AR

Benefits

Player Salary

Projected

AR
shall

Projected

Salary

Cash Spending

Minimum

Team

amounts

be rounded

the nearest

$1000

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 22 of 66

ARTICLE INJURY PROTECTION
Section
Qualification player qualifying with

under the following below

criteria

will

receive

an

Injury Protection

benefit in accordance

Section

The
injury in

player must have been physically or practice
to participate in

unable because
all

of

severe football
last

an

NFL

game

or part of his Clubs following

game
in

of

the season
after

of injury as certified
last

by the Club

physician

physical examination surgery the

the

game The

or the

player must

have undergone

Club-authorized

off-season

following

the season

of injury and

player must
his

have

undergone
of

whatever

reasonable the off-season

and

customary
the

rehabilitation

treatment

Club required

him during

following

season

of injury and

The
the Club physician
result his

player must have
for

failed

the preseason the season

physical examination of injury
for

given such

by

the

season

following

because season

of

injury

and

as

Club must have terminated
preseason physical so long
as

his

contract

the

following prior to
in

the the

season

of injury This of preseason

may be
such

given
is

by the Club physician
clearly

beginning

camp

fact

communicated

writing to given
for

the player at the time of the physical
qualification

exam The

preseason

physical examination Physical
for

need not be the
that

entire

Standard
to

Minimum
evaluate

Preseason the injury

Examination
is

but

shall

be

necessary and appropriate

which the benefit

sought
It is

agreed

that

player

who

qualifies

for

Injury

Protection

under Subsections
but

1a
the

and

1b

waiving

may be waived prior to being given Club would retain Injury Protection
with

pre

season

physical examination

liability

unless of

and

until

the

player In

signed other

contract

and passed
evade

the

physical examination
liability

another

NFL

Club

words

Club cannot

Injury Protection

by

early

waiving

Section
equal
to to

Benefit

player qualifying
Salary

under Section
for in

above
following

will

receive

an

amount

SO%

of his Paragraph

the season the 201

the season

of injury up the
in

maximum payment of $1000000 201314 in League Years $1100000 201718 League Years and $1200000
unless he has
in his individually

112

League Years $1050000 League Years

the
in

201516
the

$1150000
Years
in

the case

2019

2020 League
or

each

negotiated

more
no
the

injury

protection of of any

larger

guaranteed any

salary

contract
to

player will the season

receive

amount
season

contract

covering
if

season

subsequent negotiated affected described

following or

injury except
salary in

he has

individually for

more
year in

injury

protection or
if

larger

guaranteed the the

that

contract

the

question

he
will

qualifies

for to
first

Extended
player in season season

Injury equal

Protection

benefit

below

The
later
if

benefit than

be paid
of the contract

weekly

installments

commencing no
ments
will will

the date

regular that

game

which benefit pay

cease

the player signs
to

for

with

another

Club

player

not

be

entitled

such

benefit

more
by any

than

once during
guaranteed

his to

playing career in the the player for the

NFL

and such
following

benefit shall the season

be reduced

salary

season

of injury

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 23 of 66

Section

Disputes
in

Any

dispute

under
or

this Article

will

be processed
an
Injury

under

Article

16

In any grievance
fit

which the
the player

NFLPA
given

player
that

is

clainiing

Protection have

bene
the

the

NFLPA
such

or

may contend
by

the player should the season

not of

passed

preseason In any

physical examination grievance the

Club following

players injury

NFLPA

or the player

may

introduce

evidence

from

physi
at

cian selected

by and paid

for

by the player regarding
physical

the players physical condition
that

the
his

time of the Clubs examination

preseason

exam

provided

such

physician contract evidence
shall

conducted

of the player within
the

fourteen preseason

days

of the players

termination
will

but

no

later

than

date of the

first

cutdown

Any
If

such

be consid no
in special

ered with deference grievance
satisfied

the evidence
to

from the Club physician
presented of

and the

arbitrator

give

the evidence the

by

either

physician

the

NFLPA
be

prevails to

such

then

requirements

Section

1c

above

shall

deemed

have been

Section

Extended
the Injury
for

Injury

Protection

Qualification
in

player Sections season such

who

has

qualified

for

and received
Player seasons

Protection

benefit set forth following he

and

above for the

and has
first

Contract of
this Injury

the

second
at

season the time
if

the

of injury

five

Agreement
Protection

sustained
all

injury

shall

qualify

for

the

Extended

Benefit

he

satisfies

of the criteria below

The
severe
football

player must nr

have remained

physically fnr

unable
he

because

of
fnr

the
the

same
Injury

injury to

Club authorized
football as

surgery

which

qualified

Protection examination season former

benefit within

play

certified

by the Club physician Clubs
last

following season

physical of the

sixty

60

days

of his
if

former such

regular
is

game

following

the

season

of injury

examination

requested

by the players

Club The
player must treatment
in

have
his

continued former

to

undergo

whatever

reasonable the

and

customary
ical

rehabilitation

Club required of him Following Club may require Player Such
location examinations designated
to

phys
to

examination

referenced of

4a

above

the

submit

reasonable

number

physical

examinations

directed

by the Club

may

take place in the Club city or in another

by the

Club and
by
his

The
Club prior to June
tion

player must have
1st

failed for

physical examination
is

given

former

of the

season

which he
by

seeking the

the Extended

Injury

Protec

benefit

This
his

physical must be former

given
as

either fact that

Club physician
is

or being

physician given
for

designated the

by

Club so long
the
in

the

the examination
the at

purpose
is

of

determining

players

eligibility

for

Extended

Injury

Protection

benefit

clearly

communicated

writing to

the player

the time of the physical

exam

Section above
season
will

Extended
receive

Injury

Protection equal
to

Benefit

player qualifying Paragraph
Salary

under Section
for

an
the

amount
season

30%

of

his

the

second
for

following 14

of injury up to
for for

maximum payment
16 League Years 20

of $500000
for

the

2012
18

League Years $525000

the 2015

8550000
each

the

2017
con
equal

League Years and $575000
negotiated the affected

the 2019

League Years
or
larger vffl

in

case unless he has
salary in his in

individually tract for

more
year
in

injury

protection

guaranteed be paid
to

question

The

benefit

the

player

weekly

installments

commencing

no

later

than

the date of the

first

regular

season

game

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 24 of 66

which
another

benefit

payments
player in

will will

cease

if

the

player
to

signs

contract

for

that

season during

with
his to

Club

not

be

entitled

such

benefit reduced

more by any

than

once

playing career

the

NFL

and such

benefit shall be the season

salary

guaranteed

the player for the second season

following

of injury

Section be processed
claiming
that

Extended
under Extended

Injury

Protection

Disputes
grievance benefit
in

Any

dispute the

under

this Article

will
is

Article

16

In

any

which

NFLPA
player

or

player

an

Injury Protection not

the

NFLPA
may

or the

may contend
in

the player should In any such

have passed
the

the physical examination or the player

referenced

Subsection

4c
at

grievance

NFLPA
provided days

introduce

evidence

from

physician the

selected

by and paid
physical

for

by the player regarding
that

the players physical condition

time

of the

exam

such

physician

conducted
such

his

examina
will

don

of the

player within with the
to

fourteen

of the examination

Any
If

evidence
shall

be no
in

considered
special

evidence

from the Club physician
presented

and the

arbitrator

give

deference grievance
satisfied

the evidence

by

either

physician

the

NFLPA

prevails to

such

then

the requirements

of Section

4c

above

shall

be deemed

have

been

Section
this

Workers
it

Compensation Offset
that for

If this

player elects

to
fifty

receive

benefits

under
of
all

Article

is

agreed

the

term of

Agreement
benefits are

percent

500

Injury Protection

and Extended
equivalent

Injury Protection

of the

same

character

as

and

are

the functional
this

of
its

workers

compensation indemnity
to dollar for

benefit
dollar

and the
offset in

Club paying
an

benefit and/or
to
fifty

insurer shall be entitled

amount

equal

percent

50
Injury

of

the

Injury

Protection

Injury against

Protection any
state

and Extended workers

Protection

grievance

settlements

including payments and awards the player
is

compensation indemnity
but not limited
disability

award

to

which

or

may
im

become
paired
offset

entitled

to including

to temporary
benefits

disability that

wage

loss

earning
against

capacity

and permanent

provided

there shall be no

workers
if

compensation award of any medical
player qualifies
to

coverage
in

For example

and

without pursuant Section

limitation
to
it

receive

$200000
Injury

Injury Protection
benefits

benefits to

Section
is

and $150000
that

in

Extended

Protection

pursuant of the

agreed

$100000

of the Section

amount be the

and $75000
offset

Section
as

amount
described

or $175000
in

cumulatively

when paid
Section
injury

shall

under

this

Section

the

first

sentence
arising

of
out

this

This with

offset

applies

with

regard such

to

workers
is

compensation claims
or cumulative Protection
in

of any
that

the Club whether
is

injury

acute
Injury
is

nature

provided
if

the injury
his

that

the

subject

of the

players

payment
for

and

applicable

Extended

Injury

Protection

payment

the

principal basis
that if

the players

workers

compensation and the parties
Injury

award
clear

The
intent

parties to treat as

further agree
fifty-percent

despite of
Injury

the terms

of this Section

50%
\vorkers

Protection

and Extended

Protection

benefits

payment
renders
full

of

compensation

state

court or other competent
resulting in

authority nevertheless inconsistent with the

decision dination

or other determination of
Injury

an

outcome

coor

Protection
to this

Extended
then

Injury Protection the

and workers
shall

compensation
to

benefits pursuant immediately

Section

Impartial Arbitrator

have authority

remedy any over-payment

that

results

from

said

decision

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 25 of 66

Section

Filing Any player
set forth in

filing

claim for the Injury Protection purposes of this Article

benefit must follow grievance

the procedure

Article

16 For

only

must
is

be

initiated

by October
player

15th of the League Year in which requesting the

the Injury Protection benefit benefit former

being
his

claimed

Extended

Injury Protection 31 following of such

must

notify last

former Club and the
season

NFL
the
to

in

writifig

by January
the

his

Clubs
believes

regular

game

of

season

following

season

injury

that

he

he
his

remains continued

physically

unable

play football

By
to

submitting

written

affirmation

of

injury the benefit

player will be deemed
for in this

have
If

filed

claim for the Extended
is

Injury
in

Protection
\vritlng injury

provided

Article

the claim be

contested
to

by the Club

Players grievance

written

affirmation

will

automatically

deemed

constitute

non answer
to as this

Clubs written

notice

denying

the claim will be deemed
to

the

the grievance
set forth in

and the Club may then order Player
Section the

submit of each

to

physical examination covered

4a

above

By December
provide the
for that

15

season
list

under

Agreement
or filed

NFL

agrees to

NFLPA

with

of players

who

received

grievance

for Injury Protection

season

Section
medical

Costs

Any
Club

reasonable
at

costs

associated with

players

travel for

to

and from any
shall

examination
for

performed

the Clubs

request as provided

in this Article

be paid

by

the

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 26 of 66

ARTICLE

NFL PLAYER CONTRACT
Section used
for
all

Form

The

NFL

Player This

Contract

form attached

hereto without

as

Appendix
the approval

will

be

player signings Council

form cannot be amended

of the

Management
Section

and the

NFLPA
Player Contract
shall

Term

The
to

NFL

expire on

the

last

day

of

the

last

League Year subject

such

Contract

Section

Changes
Notwithstanding Section

above

changes

may be

agreed

to

between

Club and

player in

players contract

consistent with
shall

the provisions
that

of

this

Agreement and
releas to

The
es Draft
any claims

NFL
free

Player
to

Contract 2011

provide

the player waives claims

relating

the

lockout

ii any

antitrust

relating

the

restrictions

on

agency Pool
to

franchise player designations or any other term or condition

transition

player designa
relating to

dons
to

the

Entering

Player

of employment
iii

conduct engaged
in

in prior

the date of this Agreement
to

and

any claims

relating

conduct engaged term of such

pursuant

any

collective

bargaining

agreement during

the

express

agreement

Section Agreement
such

Conformity and
in to effect

All Player during

Contracts

signed

pnor

to

the

execution

of

this in

the term of this Agreement
to

shall

be deemed amended
of this

manner

require the parties
in

comply with the mandatory terms
to

Agree
45-man
in

ment Any
roster shall

reference

Preexisting Contract
to refer to

player being

on the

Clubs

be deemed
Contract
to

amended

the Clubs
in

46-man

roster

Any

reference of

Preexisting offseason taking
into

player participating
shall

certain to

number
refer in to

of days

Clubs

workout
account
as

program
the

be deemed amended

an

equivalent

number
this
if

maximum number
to

of workouts

such

program

under

Agreement
Preexisting season out of

compared

the

maximum number under
player participating
in

the Prior Agreement
at least

e.g
in

Contract
it

referred to
will

40 workouts
in

an

off-

program

be deemed

amended

to

require participation
is

26

workouts
to

40
of with

maximum
of 36

of 56

workouts under the Prior Agreement
in this

equivalent
their

26

out

maximum
respect
tract to

workouts

Agreement
in

The

parties

reserve

rights

the validity
after

of forfeiture

provisions

Preexisting Contracts
that to

Any

Player

Con
of

signed

the effective
shall

date of this Agreement

uses

the form from Appendix

of the Prior Agreement
this

be deemed amended

use

the form from Appendix

Agreement

Section

Notices Prohibitions etc Any agreement between
any player and any
forth in writing in the

Club concerning
Player Contract such

terms
as

and
as

conditions practicable within
shall

of employment

shall

be

set to

soon

Each

Club

shall

provide

NFL

two days
to

of the execution the

of such

contract

Player copy by the player and the Club The Player Contract
it

of each

Contract

NFL

provide

NFLPA

copy

of each

executed

receives

from

10

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 27 of 66

Club within
each the

two business days of
send

its

receipt

of such

Player

Contract
to

It

is

anticipated

that

Club
day
it

will
is

so executed
it

copy and the
is

of each

such

Player send

Contract

the

NFL
copy
the

by overnight
to

mail

NFL

will

copy of such
shall

the

NFLPA
any

by

overnight

mail the day received
Article

so received

The
is

NFL

provide
to

to

NFLPA
Player

salary

information complies
receipt

from and/or

Club which
Article

relevant

whether
days

such

Contract the

with

13

within but

two business no
later

following

NFLs
the
the

of such

information Veteran with the

Promptly upon
less

than

two business
to

days

after

signing of any signing Club

than

three Accrued
shall notify player

Seasons the

Player of such

Contract

shall notify

NFL

which

NFLPA

signing

Any agreement between
Club
for Affiliate

any be
set

or Player

providing
related

for

the player to
shall

compensated
forth in

and any Club or by the Club or Club Affiliate
Affiliate

non

football

services

be

writing as
state

separate

addendum

to

the

players such the

Player

Contract which
If

addendum
an agreement
it

shall
is

the

amount
subsequent
to

of or otherwise
to the

describe
tion

consideration players

such

executed be

execu
as

of

NFL
shall

Player Contract provide

Contract
within

must

submitted execution
to

the or

NFL

an

addendum

to

that

Player

two days

of the

making

of the

agreement The NFL
business days

copy of such

addendum

the

NFLPA

within

two

of receipt

No
value
to to

Club

shall

pay

or be

obligated to including

pay

any

money

or anything other than

else

of

any player or Player
of signed
as

Affiliate

not

retired

players

pursuant
football

the terms

NFL

Player
in

Contract

or

any

addendum
Nothing

thereto for non contained
to in player

related diately

services

described

Subsection

5b

above

the

mime

preceding

sentence

shall interfere

with

Clubs obligation

pay

deferred

compensation earned

under

prior Player any
rights

Contract

In addition to

Club may presentiy have
if in

under the opinion
the the

NFL
the

Player
player to to

Contract
being

any

Player
is

Contract anticipated
field

may be terminated
to

the

Clubs
to

terminated

make

less

of

contribution or players

Clubs

ability

compete
sign

on the playing
to

than

another

player

whom

Club intends on the roster
not
affect

or attempt

sign or another

player or players

who
This

is

or are already
shall

of any

such

Club and

for

whom

the

Club needs
to

Room
player

Subsection

Club or Club

Affiliates

obligation Contract

pay

any any any

guaranteed
individually

consideration negotiated
Affiliate

No
ferring

Player

may

contain
to

term or any

trans

any

player

intellectual

property

rights

Club or Club

Club

sponsor

No
cerning the

Club or player may agree of the
not contract
that the

upon
is

any

Player

Contract with the

provision terms of

con
this

termination including but

inconsistent Player
as

Agreement

limited to

NFL

Contract Appendix
set

hereto
to

or the provisions the letter dated

of the

NFL

Constitution

and Bylaws

forth in the attachment

July 25 2011

Section

Commissioner Disapproval
If the

Commissioner
in

disapproves

Player

Contract

for

any

reason

he

must inform the
ing such

NFLPA

writing of the reasons therefore by

noon on

the date follow

disapproval

ii

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 28 of 66

In the event
in

the Commissioner
Article Article

disapproves

any

Player

Contract

as

being
this

violation

of

this

Article

13

or

any

other
to

provision
Article

of the

Agreement
or Article disapproval
until

the filing of an Section

appeal

of such

disapproval
shall to

pursuant

14
for in

Section

15

of this

Agreement
continue
his

automatically
free to practice

stay

the

Commissioners
the

and the player

shall

be

and play
that

Club

the

System Arbitrator issues
is

or her ruling

Provided
first

however

the event

such

appeal

filed

within appeal days

one week
shall

of or

after in

the an

scheduled

regular season

game

of the cluded
shall

Club
within
his

the
five

be conducted
filing

expedited

manner

and

shall

be

con
in

of the

date

of such
five

appeal day

and ii the System Arbitrator Provided
but further that

issue

or her ruling
is

by the end of such
the Clubs

period

the event

the appeal

filed after
first

first

preseason

game

before

the date one
shall

week
ducted

before
in

the Clubs

scheduled

regular season

game
within
his

the appeal ten days

be con
date

an expedited

manner
the

and

shall

be concluded
shall

of the

filing

of such such ten

appeal and ii
day petiod
If

System Arbitrator
is

issue

or her ruling

by the

end of
in

there

no

ruling

by the end of the periods
filed shall

prescribed the

the

preceding
third

two

sentences

or

for

earlier stay

appeals

by the
If

day

following

Clubs disap
for

preseason Player

game

the automatic
for

be dissolved
stated

the Conm-iissioner

proves the

Contract

any

of the reasons

above on
that

second
such
to
is

occasion

same
to

player during

given
shall that

League Year and determines
stay

player should
this

not

be able
unless cious
it

play there
determined

be no

of such

disapproval

pursuant

Agreement
or capri

is

the Commissioners

second disapproval

arbitrary

Section

NFLPA
solely for

Group Licensing
administrative
set forth in

Program

The
and
of the

NFL NFL

Player of

Contract player

shall

in

dude
dix

the

convenience

benefit

the

and

the

NFLPA
any Club

the provision regarding party to

Paragraph

4b

Player

Contract

Appen
nor Club may
with any

hereto
is

the or

NFLPA

Group
or
to

Licensing

Program
of that
that

Neither provision
is

the League

beneficiary Player pursuant not

of the terms
Player

No
Player
to

enter into any
tights

agreement with
to

Affiliate

inconsistent

granted
that

the

NFLPA
is

Paragraph

4b
not

of

the

NFL

Contract
or

provided
resttict

this

sentence
to

intended

and

shall

be construed
to

overtide

the rights

granted

the

Club and the League pursuant

Paragraph

4a

of the

NFL

Player

Contract

Section

Good

Faith

Negotiation
to

In addition

complying with

specific

provisions

in

this in

Agreement

any

Club any player and any
Player Contract
is

player agent any
to

or contract

advisor

engaged

negotiations

for

including

Club

extending
in

and any
faith

player receiving

Required

Tender

under an

obligation

negotiate Required
to

good

Club extending extended Tender have good
faith level
if

Tender

must
season

for

so long

as

thar

Tender
at to

is

intention during while
at

employ the player receiving the Tender upcoming
It

the

compensation

the the

shall

be deemed
insists that

be

violation of this provision player agree
to

tender

is

outstanding
level

Club
the

such season
that

Player

Contract

compensation

during
shall

upcoming any

below

that

of the Required

Tender

amount

The

foregoing

not

affect

rights

12

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 29 of 66

Club may have under the Player Contract
to

or

this

Agreement
the contract permittcd

including or
to

but

not the

limited

the

right

to

terminate

the

contract or trade

renegotiate
is

trade

player

if

such
this

termination

renegotiation

othcrwise

by the Player Contract

or

Agreement
Forfeiture of Salary Players

Section
sions that

and Clubs may not
forfeiture

agree

authorize the

Club

to

obtain

of any
this

Salary

upon contract provi from player except to For the avoidance
Salary

the

extent

and

in

the

circumstances already

provided

in

Section

of

doubt
earned

Paragraph

Salary

earned
as

may
in

never

be forfeited and other
herein any

already

may

never

be

forfeited

except

expressly provided any

The maximum per
agree

mitted forfeitures
to

described

below do not

way

obligate

player or Club to

any

forfeiture Forfeitable

Breach
the

Any

player
to

who

willfully

fails

to

report

practice to

or play with

the result

that

players

ability

fully participate

and contribute

the

team
the

is

substantially

undermined showing of
that

for example
extreme
results that

without

limitation holding or

out or leaving
to to the the

squad absent
to to

personal
in his

hardship

ii

is is

unavailable unavailable of Paragraph any

team due team due
his

conduct by him non
football

incarceration

or iii

injury

resulted voluntarily

from

material breach collectively

of

NFL

Player be

Contract
to

or

iv

retires

Forfeitable

Breach
Reporting

required may bonus and no

forfeit

Signing

Bonus
ecich

Roster

Bonus Option Bonus and/or
Year
in

other

Salary

for Salary

League

which
forth

Forfeitable

Breach

occurs

collectively

Forfeitable
If

Allocations

as set

below
resulting in

Training
his

Camp
days 150
Salary

player commits the
start

Forfeitable
training

Breach
the

absence
to

for

six

preseason
to

afrer

of

camp
preseason

player
to

may

be

required
al

forfeit

up

of his Forfeitable Allocations of
for

Salary

Allocations

and up

an

addition
after

l0o of his Forfeitable
six

each

additional

day

missed

the

days up
five

to

maximum

25%

of his

Forfeitable

Salary

Allocations
forfeiture

player

who

misses

days

or less of training

camp may
If player

not be

subject

to

ti
ing in
his in

Continuing
absence addition

Violation

commits

Forfeitable

Breach
the

result

from
to

training

Season
play er

the

camp and such absence continues into maximum forfeiture permitted by Subsection
an additional
regular

Regular
the

above

may be
the

required to missing

forfeit

25%

of the remaining
If

Forfeitable

Salary

Allocations

upon

the

first

season
the

game
player

such

absence

continues
to forfeit

be
up
to

yond
his

fourth

week

of the

Regular

Season

may be required
weekly
the

remaining

Forfeitable
for

Salary

Allocations season

on

proportionate
after

basis

i.e

one-

seventeenth
iii

each

missed

regular If

week
is

fourth \veek
to

Regular
Forfeitable

Season
for

the player
first

not

subject

Subsection

ii above
the regular

and
sea his

commits

Breach

the
to

time that

League Year during
twenty-five
regular

son

the

player
Salary

may be required
Allocations continues

forfeit

up
his

to

percent

250
If

of

Forfeitable

upon beyond

missing four

first

season

game
on

players

Forfeitable required weekly
to

Breach
forfeit

consecutive
Salary regular

weeks

then

player

may

be

up

to

his

remaining
for

Forfeitable

Allocations season

proportionate
after

basis

i.e one

seventeenth

each

missed

\veek

the fourth

week

13

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 30 of 66

iv
through
during
tions

Postseason Clubs
period
last

For the period

following player

the Clubs

last

regular season Forfeitable

game
Breach

the such

postseason

game

who

commits

for

that

may be required to forfeit up to 25% of his Forfeitable Salary Alloca below League Year subject to Subsection Second Forfeitable Breach If the player conmiits an initial Forfeitable
Forfeitable during
to

Breach

including

Breach

in

Training

Camp
entirety

and then
in

commits

second
the

Forfeitable player
Salary

Breach
be

the regular
forfeit

season

or postseason the

the same

League Year

may

required
for

immediately

of his

remaining

Forfeitable

Allocations

that

League Year Should
Forfeitable
all

vi
ment

Retirement

Breach

occur

due

to

players

retire
to

Club may demand repayment of

Forfeitable

Salary

Allocations

attributable Salary

the proportionate
tions for future

amount
If

if

any

for

the present
to

year and the Forfeitable such

Alloca
seek

years

the

player

fails

repay
to

amounts

then

the Club

may

an

award

from the System Arbitrator pursuant
Allocations
attributable to to

Article future

15

for

repayment of

all

Forfeit

able Salary
Salary

present

and

years

Repayment

of Forfeitable
1st

Allocations

attributable

future

League Years
Salary

must be made by June
is

of each player take

League
returns

Year
to

for

which

each

Forfeitable

Allocation then

atttibutable

If

the

play

for

the Club in the subsequent
his existing

season no

the Club must either of the remaining

the player back
ble Salary

under

contract the

with

forfeiture

Forfeita

Allocations
Salary

or

release for

player and

seek

repayment of any remaining

Forfeitable

Allocations

future League Years

Forfeitable

Salary

Allocations

For the purposes
for

of

this

Section

the

term Forfeitable
tion for

Salary

Allocations

means
for that

signing

bonus

the Salary
for

Cap

alloca

the players

signing bonus
are

League Year

and il
as

roster

option

and
the
as

reporting
allocation

bonuses
of such
that

that

earned
that

in

the same

League Year

the Forfeitable

Breach bonus

bonus

for

League Year

out of the total amount

of such

allocated over notwithstanding tion
if

League Year and any remaining Cap
treatment of such
that

League Years bonuses
is

in

the players

contract limita player

the Salary $1

For example without
in

player has
Forfeitable
is

million roster

bonus
regardless

earned
that

the

same

year the
is

committed
that

Breach
to

then

of

when

roster

bonus
if

to

be paid
that

bonus

attributable additional allocated to

the same

year as the Forfeitable

Breach

the player has of the roster

year and one nus
will

year remaining each of those

on

his

contract
for

then

$500000
of any

bo

be

years
in in

purposes

potential in this

forfeiture

calculation

If

the Forfeitable

Breach

occurs

the second
this

League Year
is

example be no

i.e

the League of any

Year

after

the roster

bonus

example

earned

there shall

forfeiture

portion

of such

roster

bonus
of this Section
Salary

Proportionate Forfeiture For purposes

proportion
for that

ate amount
Year
for

means one-seventeenth
regular

of the Forfeitable

Allocations

League

each

season

week missed
Forfeitable

Maximum
tion

Salary Under

this

Section

and without
than 10000

limita

under no circumstances
Salary

may
for

player be required to each

forfeit

more

of his

Forfeitable

Allocations
to roster

League Year
option

in

which he commits

Forfeitable
forfeiture

Breach

With
occur

respect
if

bonus

bonus
in

and reporting same

bonus
in

may

only
is

the Forfeitable
to

Breach

occurs

the

League Year

which

the

bonus

scheduled

be earned

14

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 31 of 66

Drug
individually

or

Steroid

Policy
for

Violations

Player
to

Contracts
violations

may

not

contain

negotiated

provisions

forfeiture

relating

of the
for

Policy

on

Anabolic
es

Steroids and Relatcd or for
failing for

Substances drug period
test

or the

NFL

Policy and Program

Substanc
to

of

Abuse

any

player suspended
regular

by the League pursuant
or postseason proportionate

either shall

of those

policies to

encompassing
Salary

season

games
weekly

be required

forfeit

any

Forfeitable

Allocations

on

basis

Offseason
offseason

Salary

may
for
its

not

be subject

to

forfeiture that

for

missing

voluntary have

programs

or

voluntary

minicamps

provided

the

Club

may

non
of
this

proratable participation

bonuses
of

offseason

workout program
any other provision hich
Salary

Voiding
Section of any year
tion

Guarantees

Notwithstanding the circumstances

Club and player may negotiate unearned Salary including without bonuses
applies

under

the guarantee

limitation Paragraph

and/or
This

future

roster

option
to

bonuses

or reporting aspect of

bonuses
the

may be voided
provision

Subsec
to the

only
that

the guarantee
in

contract

and not

amount
Salary

can
this

be earned and
Section

no way

expands

the permissible scope

of Forfeitable

under

Deduction/Payment Recovery may be made from any payments owed to player
the

of

any

forfeiture

under
Player

this

Section with

under any

NFL

Contract

Club claiming the forfeiture from any salary bonus installments
Posrseison
If

Performance-Based

Pay
Club

Pciy

Severance

Pay nr Terminitinn
such recovery
to

Py

ntiierwise

nwed by
before

the

claiming

the

player challenges

by

fifing

proceeding

the

System
receipt

Arbitrator of

the Club shall be

required

put

the disputed of

sums

in

escrow

pending
after

fmal award the
to

The

assignment
shall

and/or
result
full

termination
in

players of
the

contract or

events

triggering

forfeiture

not the

any

waiver

assigning

terminating

Clubs

right

seek

to

recover

amount
is

of any

forfeiture to

2006

CBA

This

Section
to

intended

supersede
in

Section proceeding

of Article

XIV
tion

of the

Prior Agreement involving decision

and
Plaxico

overrule the
to the

decision extent

the

under
in this

that

Prior Agreement
alter that

Burress
to

that

the provisions
into after

Sec

with

respect

Player

Contracts

entered

the effective

date of this Agreement

Dispute
dispute solved regarding
exclusively

Resolution
failure to

Any

disputes
Salary

regarding pursuant

this

Section Section

including
shall

any

pla ers

repay

to

this

be

re

by the System Arbitrator under the provisions Club Discretion from Except
player
as

of Article

15
any attempt
to

provided be
solely

in in

Subsection
the

seek

or collect

forfeiture to

shall

Clubs
this

discretion
shall

and any
not be

failure

by

Club
violation

seek

forfeiture

from

player under

Section

deemed

of any

provision

of this Agreement
It

Contract
agree
the in

Provision
as

shall

be permissible
shall

for to

player and
forfeiture the to

Club

to to

Player

Contract

follows

Player
Article

be

subject

of Salary

maximum

extent

permitted player
is

under
in

Section obligated to Section

of agree

Agreement
any such

dated

________

2011
or any
lesser

not

any

way
this

forfeiture

clause

forfeiture

permitted

by

15

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 32 of 66

Section

10 Return
in

of

Advanced

Paragraph
shall

Salary
to

player and Club

may

agree

to

the circumstances so long
as

which

player

have

return any players

advanced Paragraph
to

Salary such

such

agreement does by performing
shall

not
his

affect services to

the
for

ability

eventually earn

Paragraph

Salary in this

the regular

season

weeks
in

in

question
players

Nothing
are

Section
to

be construed
Salary

address such

the circumstances

which

or are not

entitled

Paragraph

for

weeks

16

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 33 of 66

ARTICLE

OPTION CLAUSES
Section Prohibition Other
as

than

as

provided

for to

in

Article

Section Player Contract
to

any

option

clause must be negotiated

separate

addendum
the
dollar

the

NFL

form and
to

any negotiated
player during

option
the

clause

must

state

amounts

of Salary

be paid

the

option

year

17

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 34 of 66

ARTICLE

COLLEGE DRAFT
Section

Time
or

of Draft each

There

shall

be an

Annual

Selection

Meeting

the College
for

Draft

Draft

League Year during
the expiration
shall

the term of this Agreement of this Agreement
in

and
with

the year
to
it

immediately

following following there

or termination In any

respect

which

the

rules also

apply

League Year Draft

which

the

NFL

deems

appropriate

may

be

Supplemental

Section

Number
The number Year
plus of

of Choices Draft
shall

and

Eligibility

consist of seven choices
as

rounds

with

each
in

round

consisting the

of

the

same

selection

there will be Clubs of additional with

the

NFL

following Selections Selec

League
equal to
tions

maximum
of Clubs

number
in

Compensatory
such

Draft

the number
for

then

the League

Compensatory Draft Agents Each
Draft

reserved

Clubs 14

losing

certain

Unrestricted

Free

shall

be

held

between

February

and June

on

date which

shall

be determined

by the

Com
in

missioner

No
the

player shall be permitted be
eligible either for his

to

apply

for

special

eligibility

for

selection

Draft or otherwise

the

Draft

until

three

NFL

regular

seasons

have
of the player

begun
class

and ended following
with

graduation

from high school
is

or graduation
if

which

he

entered

high
in

school

whichever

earlier

For example be permitted
until to

graduated
special

from high school

December 2011 he would
be
eligible for for

not

apply

for

eligibility If

and would not otherwise
player the
if

selection Draft
in

the 2015 Draft

who
date

was
of

not

eligible

the

any
to

comes

eligible

after

the
elects

Draft
to

he

will

be

eligible

League Year be be selected in
the sev

Supplemental Draft
enth calendar day

the to

League
the

conduct such
first

Draft on or before

prior to

opening of the
Draft
that for

training
is

camp
to

that

League Year
for selection

No
in

player

may
in

elect

bypass

which

he

eligible

apply

Supplemental Draft Any Club
choice the same

selects

player in

Supplemental

Draft

must

forfeit

round
player

in

the next succeeding

principal

Draft by an

No
been
eligible

shall in

be

eligible to

be employed

NFL

Club

until

he has

for selection

an

NFL

Draft

Section
tomatically

Required
tendered
List

Tender
the
Salary

Club

that

drafts

player

shall

be deemed
for

to

have

au

player
for

four-year

NFL

Player

Contract or the

the

Minimum
provide the

Active/Inactive the player with

such

notice

of

such

League Tender Required

Years The
before

NFL
or

Club

shall

immediately

following

Draft

Section

Signing of Drafted Rookies
drafted player

may
the

accept tenth

the Required

Tender

at

any

time

up

to

and
fol

including lowing
to

the Tuesday

following

week of

the regular

season

immediately negotiating

the Draft at drafted

400pm New
are

York time In the event
to

the exclusive the

rights

the

player

assigned

another the

Club through
Required

NFL

waiver

system the
If

acquiring Club must immediately

extend

Tender

following

assignment

18

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 35 of 66

released
right to

through
sign

waivers

the

player shall with

be
any

treated

as

an Undrafted
to

Rookie

with

the

an

NFL
If

Player

Contract

Club

subject

the provisions

of Article

Drafted Draft

Rookie
to

has

not

signed day

Player

Contract
first

during of

the the

period
regular

from the date of such season
either
its

the the

thirtieth

prior to not

the

game
to

the

Club

that

drafted

player
to

may
player

thereafter

trade

another
that
it

Club
signs

exclusive

negotiating

rights

such

or any Player

Contract
that

with

such
is

player for

the players

initial

League
player

Year
sign

and ii the Club
Player time such Contract player
the

drafted the the day
to

player the

the only Club with
in

which

the

may

until
is

of be

Draft
in the

the

subsequent

League

Year

at

which

eligible that

drafted

the

subsequent

League Years Draft by any
following

Club except
the

Club

drafted

him

in

initial

Draft After the Tuesday
sign

tenth week

of the regular

sea

son the player and the Club may
If

Player Contract has not signed
at

only for future Player Contract

Leagne

Years
the player

Drafted

Rookie of the

by the Tuesday time

following
shall

the

tenth week

regular football

season
in

400pm New
for the

York

be prohibited
absent

from playing
to

the

NFL

remainder

of that

League
personal days of

Year

showing

the Impartial Arbitrator

of extreme

Club or extreme

hardship The
the application

determination

of the Impartial Arbitrator shall be

made
to

within such
shall

five

and
date

shall

be based

upon

all

information

relating

hardship be
final

sub

mitted binding

by such upon

The

determination

of the

Impartial Arbitrator

and

parties

Section

Other

Professional

Teams
Section

Notwithstanding during
plays

4b

above

if

player

is

drafted by
signs

Club and with
or any

the period for or the
is

between by

the Draft

and the next
football
initial

annual

Draft

contract during
all

employed

professional following

team not in the Draft then
to

NFL
for

part of assignee with
shall

12-month
shall until

period

the

the

drafting

Club or any
sign

Club

retain

the exclusive of the Draft

NFL
Refusal

rights

negotiate

and

contract

the player
thereafter offers

the

day Right

three

League Years
as

after

the

initial

Draft and
player the

have

of
at sign

First

described

herein
shall

and

the

may

receive

from any

Club
to

any

time thereafter contract with an

The

player

notiær the

NFLPA
Within of such Player
to that

and the

NFL

of his desire
free

NFL

Club and of

date on which
if

the player will be
thirty

of his other of such the

contractual

obligations

of employment date of the

any

days

of receipt
is

notice

by the Club
to

NFL
the

or the

availability

player Contract player

whichever
as set

later in

NFL

that

drafted player
in

the

player must
retain

tender
its

forth

Section

above

order to

tights

as

detailed

below
player to

For
pursuant
for to

whom
the List

the drafting

Club

retains

the exclusive

NFL

rights

Section

4a

above

Club must tender
Salary If for

four-year

NFL

Player

Contract
thirty

the

Minimum
specified

Active/Inactive
in

such

League Years within the
is

day
the

period

Subsection

above
Undrafted
to

the

player with

released
to

through
sign

waivers

player immediately Contract
to

becomes

an

Rookie

the right

an

NFL
is

Player
free

with

any

Club
sign

subject

the provisions Contract with

of Article such player

and any Club
without any

then

negotiate

for

and

Player

Draft

Choice

Compensation

between

Clubs

or First Refusal

Rights

of any kind or any signing period

19

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 36 of 66

For
First

players to

with
this

respect Section

to

whom

the

drafting

Club

retains

Right
shall

of

Refusal
if

pursuant

during

each subject

League
to

Year the

player

be

treated as
as

he were
in Article subject for to

Restricted Free Agent not Section Right except
First as

Draft

Choice Compensation For

described
players

otherwise the

set

forth in this Section four-year

such

of

Refusal

Club must tender
List Salary for

NFL
Years

Player within

Contract the thirty any

the

Minimum
specified

Active/Inactive
in

such

League
of such

day

period

Subsection into with does not the

above
player

The amount
shall

ten
the

der and/or

Player

Contract

entered the Club

not

be subject
the Required
right to

to

Rookie der
the

Compensation

Pool

If

make

or withdraws with the

Ten

player immediately Player Contract
is

becomes
with
to

an Undrafted

Rookie

negotiate of Article player

and sign

any

Club

subject

to sign

the applicable provisions Player Contract with

and any Club
without any

then

free

negotiate

for

and

such

Draft

Choice Compensation

between

Clubs

or First Refusal

Rights

of any

kind or any

signing period

Section
the ed Draft

Return
prior to

to

College
his

If

any

college football

football

player

who

becomes
participation

eligible
is

for

exhausting

college to

eligibility

through

draft to

by an

NFL
and
that

Club

and

returns Contract
last

college such

the

drafting

Clubs

exclusive through
to

right

negotiate the Draft
college

sign

Player the

with
in

player shall continue the player was

the

date of
in

follows

season the

which
shall

eligible

participate

football
rights

and
as
if

thereafter

player
in

be

treated

and the Club

shall

have

such

exclusive

he were drafted

such

Draft

by such

Club or assignee

Club
to

Section
ate for

Assignment
Drafted

of Draft

Rights

In the or

event

that

the exclusive
is

right

negoti
to

Rookie

under Sections
such

above

assigned

from one Club

another greater
as

Club
right

the Club to which
to

right has been assigned shall have the

same
in

but no

such

player

including such

the

Right

of First Refusal player shall
right

described

Section but

would

the

Club assigning
to

right
to

and such

have

the

same
as

no
to

greater

obligation

the

NFL

Club

which such

has

been assigned

he had

the Club assigning

such

right

Section was
drafted

Subsequent
selected in

Draft

Club that

in

subsequent
sign

Draft
with
set

drafts

player

who
that

an

initial

Draft and

did not the

contract

the
forth

NFL
in

Club

him

or with

any

assignee Club during during the the period

signing period

Sections
to

through
date

above
Draft

shall

from the date of the subsequent

Draft

the

of the

held

subsequent Contract

League
with

Year be
player

the
If

only

NFL

Club
not

that

may
and
all

negotiate Player ending
rights signs

with

or sign within
thirtieth
its

Player the day

such

such

player has

signed

Contract

period prior
to

beginning

on the date of the subsequent
of the regular such

Draft

on the
to

the beginning
rights
initial

season

the Club loses Contract
that

trade such

exclusive
player for

negotiating the players

to

player or any After

Player

it

with

League Year

the Tuesday
sign

following Contract

the tenth week only for not
future

of the regular

season
except

the player and the Club
as

may

Player
If

League
Player

Years

provided of the

in

Section annual

4c

above

the player has following with the the
right

signed

Contract

by the day

next

College

Draft

subsequent

Draft

the player immediately

becomes

an

Undrafted

Rookie

20

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 37 of 66

to cle

negotiate

and

sign
is

Player then

Contract
to

with

any
for

Club
and

subject
sign

to

the provisions Contract

of Arti such

and any
without

Club
any

free

negotiate

Player Clubs

with

player of any

Draft

Choice Compensation between

or First Refusal

Rights

kind or any signing period

Section
does through immediately Contract Contract
First

No
not

Subsequent
contract

Draft
with not

If

player

is

drafted by

Club

in set

an

initial

Draft

and

sign

Club during
drafted by any

the

signing period
in

forth

in

Sections
player

above

and
an

is

Club
the free

the

subsequent
to

Draft the and and
sign sign

becomes
any such

Undrafted

Rookie Club
any
is

with then

right to

negotiate
for

Player Player Clubs or

with with

Club and any
player of any without

negotiate

Draft

Choice Compensation

between

Refusal

Rights

kind or any signing period

Section

10 Compensatory
Draft effect
Selections in

Draft

Selections agreed
future

The

rules

and
the
to

procedures

regarding

Compensatory
shall

previously
to

upon
changes

by
as

NFL
which

and
the

the

NFLPA
may

remain

subsequent

any

parties

agree

Section
College College

11 Undrafted
Draft Draft
shall for to

Rookies

Any

person

who
and

has

not

been

selected

by

Club

in

be an

Undrafted
is

Rookie
to

shall

be free
sign

after

the completion Contract with
free

of any
to

which he
the

ehgible

negotiate

and

Player
shall after

Club

subject

provisions Player

of

Article

and any
any such

Club

be completely
such date

negotiate penalty Clubs

and

sign

Contract but

with not

person

without

any

or restriction or First Refusal

including Rights

limited

to Draft

Choice Compensation between

of any kind

Section
after

12 Notice

of Signing

Promptly following
Drafted

but or

no

later

than

two business days
the

receipt

of notice

of the signing of any signing

Undrafted

Rookie

NFL

shall

notii the

NFLPA

of such

21

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 38 of 66

ARTICLE

ROOKIE COMPENSATION AND ROOKIE COMPENSATION POOL
Section Definitions Rookie Salary
Salary
for

Rookie
able compensation
for

Drafted

Rookie

means the highest amount
contracted
are in

of earnof his

which

such of

player and Club have any or
all

each or

year

Rookie
likely

Contract
to

regarthess as set

whether
in Article

amounts
only

earned the

considered

be earned
Salary Salary

forth in

13

excluding the

Fifth-Year the

Option
players
as

Paragraph Paragraph scribed
Article ject to in

described

Section pursuant

below
to

amount

by which

may

increase

the

Proven

Performance Escalator
per

de

Section

below

minimum

offseason

workout

them

as

set

forth in

21 and compensation for Community the maximum amounts permitted in Section
ii

Relations/Sponsor

appearances

sub
of

3biv
Rookie

below
means the highest
contracted
in

Rookie Salary
for

for

an

Undrafted

amount
each

earnable
his for

compensation
Contract

which

such the

player and Club have then applicable

year of
Salary

Rookie
each

that

exceeds

Minimum
or

Active/Inactive
all

League Year of the contract
likely
to

regarthess as set

of whether any
Article

amounts
only

are

earned

or considered

be earned
per

forth in

13

excluding
for

mini

mum

offseason

workout
appearances

them
to

and
the

compensation

Community
in

Relations/Sponsor

subject

maximum amounts

permitted

Section

3biv below
iii

Rookie on

For the purposes Contract signing bonus
line basis

of calculating

Rookie
treated as

Salary

in

each

year
will

of

players

and amounts
to

signing bonus of

be prorated
Drafted proration

straight

pursuant

Section

3g
Salary

below By way
$250000
in

example

Rookie and

who

has

$1000000
for

Paragraph

signing bonus
first

$250000

incentive

95

offensive playtime in each
in

of the
to

four years of his

contract
ie

would have
over

Rookie

Salary

each

League Year equal
regarthess

$1500000

and

Rook

Salary
all

the contracts

entire

term of $6000000
any or
all

of whether

he earns any
considered

or

of the
to

above amounts

or whether

of the

above amounts

are

likely

be earned

Year-One Rookie Year One
amount
first

Salary Salary
for for

Rookie

Drafted

Rookie

means

the

highest
in

of earnable

compensation
Contract

which such

player and Club have or
all

contracted
are

the or

year of his Rookie likely
to

regardless as set forth

of whether any
in Article

amounts
only

earned

considered offseason appearances

be earned

13

excluding

minimum

workout
subject

per
to

them and compensation for Community Relations/Sponsor the maximum amounts permitted in Section 3b iv below
Salary
for for

ii amount
first

Year-One Rookie
compensation Rookie
for

an

Undrafted

Rookie

means

the

highest
in

of earnable of
his Salary are

which such
that

player and Club have the then

contracted

the

year

Contract with

exceeds crethted
to

applicable

Minimum
any

Ac
or

tive/Inactive
all

players

zero

seasons

regardless as set

of whether
forth in

amounts

earned

or

considered offseason

likely

be earned
per

Article

13
for

excluding

only

minimum

workout

them and

compensation

22

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 39 of 66

Community
ted in Section
iii

Relations/Sponsor

appearances

subject

to

the

maximum amounts

permit

3biv
treated

below
of
calculating will

For the purposes
as

Ycar One on

Rookie
straight

Salary

signing bonus pursuant
to

and amounts
Section

signing bonus

be prorated
Drafted proration

line basis

3g

below

By way
in
first

of example
signing bonus season

Rookie and

who

has

$1000000
incentive
in that for

Para

graph

Salary

$250000

$250000 Rookie

95%

offensive playtime in his

would have

Year-One
or
all

Salary

League
in his to

Year of S1500000
first

regardless

of whether he or
all

earns any

of the above
are

amounts
likely

season

or whether

any

of

the

above

amounts

considered

be

earned
Total Rookie

Compensation
limit

Pool
amount
Rookies

Total

Rookie
Salary entire in

Compensation
for

Pool means
Clubs

the League wide with

on the

total

of Rookie over the

which
of

all

may

contract

Drafted

and Undrafted
Drafted
Salary

term

such

Rookie

Contracts

By way
in

of example with

Rookie
of

selected in

the

second

round

who
in

signs

four-year contract

Rookie

$1000000
in

year

year

two $1200000
against the

year three

and $1300000

year four would have

one $1100000 $4600000

count

Total Rookie

Compensation Pool

Year-One Rookie
tion for
first

Poor means
which
all

the

Compensation Pool Year-One Rookie Compensa League wide limit on the total amount of Year One Rookie Salary
contract Contracts with Drafted
xvay

Clubs

may

Rookies

and lJndrafted
Drafted
Salary

Rookies
selected

in
in

the
the

year of such

Rookie
signs

By

of example with

Rookie
of

second

round

who
in

four-year

contract
in

Rookie

$1000000
in

in

year

one $1100000
have $1000000

year

two $1200000
against

year three and $1300000

year four would

count

the Year

One Rookie Compensation Pool
Total Rookie Rookie Allocation means Pool
calculated in for

Total

Rookie
share

Allocation of the Total

each based

Club upon
the Total

its

proportional

Compensation
selection

the

number

round and position
Reservation
for
all

of the Clubs
defined
shall in

choices

the Draft plus

Undrafted Rookie

Rookie

as

Subsection
the

below
Rookie

The sum

of the

Allocations

Clubs

equal

Total Rookie

Compensation Pool
Allocation

Year-One Rookie
for

Allocation

Year One One Rookie

means

each

Club

its

proportional
the

share of the Year

Compensation Pool calcu
selection in

lated

based

upon

number
of the

round and position of the Clubs Rookie
Reservation
for

choices

in

the

Draft

plus one

third

Undrafted

as defined
all

Subsection Year-

below The sum
One Rookie

of the Year

One Rookie

Allocations

Clubs

shall

equal the

Compensation Pool

Year-One Formula Allotment
for tion

Year One
based

Formula Allotment

means

each
in

Drafted the Draft

Rookie

fraction as

calculated

and expressed

percentage

round and posi upon the players of the Year-One Rookie Compensation
third

Pool excluding compensatory vation Rookies
toni

selections

and one Formula

of the Undrafted
for
all

Rookie Clubs

Reser
Drafted

The

sum

of

the

Year One

Allotments

of

multiplied by the Year-One plus ii one-third

Rookie

Compensation Rookie

Pool excluding
Reservation Allotment unless
draft

compensa
equal the selec agree be each

selections

of the

Undrafted

shall for the

Clubs
tion

Year-One remain

Rookie
in effect

Allocation
for

The Year One Formula
duration Allotment of
this

shall

the

Agreement
to

parties

othenvise

The Year One Formula

attributed

each

selection

shall

23

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 40 of 66

agreed

to

by the

NFL

and the

NFLPA

and

shall

not

be disclosed

to

Clubs

Players

Player Agents or the public

Year-One means
Rookie
Draft
for

Minimum
Rookie
the

Allotment

Year One minimum

Minimum
to

Allotment
parties

each
that

Drafted
shall

fraction

or

such

other amount

which the
of the

may agree

equal

selections based

absolute

share

Year-One
in

Compensation Pool and expressed
for as

calculated

upon

the players round

and position

the

percentage

of the Year One Rookie

Compensation Pool
attributed to

The
each

methodology
draft selection

the calculation

of the Year-One
to

Minimum

Allotment
in

shall

be agreed

by the
not
for

NFL

and the

NFLPA
to

Side Letter

between

the Parties which

methodology
in

shall

be disclosed
the duration

Clubs Players

Player Agents or unless the Parties

the public and shall remain agree otherwise

effect

of the Agreement

Undrafted
of

Rookie
paid

Reservation
to

For the 2011 Rookies
as

League Year
signing bonus

maximum
or

$75000
as

per

Club may be

Undrafted

amounts
shall

treated
tse

signing

bonus

This

amount

the Undrafted
the percentage

Rookie

Reservation
of the Total

in

each

subsequent

League

Year by

increase

Rookie

Compensation Pool

Section

Operation For the 2011 League Year the Total Rookie and the Undrafted Rookie Year-One Compensation Pool exclud
Reservation

ing

compensatory
million

selections

may

not

exceed

$874.5

For the

2011

League Year the and one-third

Rookie

Compensation Rookie

Pool

excluding compensatory

selections

of the Undrafted

Reservation

shall equal $159 million Excluding sation

compensatory selections Compensation
as

the Total Rookie
shall

Compen
decrease
to in

Pool and the Year-One

Rookie

Pool
in

increase

or

each

League Year by the same percentage of

the change over

the

Salary

Cap

up

maxi
if

mum
Salary

5%

plus

50

of any

increase then the

or

decrease

5%

By way

of example

the

Cap

increases

by 900

Total

Rookie by

Compensation i.e 500
plus

Pool and the Year

One Rookie
al

Compensation Pool

shall

increase

50

of the addition

40

All amounts

of Rookie count

Salary against

contracted the Total

for

in

each

and every year of Pool and

Clubs

Rookie

Contracts

shall

Rookie amounts 13

Compensation
are

the Clubs
er

Total Rookie likely

Allocation
to

whether or not such
as set forth

earned

by the play

or considered

be earned
of Year the

in Article Salary

All amounts

One Rookie

shall

count

against

the Year-One

Rookie Rookie

Compensation Compensation
likely
to

Pool Pool

Clubs

Year One
such

Rookie

Allocation
are

and

the

Total or

whether or not
as set

amounts

earned

by the

players

considered

be earned

forth in Article

13
that standing the alone or in the

No
aggregate provide

Club may enter into Rookie for Year One Rookie Salary
for that

Contracts
that

would

exceed
into

Clubs

Year One
with

Rookie
Drafted
Salary

Allocation

League Year
alone

No

Club may enter
the aggregate

Rookie
for

Contracts

Rookies that
that

standing the

or in

provide

Year One Rookie
for that in

would

exceed
third

Clubs

Year-One Rookie

Rookie

Allocation

League
the 2011

Year minus ii one
League

of the Undrafted

Reservation

i.e

$25000

Year

24

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 41 of 66

No
aggregate provide

Club may enter
for

into

Rookie
Salary

Contracts over
all

that
years

standing of such

alone

or in the
that

aggregate

Rookie

Contracts

would exceed
tracts Salary

the Clubs

Total Rookie that the

Allocation alone

No

Club may enter

into

Rookie
for

Con

with
that

Drafted

Rookies exceed

standing

or in the aggregate Allocation
for

provide
that

Rookie

would

Clubs

Total

Rookie

League Year

minus ii the Undrafted

Rookie

Reservation
sign

Club may not
is

Drafted

Rookie

for

Year-One

Rookie
the

Salary

that

less

than

the

players

Year One

Minimum

Allotment

multiplied by

Year-One

Rookie

Compensation

Pool
the

Notwithstanding player for an

above

nothing

shall

prevent

Club from signing
multiplied by the

amount

in

excess

of his

Year One

Formula
or
his

Allotment

League-wide Year-One ment
has multiplied by the
available

Rookie

Compensation Rookie

Pool

Year-One

Minimum
that

Allot

Year One
its

Compensation
Allocation
his

Pool

provided

the

Club

Room

under
the

Year-One
that

Rookie

In

event

Rookie
the

signs

Rookie

Contract

after
its

the

com

mencement
Rookie

of

the

regular

season

Club must maintain

Room

under

Year One

Allocation

of at least the

Rookies Year-One

Minimum

Allotment

multiplied by

the Year

One Rookie

Compensation Pool
Contracts entered
into

All Rookie

by
14

Club and

Drafted

or Undrafted

Rookie

shall

be subject

to

the provisions
that violates

of Article the intent
to

of this Agreement provision of this Article
limit shall

Any
be

contract
is

of any an

disapproved amount
class

It

the intent

of the parties contracted
the for

set

absolute

maximum

on the
in

total

of compensation the entire

by Drafted

and Undrafted
If

Rookies

each

Draft

over or

term of Rookie
is

players Rookie

Contracts

contract
as

signed

by

Drafted
sistent

Undrafted

disapproved
in

by

the of
to

Commissioner

being

incon
of

with

the provisions

of this Article

respect

the mandatory term
the

length

the

contract

permissible the

compensation pursuant Rookie

Year One
the

Rookie

Com

pensation

Pool

Total

Compensation

Pool
the

Clubs
Increase

Year-One Rule Proven

Rookie
the

Allocation

the Clubs

Total Rookie

Allocation the
Fifth

25%

players

Year One

Minimum
or

Allotment

Year Option

the

Performance Escalator
sation
the to

the limit on the players the disapproval
clear shall

permissible non-football

compen

or Qii guarantees unless contract of

be

upheld

by

the

System Arbitrator and
that

Appeals Panel
disapprove
the

and convincing

evidence

demonstrates

the decision

was incorrect
the

None

provisions
to sign

of

this

Article

shall

affect

Clubs
rules

need

for

Room
the

under the Cap
set

Salary forth

Cap

Rookie

Contract

or the accounting

governing

Salary

in Article

13

Section

Rookie

Contracts Length Every Rookie
for

Contract
ble

Contract
selected in

shall in the

have
first

fixed

and unaltera
the

contract

length
for

Four Years
fifth

Rookies described seven

round of
ii four any

Draft
for

with Rookies
draft

Club option
selected in

year as

Section Draft

below
including

years

rounds
Qii

two through
for

of the

compensatory

selections

and

three years

Undrafted

Rookies

Compensation Terms

25

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 42 of 66

Subject contract offseason Fifth-Year
for

to

Subsection

iv below
in

Rookies drafted

in

the

first

round may

only

the following per
as

types of compensation the contracts

Rookie second

Salary

minimum
and
the

workout Option

them commencing
in

season
in

described

Section

below

Rookies drafted

the second Salary

round and season

may contract for only the following types of compensation minimum offseason workout per them commencing in the
Rookies drafted
types
in

Rookie
contracts
for

second
only the

the third

through

seventh Salary

round may contract

following per

of compensation
in in the

Rookie

minimum
and

offseason

workout

them

commencing
as

contracts

second season

the Proven

Performance Escalator

described

Section Subject

below
to

ii
only the

Subsection of

iv below
contracts

Undrafted

Rookies

following per

types

compensation
in

Rookie second

Salary

may contract for minimum offseason
the

workout

them commencing
for players

the

season
List

and

applicable the appli

Minimum
cable

Salary

on the Clubs
not

Active/Inactive

Salary

and/or

Minimum
iii

Salary

for players Salary to

on the Clubs only

Active/Inactive
trathtional

List

Rookie

shall

include

signing

bonus

defined

as

signing bonus
ject to

committed

the player by the Club
to

upon

execution

of the contract

sub
to

the player reporting provisions to offseason
adjusting

the Club and passing

the physical examination
to

subject

any

forfeiture

in Article

which the player and Club may agree workout bonus Paragraph Salary
the players Paragraph
Salary

the extent

permitted agreedstatus

incluthng

any
roster

upon
and/or

provisions
his

based

upon

his

number

of Crethted Paragraph

Seasons
Salary

split contract

provisions

or

deferring

pay
in

ment

of his earned

or advancing
Salary

payment

of non-guaranteed
to

year-one
set forth

Paragraph Subsection

Salary

Paragraph

guarantees

subject
incentives

the
set

rules

below

roster

below bonus and

the permitted reporting

performance

forth in Section

bonus
in

iv
cash biles

Aside

from the terms

outlined

Subsections of any player

through kind
for

iii above
suites

no

or non-cash financial

or economic paid or

consideration
to

e.g

automo

loans etc
but not

may be
limited

promised

the

any

reason

whatsoever
services

including with
five

to the players performance agreement
that

of non

football

related

the exception

of an

the player will

make up to

but

no more

than

community
behalf
in

relations/sponsor exchange
for

appearances

or promotional
at prevailing

activities

per year on the
rates

Clubs
exceed

cash Clubs

compensation

commercial

not

to

$5000
than
five

per appearance

may

not

contract

for or require the player to or promotional
activities

make
per

more
year

community

relations/sponsor

appearances

Other form Player
Contract

Permissible
described

Terms

All Rookie

Contracts
in

shall

use

the standardof this Agree
in

in Article

and

set

forth

Appendix them

ment and
contracts
tain

may

contain

minimum
Rookie

offseason
for

workout
players

per

commencing
one
Contracts
for

the

second
Fifth-Year

season Option
three

Contracts
in

drafted in round

shall

con

the

described seven

Section contain

below Rookie
the

players

drafted in described terms

rounds
in

through

shall

Proven
also

Performance non

Escalator

Section

below
player
liability

Rookie

Contract

may

contain

compensation

relating

to

appearances/promotions
for

workers

compensation issues
forfeiture

waivers

of Club

pre existing

injuries/physical

conthtions

of

26

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 43 of 66

compensation and/or
repay ment cies
tax

of guarantees non-guaranteed

to

the extent year-one

permitted Paragraph
to

in Article

deduction insurance the

or

of advanced implicatiuns contract

Salary

poli

confidentiality

subject

Article

26

severability

of

unenforceable
tations that

terms
that at

10
the

legal/contractual time the contract
availability

interpretation
is

issues

11

represen
exist

and warranties

executed

no circumstances

would prevent

the players continuing of

to

the Club for

the duration of the of the

contract

12

waiver

Clubs

right

to

enforce

any

of the terms regarding Players

of Paragraph
the designations

NFL
tion

Player

Contract and Tender

13

waiver

of

Clubs

rights

of or
excep other Perfor any
this

the Required of the

amounts

for Franchise terms
in
this

or Transition
in

With

the sole the

compensation
terms
that in

that

appear

Subsection
if

above

permissible

appear

Subsection
Fifth null

and
ab

applicable
in

the Proven

mance
other

Escalator contract

Section
will

and the be deemed

Year Option and void

Section unless

of this Article the
parties to

terms

initio

Agreement

agree

otherwise

Prohibited Rookie
advances sctibed
in

Terms The
option of

following
exercise

contract fees

provisions

are

prohibited fees
Salary

in

Contract option other
than

bonuses

option

non-exercise Paragraph

Salary as

advances
iii

non-guaranteed voidable

year-one

de

Subsection

above

years

provisions

buybacks

of voidable

years

provisions

and any contract
contract

within

the contract

i.e terms and conditions of

contemplated

superseding

within

the Rookie

Contract

25%
increase provides of more only
for

Increase 250

Rule

Nn

Rookie

Cnntract

may

prnvide unless

fnr

an

annual

than

of the players Year
Salary

One Rookie
to the

Salary

such

Contract

Paragraph
for

equal

then-applicable

Minimum
if

Ac
player

tive/Inactive

Salary

each

League Year of the Contract
signs

By way

of example

drafted in the second

round
Salary
Salary his in

four-year contract

with

$400000
in his
first

signing

bonus
the

$500000

Paragraph

and no performance
will

incentives

season

play

ers Year-One

Rookie
plus

equal

$600000
Salary

i.e the prorated

portion

of his signing

bonus

$100000

Paragraph
Salary

$500000
exceed

Accordingly the players maxi

mum

annual increase All

Rookie

may
in

not

$150000
All

8600000
Salary

25
shall

Salary

Included

Calculations
the

Rookie

count

toward the Total Rookie
the

Compensation Pool
Allocation the

Year One Rookie
Total

Compensation Pool
Allocation

Clubs

Year One Rule

Rookie

Clubs

Rookie

and the

25

Increase

Signing Bonus amount
with
treated as

Proration
shall

The

total

amount

of any

signing

bonus

or

signing

bonus
such

be

prorated

over

the term

of the Rookie beginning year five
in

Contract
the
first

maximum

proration contract

of four

years each

on

straight

line basis

year of the play ers
selected in

that

contract an

year excluding

for

players

round one of the draft
shall

shall

have

equal prorated of

amount
and

and such
the

equal Total

prorated

amount

count

in for

the
that

calculation

Rookie

Salary

against

Rookie
in

Compensation League Year of count
in

Pool
the

Draft

class

and the Clubs Total Rookie
prorated
in

Allocation contract

each

contract

The amount

the

players
against

first

year

shall

the

calculation for

of Year
that

One Rookie
class

Salary

and

the

Year One Alloca

Rookie
tion

Compensation Pool

Draft

and the Clubs Year-One

Rookie

27

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 44 of 66

Guaranteed
incentives
injury Salary

Rookie

Salary Rookie

Salary

excluding
for

the

performance

described
Salary

in

Section

below
contract

may be guaranteed
terminations
in his for third

skill

football-related

and/or

Cap-related

provided

that

no players Rookie

excluding performance incentives Rookies

League Year or fourth League Year
injury

for Drafted
related

may be
been

guaranteed the

skill

football-related

or Salary

Cap-

contract incentives
in

termination has

unless

players

entire

Rookie
for

Salary

excluding

perfor contract
if

mance

similarly

guaranteed

i.e

the

same

typess

of

termination Drafted

the immediately
signs

preceding contract

year of the with

contract
Salary

By way

of example

Rookie
of

four-year
in

Rookie
in

excluding

performance
in

incentives

$1000000
in

year

one $1250000
of
full

year

two $1500000
Salary

year

three

and $1750000
for
skill

year four no portion unless the players

his

year-four Rookie
Salary

and

injury

Rookie
three

excluding
is

may be guaranteed performance incen
guaranteed
for
skill

tives

for

year

two

$1250000

and year

$1500000
Rookie
but not Salary
limited

also

and injury

No
tory

Contingencies
contract terms not

Players

as

well as

all

other

manda
contract limita

or permissible
Salary

including
based

to length

of the without

and
tion

guarantees
condition

may

change

upon

any contingency
playtime
specific

e.g

roster

offseason the players the
exercise

workout
earning

participation or not earning

honors

team

or

individual

performance
to

compensation
of example
his

or the
if

Clubs
player

decision
fails

forgo

of any

contract

rights

By way

the the

to

earn

$100000
cannot

incentive
to

applicable to the

second year of
applicable to

contract

unearned
his

amount

be added
in

$100000

incentive

the third

year of

contract

thereby

resulting

$200000
of

incentive

Release
leased prior
to

or

Trade

Drafted i.e

Rookies

If

Drafted
its

Rookie

is

re

signing

Player

Contract

the Club withdraws

Tender
that

the Clubs

Year One Rookie

Allocation

will

be reduced

by the released players Year-One Pool
In the event
to

Minimum
Draft selec the the
to

Allotment multiplied by the Rookie
tion

Compensation
another

i.e

draft

slot

is

assigned

to

Club prior
for

completion
shall

of the Draft

amount

of the

Year-One

Formula Allotment

such

selection

be assigned

to

Club receiving the selection
Drafted

Club may not assign the exclusive Club
if

negotiating

rights
its

Rookie

to

another

such
least

new Club
the
original

does

not

have

Room

under

Yearfor

One Rookie

Allocation

equal to

at

Year-One Pool

Minimum The New
or Total

Allotment

the player multiplied by the Total receive tion any additional

Rookie

Compensation Rookie

Club Rookie

will

not

Room

in

its

Year-One

Allocation

Alloca

il
initial

If

Drafted

Rookie

is

released with the

by the
the

drafting

Club
at

after

signing during

his

contract

and such
in

player re-signs

same

Club

any

point

the

League
with

Year

which

he

was
than with

drafted

signing

Club may not
Salary set

enter into
in

contract
first

the player for
initial

more
contract
his

the Year-One the

Rookie
any

forth player

the

year of
his

the players
initial

Club

less

amounts

the cannot

earned
for

under
an

contract
in

before

release
in

and the players Contract
Article

provide

annual

increase
Salary

Salary
initial

as defmed Rookie

13

of

more

than

25%

of the Year-One

Rookie

in his

Contract

Renegotiations

28

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 45 of 66

Rookie

Contract

for after

Drafted the
final

Rookie
regular

may
season

not

be
of

renegotiated the players

amended
third

or altered year

in

any

way

until

game
not be

contract

ii amended

Rookie
in

Contract

for

an

Undrafted
the
final

Rookie

may

renegotiated of the players

or altered year

any

way

until

after

regular

season

game

second contract
iii

For the
shall

avoidance

of

doubt

any

permissible

renegotiated
shall

or

extended
to

Player

Contract
that

not

be considered
Contracts

Rookie

Contract and

not be subject

the rules

limit

Rookie

Section

Proven The

Performance Prnven
seventh

Escalator
is

Performance Escalatnr rounds
Rookies not

mandatory
in

for

Rookies

drafted in rounds

the

third

through

drafted

the

first

or

second

and

Undrafted tor

Rookie

Free Agents are

eligible to

earn the Proven

Performance

Escala

The Proven
an
at eligible least

Performance Escalator
Salary forth in

is

non negotiable
provided

amount

by wInch

players year four Paragraph
qualifiers set

may

escalate

the player achieves

one of the two
Escalator through
to shall

Subsection

below
Contract

The Proven
player

Perfor
in

mance

be deemed round by
Contract

part

of every Rookie

of

selected

the third attached

seventh

virtue

of this Agreement

and may not Proven

be

separately

such

Rookie

Qualifiers Escalator
in his

An

eligible if

player will he any two

qualify

for in

the

Performance
of

fourth

League Year
plays

participated

minimum

35

of his

Clubs he

offensive
participated plays

or defensive
in

in

of his previous

three regular of his

seasons or
offensive or
the

cumulative
previous

average

of

at

least

35%
in

Clubs

defensive

over

his

three regular

seasons Cumulative
plays

average means

sum
over
plays

of the total the

number

of offensive or defensive divided

which

the

player participated or
in plays total

applicable seasons the same offensive seasons
plays

by the sum of the
of example
if

Clubs

offensive

defensive

during

By
in his

way
first

player participates
the

600 of
in his

the se

Clubs cond
plays

1000
season
out of

season
plays

290 of
in his

Clubs
season

1000
for

and 310 of the Clubs
possible

1000

third

of

1200

3000

the cumulative

average

would equal
Escalator

40%
equal Offer the
for difference

Amount
between
First

The Proven
of the

Performance
Free

shall

the

amount
as set

Restricted

Agent Qualifying
in

Right
for

of the

Refusal

Only
in

forth

in or
fourth

as

calculated

accordance players

with

Article

League Year
excluding
shall

such

players

season

and ii
as

the

year-four Rookie
resulting

Salary

signing bonus
to

and amounts amount

treated

signing

bonus The
Draft has

amount By way Rookie
signing

be added
if

the stated rookie

of the players
three

year-four Paragraph

Salary year-four

of example
Salary

drafted in round of

of the 2011
in

of

$1000000
Free

consisting
in

$700000

Paragraph

Salary
roster First stated

$150000

in

bonus

proration

$100000 Agent upon

an

incentive Offer the

and
for

$50000
Right
the

bonus
Refusal

and the Only

2014
equals
Salary

Restricted

Qualifying achieving

of

$1400000

then
shall

qualifier

players

Paragraph

$700000
Salary

increase

by $550000
incentive

i.e and

$1400000

minus
roster

the $700000

Paragraph

the

$100000

the $50000

bonus As

resuh

the

29

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 46 of 66

players

total

earnable

Salary

in

the 2014 of
his

League Year minus
the players

his

signing bonus

prora as

don

shall

be $1400000
his

consisting

escalated

$100000

incentive

and

$50000

$1250000 roster bonus

Paragraph

Salary

The amount
ant to Total
this

by which

players

Paragraph
Salary

Salary

may
not

increase

pursu

section

shall

not

be considered Pool
the

Rookie

and

shall

count or

toward the
the

Rookie

Compensation

Clubs

Total

Rookie

Allocation

25

In

crease Rule

No
skill after football-related

portion
injury

of the Proven or Salary

Performance

Escalator

may be

guaranteed before

for

Cap-related
for

contract

termination

either

or

the player has

achieved

the qualifiers

the Escalator

Section

Additional

Terms
to Article draft

If pursuant has

Section

and/or

Article shall

10
be

Section

15

Club

one

or

more compensatory
Rookie
Allocation

selections an amount Total

added
the

to

the Clubs

Year-One

the

Clubs

Rookie

Allocation

Total

Rookie Year
event prior

Compensation

Pool

and the Year One Rookie
to

Compensation Pool based

upon
In the

One Formula
that

Allotment

be agreed
Contract

upon

by the
Drafted

NFL
that

and the

NFLPA
was

Club

signs

Player
additional

with
shall

Rookie
to

who

drafted in

League Year an
cation Players

amount

be added

Clubs Year-One
equal
to

Rookie
of

Allo
the

and

to

the Year

One Rookie
Allotment
in

Compensation

Pool

the lower

Year One
in

Formula League
the

multiplied by the the player was

Year One
drafted or

Rookie ti the
the

Compensa
amount Year
of
in

tion Pool

the

Year

which

unused which
Total

Room

under

Clubs

Year One
corresponding

Rookie

Allocation
shall also

for

League
to that

the player was

drafted

amount

be added Pool

Clubs
the

Rookie

Allocation

and

to

the Total

Rookie
the

Compensation
the

based

upon
will

amount

described

above

Notwithstanding

above

Drafted

Rookies

Year-One con

Minimum
tinue to drafted

Allotment multiplied by the Year-One
against

Rookie

Compensation Pool
in

count

the Clubs

Year-One

Rookie

Allocation

the year the player was

In the event annual

that shall

the

NFL
to

holds

Supplemental

Draft

in

addition

to

its

Draft adjustments

be made
the

the Total Total

Rookie Rookie

Compensation Pool
Allocation

Year Clubs
the

One

Rookie

Compensation
Allocation

Pool
in

Clubs
to

and the

Year-One

Rookie

manner

be

agreed

upon

by

the

NFL

and

NFLPA
In any

League Year

in

which

one or more expansion

Teams

enter

the

League

the amount

of the Total
shall

Rookie

Compensation

Pool and the Year-One by 1/32
for

Rookie

Compensation

Pool
32

be increased
to

proportionally account
for

e.g

Team added
such

to

expansion

Team League Teams
If

the additional

Draft

every Expansion selections of

any

Club has
prior to

Rookie
its

football

development
the following

program
categories

apart

from

its

allowable

minicamps

training

camp

of per

player

reimbursements

or payments

will

not

be counted against the Year-One

Rookie
Trip

Compen
Ticket not
to

sation Pool or the Total Rookie or
to
its

Compensation Pool

One Round
to

Airline

cash

equivalent

from the players place of residence

the Club city and

back
up

exceed

$1500

Room

and Board or

its

equivalent

of up to

$145 per day

30

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 47 of 66

maximum
residence

of sixty days and
in

ground transportation
the Clubs
facility signs

to

and from the players place of

the Clubs Until

city to

Drafted

Rookie

Rookie

Contract

the

Year One Minimum Pool
accepts
in shall

Allotment count

for

that

player multiplied by the Year

One Rookie
If

Compensation Rookie

against

the

Clubs

Year One Rookie
in Article

Allocation then

Drafted the
player

the
his

Required
first

Tender
at

described

Section Allotment

must be paid
the

season

the rate

of the Minimum

multiplied by

Year One Rookie

Compensation Pool

Section

Performance Rookie

Incentives
for players selected in

Contracts

rounds

one and two may contain upon
offensive or defen
regular

performance
sive regular plays in the

incentives based season playtime

upon

achievement calculated

of an agreed

percentage

by dividing
total regular in

the players season subsequent

total

season 350 contract drafted

offensive
first

or defensive
initial

by the Clubs
contract or ii
in

plays

of at least

year of his

4S%

any

year of such seven

Rookie
Rookies

contracts

for

players

selected

rounds three through
based

and Onof an by
total

may

contain or

performance
regular plays in

incentives season

upon

achievement

agreed-upon dividing
regular in

offensive

defensive

playtime

percentage

calculated

the players season plays

total regular

season

offensive
first

or defensive
initial

by the Clubs
contract
for

of at least

15%

the

year of his

or ii 300o
less

any

subsequent or

of such year playtime
statistic

contract

Any performance
described prohibited

incentive or

than

the

offensive achievement

defensive of any
All

percentages or honor
is

above

based

upon

the

other

performance

incentives

shall for

be considered

Rookie

Salary
is

shall

count

at

the

highest

possible earnable
in

amount

each

League Year the incentive Year-One Rookie
Salary

applicable

and
the

will

be included Rookie

the

25%

Increase

Rule
the

if applicable

Total

Compensation
Total Rookie

Pool

Year One

Rookie

Compensation Rookie

Pool

if

applicable
tion

the Clubs

Allocation

and the Clubs Year-One

Alloca

if applicable

Performance
current

incentives

may be

earned
for

only based
skill injury

upon
or

playtime in the

League Year and may not

be guaranteed

Salary

Cap

related

contract-terminations

Performance
achievement of or failure to

incentives

may

not

be

modified

nuffified

or

created

by

achieve

other incentives
incentives in

Unearned
forward
into future

performance Earned
create

current

year not

may

not

be

carried

years

performance

incentives

may

negate

future

year

performance incentives or
players

additional

incentives of an incentive

achievement any

may
in

not

detennine

or

affect

whether he

will

or

may

achieve

performance incentive
based

subsequent

season
for

Performance on the Club or
playtime
are in

incentives

upon

individual

performance

ranking

the League

Division

or Conference

e.g

leading

the Club in offensive

prohibited

performance
playtime
if

incentive an

must be based

only
for

upon
player

specific to receive

numerical

amount

For example
in

incentive

may

provide plays

bonus
for

he

participates

40

of

his

Clubs

offensive

but

it

may

not

provide

the

31

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 48 of 66

player to

receive

the perfprmance

incentive

if

he improves

in

playtime over

prior

sea

son

Section

Fifth-Year

Option

for

First

Round

Selections
unilateral right to

Exercise Period
years to
five years

Club has Rookie

the

extend
in

from four
first

the term of any

Contract

of the

player selected

the

round
to

of the Draft the player

the Fifth-Year
the
final

Option
season

To do so game

Club must give written
players
third

notice

after

regular

of the

season

but

prior to

May

of the following

League Year i.e year four of the contract

Compensation
standard
fixed

Terms The
calculated

Fifth-Year
to

Option

is

non-negotiable

Paragraph terms
are

Salary

pursuant

subsections
Salary

and
in

below subsec

Any compensation
tions

other than prohibited

the players Paragraph

described

and

below

Automatic
tion shall
if

Inclusion
as set forth

The

terms

and conditions
Fifth-Year players

of the
shall

Fifth-Year
also

Op
all

exercised

be

below The
from the
shall

Option
four

contain
carried

permissible

non compensation

terms

year

contract of

for

ward

unchanged
of

The

Fifth-Year
in

Option
first

be

deemed

part

every

Rookie

Contract

player selected attached
to

the

round by

virtue

of this Agreement

and may not

be

separately

such

Rookie

Contract
to the

Prohibited

Terms Related
option

Option
result

In

Rookie
fees

Contract there
option
either

may be
amounts
cising

no

option

bonuses

exercise that

fees
as

non-exercise of the

buyout
exer

or any
Fifth

other

form of payment
or

vests to

Club

the

Year Option
contracted

ii declining
or paid
to

exercise

the

Fifth

Year Option

For
of

example
his

no amount
Contract

for

the player for years the
exercise right

one through
exercise

four

Rookie

Year Option
the Fifth

may be The Club may
Fifth-Year

contingent not waive

upon
its

or non
to

of the
to

Fifth-

unilateral

exercise

or not

exercise

Year Option Option
for

First

Ten

Selections

in

Round One
first

For

Drafted

Rookie
for

selected

with

one of the

ten
shall

overall

picks

in

the Draft the Paragraph
sition

Salary in

the players Fifth-Year

Option
fourth

equal the Tran of the

Tender as

that

applies

the
to

League
Article

Year

that

is

the

year
at

Rookies

Contract

calculated

pursuant
in Article

10

Section
at

for players

the

same position
in

using the most
season
plays

categories

10
and

Section

7a

which

the

Rookie

participated

the
off-

during

his

third

League Year

No

other Salary
for

other than community

the

minimum

workout

per

diem

compensation
subject the Fifth
Salary for to

relations/sponsor permitted
in

appearances Section

or promotional

activities for

the

maximum amounts

3biv
ii

above The entire

is

permitted Paragraph

Year Option
the Fifth-Year the Clubs
shall

Option
exercise

shall

be guaran

teed for injury-related

termination
Salary related for

only
the

effective

upon

of the Option
for skill

The

entire

Paragraph
Salary

Fifth-Year
if

Option
is

be guaranteed Clubs

injury and
roster at

Cap

termination

the player

on

his

Active/Inactive

the start of the players Fifth
iii

League Year i.e the option
Paragraph
Salary shall

year
be considered

The
will

Fifth-Year count

Option

not

Rook
the

ie

Salary

and

not

against

the Total

Rookie
of the

Compensation Pool

or against

Clubs Total Rookie

Allocation

or for purposes

25

Increase

Rule

32

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 49 of 66

Fifth-Year

Option

for

All Other

Selections
in

in

Round One
one
the Paragraph
in the for that

For any
Salary for

other
Fifth

Drafted

Rookie
shall
if

selected

round

the players

Year Option

equal an amount

would apply

fourth
that

League Year of the Rookie

Contract

one
as

calculated set forth

the Transition
in Article

Tender

League Year by using the same
the applicable third through the

methodology
twenty-fifth

10

Section
is

but
in

using
Article

highest
for

Salaries players

as Salary
at

defined
at

10 as opposed
participated

to in

ten highest

Salaries during
his

the position

which
Salary

the Rookie

the most plays

third

League Year

No
for

other

other than the minimum offseason
relations/sponsor appearances
in

workout

per them and compensation
activities

community

or

promotional

subject
for

to

the

maximum
Option be guaran

amounts

permitted

Section

3biv

above
Salary

is

permitted

the Fifth-Year

ii
teed for injury

The

entire

Paragraph

for

the Fifth-Year

Option
exercise

shall

related

termination
Salary for

only
the

effective

upon

the Clubs
shall his

of the Option
for at skill

The

entire

Paragraph
Salary

Fifth-Year
if

Option
is

be guaranteed Clubs
roster

injury and

Cap-related

termination

the player

on

the start

of the players
iii
ie

Fifth

League Year i.e the option
Fifth-Year count

year
Salary shall

The
will

Option
the

Paragraph Total Rookie

not

be

considered

Rook
the

Salary

and

not

against

Compensation Pool

or against

Clubs

Total Rookie

Allocation

or for purposes

of the

25%
to

Increase

Rule
VIII or

Breach
Article after the

Notwithstanding
its

anything
Fifth

the

contrary in Article any unexcused
fifth

Club has exercised from preseason year
shall for

Year Option

late

report

ing to
his

or absence

training

camp by
the
player

player in the
to

League Year of
per day
plus

contract

the option
regular

subject each

fme of 530000

one weeks @0
to

season
in

salary this

preseason
shall

game missed
player and
Salary

Nothing
provisions

section
to

preclude

Club from agreeing
in

contract

relating

the

forfeiture to

of

earnable
set forth

any

League

Year

prior to

the players

option

year

subject

the restrictions

in Article

Section

Section Rookie

Salary Contracts

Cap Treatment For
shall

purposes
to

of

Team 13

Salary

under the

Salary that

Cap
any
the

be

valued

pursuant
in

Article

Section Article

provided
in

performance Rookie

incentives shall

as

described

Section

of

this

year

one

of

Contract

be deemed

likely to be

earned

Section

Rookie

Redistribution

Fund
this

In each the

League Year of
shall create

Agreement

other than

the 2011

League Year

NFL

and

the that

NFLPA
will

fund
the

known
calculation

as the Rookie

Redistribution Costs in the provides
that

Fund
same

the

Fund
as

be deducted
Benefit

from Cost

of the Player
the

manner
with

any

other Player
to

provided
Initial

that

NFLPA

the

NFL

notice
to

prior

the

issuance

of the

Special

Purpose Letter

the

NFLP
the

desires

have

the
shall

Fund and
be S2S

indicates

the amount the

of the

Fund The maximum amount
$50
million for

of

this

Fund

million for
for the

2012 League Year

2013
of the

League Year and 5100 million

2014 League Year League Year by
In each

The maximum amount
annual
in rate

Fund

shall

increase

in

each

subsequent

the

of growth
there
is

of the

Year-One

Rookie

Compensation

Pool

League

Year

which

Fund

33

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 50 of 66

the the

total

amount

of the Fund
to offset

shall

be

distributed

in

proportion

to that

be determined
is

by
as

NFLPA

against

the

portion
to

of

the

Legacy
Veteran

Fund

allocated

Player

Benefit Cost in such
as

League Year ii upon
agreed
to

fund

Player

performance-based

compensation pool
current or retired

agreed
as

by the parties upon
other

or iii for any
forth affect

other
in

new
table

Benefit

for are

players

by the parties Set examples
of the

the

below

examples without
tions

limitation

any

that

various

distribu Cost

would have upon the
of $145
that

calculation

of the Salary the Costs

Cap under
than the

hypothetical Player

Amount
and ii

million assuming Player Benefit

maximum Fund
other

amount

equals $25 million $23 million per

projected

Fund

equal

Club

Required Scenario Declared Distribution

Player Benefit Costs
Salary

Player

Cap

Cost

Fund

per Club

per Club

Amount

$0

$0

$23000000 $23390625 $23781250

$122000000 $121609375 $121218375

$145000000 $145000000 $145000000

$12500000 $25000000

$390625 $781250

34

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 51 of 66

ARTICLE

VETERANS WITH LESS THAN THREE ACCRUED SEASONS
Section

Accrued Seasons

Calculation
of calculating Season
for for total

For the purposes
player shall should
receive

Accrued
each

Seasons

under

this

Agreement
he

one Accrued

season
six

during

which

was

on

or but

have been
irrespective

on

full

pay

status

of

or more include

regular

season
for

games
List

which
was
result

of the players pay

status shall not Permission

games

which the player

on
of

the

Exempt

Commissioner

List

ii the

Reserve

PUP

as

nonfootball

injury or iii
shall

Clubs Practice
an

Squad
Season which
he
for

player

not

receive to
first

Accrued
in

any
to

League Year
report
to in

in

which Club
the

the

player thirt

is

under contract
prior to to

Club and
regular

failed

such

at least

days

the

season

game

of that
for

season or Club
for

which

player thereafter of time

failed

perform

his to

contract the

services

the

material personal
in

period hardship family the

unless such

he demonstrates
failure to

Impartial Arbitrator such
as

extreme

causing

report or perform

severe illness or death

the of

The

determination by

of the Impartial Arbitrator shall be

made

within

thirty

days
to

application

the player

and

shall

be based

upon

all

information

relating

such

hardship
final

submitted

by such
all

date

The

determination

of the Impartial Arbitrator shall

be

and binding

upon

parties

Section

Negotiating
with
less

Rights of Players
than
three

with Less
Seasons
his

Than
whose

Three Accrued
contract has

Seasons may
his

Any

Veteran

Accrued
only with

expired

negotiate

or sign tenders

Player
the

Contract

Prior

Club

if

on or before
Paragraph player
If the

March
Salary player

Prior Club
least

player

one year Player Contract
List as Salary

with
to that

of at

the

Minimum
Tender

Active/Inactive
shall

applicable Rights

receiv

ing such not
shall

be the
to

known
Required

an

ccExclusive

Player

Prior Club has the player

by

that

date

made
free

Tender and
sign

or later withdraws Player
sign

such with

Tender
any

be completely
shall

negotiate
to

Contract Player

Club
such

and any
player

Club
\vithout tion

be completely
penalty

free

negotiate including Rights

and
but

Contract

with

any

or restriction

not

limited

to Draft

Choice Compensa

between

Clubs or First Refusal

of any

kind or any signing petiod

35

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 52 of 66

ARTICLE

VETERAN FREE AGENCY
Section Unrestricted
Subject with four an or
to

Free Agents
the provisions Seasons

of Section
at

below and of
expiration

Article

10

any

player

more Accrued

shall

the

of his Player
free to

Contract
negotiate
to

be
and

come
sign

Unrestricted Contract

Free Agent with any with

Such

player shall be completely any

Player
sign

Club and
such

Club

shall

be completely
or restriction

free

negotiate but

and
not

Player

Contract

player

without

penalty Clubs

including Rights

limited to Draft
to

Choice Compensation between
set

or First Refusal

of any

kind subject

the signing petiod

forth below
that

Signing Period
signed Player Contract with
is

In the event

an Unrestricted
first

Free Agent has not day of the
first

Club by July 22 or the
later in

scheduled

NFL
last

training

camp

whichever

the League Year following Player Contract
at

the expiration

of his the

Player

Contract he

may

negotiate

or sign

from July 22 York
to

until

Tuesday
with
his

following Prior

the tenth week provided
that

of the regular

season

400pm New
has tendered

time only

Club

the Prior Club by June of either
his

the player if his or
into

one year Player Contract
ing Player Contract
Salary
is

of at least 1100 not Player

Prior Year Salary
into as

expir
his as

Contract

he entered
is all

Rookie

Paragraph

if his expiring Player renegotiation contract
in

Contract case with

Player other

Contract terms

he entered

Rookie
cal to his

without

each

of his contract

identi

prior years
total

For the purposes
Salary
to roster

of this Subsection

Pnor
for

Year Salary

means the
of signing

of the Paragraph other the

and reporting bonuses
in

pro-rata portion the playing of

bonus and
football for shall

payments
last

players

compensation most
recently

professional

for

year

of the

players than

negotiated

Player

Contract

except

performance
also

bonuses
any

other

roster

and reporting

bonuses

Prior Year Salary

include
to

unrepaid

loans

made
in

guaranteed

or collateralized

by

Team
ii

or

its

Team
an

Affiliate

player or Player Free

Affiliate

If

Unrestricted Contract

Agent described
following
shall

Subsection tenth

1b

above

has

not

signed
at

Player

by the

Tuesday

the

week

of the

regular in

season
the

400pm New
for

York time the player
of that

be prohibited

from playing
to

football

NFL

the remainder

League Year

absent

showing

the Impartial Arbi

trator

of extreme
shall

Club or extreme personal be made within
to five

hardship of the

The

determination

of the Impartial
be based

Arbitrator information

days

application

and

shall

upon

all

relating

such

hardship

submitted

by such
all

date The determination

of the

Impartial Arbitrator shall be fmal and binding
iii If

upon
does

parties play in the

an

Unrestricted
to

Free Agent Subsection

not

NFL
sign

for

the

remain
day of

der of the
tract

League Year pursuant League Year
the

1bii

above commencing
to

the

first

following with any with

player shall be free
shall

negotiate
free to

and

Player
sign

Con
Player

Club and
such

any

Club
without

be completely

negotiate

and

Contract Draft

player

penalty Clubs

or restriction or
First

including Rights

but

not

limited to or any

Choice Compensation

between

Refusal

of any

kind

signing period In Contract with the event
that

an

Unrestricted

Free

Agent

has the

not

signed

Player of his
last

Club by June

of the League

Year following

expiration

36

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 53 of 66

Player

Contract and
Contract the

if

his

Prior Club has with

not

by

that

date tendered

to

the

player

one
or

year Player has

in

accordance

the requirements continue
sign to

of Subsection

1b
any with

above

withdrawn
shall

Tender
free

the player shall
to

be an Unrestricted
Contract with

Free Agent

and
any

be completely
shall

negotiate
to

and

Player
sign

Club and
such

Club

be completely
or

free

negotiate

and

Player not

Contract

play

er

without

Compensation

any penalty between Clubs or

restriction First

including Refusal Rights

but

limited

to

Draft

Choice

of any

kind or any signing period
to

An
period any of
limitations

Unrestricted

Free Agent shall not
qualify as

be subject

any

limitations

on the
or
to

time before

which

he may

an

Unrestricted an Unrestricted business

Free Agent Free Agent
after

again

on the number Promptly upon

of times he but

may be
than

no

later

two

days

the

signing of the

any

Unrestricted
shall notify

Free Agent to
the

Player

Contract the signing Club shall notify

NFL

which

NFLPA

of such

signing

Section

Restricted

Free Agents

Definition
than four Accrued Seasons

Any
shall

Veteran
at

player with

three Accrued
last

Seasons

but

less

the expiration

of his

Player

Contract

during

such
to free

period
negotiate
to set

become
and
sign

Restricted Player
sign

Free

Agent
with

Any
any

such

player shall any Club player

be completely
shall

free

Contract

Club and
any such

be
to

completely

negotiate
forth in

and
this

Player

Contract

with

subject

the restrictions

Article

Qualifying Offers
of
First

In order to

receive with

the

following
to

specified

Rights

Refusal the

and/or

Draft of
first

Choice Compensation
Free

respect the

Restricted Free Qualifying
as

Agent
Offer
all

Prior Club the

Restricted

Agent must tender

player

on or before

date of the Restricted Free Agent Signing

Period

follows

amounts

applicable for the 2011 Right of
First

League Year only

Refusal

Only one
and
Draft

year

Player

Contract

with

Paragraph

Salary

of at least

$1200000
of
First

Right

Refusal with or

Selection
Salary

at

Players

Original

Draft
set

Round
forth in

one year Player Contract
Subsection
is

Paragraph 11000
if

of at least
prior

the amount years Paragraph

bi1
are

above
in

of the players applies
all

Salary ers
rules

whichever
year

greater

addition

option

other terms
is

of the play
to

prior

contract

carried

fonvard

unchanged

this Subsection

subject

the

of Subsection Right

below
of
First

Refusal

One
of

Second
at least
is

Round

Draft

Selection or

one

year

Player players applies

Contract

with

Paragraph Paragraph of the

Salary

1835000
greater
are in

110%
if

of the

prior years
all

Salary

whichever

addition forward

option

other terms

players prior

year contract

carried

unchanged

and
Right Player Contract
\vith

of

First

Refusal

and

One

First

Round

Draft

Selection or 1100
if

one year
of the

Paragraph Paragraph

Salary

of at least

$2611000
greater
are in

players applies

prior years
all

Salary

whichever

is

addition forward

option

other terms

of the players prior year contract
in

carried

unchanged
in

ii
section

Beginning

the

2012 League Year the
annually

dollar

amounts
if

specified

Sub

above

shall

increase

by

the

percentage

increase

any

in

the Salary

37

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 54 of 66

Cap

over

the prior League of 100

Year

subject

to

minimum

increase

of 500

and

maximum

increase

ci
tenders the
first

Notwithstanding

Subsection

2bi

above

in

the event
in draft

that

Prior Club than
first

any

of

its

Restricted Free Agents originally Qualifying Offer
that

selected

round lower
of one

round

round
receive
stricted

selection

the

ci

requires

Draft the

Choice Compensation
Prior Club
shall

Upgraded

Tender
of
in

only be eligible to
for

Draft Free

Choice Compensation Agents
originally

one second
the
first

round round

selection

any

of

its

Re
such of

selected

of

the

Draft

unless

Restricted Free the

Agents have each Tender

received

Qualifying

Offer

of at least the amount

Upgraded ii

Notwithstanding of
its

Subsection

2bi
requires

above

in

the event
in draft

that

Prior Club lower than

tenders the

any

Restricted Free Agents originally Qualifying Offer
that

selected Draft

round

second round round

Choice Compensation
the Prior Club
selection shall for

of one only

second

selection

the

cii

Upgraded

Tender
third

be
its

eligible to

receive

Draft

Choice Compensation of one
originally selected in

round

any

of

Restricted Free Agents

the second Qualifying

round
Offer

of the

Draft unless such amount
of

Restricted Free Agents have the

each

received

of at least the

cii

Upgraded
In

Tender
the event Prior Club withdraws
its

Qualifying

Offer the Restricted
free to

Free Agent shall immediately
tiate

become
with

Free Agent and shall be any with

completely be

nego
free to First

and

sign

Player
sign

Contract

Club and any Club
any such player

shall

completely subject

negotiate Refusal

and
Draft

Player

Contract

without

being

to

Choice Compensation Signing Period
negotiate

Signing dates

Period or any other
of the period
in

limitation

of any kind
Free

The
and

which
any

Restricted

Agents

shall

be

free

to

sign

Player

Contract

with

Club the Signing September

Period
but
in later

shall

be agreed

upon by the
Signing the Draft

NFL
for

and the be
less

NFLPA
than

by the previous

no event
five

may

such

Period
that

thirty-five

days nor

may
agree

it

end

than

days

before

League Year

unless the parties

other

wise
In
tract

the

event the

that

Restricted Free Period
in

Agent has

not

signed

Player the

Con
Offer Play

with
last

Club within
Player

Signing
if

the League

Year following

expiration

of his

Contract and

the Prior Club has not

withdrawn

the Qualifying or sign than
11

the Prior Club shall be the
er Contract for that

only Club with which the player may negotiate
If

League Year

the players Qualifying
Salary

Offer

is

greater

O%

of

the players
carried

prior-year Paragraph

with

all

other

terms

of his prior year Offer

contract 15

forward
its

unchanged

the

Club may withdraw
sentence

the

Qualifying
as the

on June

and

retain

rights

under the preceding

so long

Club immediately
year Paragraph

ten

ders the player
Salary

one year Player Contract
other terms of his
prior

of at least 11 year contract
for

O%

of his prior forward

with
15

all

carried

unchanged

the

June
ject to

Tender
Player 15

Notwithstanding

the

foregoing

any

Restricted Free

Agent sub
has

the Right

of First Refusal Contract the with

Only Tender Club within

under Subsection
the Signing

2bi1
in to

above who

not
to

signed the June

Period

order to be subject Restricted Free

Tender
Player

Prior Club

must by June
1100

tender
his

such

Agent

one-year

Contract

of at least

of

prior-year Paragraph

Salary

38

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 55 of 66

with

all

other terms

of his prior-year

contract
is

carried

forward

unchanged

or extend

the

Subsection
iii

2b
If

Tender

whichever

greater the CCJune described
in

Tender

Restricted Free Agent

Subsection

2bi
of the

above
regular for

has

not

signed
at

Player

Contract

by the Tuesday
the

following
play

the tenth week
football in

season

400pm New
personal
five

York

time

player shall not

the

NFL

the remain

der of that extreme within

League Year absent
hardship of the

showing

to

the Impartial Arbitrator of extreme of the

Club or

The

determination

Impartial Arbitrator shall be
all

made
such

days

apphcation date

and

shall

consider

information

relating

to

hardship

submitted

by such
all

The

determination

of the Impartial Arbitrator

shall

be

fmal and binding
iii If shall

upon

parties not play in the any

Restricted Free Agent does have
prior the to right to

NFL

in

League Year
Offer

his

Prior with

Team
Section

tender

such

player

Qualifying

consistent

2b
such

the next

League Years Restricted Free Agent Signing
is

Period

In the event
ble rights

Qualifying such

Offer

tendered
to

the Ptior

Team

shall

have the applica
the

regarding regarding

player according

such

Tender
as the

and such

player shall have

same

tights

negotiations

with other Clubs

he

had the previous
provided

League Year
for in

Restricted Free

Agent
of

receiving accepting

Tender

Sections
for

2bi2
lO%
carried

shall

have

the

option

one-year
all

NFL
the

Player

Contract

of his Prior Year Paragraph fonvard
specified
is

Salary lleu

with
Player

other terms
for

of his prior

year contract
alternative

unchanged
in for the

in

of

Contract
if

applicable
regardless

amount

aforementioned

Sections

he

so

wishes

of which

Player Contract

greater

amount
Restricted Free

In the
tract

event
if

that

Agent has not

signed

Player

Con

with

Club and
as

his

Prior Club withdraws player
shall

the Qualifying
free

Offer
to

or June

or June
sign

15

Tender

applicable with any

such

be completely

negotiate
sign

and

Player with

Contract

Club and any
any penalty Clubs

Club may negotiate
including Rights

and

Player
limited

Contract

such

player

without

or restriction or First Refusal

but of any

not

to Draft
signing

Choice Compensation period

between

kind or any

Promptly upon
any Restricted Free Agent to Qualifying the

but

no

later

than

two
or the

business

days
to

after

the

signing of

Player
the

Contract

extending

any

Restricted Free the

Agent of
shall notify

Offer

signing or extending

Club

shall

notify

NFL
due

\vhich

NFLPA
Draft

of such

signing or offer

Choke
unless the

Compensation
Offer Sheet
in
is

under

this

Article

shall

be

in

that

League Years Draft
days before
in that

received

by the Prior Club

later

than

two
be

League Years Draft

which

case Draft

Choice Compensation

shall

due

the following

League Years Draft
the foregoing the player
in

Notwithstanding Restricted Free Agent has
that

the

event

that

the
in

Prior Club

of
least shall

tendered

Qualifying

Offer

an then

amount
the

at

S500000 have don

greater

than
First

required by Subsection

2bi4

above

Club

Right of

Refusal
in

and Draft
Offer

Choice Compensation of One
to

First

Round Selec
the

and any
ability shall

provision
to

an

Sheet

such

player \vaiving Player or

or limiting

New
in

Clubs
future

designate

the player as

Franchise

Transition

Player
in shall

the

not

be

Principal as

Term
result

and therefore need not
of matching such Offer

be included
Sheet

contract

formed with the Prior Club

but

be includ

39

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 56 of 66

ed

in

contract

formed

with

the

New

Club

as

result

of the Prior Club not

matching

such

an Offer Sheet

Section

Offer

Sheet and Right of First Refusal Sheets

Procedures
receives

Offer Player Contract

When
shall

Restricted Free Agent

an

offer

to

sign offer

from any Club the
to

New Club
give
to

other than

the Prior

Club which
certificate

the player desires
stantially in

accept he

the Prior Club hereto
shall

completed

sub

the

form of Appendix

attached

the Offer Sheet
contain the Principal

signed

by the as

Restricted Free Agent and the

New Club

which

Terms

defmed
identify

below of the
in

New
Sheet

Clubs offer The
those provisions
it

New

Club and the player must
are

specifically

the

Offer
five

they beheve the have

Principal

Terms The
exercise set

Prior not

Club
exercise

within
its

days of

from the date
First

receives shall

Offer the

Sheet may
legal

or

Right

Refusal

which

consequences

forth

below
First Refusal Free Agent attached but not

Exercise Notice
Exercise days

If

the

Prior Club
in

gives

the

Restricted

First Refusal
five

Notice

substantially

the

form of Appendix
an Offer

hereto within
later

from the date the Prior Club
the Draft unless the
parties to

receives

Sheet
such

than

one day

before

agree

otherwise
into

Restricted Free Agent and the Prior Club shall be

deemed
Player

have entered

binding
all

agreement which they
Principal Contract favorable

shall to

promptiy formalize in
Subsection
Principal

Contract containing
terms of the

the

Terms
not
to

subject

below
Terms and
in

ii those
iii

NFL

Player
less

modified

by the

such

additional as

terms not

the player than

those

contained

the

Offer

Sheet

may be agreed
not

upon

between

the Restricted Free Agent and the Prior Club

No
player and the
shall

First Refusal

Exercise Notice
Exercise
to

If

the Prior Club does within

give

the the

Restricted Free Agent the First Refusal

Notice have

the applicable period
into

New

Club

shall

be deemed
in

entered

binding
all

agreement
the Principal

which they

promptly formalize
terms

Player

Contract containing
not modified

Terms ii
and
iii

those

of the

NFL

Player
less

Contract
to

by

the

Principal

Terms
those

such
in

additional the Offer

terms not Sheet
as

favorable

the Restricted Free Agent than

contained

may be agreed
Club the Draft

upon

between

the Restricted Free Agent Prior

and the Club
in

New

Club subject from the of
this

to

Section

below
that its

and the Restricted Free Agents Choice Compensation
does not
if

shall

receive

New

any
in

specified

Section

above

Article or

Any Club
choices

have available
choices event
in

the

upcom

ing

Draft the needed

selection to

choice

own

or better
in

the

applicable

rounds
Refusal

provide

Draft not

Choice Compensation
sign

the

of

timely First

Exercise

Notice

may

an

Offer

Sheet

in

such
to

circumstances reduce

The

player such

and the
contract the

New
until

Club may not renegotiate
after

such

Player

Contract covered such
after

the Salary

in

the

end of the Club may

first

regular

season option
in

by the Contract Neither
Contract
that
first

player nor the
in

New

exercise

an

Player the

reduces regular

Salary

the

first

League

Year of such

contract

until

end of the

season

covered

by the Contract

One
stricted

Offer

Sheet
at

There may be only one Offer
any

Sheet

signed Sheet

by
has

Re
also

Free Agent

outstanding

one time provided
or after
it is

that

the Offer
to

been signed by

Club

An

Offer

Sheet before

given

the Prior

Club may

40

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 57 of 66

be revoked or withdrawn
Free

only by the events

Clubs the with

upon

the written

consent
shall shall

of the

Restricted
free to to

Agent

In

either

of such

Restricted Free any

Agent Club
Free

again be

negotiate negotiate

and and

sign sign

Player Player

Contract Contract of

Club and

any

again be free subject
to

with

such

Restricted

Agent

the
as

Prior Clubs described

continued section

Right

First

Refusal

and/or

Draft

Choice Compensation

in this

Principal
Principal

Terms
Sheet
shall

For the purposes
shall

of this Article

and
and

Article

10

the

Terms

of an Salary

Offer

include

only
of the
fixed specified dollar

which
will

consist

only

amounts
his

the

New
in

Club

pay

guarantee
as

or lend to

the Restricted Free Agent and/or
in specified

designees

currently

and/or

deferred
his

compensation
as

installments the

on

specified

dates

consideration

for

services

football

player under
roster the

Player

Contract
Salary

@.e
that

signing
is

bonus

Paragraph
is

Salary
to

and reporting and
only upon the Offer he
enters

bonuses and
bases
in

variable

and/or

subject

calculation

following

based
centives

upon
which

the
are

performance
likely
to

of the Club

extending
if

Sheet
into

only
Player

those

be

earned
to

by the player

Contract Prior not

with

the
for

New

Club

pursuant

Subsection Right Offer of

above
First

must be matched and such

by the

Club
exceed
to

the purpose of exercising of the Salary
in the

Refusal

incentives listed in

may

15%

Sheet and
additions
to

League honors

Exhibit

Article

13 and Any
modifications of and the terms cnntained
to in the

ii
Player Contract
that relate to

NFL

requested

by

the

Restricted Free Agent and acceptable terms including guarantees
as

the

New Club
trade

non-compensation
Restricted Free

no-cut and no
player to

provi be

sions

of the

Agents

employment

football

which
changes

shall

evidenced written

either

by

copy

of the

NFL
in

Player Contract marked
to the

show

or by

brief Qii

summary Term

contained

or attached

Offer

Sheet
no Offer
the Old
that

Notwithstanding
that

Subsections
create to rights

and ii above
or obligations

Sheet

may con
that differ

tain in the

Principal

would
not

for

Club

any way

including
in

but

limited

the amount

of compensation

would be paid
in

circumstances other

which compensation would be
rights

guaranteed
vest

or the circumstances
rights

which
that

contractual

\vould
create

or would not
for

from the
the

or

obhgations

such

Principal

Term

\vould

the Club

extending

Offer

Sheet

i.e no

cpoison

pills

No
ty

Property or Investments
Salary as

or investments

other than

Club may not offer any item of proper Terms contained in an Offer part of the Principal

Sheet Incentives
only those incentives which with
for

For those incentives which
are

are

based

on Club performance
if

likely

to

be earned
to

by the

player

he

enters

into

Player

Contract

the

New

Club

pursuant

Subsection Right

above

must be matched

by the Old Club

the purpose

of exercising

of First Refusal consideration
to

No
any kind
to

Consideration

Between
Club
in

Clubs There may be no
exchange
for

of

given

by one Club to
its

another

Clubs decision
for

exercise to

or not

exercise to

Right an

of First Refusal Sheet
to

or in exchange Restricted Free
\vith

Clubs
or to

decision

sub
to in

mit or not

submit
to

Offer

Agent

make

or not

make

an

offer

enter into

Player

Contract

Restricted Free

Agent Nothing

41

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 58 of 66

this

Subsection
to

shall

preclude

Prior Club

from entering
trading
that

into

Player

Contract
that

with

player subject
tract to

Tender and subsequently Club
provided
that takes

player under

Player
in
its

Con
of the

another

the player and the the Signing

NFLPA
If

must approve
exercises that

advance
Right
to

any

such

trade that

place during an Offer Offer Sheet

Period Club one

Club
not

First

Refusal
that to

and matches
the

Sheet
for at

that

may

trade

player the

Club

submitted such

least

calendar

year

unless

player

consents

trade Right of First Refusal rule practice any
to

NFL Only No
agreement including
or Transition Contract the Player any Right pursuant

policy

regulation

or

of First Refusal
to Article

applicable to apply

Restricted Free Agent the signing of Player than

10

below may
as

with

or the playing with Restricted
in in

any

club in any

professional agreed

football

league other
in

NFL

by any
forth

Free Agent

except
This
as

by the
applies

player to

the

circum
of
First

stances Refusal

set

Section
this

below

prohibition described

any

Right

described

Agreement

except
Right

in

Section

below
to

No
Club except
stances Refusal any
set as forth

Assignment
in

No

of First Refusal or as agreed prohibition
as

may be assigned
by the player
to in

any

other

provided
in in

Article

Section This

the

circum of
First

Section
this

below

applies in

any

Right

described

Agreement
with

except
to

described

Section

below

including Players or

Right

of First Refusal described

respect

Restricted Free Agents

Transition

Drafted

Rookies

in Article

Section

giving of an thereof
later to

Copies Promptiy upon but no later than two business days after the Offer Sheet to the Prior Club the Restricted Free Agent shall cause copy
to

be given two

the

NFL

which
the

shall

notify

the
First

NFLPA
Refusal

Promptly upon but
Exercise
to

no
the

than

business

days

after

giving

of

Notice
to

to

Restricted Free

Agent
the

the Prior Club shall cause

copy thereof

be given
Offer
to

the
to

NFL
Prior
to

which

shall

notify

NFLPA

At any

time after

the giving of an

Sheet

Club

the

NFL

may

require the

New
Sheet

Club

to

cause

copy

thereof

be given

the

NFL
term

and the

NFLPA
Disputed
Offer or
is

In

the event

of any dispute
that

regarding

whether
any

in

an

Offer

Sheet

is

not
is

Principal an

Term

must be matched
pill

including
to

dispute

regarding

whether

term

impermissible Right expedited

poison

designed
the

discourage
shall

or prohibit the presented
to

Prior Club from exercising Impartial Arbitrator
for
all

of First Refusal resolution
that

dispute

be

the

under Section
to

below by
to

The

Impartial Arbitrator shall identify

of the terms

would have
such

be matched
in

the Prior
exercise

Club and
Right

the

Prior Club shall

have two

days

after

decision

which

its

of First Refusal

Section

Expedited
decision

Arbitration
shall

An

expedited

arbitration

before

the

Impartial Arbi be the exclusive

trator whose

be fmal and binding
set forth in

upon
this

all

parties
If

shall

method

for

resolving the

disputes

Section
as

dispute

arises relating

between
to their

the player and either respective
obligations

the Prior Club or the
to

New Club
binding

the case

may be

formalize

their

agreements
is

created

under Subsections
the Restricted Free such dispute

3b
shall

or

above

or as to

whether the binding

agreement

between

Agent and the

New

Club or the Restricted Free Agent and the Prior Club
to

immediately

be submitted

the

Impartial Arbitrator

who

shall

resolve

such

dis

42

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 59 of 66

pute

within

ten

10

days

but not

in

no event

later

than

two

days any

before

the Draft

The

Impartial Arbitrator shall

have

the power the with

to

terminate
to

such

binding binding
the

agreement agreement
Offer

he
into

shall

have

the

power
in

only to

direct

parties

formahze such Terms
of

Player
as

Contract

accordance

the

Principal

appllcable

Sheet

interpreted

by the Impartial Arbitrator

Section

Individually

Negotiated

Limitations on Player
limitations

Movement
are

All individually

negotiated
as

on player movement

prohibit

ed

except

as specifically If

provided

follows

Restricted Free

Agent has

been tendered
stated in

Qualifying Section
is

Offer

of or

Paragraph
at \vith
is

Salary

of at least the applicable amount Paragraph

2b1
to

above

least
all

1O

of his prior years

Salary
carried

whichever fonvard

greater the

in each

case Offer

other terms guaranteed

of his prior year contract
for
skill

and

Qualifying

fully

and injury the Restricted Free Agent and
an
individual

his

Prior Club the

may
ser

negotiate
vices

and contract
player

for

Right

of First

Refusal

with

respect

of such

II
for

Any

Unrestricted

Free Agent shall be permitted any

to

negotiate
to the

and contract
of such

an

individual

Right

of First Refusal with

Club with respect

services

player
@ii

Any

player other

than any
all

Free

Agent

\vith

less

than

three

Accrued
in

Sea
his

sons

is

prohibited Contract or

from negotiating
othenvise players
plaster that
is

individual are

limitations

on

his

movement
any

Player

and

Clubs

prohibited

from negotiating

such

limitations

with such

iv
may
for

Any Any

designated an individual of First

Franchise Right Refusal be

Player

or

Transition with any

Player

not

negotiate

and contract
individual

for

of First Refusal
that
is

Club

Right

negotiated

and contracted
unless hereto
it is

pursuant
in

to

Subsections

or ii above signed players
free

shall

void

and unenforceable form annexed
tight that

specified

separate

document
such
to

by such
waiver

player in the of the

as

Appendix
have

acknowledging
this

express

Free

Agents

under

Agreement

be

of any

Right

of First Refusal

restriction

on

their

freedom of movement
Rights traded

of

First

Refusal

negotiated

pursuant

to

this

Section

may

be

or assigned as part of

players contract

Section

Notices Any

Etc
Offer

Sheet

First

Refusal

Exercise

Notice

or other writing required

or permitted
al

to

be

given

under

this Article

or Article
electronic class to

10
mail

shall in

be sent

either in

by person
case

delivery

or

by copy

overnight
shall also

mail or by be sent by Club

.pdf
as

form

each

confirmation

first

mail addressed Club
at at

follows address of such office
to the

To
Club
as

any

NFL

additssed of the

that

the principal
principal

then

listed

on the records

NFL

or

the

Clubs

attention

of the Clubs

president or general manager

ii
gust

To
345 Park

the

NFL

280 Park
to

Avenue

New York New
of the Executive

York
Vice

10017 after

Au

2011

Avenue

the attention

President

Labor

League Counsel

43

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 60 of 66

iii
if

To

Restricted Free

Agent

to

his

address listed on the Offer Offer Sheet

Sheet
lists

and
such

the Restricted Free Agent designates address

representative on the
shall

and

representatives dress

thereon

copy

be sent

to

such

representative at such

ad

and

iv
ington

To
20036

the

NFLPA
Sheet

63

Gene Upshaw
be deemed

Place

1133

20th

Street

NW

Wash

DC

An
Club
First

Offer

shall

given

only

when

received

by the Prior

Refusal

Exercise

Notice
or Article

Qualifying 10
shall

Offer

and any
given

other writing required

or permitted

under

Article

be deemed

when

sent by the Prior

Club
Subject
to Article

17

Section

the

NFL

shall

have the

right

to

prepare

and

circulate Social

to

all

Clubs

two

lists

containing

respectively college of each

no more
position

than

the

name ad
of
First shall

dress

Security

number
Draft

telephone

number

Team
as

Right

Refusal has

and/or

any

Choice Compensation
Free
first

and every player who

or

become

an Unrestricted

Agent ii

Restricted Free

Agent
also

of the end of

the League
list

Year
to

or as of the

date of the

Signing

Period respectively

and no other
tight to

relating
lists

Free Agents the same or

Free Agent Lists The
information
identifying eligible for

NFL
did

shall are

have the
to

prepare or

with

players

who
not

subject

Franchise Free

Transition

Tender

who

were

but

receive
shall

Restricted not
Lists

Agent of Exclusive
withheld lated
for

Rights
players

Player but not

Qualifying others the
If

Offer Information

be
are

selectively

some

one or more Free Agent

so circu

copies

thereof shall be sent to

NFLPA

44

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 61 of 66

ARTICLE FRANCHISE
Section
each

10

AND TRANSITION PLAYERS
Except
its

Franchise
shall

Player
to

Designations
designate Franchise

as

set

forth

in

Section otherwise the

below be an
this

Club

be permitted Agent
as

one of
Player

players

who would
during

Unrestricted

Free

each

season

term of

Agreement The
Free chise Player sign Player
shall

player so
as set

designated
forth in

may be one who

would
any

otherwise
that

be

Restricted

Agent Except
be

Section

2ai

below
such
is

Club

designates

Fran
or the

the only during

Club with which
the

Franchise

Player

may

negotiate

Contract

period

the player
for the

so designated
to

notwithstanding Franchise

number
begin

of his Accrued

Seasons The period
day preceding

Clubs
first

designate

Players will
will

on the twenty-second

day

of the

new League Year and
the
first

end

at

400 p.m New

York

time

on the

eighth

day

preceding

day

of the

new

League Year

Section

Required

Tender
as

for

Franchise
in

Players below
is

Except
Franchise Player
shall

provided
the

Subsection designation
potential

any

Club

that

designates

on

date

the

made

notify

the

player

and the
selected

NFLPA
shall

which one of the following Nonexciusive

two

required tenders

the Club has Franchise

Franchise
Contract

Tender
for

The

Nonexclusive of the
forth five in

Tender

be

one year
for players

NFL
at

Player

the average
categories set

largest Prior Year

Salaries at

the position Player be

within the
in

Section the of

7a

below

which

the

Franchise average
at

participated

the

most

plays

during

prior Leagne the Franchise dividing the

Year which
Tags
for

shall that

calculated for

by
the
five

summing
preceding
for

the

amounts

players

position

League Years
the
five

resulting

amount

by

the

sum

of

the

Salary

Caps

preceding

League

Years

using the average of the amounts of the 2009 and 2011 Salary Caps as the Salary Cap for the 2010 Leagne Year and the resulting amount multiplying by the percentage
Salary

Cap

for

the upcoming the

League Year

e.g when

calculating

the for

Tender
players

for at

the 2012
that

League
tion for

Year dividing
the

aggregate

sum

of the Franchise aggregate

Tags

posi
the
for

20072011
League Years Year

League

Years

by the

sum

of the Salary

Caps

for

2007

2011

and multiplying

the result

by the amount See

of the Salary
for

Cap

the 2012 Leagne
tive

the

Cap
to

Percentage

Average

Appendix
is

an
if

illusrra

example
the

or

120
pursuant Contract Draft
to

of his

Prior Year Salary Subsection

whichever the

greater

the

Club
to

extends negotiate

Tender
Player
that

this

player shall
player

be permitted
to

with

any

Club

as

if

he

were
first

subject draft

Section
shall the

below

except

Choice Compensation
such player in the
shall

of two he

round
the

selections

be made with
Signing Period

respect
for

event

signs

with

New

Club and

such

player

be

determined
is

under Section

14 below

For purposes

of
ries

this

Subsection the

the Franchise

Tag
the

the average

of the five largest Prior Year Sala
the

i.e

Franchise
for the

Tag

for

2010

League

Year equals
at that

average

of

the

five

largest

Salaries

2009 League Year

for players

position or
Franchise
largest

ii one year
Contracts

Exclusive Franchise

Tender

The

Exclusive

Tender
Salaries

shall in

be

NFL

Player

Contract
as

for

the average

of the five

Player Period

for that

League Year

of the end of the Restricted Free Agent Signing

45

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 62 of 66

that

League Year
set

as

set

forth in Article
in

Section

2e

for

players

at

the position
in

within

the categories during

forth

Section

7a

below

at

which he participated
of the Required

the most plays

the prior

League Year or whichever
is

the amount

Tender

under Subsec

don

above

greater designates player as
is

Any Club
shall

that

Franchise

Player
to

for

the third time tendered of
set

on the date the one year

third

such

designation
for

made
greater

be deemed of
the

have average

the
five in five in

player
largest

NFL
with

Player
for

Contract
players at

the

the

the
forth

Prior Year Salaries

the

position

within

categories

Section
largest

7a 7a

below below

the
for

highest
players

such
at

average
the position

l20% of
within
in

the

average

of the
set forth

Prior Year Salaries
at

the

categories plays

Section

which

the player

participated

the

most

during

the

prior

League Year or
nated
as

1440

of his Prior Year Salary
for

By way
the

of example

kicker

desig
have
Salaries

Franchise

Player

the

third

time the

in

2014 League
of the
five

Year would
largest

Required
for iii chise

Tender

equal to

the

greater

of

average

2013

quarterbacks

144

of the
for

ii 12O% of the average of the five largest 2013 Salaries for players own 2013 Salary If the Club designates the player
the
third

kickers
as

or

Fran

Player

time the designating
or sign

Club

shall

be the only Club with which
such player as Transition

the player Franchise

may

negotiate
for

Player Contract

In lieu of designating such

Player
to If

the third

time any Club may designate

player as

Player pursuant

Section

below
to

player subject Player of lack
services for

Franchise
shall

Player

designation
if

accepts

the Required contract
in
is

Tender

the resulting because
his

Contract

be

fully as

guaranteed
result

the players
injury to

terminated

of comparative

skill

of an due

sustained

the

performance of
tion to create

under

his

Player

Contract and/or

Clubs determina only any
excellent

Room

Salary to

Cap

purposes For purposes

of this Subsection or maintain appointed proceeding
that his

contract

termination

due

the failure of the player to
to

establish

physical condition
ties

will

be subject
will

review

of

neutral physician
in

by the par
relating to

whose

physical fmdings

be

conclusive
at

any the

arbitration

the
takes

physical condition place within

of the player

the

time

of

exam
this

provided

such

exam

twenty of

20
such

days

of the contract

termination forth Section

Any
drawn
at

the
if

Required

Tenders
is

set

may be with
becomes
sign

any

time but

Tender
thereafter

withdrawn
completely

the player immediately
free to

an

Unrestricted Contract Player not

Free Agent and any

is

negotiate
free to

and

Player
sign

with

Club and
any such

any

Club

shall

be completely
any penalty Clubs

negotiate

and

Contract

with

player

without

or restriction or First Refusal

including Rights

but

limited

to Draft Choice Compensation between
signing period

of any

kind or any

For the purposes
graph
regular Salary

of this Article
if

Salary
contract pro the

means
is

the

total into

of the the

Para
first

reduced

proportionately

the

entered portion

after

season

game
to

roster players

and reporting
in

bonuses
for

rata

of signing

bonus
football

and other payments
for for

compensation most
roster

playing

of professional Player

the

applicable year of

the players other than

recently

negotiated

Contract except
shall also in

performance
any
to

bonuses
loans

and reporting
or

bonuses by

Salary

dude

unrepaid

made

guaranteed

collateralized

Team
Salary

or

its

Team

Affiliate

player or Player

Affiliate

Prior Year Salary means the

as defmed

46

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 63 of 66

in er

this

Subsection

for

the

last

League Year of the players most

recently

negotiated

Play

Contract The
calculation

of

any

five

largest

Prior Year Salaries
for

shall

include

any
to

Player Section

Contract

resulting

from acceptance
provided but the
shall

of
that

Tender
the

the

Prior Year pursuant during of any
the

2a

or
to

ii above the Tender
after

player played the

Prior League of Player of the

Year pursuant
Contract

not

include

amount

term

renegotiated

Monday
for

of the tenth week incentive

of the
to

regular treated

season
as

Prior League

Year

that

provides

an unearned

be

signing bo

nus

The

calculation

of any

five

largest

Salaries

for

the current League
to

Year

as

of the end of the Restricted Free Agent signing period
shall

pursuant

Section

2aii
for

above

include

any

Player
to

Contract Section

resulting

from acceptance ii above
but

of any

Tender
that the

the Prior

League Year pursuant
during Contract

2a

or
to

provided
shall

player played any Player

the Prior League Year pursuant

the Tender

not

include Contract

amount

resulting

from

renegotiation

of an existing

Player

between term of
season signing

the time of the designation Player Contract

and any applicable
after

later

date or ii the amount of the be

of any
regular as

renegotiated

the

Monday
for

of the tenth week incentive
to

of the Prior League Year that

provides

an unearned

treated

bonus
If

Franchise

Player any
to

receives

Nonexclusive
in

Franchise
tn

Player

Tender

pursuant

to

Sectinn the
in

2ab
Clubs
future

above
ability shall

provisinn designate

an

Offer

Sheet

such

player vaiving or Transi not be

or limiting
tion

New
the

the player as

Franchise

Player

Player
in

not

be

Principal
as

Term
result

and

therefore

need
such an

included Sheet

contract
shall

formed with the Prior Club
in

of matching

Offer of the
to

but who

be included

contract an Offer

formed with

the

New

Club

as

result

Prior Club player Player

not

matching such
designated
to as

Sheet

This
in

Subsection
lieu

shall

not
as

apply

was

Transition

Player

of designated Player
is

Franchise

pursuant

Section

3a

below
of such

or to

any other Transition

The
Article prior

definition rata

of

signing

bonus

for

this Article

the

same

as

that

in

13 The
Player

pro

portion the

signing bonuses includes
acceleration rules for

prorated

amounts

from

Contracts

Salary

Cap

unamortized

signing bonus

amounts

do not apply

to

the calculation

of the Franchise

and Transition

Tenders

Transition

For purposes of calculating the minimum Tenders to Franchise and under this Article if the present value of any deferred Paragraph players
in Article

amount
Paragraph

as defmed amount

12

Section

6aii

is

at

least

$100000
present

less

than

the

initial

before being present

valued

then

the

value

amount

shall

be used

Any Club
York
first

designating

Franchise

Player

shall

have

until

400

p.m New
the

time on

July

15 of the League Year
for

or

if

July 15

falls

on
effect

Saturday or Sunday
to sign sign

Monday

thereafter or

which

the

designation
that

takes

the only

player to

multi-year Player

contract with
after

extension

After

date

the

player

may

one year

Contract
until

his

Prior Club for that
last

season and such

Player

Contract

may

not

be

extended

the Clubs

regular

season

game

of that

League Year

47

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 64 of 66

Section

Transition Player Each
Club

Designations
be permitted to
designate in

shall as

one

player

who would

otherwise
in

be an Unrestricted Free Agent
each League

Transition Player of
this

the Final

League Year In addition
shall

Year during

the

term

Agreement

each

Club

be

pemiltted

to

desig

nate one player
as

who would
in
lieu

otherwise

be

an Unrestricted Free Agent or Restricted Franchise
to the the

Free Agent
Player desig

Transition Player
is

of designating
in addition

Player

if

such

Franchise

nation
the

available

to

such

Club

Transition

Player

designation

pemiltted by
the

immediately
designation

preceding period

sentence

during
for

same
to

designation

period

as

Franchise
will

Player

The

period

Clubs
first

designate of the

Transition

Players

begin

on the twenty

second day preceding York
time on

the

day

400 p.m New
Year

the eighth

day

preceding

new League Year and will end at the first day of the new League
shall

Any Club
First

that

designates

Transition

Player the
to

receive of
his

the Rights

of

Refusal

specified

in

this Article shall

notwithstanding
free

number
negotiate

Accrued
sign

Sea
Player

sons

Any

Transition any

Player

be completely from the
to

and

Contract

with

Club during
of his
last

the period

first

day

of the League

Year follow be completely

ing the expiration
free to

player contract Player
limited

July with

22 and
such

any

Club

shall

negotiate including

and

sign

Contract

player

without

penalty

or

re

striction

but
to

not

to Draft
Right

Choice Compensation
of First Refusal

between
in this

Clubs

of

any kind subject

only

the Prior Clubs

described

Article

Section

Required

Tender
that

for

Transition Players
Transition expiration Player
shall

Any Club
day of the

designates the

be deemed
last for at

on the
to

first

League

Year following
the player
largest

of the players

contract the

have

automatically centage

tendered

Average
set

of the ten
forth in

one year NFL Player Contract Prior Year Salaries for players

Cap

Per

the position Player

within

the categories
in

Section the prior

7a

below

at

which the Transition
shall

participated

the most plays

during
as in

League Year which Average above
or
at

be

calculated

using

the

methodology
is

Section

2aiA

120%
any

of his

Prior Year Salary
if

whichever withdrawn
completely

greater

The Tender

may be withdrawn
becomes
sign

time but

such

Tender

is

the player immediately
free to free

an

Unrestricted with

Free Agent and thereafter any with

is

negotiate
to

and

Player
sign

Contract

Club and any Club
such player without

shall

be completely
penalty Clubs

negotiate including Rights

and
but

Player
limited

Contract

any

or restriction or First the Refusal

not

to Draft

Choice Compensation between For purposes
of the ten the of
this

of any
for

kind
any

or any

signing period
is

Subsection

Transition
for

Tag
at

League Year i.e

the average Transition
for

largest

Prior Year Salaries

players

that

position
largest

the

Tag

for

2010
for

League Year equals the average
players at that

of the ten

Salaries

the

2009 League Year

position

The

calculation

of any Player
to

ten largest

Prior Year Salaries
resulting

pursuant

to

Section

4a

above

shall

include

any

Contract Section

amount

from acceptance above
but the provided not

of

Ten
the the tenth

der for the Prior Year pursuant player played the Prior League

2a
to

2a
such

ii or

4a

that

Year pursuant
Contract

Tender
after

shall

include of the

amount

of

any

term of

Player

renegotiated

Monday

48

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 65 of 66

week of
tive to

the regular
treated If as

season

of the Prior League Year that

provides

for

an

unearned

incen

be

signing bonus player subject Player of lack
to

Transition
shall

Player

designation
if

accepts

the Required contract
in
is

Tender

the resulting because

Contract

be

fully as

guaranteed resuh

the players
injury to

terminated

of comparative

skill

of an

sustained

the

performance don
to create

of his services

under

his

Player Contract and/or

due

Clubs determina only any
excellent

Room

for

Salary to the

Cap

purposes

For purposes

of this Subsection or maintain appointed proceeding
that his

contract

termination

due
be

failure to

of the player to of
neutral in

establlsh

physical condition
ties

will

subject will

review

physician
arbitration

by the par
relating to

whose

physical fmdings condition of the

be

conclusive the time

any

the physical
takes

player at days

of the

exam

provided

such

exam

place within

twenty

20

of the contract

termination

Section Transition
to

Right of First Refusal
Player
shall at the

for Transition Players of his prior
ear

Any

player designated

as

expiration with any

Player

Contract be
Player
shall

permitted such Prior

negotiate
offer

Player

Contract

Club
player

When
desires player

the Transition
to

negotiates
to

an

with

New Club
Terms
days nf First

which the

accept

he

give

the
shall

Club
tain

completed Offer Sheet signed
the Principal
five

by the
in

and the
of
the

as defined from
the

Article
it

the

New Club New Clubs

which
offer

con
Prior

The

Club

within
its

date

receives shall

Offer

Sheet may

exercise fnrth

or not
in

exercise tions shall

Right

Refusal

which above
player have

have

the cnnsequences
that

set

Sec

3b

and

of Article
to

except

no Draft

Choice Compensation
of those provisions
obligations as for

be made with respect Club
shall

such

and
the

for

the purposes
rights

the

player and each
stricted

otherwise

same

and

Re

Free

Agent

Section the
as

Lists
shall

On

each
to

date following the

the dates
list

set

forth

in

Sections

and

above

NFL

provide Player or

NFLPA

of each

Unrestricted

Free Agent

designated

Franchise

Transition

Player

Section

Salary

Information
of each
disclose to

Agreement
largest for

the

No later than February NFL shall compile and
for players at the

League
the

Year during
list

the

term

of

this

NFLPA
positions
at the

of each
shall

of the ten

Prior Year Salaries average

the

following of

which

be

utilized

calculating

Prior Year Salaries

players

positions Receiver

of Franchise Tight

Players and Transition Offensive

Players

Quarterback
Interior

Running

Back

Wide

End

Line Defensive

End
than

Defensive

Line Linebacker

Cornerback

Safety

and Kicker/Punter

No
Signing compile
players lating

later

ten

days

after

the the

last

day of

of
this

the

Restricted the

Free

Agent
shall for

Period

in

each
to

League Year during
the
set

term

Agreement

NFL
Salaries for

and
at

disclose

NFLPA
in Salaries

list

of each

of the

ten and five largest
shall as

the positions

forth

Subsection of players
at

above which
such
the

be

utilized
last

calcu of the

the applicable average Free

positions

of the
in

day

Restricted Offer

Agent Signing

Period

including

amount

of Salary

any

executed

Sheets

49

CASE 0:11-cv-03012-SRN-JJG Document 15-2 Filed 12/02/11 Page 66 of 66

Any
within each
to

dispute

concerning category

the

identity

and

Salaries

of

players

included
shall

player position

or any

other matter

regarding

these figures

be

submitted
to

and resolved

by the Impartial Arbitrator during
twenty-five days
after

the period

from February

February

15

or within

the

last

day
shall

of the Restricted Free Agent

Signing mination consider relevant binding

Period respectively
in

The

Impartial Arbitrator
at his

make an

independent Arbitrator access

deter
shall to
all

writing

In

arriving

determination
to

the
shall

Impartial

any

relevant information Contracts parties

furnished

him

and

be provided
shall

Player

The

Impartial Arbitrators

determination

be

final

and

upon

all

Section

No
Player

Assignment
negotiating

No
of

Club may
or any

assign

or

otherwise

transfer
it

to

any

other any

Club the exclusive
Franchise nor any

rights

Right
it

of First Refusal

may have
Transition

for

nor any
rights

Right
it

First

Refusal

may have

for

any

Player

designation

may have
Period Club may designate
specified in

Section Player

Franchise
only during the

Player Designation
periods
to

Franchise

and

in

the numbers expires

Section

above

other

wise

the

Clubs

right

such

designation
rights as

However

Club may designate
respect player
to
is

player to

whom

the Club has

Franchise
for

Player with

any

first

future

League Year during
an day Unrestricted of the
first

the term of this Agreement

which such

anticipated to be

Free

Agent For

any

such

players

the Club shall
takes for for

be deemed
effect to

on the

first

future League Year in which the player of
set

the designation Player Contract

have

automat

ically

tendered

one year
five

NFL

the
players

applicable Cap
at

Percentage within
plays tion

Average

the

largest

Prior Year Salaries

the
in

position the most
in

the categories during the

forth in Section

7a

above

at

which he

participated set

prior League

Year

calculated

using

the methodology Salary

forth
is

Sec

2a
as

above or
provided the
in

1200

of the players Prior-Year

whichever

greater
to this in

except Section Section
that
if

Section

2b

above
to

If

Club designates used the Franchise
takes in

player pursuant Player

Club
for

shall

be deemed
year in which
to

have

designation

above

the

the

designation

effect the

provided

however
suffers

player designated
injury

become
that
is

the Franchise prevents unavailable

Player

future retires
in

career-ending
secutive

or

an

injury

the player from participating
for
is

32

con
injury

regular

season

games
before

the

season

due

to

non

circumstances through
tied to

beyond

the control

of the such Player

Club

or

assigned to
is

another

Club other than
shall as to

the waiver designate
is

system

designation
for that

exercised

the Club

be

enti

new

Franchise

League Year Any dispute

whether consec

an

injury

career
shall

ending

or prevents

or will prevent

player from playing in 32

utive

games

be decided

by the Impartial Arbitrator

Section Player

10 Transition Player Designation or
players only the during the periods
to

Period and
in

the

Club may designate numbers specified
expires

Transition
in

Section

above

otherwise

Clubs

right

such

designation
as

However
with

Club may
respect
to

designate
first

player to

whom

the Club has rights the term any

Transition

Player
for

any

future

League

Year during
Free

of this Agreement such
future

which

such

player the

be

comes

an

Unrestricted

Agent

designation

exhausts

Clubs

50

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 1 of 59

designation another an

right as

and
Free

does

not

move

to

any or

other

Club

even

if

the

player moves

to

Club

Restricted Free Agent

via

waivers

before

he

would have
players

become
the

Unrestricted

Agent with
first

the

designated
first

Club

For any

such
in

Club

shall takes

be deemed on
effect to

the

day

of the

future

League Year one year
ten
in largest

which the designation
Player Contract
for for

have

automatically tendered

the player of
set

NFL

the
players

applicable
at

Cap

Percentage within
the

Average
categories

the
forth

Prior Year Salaries

the position
in

Section

7a

above

at

which he
set

participated
forth er
is

the most plays

during or

the prior League

Year

using

the methodology

in

Section
If

2a
player

above

120%
to

of the players Prior Year Salary Transition prevents Player
in

whichev
retires in

greater

designated
injury

become
that

the

future

suffers

career-ending
regular

or

an

injury
is

the player from participating the season another

32

consecutive

season

games
such

unavailable or
is

for

due

to

non-injury

circumstances through
entitled

beyond

the control of the

Club

assigned to
is

Club other than
shall

the waiver
to

system before

designation Player
for

exercised

the Prior Club
If

be

designate
to

new

Transition

that

League
to

Year
this

Prior Club be

comes

entitled

designate
the

new

Transition

Player pursuant
for that

Section

10

the

prior

Club may designate
prescribed the player

new

Transition
in

Player

Leagne Year during
to the

the
in

period

by Section
initially

3a

above

the Leagne

Year

prior

League Year

which
as in to

designated
is

would have become
or prevents

Transition

Player
player

Any

dispute

whether an
cnnsecutive

injury

career shall

ending decided

or will prevent
Arbitratnr

from playing

32

gaines

be

by the Impartial

Section

11 Other

Terms

For the purposes
at least

of this Article the

the

Required
is

Tenders of
to

one year Player
such
Salaries

Contract of the

for

Tender
shall in

Franchise
to

120% or 144% if or 120% of the Players
or

player

eligible

receive

Transition include
all

Players other

Prior Year terms of the
for

addition

the

l20%

144

Salary

also

players

Prior Year contract or

including

any

guarantees

and any

provisions
is

providing
as

incentives
chise

performance
or Transition
for

bonuses
Player

In
shall
if

addition

player

who

designated

Fran

Player

have

the
is

option

of accepting
receive

one year
such

NFL
of

Player

Contract

120

or 144%
in lieu

the player Player
for greater

eligible to for at his

Tender
of the
five

the players

Prior Year Salary
largest

of

Contract
players

the average position
if

or

ten

as

applicable of which

applicable Salaries
is

he so wishes

regardless

Player Contract

for

amount

Section

12 Compensatory
Draft effect
in

Draft

Selection

The

rules

and procedures by the
as to

for

awarding

Compensatory
shall

Selections

previously
to

agreed
future

upon
changes

NFL
which

and the
the

NFLPA
may

remain

subsequent

any

parties

agree

Section

13

Offer

Sheets

for

Non-Exclusive
Section

Franchise
shall

and Transition Players The
to

procedures Transition

and

rules

of Article

apply

Non-Exclusive

Franchise

or

Players

51

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 2 of 59

Section

14 Signing Period
In the event not

for Transition Players
that

player

who

is

designated

and tendered
in

as

Transition

Player has

signed

Player

Contract

with

Club by July 22

the League Year follow

ing the expiration

of his last Player

Contract the Prior Club
Player Contract

shall

be the only Club with
the period
at

which
date

the

player the

may

negotiate following

or sign the

during

from such

until

Tuesday

tenth week

of the regular

season

400pm New
not signed
at

York time
If

Transition

Player

described

in

Subsection tenth

above
of the

has

Player

Contract

by

the

Tuesday

following
shall

the

week

regular football

season
in

400pm New
for

York

time the player
of that

be prohibited

from playing
to

the

NFL
of

the

remainder

League
personal
five

Year absent
hardship of the

showing

the Impartial Arbitrator

extreme
tor shall

Club or extreme be made
relating

The

determination

of the Impartial Arbitra
shall

within
to

days

application

and
date

be based
determination

upon

all

information

such

hardship

submitted

by such
all

The

of the

Impartial Arbitrator shall be fmal and binding
If

upon

parties

Transition
as

Player

does

not play in the the

NFL

in

League Year he

shall

continue
shall

to

be

treated

Transition
first

Player

following

League Year and the Team Year
to

be deemed on the
the
for

day

of the

following Contract
at

League
for

have

automatically ten
largest

tendered
Salaries as in

player

one year

NFL

Player

the

average

of the position
is

the prior League

Year

for players

the players

specified

calculated

Section

4a

above

or
at

120
any

of his

Prior Year Salary
if

whichever withdrawn
free free to to

greater

The

Tender

may be withdrawn
becomes
Contract Contract with with

time but
Free

such

Tender
is

is

the player negotiate negotiate but of

im
and and
not any

mediately
sign sign limited

an Unrestricted
any such

Agent and Club

completely completely

Player Player

Club and any
player without

is

penalty Clubs

or restriction or First

including Rights

to Draft

Choice Compensation

between

Refusal

kind or any

signing period

Section

15 Signing Period
In the event has

for Franchise
that

Players

player

who

is

designated

and tendered

as

Franchise the tenth

Player

not

signed

Player

Contract

with

Club by the York time
of that or

tuesday following
player
shall

week

of the

regular football

season
in

at

400pm New
for

the

be prohibited

from playing
ing
to

the

NFL

the remainder extreme

League Year absent
personal
five

show
The

the

Impartial Arbitrator

of

Club

extreme within

hardship

determination tion

of the Impartial Arbitrator shall be consider
all

made
such

days

of the applica

and

shall

information

relating

to

hardship

submitted

by such
all

date

The

determination
If

of the Impartial Arbitrator shall be final and binding any have Franchise the tight Player
to

upon

parties
his

does

not such

play in the player as designation

NFL
is

in

League Year
Player or

Prior
sition

Team
Player

shall

designate
if

Franchise otherwise

Tran
to shall

the

following the

League Year

such

available

the

Team
chise the

except

that

applicable Tender

must be made
If

and any
player
is

120% Tender
redesignated he
that as

be

measured

from the Players
for

Prior Year Salary

such

Fran
play

Player

the League

Year following

the

League Year

in

which
except

does

not

player

may be designated

only under Section

2a

above
and one

Draft
draft

Choice

Compensation of only one

first

round

draft

selection

third

round

selection

52

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 3 of 59

shall

be made with
player
is

respect

to as

such

player in

the

event
for

he

signs

with the

the

New
Seasons

Club

If

such

designated

Franchise

Player

third

time

terms

of Section
to

2b

above
an
for

shall

apply

If

Franchise

Player not

who

has

sufficient

Accrued
Player
in

be

come
Player play

Unrestricted any

Free

Agent

is

designated following

as

Franchise

or Transition he does not Free

League Year immediately
first

League Year

which

then

on the
is

day

of that
to to

League Year the player becomes and and
but
sign sign

an Unrestricted
with any

Agent and
any

completely completely

free free

negotiate negotiate

Player Player

Contract Contract

Club and
player

Club

is

with

such

without

penalty Clubs

or restriction or First Refusal

including Rights

not

limited

to Draft

Choice Compensation

between

of any

kind or any signing period

53

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 4 of 59

ARTICLE 11 TRANSITION RULES FOR THE
Section Applicability Notwithstanding
rules sions shall

2011

LEAGUE YEAR

any

other

provisions

of

this

Agreement
conifict in this

the

following

apply
this

to

the 2011

League Year
provisions

In the event

of any

between the provi Agreement
the

of

Article

and the
shall

of any

other

Article

provisions

of this Article

take precedence of this Article
are

The
parties

provisions
this

predicated

on the assumption York
all

that

the

have
If

signed

Agreement
not signed
to

on or before
this

600pm New
by
that

time

on July 25
set forth

2011
below

the parties

have

Agreement

time

of the

dates

shall

be adjusted pursuant
All of the

mutual agreement of the parties
of this Article
transactions are

provisions
all

subject

to

the provisions
are

of the

Settiement subject
in to

Agreement
being

i.e

of the
if

described

below

conditional
set

and
forth

declared of the

void

the recertification

and
not

ratification

requirements the
specified

Paragraph

Settlement

Agreement

are

met within

time peti

ods
Section

Calendar
Beginning on July 25 2011 The

NFL

will

publish
at

the

2011

Free

Agency time

List

as

described

in

Article

which

will

become

effective

July 29 2011
at

600pm New
be

York

Beginning Club
struction

1000am
will

on July 26 2011 open
for

facilities

voluntary

training

conditioning

and

classroom

in

ii
iii

Trading Subject

begins
to

for

the 2011

League Year

Subsection

2e

below commencing
the

at

1000am New
set

York

time Clubs

may
Sign
their

Drafted

Rookies

subject

to

applicable rules

forth

in

Article

and
Sign Undrafted Rookies subject
to

the applicable rules

set

forth

in

Arti

cle

iv
an Unrestricted

Negotiate

with

but not

sign their

own
to

Unrestricted
that

Free Agents i.e
last

Free Agent

who

was under contract
Free

Club on the
Rights

day

of the

2010 League
Franchise

Year
Negotiate

Restricted

Agents

Exclusive

players

and

Players

with

but

not

sign

or

give

Offer

Sheets Offer

to

other

Clubs
to

Restricted Free Agents
Articles to

or Franchise

Players

eligible to

receive

Sheets

pursuant

10

and Section on the
last

below
day

Unrestricted

Free Agents

who were under

contract

other Clubs

of the 2010 League
at

Year

or

Free Agents

Commencing
waive or terminate Player Beginning Subject
to

401pm New

York

time

on July

28 2011

Clubs

may

Contracts

on July 29 2011
Subsection

2e

below commencing

at

600pm New

York

time Clubs

may

54

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 5 of 59

Renegotiate cable rules

the
set

contracts
forth

of players

under contract

subject

to

the appli

on renegotiation
Sign their

in Article

13
Free Agents
last

own
to

Unrestricted
that

i.e

an

Unrestricted

Free

Agent who was under
Restricted Free Agents

contract

Club on the
Rights Sheets Offer

day

of the 2010 League Franchise Players

Year

Exclusive Offer

players

and

Sign or extend
or Franchise Players
eligible to

to
Sheets

other Clubs pursuant
to

Restricted Free Agents
Articles to

receive

910
other

and Sec
Clubs

don
the
last

below
day

Unrestricted

Free Agents or

who were under
Free Agents

contract

on

of the 2010

League Year

Notwithstanding any kind

Subsections
player as

may be made
bargaining

to

any

2biii new signing
in

and

2di
1b
NFL

above
after

no payments
ratification

of of

contract

until

collective

agreement

described

Paragraphs

and

of the Settlement

Agreement
Preseason
fifteen training

camps

may open
for

for

all

players

under contract
instruc the
first

days running

including

one day

for

physical examinations days

meetings
activity

classroom
prior to

tion

and conditioning

and two
each

non contact

scheduled

preseason

game

for

players
sign

Club
Contracts

Veteran

players shall

who
be

Player
to

on or

after

600pm New
with
their

York
in

time

on

July

29

2011

required

report that
field to

to and remain
prior to the start

Clubs

accordance

with
players

Subsection

above
participate shall

except
in

of the 2011
weight

League
or

Year

such

may

not but

on

activities

workouts

training

other physical activities

be required

attend during

meetings classroom
the

instruction training

and any

other

non physical

activities

scheduled

Clubs

preseason

camp
ii
Drafted such

The

restrictions

set

forth are

in

Subsection

2g
player

above

shall

not

apply

to

or Undrafted signed
in

Rookies who
their

under contract
If

regardless

of the date
is

upon which
result shall

players

Player

Contracts the

any

such

injured

as

of

participating

training

camp

activities

terms

of such

players

contract

cover

such

injury

regardless

of ratification 2011

The
Collective

League Year
as

shall

begin
in in

not

later

than August

2011

unless

Bargaining has not

Agreement
ratified

described such

Paragraphs

1b
the

and

of the Settlement

Agreement

been

by

date

which case

provisions

of Paragraph

of the Settiement

Agreement
start

shall

apply League Year and
Salary

Upon the The Top
ii
Section
All

of the 2011 applies

51

rule

Clubs

must be under the

Cap

Free

Agency
Rights

Exclusive
the

Players

Any
an

player

with

fewer Rights player

than

three

Accrued

Seasons

as

of
to

end

of

the the

2010 2010

League League

Year Year

who
shall

received be an

Exclusive Rights

Minimum

Salary Tender

prior

the

end of

Exclusive

Restricted

Free Agents
with three

Any
the

player

Accrued

Seasons

but fewer Free

than

four

Accrued

Seasons prior Article

as to

of
the as

end

of

the

2010

League Year
shall

Year
shall

who
be
to

received Restricted such players

Restricted Free

end of the 2010
modified
in this

League
Article

Agent

RFA

Agent

Qualifying

Offer of such

The provisions
extended
to

apply

All Qualifying

Offers

RFAs

prior

55

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 6 of 59

to

the

end
be
at

of

the

2010

League
Offer

Year

shall

be deemed

valid

and

effective

under
level

this

Agreement
such

and

shall

the Qualifying

amount
of Article

and the Draft
of
to

Choice

Compensation
provided Third
to that

afforded

Quali

fying

Offer

by the provisions
Offer
entitling

the

prior First

CBA
and

any

RFA who
Round
Draft

received
shall

Qualifying

the Prior Qualifying
to

Club

one

one

Round one

Draft

Selection

be

deemed
at

to

have received

Offer

entitling

the Prior Offer
to

Club
under

First

Selection

the

amount applicable
Free

such

First

Round
Offer

Qualifying tendered
shall

Article

of

the Prior than

Agreement Accrued

Any

Restricted
as

Agent

Qualifying

player

who had more
York

three

Seasons

of the

end of the 2010 The
signing

League
for

Year

be

void
be

ii
2011
to

period

RFAs

shall

from

600pm New
Club
shall

time on

July

29

August iii

20 2011
If

an

RFA
Right
to

receives of
First

an

Offer

Sheet

the Prior

have

four

days

in

which

to

exercise

any

applicable In

Refusal
exclusive period the negotiating
set forth in rights to

iv
Player send Contract such

order the

maintain signing

an

RFA who
Club
for

has
is

not signed
to

within

RFA

ii above

the Prior

not required Right of

RFA
in

June
which

Tender

unless

RFA

received an
to

Qualifying

Offer

First

Refusal

Only

case any June Tender to such The deadline for the June 15 Tender

RFA
RFAs
to

must be sent by August
shall

25 2011
of

be September

2011
ratification

vi
collective

There

shall

be no payments
as

of any
in

kind

made

any

RFA

until

after

bargaining

agreement

described

Paragraphs

and

of the Settlement

Agreement

Franchise Players

and

Transition Contract

Players had
expired
as his

League
the such

Year

and

Any player whose who had received
Year
shall

Player

of

the

beginning

of
to

the the

2011
of of

Franchise

Player

Tender
Player

from

Prior
to that

Club prior Tender

end

2010

League
shall

be

considered using
for

Franchise

subject

The

amount

Tender

be determined The
deadline

Article

XX

of the Prior Player
to

Agreement
multiyear contract or extension with

ii
his

any Franchise York
time

sign

Prior

Club iii

shall

be

400pm New
Transition

on September made
for

20 2011
the

Any

Player

designation

2011

League
for

Year

shall

be

void Agents

Unrestricted
shall

Free Agents

The

June

Tender

date

Unrestricted

Free

be August

20 2011
Signing

Period
the

for

Unrestricted

Free Agents
in

In

the

event

that

an has

Unrestricted not signed

Free Player
that

Agent

who

received with

June

Tender

described

Subsection or sign
at

above

Contract
until his

Club by September
following the tenth

2011 he may
week
of
the

negotiate regular

Player

Contract

from
time

date with

the Prior

Tuesday Club

season

400pm New
to that

York

only

Accrued
shall

Seasons

The

deadline

for

any
If

player he has

under

contract

report

to

his shall

Club
not

be

the twenty-third
to

day of the 2011 Season
in for

League
the

Year

not reported subject
to

by

date he
of

be

eligible

earn

an
as

Accrued
set forth

2011

League

Year

demonstration

extreme

personal

hardship

Article

Section

1b
determined ninety-man
in
its

90-man League

Rosters
shall

The

NFL

has
to

sole

discretion

that

for

the

2011

Year

offseason

rosters

be expanded

limit

beginning

July

26 2011

Section

Rookies
Each Club
shall

be

deemed
of
this

to

have

given

each

of

its

2011

Drafted

Rookies

the

Tender described

in

Article
will

Section be

Agreement
Orientations

There

no separate

Club Rookie

Section

Salaries

and

Salary

Cap Accounting
51

Top 51 Rule The Top Year
All Clubs

Rule applies beginning

on the

first

day of the 2011

League

must be within

the Salary

Cap
Contracts For Preexisting amounts be charged
Contracts
as

Proration from
under the Salary

Preexisting the Prior

any

proration

Cap

rules

under

Agreement
shall

including
to

treated
to

signing Salary

bonus
for

to

any League

Year

covered

by

this

Agreement

continue

Team

those

56

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 7 of 59

League
shall

Years
for

provided

that

no

signing
that

bonus was

proration terminated

to

the

League

Years

of via

this

Agreement
prior
to

apply

any Preexisting
any of

Contract Preexisting

traded
into

or assigned
in the

waivers

March have

2011 and ii maximum proration
11

Player

Contract the

entered

2010

League

Year
the

shall

six that

years

including

2010
via

League
waivers

Year
and
treated

Notwithstanding then
as

forego

ing any Preexisting 11 2011 prior to March
such

Contract
to if

was traded or assigned
any signing or

renegotiated signing

or extended
shall

include
the

bonus

or

amount were
to

bonus

have

bonus

prorated

as

renegotiation or assigned

extension

new
March

Contract

unless

such

second

Contract

was terminated

traded

via waivers

prior

112011
and/or the date

Preexisting
If

Contract

Measuring
contains

Dates measuring date was
first related to

Preexisting of

Contract

Salary
as

exercise
that fell

or non-exercise

any option
of

which

measuring date and
the

expressed

calendar

between
in this as

the expiration Article

the Prior calendar or

Agreement
date
15

day of the 2011 had
to

League
roster

Year
to

as
earn

established

e.g
as

certain of
the

on which League

player

be

on the 2011

bonus such
or

April 15 2011
solely

April
related

next

Year
of days

the

League
start

Year
the

was Year

expressed

being

to

certain

number League

from the

of

2011
be

League deemed

e.g on
to as

or before

the 10th

day of the 2011
time days

Year
the 2011

such

measuring date
that

shall

amended
solely

be

401pm New
more than 2011
the

York
fifty

on

July

29 2011
start

provided

any

measuring date

expressed before 2011 weight

being

from the
shall

of

League
to

Year

e.g on
to

or

the 75th

day of

League
the to

Year
twenty
that

be

deemed
such the

amended
measuring
start

be

the

eighth

day of the
players

League
shall
if

Year
be

Notwithstanding

foregoing days

any
after

date

related training

deemed

amended
Contract
the

be

of

preseason bonus or
if

camp
the

For

example
roster

Preexisting

provided

player or

would

earn

he

were on

Clubs

on the 5th day of

2011
shall at

League
be

Year

on April 23
to

2011
that

on April24 of the 2011 would
the

League
if

Year
been

such

Contract
roster

deemed

amended

provide July

the player and
if

earn

the

bonus

he

is

on the Clubs waived

had
earn dates

not
the for

or

400pm New York time on terminated by 400pm New York
all

29 2011
July

players
the

Contract

time on

28 2011
shall that

player the

would

bonus

assuming bonus

other
forth

conditions
in

are

met
If

The

foregoing provided date

not such

affect

payment
date did

any earned
prior not
to

set

such
this

Preexisting

Contracts the

payment

not occur be
also

the than

effective five

date

of

Agreement
after

made
shall

later

business measuring

days date

the
to as

third

payment day of the 2011
of date

has

occurred payment Year
event This

shall

League
specific

Subsection
the

not adjust

any has

linked

the occurrence of the effective the

during

2011

League
without etc

Year

which

not

already

occurred
training

of

this

Agreement
regular

including

limitation

the

end of preseason

camp

day

after

Clubs

first

season

game

ii
affected 2011 date
cal

by

Subsection

with Club may require any player whose Contract has any bonus measuring date above to report to the Club for examination on either July 26 physical
If

or July described

27 2011
in

Club requires above
player physical
shall

player

to

report
until

for

physical time
as

examination
reports

the measuring
for

Subsection

be

tolled

such

the player

the

physi

e.g

if

Club required
to

with

bonus

for

being

on

the

roster

on

the 8th
until

day of the 2011

League
ing date

Year
shall

report

for

on July 26 and

the player

did not report

July

27

the

measur day
for

be

40 1pm New
If

York

time on July 30 2011

original

measuring

date plus one

tolling iii
pursuant acquiring
to

player

is

traded

or assigned
after
if

via

waivers

such

that

Subsection
shall

ci
pay
if

any

measuring date
or

adjusted the
for

above

falls

the date player

on

which

the player Preexisting

was traded
Contract

waived

Club
roster

the
the

bonus
is

E.g
on
the

with

providing

$100000
traded
to

bonus Club

player
to

Clubs
1st

roster

on

the

7th day

of

the

2011

League

Year

is

another

prior shall

400pm
the

on

the

day of the 2011

League

Year

the acquiring

Club

and not the trading

Club

pay

bonus
Offseason Workout
Contract
for

Preexisting Players the players
in

Contract

Bonuses
terms
for

with
in
if

Preexisting

containing the

bonus solely contingent
shall

on

participation

offseason the player

workouts
is

2011
to

League

Year

be

paid such

bonuses

the following
if

amount
in

released

prior for

400pm New
or less

York
player

time on July
shall

29 2011
the full

the

bonus

the Preexisting

Contract

was

$50000

be

paid

57

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 8 of 59

amount

of

the
if

bonus
the

if

the
for

bonus
over
If

was

for

over

$50000

to

$100000
be
is

the player of the

shall

be up or

paid
to after

$50000

bonus
of

was

$100000
player with

the player such
shall

shall

paid

50%

bonus on

maximum payment

$100000
business
that as

bonus
earn

on
full

his

Clubs

roster

400pm New
shall

York
within

time on July 29 2011 the player
five

the

amount of the bonus
date specified
after in the

Payment
contract of

be

made
is

days

of

that

date of any

or

on the payment
shall

whichever collective

later provided

no

payment

kind

be

made

until

ratification

bargaining

agreement

described Contract the

in

Paragraphs

and
terms
for

of the Settlement

Agreement on the players
to

ii
participation conditions
in

For

any Preexisting

containing

bonus contingent
is

offseason
as

workouts
being

for

2011

League

Year which bonus
on
certain

also subject the
start

additional the
all

such

the player

on

the

Clubs

roster

day

after

of

2011
the

League
other within the kind

Year

or the player
in

meeting

certain
to

weight of

requirement
the

the player
If

must

fulfill

of

conditions
five

order days

to

be

entitled

payment
all

bonus

earned
specified

payment
in that as

shall

be

made
or of

business date

of fulfillment of
in

of

the other whichever

conditions
is

the Contract

on

payment

specified
until

the Player
ratification

Contract of

later provided

no payments
described

may

be

made

after

collective

bargaining

agreement

in

any Para

graphs

and iii

of the Settlement

Agreement.
of participation Contract
in

The condition
in

offseason
if that

workouts player

for

the

2011

League

Year

shall

be deemed
Paragraph ing
in

satisfied

any Preexisting
for

e.g
Year

had
in shall
it

Preexisting part

Contract

with

Salary

escalator
in

the

2011

League

depended
condition
for

on the player
satisfied

participat

offseason
shall

workouts
eligible to

the

2011

League
if all

Year

that

be deemed
also

and

the

player

be

earn

the escalator Salary

other conditions

are

met
three players

Additional

Cap

Room
each

For the 2011
July
at

League

Year

Club may designate and are under

up

to to

who
of

as

of of

25 2011 have $1000000
will

five

or

more Accrued

Seasons

contract
for

the

Club with
for

Salary

least

over

the

Minimum
to

Active/Inactive Salary
for the

List Salary

such

player

each

whnm
that

the

Club

receive

credit

Team
2011 week

2011

League

Year of $1000000
List or Physically

provided
to

the

player List of reduced

remains the

on

the Active/Inactive the each

Roster Reserve/Injured League
of

Unable
of the

Perform
shall

Club throughout
for

Year

regular season

season
such

The

amount
is

credit

be
as

proportionally
in

the regular

player

not

on the Clubs Roster
to

described

the immediately

preceding
offset

sentence

The

amount of any such
to

credit

Team
over

Salary the

in

the

2011 League

League
Years with

Year
in five

shall

be
to

by an equivalent by
the

charge

Team
way
of

Salary

spread
if

201417
two
of
this

manner
or

be determined
Seasons

Club
are

By

example
as

Club

identifies

players

more Accrued
will

who
to

under

contract
for

of

the effective

date of

Agreement

Club

receive of
to

credit

Team

Salary

the
is

2011

League
after

Year

$2000000
week
of the

i.e

an

additional

$2000000
credit
shall

Room
Team

If

one of those players
shall

released reduced

the eighth

regular

season

the

Salary

be

immediately

$1000000
across the

Club

be

charged
in

$1471000
manner
to

i.e $2000000
designated of such

of by $529000 9/l7ths to its Team Salary $529000
to offset

201417
Salary

League

Years

be

by Club
if

the

2011

League

Year
notice

Team
to

credit Each no
later

Clubs
the

designations regular

players of the

any

shall

be made by written

the

NFL
to

than

first

season

game

2011

League
shall

Year

Additional forward

Room
such

shall

become
the

effective

upon

receipt

by the

NFL

of such

notice

The

NFL

promptly

notices

NFLPA
five

ii
July the
for

For the 2012
or with of

25 2011 have
2012
such of

Year each Club may designate League up to three players more Accrued Seasons and are under contract to the Club on the
Salary of the
at least

who
first List

as

of

day of
Salary

League
player

Year
for

$500000
receive
the

over

the

Minimum
to

Active/Inactive Salary
for

each

whom
that

Club

will
is

credit

Team

the

2012

League
List or

Year

$500000
Unable
credit

provided
to

the player

on

Active/Inactive the

Roster League

Reserve/Injured

Physically

Perform List of the Club throughout
shall

2012

Year

regular season
in in

season
such

The
is

amount
not

of the the

be reduced
as

proportionally
in

for

each

week

of the regular sentence

player

on

Clubs

Roster

described

the immediately of any such

preceding
credit to

the the

same 2012

manner League
Years be
in

described

in

Subsection
offset

above
an

The

amount
to

Team
over

Salary

Year

shall

be
to

by

equivalent

charge

Team Salary

spread

the

201417
if

League
shall

manner

be

determined

by

the

Club Each

Clubs designations

of such

players

any

made

58

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 9 of 59

by written notice
al

to

the

NFL
the

no

later

than

the

first

regular
the

season of

game
such

of

that

League

Year Addition
shall

Room

shall

become
notices
to

effective

upon

receipt

by

NFL
the

notice

The

NFL

promptly

forward

such iii

NFLPA
identify in

Clubs

shall

writing to of any

NFL

prior

to

the
in

beginning Subsections
identified offset

of each

of the

201417
that

League Years the amount
shall
first

offset If

described

and
entire shall

ii above
offset as in

apply day

for

such

League Year

Club has

not

its

of the

of the 2016 League Year then the remaining

balance

apply

the 2017

League Year For Preexisting
Contracts

Acceleration
into after

and Player

Contracts

entered

July

25

2011

and before
the

the end of the 2011

League Year

any

required signing
the

bonus
2011

acceleration

after shall

effective to

date of this Agreement

and before

end of the

League Year

be charged

Team

Salary

for

the 2012 League Year

Performance-Based
in

Pool There

shall

be no Performance-Based

Pool

the 2011

League Year

End
League Year
shall

of 2011

League Year
than

Unless

the parties

agree

otherwise

the

2011

end no

later

March

11 2012
periods
set

Time Periods
mined without
regard
to

All time

forth in this Article Section

shall

be deter

the provisions

of Article

34

59

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 10 of 59

ARTICLE

12

REVENUE ACCOUNTING AND CALCULATION OF THE SALARY CAP
Section All

Revenues
shall

For purposes be accounted

of this Article
for in

and anywhere
set forth

else

stated

in

this

Agreement

revenues

the manner

below

AR
All Revenues received

AR
for
all

means

the
to

aggregate

revenues

received

or

to

be

on an

accrual

basis

or with

respect Clubs

League Year during
their to

the term of this
all

Agreement

by the

NFL

and

NFL
with

and

designees
out

from

sources

whether known or unknown
of players
shall in

derived

from

relating

or arising

of the performance
set

NFL

football

games

only the specific

exceptions

forth below

AR

include

without

limitation

Regular revenue net of

season

from luxury
admission

boxes
taxes

preseason and postseason suites and premium seating
taxes

gate receipts

including Clubs in
all

ticket cases

among
to for

NFL

on

tickets

regularly are

paid

governmental
purposes
to

authorities

by Clubs or Club
gate receipts
authorities

Affiliates to

provided

such

taxes

deducted

of calculating or municipal
to to

subject

revenue

sharing
for

and

surcharges of calculating

paid

stadium

which

are

deducted

purposes

gate receipts

subject

reve by the

nue sharing
parties
seating to

For purposes

of this Subsection revenue

unless otherwise
to

expressly agreed

the portion
shall

of ticket
face

attributable

luxury

boxes

suites

and premium
are

be the

value

of the ticket

or any

additional

amounts

which
charges

subject
ticket

gate receipt
in

sharing

among
value

NFL

Clubs

Revenues

from premium

on

sales

excess
in

of the face

of the ticket
related against face

e.g
to

rebates from ticketing
sales If are

sources

shall

be

included

AR
it

Credit card charges
will in

ticket

not

considered

deductible
service fee

surcharge and
the tickets not

not

be

offset

gate receipts

Club charges on
ticket

on and

sells

excess
basis

of the

value

of the ticket

account

basis

on

per-ticket

up

to

reasonable date

maximum

amount
is

prescribed
ticket

by League
such

policy
service

which
fee will

as

of the

effective

of this Agreement

$4

per

account

not be

AR
including
license

Proceeds

Copyright

Royalty

Tribunal

and
to

extended

market
or exhibit including

payments

from the sale
regular

or other conveyance

of the nght

broadcast
television

NFL
without

preseason

season local

and

playoff pay

games

on radio
satellite

and

limitation network

cable
all

television

encryption

international

broadcasts

delayed broadcasts

and

other means of distribution

Revenues motion
luxury suites
sale in

derived

from concessions
local

parking

local

advertising

and pro
clubs

signage

magazine
other

advertising than
that larger

sponsorship
in

agreements

stadium

box i.e
the

income
suites

described
in size

Section

tai1
suite in

above
regularly

with

Super
for virtue

substantially to

than

the largest

available

stadium

have no additional value imputed
operations including

respect

of them
sales

by
of

of

such

status

Internet

merchandise sales

and

programs

and novelties

The tures
and
including

consolidated not

revenue

generated
categories

by

NFL

Ventures

L.P

NFL
or

Ven

but

limited to

those

of revenue

currently

formerly

generated

by

NFL

Ventures

subsidiaries

NFL

Properties

NFL

Productions

LLC

d/b/a

NFL

Films but

LLC NFL Enterprises LLC from NFL Ventures reve excluding

60

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 11 of 59

flue

any

revenues

othenvise

included

in

AR
NFL

pursuant Properties

to

Subsections

or Subsection
shall

ai5
on
Barter

below

AR

13
Productions
fair

above

from

LLC

and

NFL

LLC

be

calculated

one year lag consistent with

the

parties

past practice

under the

Prior Agreement

income which
received

shall

be

valued

at

90% of

the

market value

of

the goods

or services

The
parties

value or

of

equity

instruments

unconditionally
equity

received
in

from

third

by the

NFL

member

Clubs

i.e

not

instruments

business of
its

entities

formed and owned
the
in

exclusively

by the

NFL NFL
to in

Ventures out

L.P

or any

affiliates

or

member Clubs

derived

from

relating

or arising

of the performance
in

of players
in

NFL

football

games

shall at

be included
the
fair

AR

beginning

the League

Year

which
vest

the equity instrument

vests ten

value

of such

instrument Years
to

on the date of such
\vithin the

ing

amortized the

over

years

In
shall

subsequent

League

amortization Sholes period option

period

amortized

amount

be adjusted

pursuant

the

Black

pricing model methodology the
full

or as othenvise Sholes

agreed After

the amortization
shall

ends
in

amount

of the
that

Black

or

other agreed
is

methodology
for that

be

included
shall

AR

In the event
less the

the equity instrument previously recognized

sold

AR

League Year

be the

proceeds

AR

Revenues received
or
directiy related

by

Club or Club
an

Affiliate

pursuant
third

to

stadium

lease

stadium-use
is

agreement with
based

unaffiliated activities that

party

where
to

the

amount
football

of such
in

revenues

determined

upon

are unrelated
is

NFL
to

circumstances
niinimis

where
investment

the involved of capital

Club or Club
or cash
to

Affiliate

not

required

make
that

non de
the

receive

such

provisions
in

of

this

Subsection

include of

AR
or

1a7

revenue

provided
applied
arising to

shall

not

be

retroactively

revenues

generated use not

from non-football
entered
since

business
into prior

opportunities
to

out
the

leases

other

stadium

agreements

January

1993

financial

terms

of which have Recoveries

been amended
business
related

such

date
policies that that are re

under
or
for

interruption insurance entity
that to

ceived

by

any
such such

League
entity

Club
lost shall

the have net

extent

such
in

recoveries

compensate amount
of

revenues

would
in

been included premiums
include out the

AR
for

The
the

recoveries recovered

be included
in

AR

of

paid

policy/policies recoveries events
allocated

under

the

League

Years

that

events

and the
to will

and
rise the

deductible
to

and unreimbursed expenses
claim/recovery agreed
to

arising

of or related

the be

giving

the

insurance
separately

Any lump sum payments
the

under

method
expense
in

by

parties

Any
governmental agreement
entity

reimbursements received
with stadium

by
or

Club or Club
directly

Affiliate

from
use

connection
in

lease

related

stadium

except

as

provided

Subsections
sale

1aiiEF below
of any
right

and
to

10
revenues

Proceeds

from the

or conveyance

receive

any

of the

described

above

ii

Non-AR
The
following items are excluded
regular CCluxjjy

from season

AR
preseason and postseason
suites
tickets

Taxes/surcharges
receipts

on from

gate

including
are

ticket

revenue

boxes
taxes

and premium seating
regularly

which

comprised of

admission

taxes

on

paid

to

gov

61

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 12 of 59

ernmental purposes
to

authorities

by Clubs

or Club Affiliates subject
to

provided

such

taxes

are

deducted

for

of calculating or municipal
to

gate receipts
authorities

revenue deducted

sharing
for

and

surcharges of calculating
in

paid
gate

stadium

which

are

purposes

receipts

subject
for

revenue

sharing

which

amounts

approximated

the

aggregate

$119666000

the 2010 League derived

Year
from wholesale
merchandising
third-party

Revenues
manufacture
las

opportunities

i.e

the

and

distribution

of merchandise to

Cowboys
entity

Merchandising

DCM
Affiliate

retailers royalty

conducted payments
as

by Dal
to

other

than

any

related are for

any

League

Club or Club
to

which amounts
$80
million

projected the 2011

of

the

effective

date of this Agreement

be approximately from the PSLs
the construction during

League and

Revenues
ants that are

sold by the of

New

York

Jets

Year and New York Gi
including the

dedicated
to

to

New
of

Meadowlands Agreement
date of

Stadium
of such
this

amortization

League

Years
are

the term
as

this

previously sold
to

PSLs

which amounts
$43

projected

of

the

effective

Agreement

be

approximately

million for the 2011
that to

League
excluded
that

Year
from the
calculation

Any PSLs
under the Prior Agreement

were

of Total
has not

Revenues
expired

the extent
is

the amortization
list

schedule

The
the out

following Clubs

nonexclusive
are

of examples

of revenues not
relate

received
to

by

NFL

and/or

NFL

which
in

not

derived

from and do
are

of the performance Proceeds

of players

NFL

football

games and
sale

therefore not

AR

or arise

from the
existing

assignment

or

trade

of Player therein
capital

Contracts

pro

ceeds

from the
expansion

sale

of any

NFL

franchise

or
fees

any interest dues or

or the grant of
re

NFL
ceived

franchises

franchise

relocation

contributions
interest

by

the

NFL
in

fmes

revenue

sharing

among

NFL
in

Teams
real
if

income
that

insurance
are

recoveries

other than those net business interruption insurance

recoveries

described

Section

1ai8
with the

above
which

sales

of interests

estate

and non ARreve

related

property provided

and Club cheerleader by an
will entity

revenues

provided

that

such

cheerleader

nue
the

is

the Club has

another

commercial relationship
appropriateness of any

Accountants

review

transactions

and determine

the

revenue

allocations

Revenues
concerts investment
related

generated
in

from stadium

events

unrelated

to

NFL

football

e.g

soccer

games
and/or

which the Club or and the value

Club

Affiliate

makes
generated
in

non-de minimis

of capital

or cash

of and revenues
to

from

stadium-

businesses

opportunities

unrelated

NFL

football

which the Club or
to to

an

affiliate

must

invest real

non
estate

de

minimis

amount

of capital

cash

or effort
are

generate

revenue
tion

other than

development opportunities

which

subject

Subsec

1aiiI below
The
value
to

of promotional

spots

e.g

television

or radio

spots
for

that
its

are

received use

from time

time by the

NFL

under national media contracts
football related

solely

own

either to other

promote the party
or for

NFLs own
charitable

businesses
for

and

not

the businesses
for clarity

of any the

purposes

and not
to

resale

although

NFLs

promotional

spots

may

include an

references

or depict

logos

or marks of third

party sponsors merchandise
sideration to

or providers

e.g

advertisement
as in

promoting
the

the

NFL
does

Shop

may show
con

with

NFL

sponsor

logos

long such

as

third-party

not provide

be referenced

or depicted

spots

62

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 13 of 59

The Club up
tickets to

value

of complimentary across
to
all

or other preseason
tickets

no-charge

tickets

distributed

by

320000

League-wide

games
per-Club

i.e

an

average
all

of

5000

per preseason

game

and up
of
that

17000
tickets tickets

across

home

regular at

season

games @.e an average
discretion provided

2125
such
is

per regular
are

season

game

allocated

the

Clubs

excluded

from

visiting

team

sharing
tickets

requirements

NFLPA
set

approval
in this

required

for

any

exclusion

from

AR

of such

above the

levels

forth

Subsection day-of

Specifically

designated

game

expense

reimbursements such

received
are

by
for

Club or Club
legitimate entity

Affiliate that

from
the

governmental

entity where has with

reimbursements
that

expenses

Club or Club
in

Affiliate

incurred the Clubs of
in

the

governmental
of
prior

previously
if

incurred

including

connection of the

occupancy

stadium
exclusion cession revenue expense

the

reimbursements not apply
to

arise

out

construction received or

new stadium
connection sales or with any
itself

This

shall

expense

reimbursements
facilities

con
other

sales operation generating

of parking
at for

signage

advertising

activity

the stadium

other than
security

the conduct of the provided

game
not

e.g
and
as

reimbursements
stadium

game-day
previously otherwise

previously

by the police
are treated shall

post-game

clean up

provided qualifies

by

municipality
for this to

AR
Club

if

such

reimbursement by appropriate
incurred
entity the

All claims the

exclusion

be
or

supported

documentation
designated day

evidencing

extent

which

the
to

Club

Affiliate

of-game expense

and the extent

which the

governmental

previously incurred
to

the expense described
in

In other the

addition

the

amounts

Subsection

above

65

of
for

i.e non day of game operating Teams and agreements as specific
dated

or maintenance expense per Paragraph
If

reimbursements only

of the letter agreement under the

Pror Agreement
Subsection
ries

November
this

21 2007

Club has reimbursements
as

under both two catego

17

above and

Subsection the parties

the allocation
treated

between

the

shall

be consistent with how

such

reimbursements

under the Prior

Agreement
Investments
in

or

contributions of

toward

the

purchase

of

concession
the

equipment by concessionaires
provided
in

on behalf

Club or

Clubs

Stadium
soft

and
drink

value

of

elements

related

to

the operation

and maintenance of the equipment
are

eqinpment

the Clubs

Stadium i.e dispensing/vending

service and by Club owner
for

Fl
purposes
to

The

value

of luxury

boxes

that

used

personal provided

or to

promote

the Club or the owners

other business interests or
officials

stadium

authorities use

municipalities

and/or

governmental

or
for

used or made
the use of

available

for

by
in

the

owners
case

of the

visiting

Club
is

or

provided received

Club head coach Club
least shall Affiliate

each
that in

\vhere

no revenue

actually will

by the
as

Club or
unless at

except

the value stadium

of such
is

luxury boxes

be imputed
provided
the

AR
in

one luxury
revenue

box

the

available

and unsold
that
is

that

no event Club

be imputed
that
is

for

one luxury
or

box

used use

by

owners
that

of the

and one luxury box Club
former
less

used

made

available

for

by

the

owners
is

of the Visiting provided
into to

Without

limiting in
is

the

foregoing with pay

the

vahie

of any of

luxury
shall

box

Club owner

connection obliged
to

the sale

Club

be imputed i.e

AR
rent

un
in

the prior owner

the club

periodic consideration

annual

63

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 14 of 59

connection
in

with

such

use

in

which

case

such

consideration

will

be included

as

revenue

AR
Revenues
derived stadium
are

from

real

estate

development opportunities

in

conjunc

tion with provided included

or

related

to

any

lease

land purchase
for

agreement or other arrangement
revenues
that

that in iii

such

revenues

not

substitutions

would otherwise

be

AR
Television

Revenue
any case

Used

To

Fund
of this

Stadium

Construc
the

tion/Renovation and the

Notwithstanding

other provision basis with
television

Agreement
on
to

NFLPA
exercise

NFLMC
not
is

may
to to

agree

on
in

by-case

no

limitation

their

of discretion
revenue increase

include the

AR

network

revenue of

the

extent
that

that

such
in

used

fund

construction

or renovation

stadium

results

an

in

AR
Related
Entities

iv
determining

The

parties

hereto

acknowledge

that

for

purposes

of

AR
NFL
Teams may
or entities during the

term of

this

Agreement be owned and
for

controlled

by persons
rights

that

will receive

revenues

grant

of rights

encom
from
or
in

passing both

from the

NFL
other

Team

so

owned owned
being
to

or controlled or controlled includable

the revenue by such

which
entities

is

includable in

AR

and

other tights
rights

persons

the

revenue

from such
allocations in this

not

in

AR

and that
rights

such

circumstances described

would

therefore have

be made among the

and

revenues

Section

1a
during the term
are

NFL
the grant of rights
ties

Teams may
third parties

of this

Agreement
Related

receive

revenue

for

to

which

owned

or controlled

owning

or controlling

such

NFL

Teams

hereinafter
in

Entities

by the persons and
allocations in

or enti

The
actions with

reasonableness
Entities

and

includability

AR

of such

and trans
accordance

between

Related

shall

be determined

by the Accountants

the procedures

described
entity

below
the

Any
the same
transactions

which has

same

ownership

as

Club
is

or

is

controlled
in

by

persons with

or entities

which own

or control
as

Club and
entity as

engaged

AR-related

the Club will be treated

the same with not

the Club for the purposes

of the

AR
but

Reporting Package and any For any entity which

audit

respect
fit

thereto
rule set

does

the with

forth

in

Subsection
is

above

which

has

partial

common
the

ownership

Club and which
Related
right to

engaged
if

in

AR

related

transactions

with

Club

Non-Controlled
Related rights Entity revenues
for

Entity
provide of which

Club
or

contracts
services

with

such

Non
ticket

Controlled

the

goods

other than
in

or broadcast

from the

sale

would be

included Related

AR

if

sold directly

by the Club only the amount
such

paid by the Non-Controlled or services
that

Entity

to

the Club for the right to provide
in

goods
the

which amount
an independent

must be negotiated
third

good

faith

and should

reflect

amount

party would pay

for

the right to provide

such

goods

or services

shall

be included
Entity

in
it

AR
could

For example
have

if

Club contracts
with an

with

Non
third

Controlled party
to

Related

when
at

contracted
shall

independent

be the

concessionaire received

stadium

AR

include

the concessionaire
sale

fee

but

not

the

revenues Local

by the and

Non-Controlled Related Accountants
shall

Entity for the access
to

of concessions terms of any

The

Accountants
to

have

the

payment

such

contracts

confirm

64

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 15 of 59

that

the amount
reflects

paid
fair

reflects

fair

market value
the issue
shall

If

there

is

dispute

about whether

the arbi

amount
trator shall

market value
in

be resolved
in

by

jointly-appointed
fair

who

has

experience
in

the line of business

question

and the

market value

be included

AR
of question

In the event
ly

whether

business
is

or enterprise not involved

owned whol
in

or in part

by
the of

Club

Club

Affiliate to

or Club owner accept the
that

or

is

AR-related
certified

transactions accountant volved an
in

NFLPA

agrees or

written such
the to

certification

from
enterprise

the
is

such
related

business

enterprise

business foregoing
the

or

not

in
seek or

AR
if it

transactions

Notrvithstanding granting access
is

the

NFLPA may
that

order from the System Arbitrator demonstrates
is

records
for

of such

business such

enterprise

that in

there

reasonable
activity

basis

asserting

busi

ness

or enterprise

involved

AR

related

Rounding
pursuant
fits shall to this

For the purposes
with respect
to

of any

amounts

to

be

calculated

or

used

Agreement
Cost
to to

AR

Projected

AR

Benefits

Projected such
to

Bene

the

Player

Amount
the nearest
this

Cash

Spending

and

the

Stadium Credit
percentage

amounts
calculated

be rounded
pursuant
shall

$1000

For purposes
unless

of any

be

or

used

Agreement
to

othenvise

specifically

provided
of

such

per

centages

be

rounded

the

nearest

one one

hundredth

one

percent

e.g

47.00

vi
include tion

PSLs
Subject
to

Subsection
are

@Xvi6

and Subsection

4f
this

below
to

AR

shall

not

PSL

proceeds

that

segregated and unequivocally

dethcated
date

stadium

construc

or stadium
received

renovation

projects

commenced
League

after

the

of

Agreement

and

that

have

waiver of any applicable

requirement

of sharing

of gross receipts include
all

Except from PSLs
the benefit
as

as

set

forth

in

Subsection

above

AR

shall

revenues
for for

received of the

by

or received or any

by
or

third

party and used
Affiliate

directly to

or indirectly any deduction

NFL
in

Team

Team

subject of
in

taxes

provided
to

Section refunds

above Such
in

and the provisions
shall are

Subsection equal portions
life

below

with

respect
in

PSL

revenues they

be

allocated

com
of the
that

mencing

the
to

League Year

which

received of
fifteen

over years
until in

the

remaining

PSL
nues such

subject

maximum

allocation

period
are

provided

however
the

Interest are

from

the

League Year the revenues
into

received

the League Years

reve over

allocated

AR

shall

be imputed and included

AR

in

equal portions

periods For purposes nature of
this

\greement
of temporary

the

term

PSL
shall

shall

include that

any
give

and
the

all

instruments

of any

whether

or pennanent

duration include

pur

chaser the right to acquire
seat

or retain tickets to

NFL

games

and

without

limitation rights

options

seat

bonds
are

and

suite

bonds

or

long-term conveyances dedicated
give to

of suite occupancy stadium
the

where

proceeds
Suite

segregated and unequivocally
that directly

construction
to acquire periodic

e.g

Founders
tickets nients

Programs

or indirectly revenues fees

purchasers

tight

NFL
pay
agree

PSL
such

revenues
as

shall also loge

include

from any etc
that

other device
the

e.g
the

surcharges

maintenance

NFL
refunds

and

NFLPA
in

constitutes

PSL
PSL
revenues
are shall

be reported
If

net of actual has

made
then

the year for refunded

which such

revenues

reported

an

amount

been refunded

the

65

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 16 of 59

amount

shall

be deducted
contractual the only

from PSL revenues conmiitment
included of any
as to
is

used

in

the calculation but the refund

of
is

AR
to

If

there

is

non-contingent
later

refund
the

be made Otherwise

at
all

date

then
are

amount

Interest

on the refund
If

amounts
occurs
credit

included

regardiess

refund

contingencies
is

refund the

contingency
shall

and money previously included
against

PSL

revenue

refunded
in

NFL

receive

AR

i.e League-wide

AR

shall

be reduced

the amount

of the refund

the next League Year In the event received excess extent of

payment plan

default

and/or

forfeiture

of

PSL

revenue

being
in

on an installment
of cash of received

payment

the

unamortized portion
in

of such the the

revenue and
of
to

shall

no longer
In the

be included
that

AR

upon
at

date
time

the

default/forfeiture exceeds scheduled
are re re sale

event

cash of

received

the

de
will

fault/forfeiture

hfe to-date
until

amortization the

PSL

revenue
In

amortization the event
that

continue such

as

equaling
re-sale in

amount
not

of cash

received
criteria

any

PSLs

sold
will

and the

does

meet the

of Subsection
life

1avi1
to

above the maximum

be included

AR
of

and amortized

over

the

of the

PSL up
for

of fifteen

years

Exclusions projects franchise
initiated
if

from

AR

PSL

revenue
will

in

respect

of funding
sale

stadium
recipient

after

the

2005 League

Year

terminate

upon

of

the

the waiver

from revenue
Seat

sharing

also

terminates

vii

Premium
Subject
to that

Revenues

PSRs
and Subsection
for

Subsection
are

avii3
to

4f

below
that

AR

shall

not

include

PSR

proceeds
projects

dedicated
after

and used

stadium

construction

or stadium

renovation waiver

commenced

the date of this Agreement of sharing

and

have received

of any

applicable League requirement Except
as in

of gross receipts

provided Subsection

in

Subsection

above

AR

shall

include

all

PSRs

net

of amounts

described

ai1
the term
price

For purposes from any
quire or periodic
retain

of this Agreement excess

PSR
is

shall

mean
to

the revenue
to

charge
ticket

in to

of the games

ticket

that

required revenues of

be paid

ac
for

any

NFL
suites

other

than

PSL
in

and any

charges amenities

purchase quired
to

or

rental

of

luxury
in

including with any

charges
ticket

respect

re

be purchased

connection

Exclusions
projects initiated
if

from

AR

of PSR

revenue
will

in

respect

of funding
sale

for

stadium

after

the

2005 League

Year

terminate

upon

of

the recipient

franchise

the waiver

from revenue Rights
to

sharing

also

terminates

viii

Naming
Subject

Cornerstone

Sponsorships and Subsection
proceeds
projects

Subsection

1aviii3

4f
that

below
are

AR
after

shall to

not

include
for

naming
stadium

rights

and cornerstone

sponsorship renovation waiver

dedicated

and used
date

construction

or stadium

commenced

the

of this Agreement of sharing Except

and

that

have received

of

any

applicable League

re

quirement

of gross
as

receipts
in

provided

Subsection

above

AR

shall

include

all

naming

rights

and cornerstone

sponsorships

Exclusions stadium
recipient projects franchise initiated
if

from
after

AR
the

of naming

rights

revenue
will

in

respect

of funding
sale

for

2005 League

Year

terminate

upon

of

the

the waiver

from revenue

sharing

also

terminates

66

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 17 of 59

ix
subject
to

Notwithstanding Effect

Subsections

viviii
in

above

for

any

AR
is

exclusions

the Cap of

Guarantee described from
sharing

Subsection

4f
e.g

below
that
relief

there shall be no an

requirement
cally-equivalent

\vaiver

of gross receipts
for the to

provided

there

economi
of

method

of League

support provide

such

project

from payment
of any such

League

assessment The

NFL

shall

NFLPA
such

with prior notice

eco

nomically equivalent

method used with

respect

exclusions

Notwithstanding
right to

Subsections
that

viviii

above

the

NFL

shall

have from

the

include

in

AR

any

revenues

would otherwise

qualify

for

exclusion

AR

under those Subsections
Allocations received or
to

Over League Years The
on an
accrual
basis in

parties

may

agree

to

allocate

AR

be received

particular

League Year over

one or

more other League Years

xi
celled

Cancelled
for

Games

If

one or more

weeks of any
in either parties shall

NFL

season
to in

are

can

or

AR

any League Year
natural

substantially

decreases

case due engage
to

terrorist

or military

action
to

disaster or similar

event the

good

faith

negotiations

adjust

the provisions

of this Agreement

with

respect
that

the projection
for

of

AR

and

the

Salary
is

Cap

for in

the
fair

following

League

Year so

AR
to

the

following projection

League Year
caused
the

projected action of

manner

consistent with the parties of the

the changed agree

revenue
in

by such

In

such

circumstances the application
in

discuss

good
for

faith the

possibility

suspending
as

Player

Cost Amount

floor

2012 or 2013 League Year xii

described

Section

5cv

below

Expense

Deductions
deductions
that shall

No
and
all

expense

be pennitted

to

be taken
in

in

calculating

AR

expense
or

deductions

were

previously or

permitted

the

calculation

of

Ttl
shall

Revenues

Defmed An

Gross Revenues

Excluded Defined Gross Revenues
herein

not be used in calculating expense

AR

except

as

expressly provided the reasonable
for

deduction direct
to

for

and customary
in

direct

costs

and
of

initial

investment Ventures

collectively be

costs
there
in lines

projects

new

lines

of

business

NFL
new

may

taken subject

the following

rules be

Absent
lines

NPLPA
receive
projects

approval deductions
in

may

nn mnre

than
for

three prnjectc

in

of business be

to

any

League Year i.e

the 2012 League
for the

Year

there can

three there that

new

of business
in

receiving deductions of business three
that

2013 League Year
in

could
in

be

six

projects

new

lines

began

2012 and

three

began

2013
approval project
in

Absent
qualify

NFLPA
if
it

new

line

of business
in

shall

not

for this deduction shall in

has

more than

$10 million in direct
after

costs

League Year

This age

limit

increase in

each

League Year

the 2012

League Year by the percent

change

AR
Absent

NFLPA
investments

approval
across

there
all

may

be
that

no more
qualify for

than

$120 million

in

direct

costs

and

initial

projects

the deduction

in the

2012 League Year i.e amount
shall

maximum
each

deduction

of $60 million This
the

maximum

deduction increase if

increase

subsequent

League Year by

same

percentage

any

of

AR
The
expense
shall

deduction

for

the

first

three in

years

of any

qualifying

new

line

of business

project

be 5O% of the

direct

costs

each

such

League Year

67

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 18 of 59

The
line

expense
shall

deduction

for

years

four through
costs after in

five

of any

qualifying

new

of business project
Jnless

be

25%

of the direct otherwise revenues

each

such

League Year no
further shall

the such
as

parties

agree

five

years

deductions
in

shall

be taken
in

for

any

project

and

from such

projects

be included

AR
it

the

45%

bucket

described
shall

below
the

The
will

NFL

provide

NFLPA

with

notice

of the projects

for

which

take the expense
to

deduction
confidentiality to shall

including

the provision

of business

plans and budgets

subject

reasonable

and non-compete
of Section regarding

terms below
such the

Pursuant

the

provisions

Accountants
to

shall their

review
accuracy

and the

NFLPA

have audit

rights

deductions

ensure

and reasonableness Deductions
allowed
result in shall

be netted

against

related
if

revenues of the

and

the

netting
for

of expenses

cannot
its

negative

number
for

e.g
if

SO%
shall

direct

costs

project exceed

revenues the

AR

count

such

project

be zero
adds
additional regular

For purposes
International season
Series in regular

of this Subsection season

1axiv2
than
additional

the

NFL

games i.e more

one International
International
that

Series

game

any
line

given

League

Year

each

constitute the

new
to

of business

project

and
Clubs

further

provided revenue

the

game shall payment made by
Series
is

NFL
in

reimburse not

the participating
in in

for lost

which payment
Series
is

includ
of

ed

AR

shall

be included

determining Subsection

whether such
or
as

subject

to

either

the direct

cost limits referenced Interest
calculated

above
used
in this

xiii

Unless

otherwise annual
as

specified

Article

ccInterest

means
yields

interest at

on an
rate

constant

maturities

compounded basis in The Wall published
in

using
Street

the

one year Treasury on February
receive
interest

Journal
to

or

the

next date published of the League Year in which
If
this

the

amount
for

accrues
site

rate

is

not

published

The

Wall

Street

Journal

any

reason the webto

of the

Federal

Reserve

http//www.federalreserve.gov

shall

be used

obtain

the

interest

rate

xiv once
Clubs

No

Double-Counting No
transactions shall

revenue or

may be among
the

included

in

AR

more

than

All intra-company

between
in

NFL

any

NFL

Affiliate
all

and Club

Affiliates

be eliminated

accordance purposes

with

GAAP

treating

such

transactions on
joint

pro

forma consolidated
are

basis for the venture

of calculating
in

AR
the
in

For any
or the

venture
for

if

AR

rights

granted

to

which

turn pays

NFL

Clubs

the rights

granted
to

the value

of the rights

shall

only be included the

AR

once

xv
Team
each ble to
shall act

Subject
in

their

reasonable

business

judgment
reasonable

NFL
to

and each
increase

NFL
for

good

faith

and use commercially

efforts shift

AR

playing season

during within

the term of this Agreement the
to

and not
to

revenues
after

attributa the term
this

League Years
shall

term of

this

Agreement
into

League

Years

There

be

no obligation

accelerate to

League

Years

within

the of

term of
this

Agreement

revenues evaluating
shall

attributable

League
this

Years

following the

expiration
parties

Agree System

ment
of the
to

In

compliance

with

Subsection weight
will to

and

the

Arbitrator

consider

and give

substantial

the reasonable

business the

judgment
is

NFL
in

or the

NFL

Team

but

no deference of $1

be applied where
or more
for

NFL

alleged

have deferred

or forgone

revenues
in

billion

the purpose of securing
shall

leverage

collective

bargaining

which case

any

fmding of non-compliance

re

68

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 19 of 59

quire proof by
in
ly

clear

preponderance of the evidence
business

The
or an

following

is

list

of decisions conclusive
ticket

respect be

of which

the

judgment of the

NFL

NFL
to

Team

shall

deemed
prices

reasonable

franchise location of games

stadium

capacity

or configuration outsource
advertising

or

suite line

number

and location
to

played whether

or

operate or naming
in

of business opportunity

and whether

accept
list

or decline not
limit

sponsorship
in

rights

The

foregoing

shall

any

manner
be

the circumstances

which the business judgment of the

NFL

Additional Accounting
subject
to

Team may Rules The calculation
or an

NFL

deemed
of

reasonable

AR

shall

be

further

the rules set forth in Section

10 below

Revenue-related
joindy agree
Article

Arbitrators

Wherever

this

Article

provides the parties
set

for

retained arbitrator

to

resolve
arbitrator

revenue-related
the parties

dispute use

and

if

cannot
forth in

on the

identity

of such
to select

shall

the procedures

15

Section

the arbitrator

Section

Benefits Benefits and Player Benefit Costs mean
to

the
for

aggregate

for

League
the

Year of

all

sums paid or
all

be paid on to or

proper

accrual

basis

League Year by

NFL

and

NFL

Teams

for

on behalf

of present

or

former

NFL NFL

players

but

only for Pension tirement Plan and the

funding including Second Career Savings
insurance
Disability

the

Bert

Bell/Pete

Rozelle

Player

Re

Plan
including
life

ii

Group

programs Plan

medical

and dental

coverage

and the Supplemental
Qii Injury

Protection

for the 2011

2015 League Years unemployment
in Article

only
compensation
social

iv
security

Workers

compensation
to

payroll

taxes

and contributions
Preseason

the fund

described

30

Section

per diem amounts
for in

and

regular

season
for

meal allowances
player participating in

vi
offseason

Expenses

travel

board and lodging
with Article

an

workout program Payments
or

accordance

13

Section

6e iv
in

vii Rookie

reimbursements

made

to

players

participating

Clubs

Orientation viii

Program as described and
travel

in Article

Moving

expenses
salary

Lx
practice
is

Postseason contract

pay and
the

paid

to

practice

squad

players

pursuant

to

squad

during
after

postseason unless
for

the practice than squad the

squad

player contract
practice

executed

or renegotiated case
as
all

December
such

more

minimum
during

squad

salary in which
will

salary

paid to

practice

player

the postseason

be counted

Salary medical
costs

Player providers

Q.e

fees

to

doctors

hospitals
for

and other health

care

and

the

drugs and other medical including
training salaries

cost

of supplies

the treatment or

of player the cost of

injuries but

not or

of trainers

or other
the ten

Team personnel
amount
percent

Team

medical
in to

equipment
not increase

in addition by more than
costs third

of player medical

costs

included Subject expenses
tion costs

Benefits the

may

IO%

each of

League Year
each

foregoing

Player
players

medical

shall

include

one-third

Clubs

for for

tape used on signed

and one

of each

Clubs player physical examina
costs relating to

players

layer

physical examination

the

Combine

69

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 20 of 59

or

for

Free

Agents

whom

the

Club

does

not

sign

are

not

included

in

Player

Benefit

Costs

xi
xii
xiii

Severance

pay Program
Benefit as described
in Article in

The The

Player Annuity I\linimum

Salary

27 24
and
further

xiv
provided
that

The Performance Based Pool as
there shall be no Performance

described
for

Article

Based Pool

the 2011

League Year

xv
xvi
xvii
xviii

The The The The

Tuition

Assistance

Plan Reimbursement
players

NFL

Players Health
for

Account
from dementia

88

Benefit
Player

former

suffering

NFL

Benefits committee

xix
that

The Rookie
of that

Redistribution
is

Fund as
used
to

described

in Article

to

the extent

any

portion

Fund

not being
in

offset

the allocated

Benefit Cost of the
further

Legacy

Fund

as described

further

Subsection

xx below
the 2011 provided term
that

and

provided

that

there shall

be no Rookie

Redistribution

Fund

for

League Year of the $620 million aggre

xx
gate

The Legacy
to

Fund
that

and

further

contribution
as

the Legacy

Fund

over

the

of this

Agreement
allocation

only

49%

shall

count
Benefit
that

Benefit Cost across the not

and

the parties covered portion

shall

agree
this this

on the

of this Player

Cost

League
allocate

Years any

by
of

Agreement and further provided
Benefit

the

parties

may

Cost

to

the

2011 League

Year and xxi gram
If different federal

Beginning

in

the 2015 League

Year

the Long-Term

Care Insurance

Pro

Benefits or
state
if

that excise

are

not

currently parties

taxed are
will

subject
in

to

new

or matetially about the

tax
in

the

negotiate
for

good

faith

appropriate
to this

adjustment

any

Benefits to any

account
to

such
that

additional such
set tax forth

tax

In agreeing

Section

neither party waives

right

contend
Benefit

amounts
in this

would

meet or would not

meet the
shall

definition

of

Player

Cost

Agree

ment and
will reer

this

Section

not be referred to in any

dispute

regarding of
this

such

issue Benefits

Without
not include

limitation

on any

other

provision
elected

Agreement

salary

reduction
in Article

contributions

by

player to

the Second

Ca

Savings

Plan desctibed
to

XLVIII
Internal

any

tax

imposed on the

NFL

or

NFL

Clubs Rozelle
es

pursuant

section

4972 of the

Revenue

Code
costs

for

the

Bert

Bell/Pete

NFL

Player

Retirement
in

Plan and
with

attorneys

fees

or other legal expens claims

incurred

by Clubs

connection
will

workers

compensation
all

of players

Benefits for

League Year

be determined

by adding together

payments
Clubs
for

made and
the above

amounts
purposes

properly accrued during
that

by or on behalf

of the
that to

NFL

and

all

NFL

League
Plan

Second

Career Savings
if

Year except will be deemed

Benefits
in

for

pension

funding
for as

and the
of

be made
in

League Year
calendar year

purposes

this Article

made

in

the Plan Year beginning

the same

the beginning

of such

League Year

Section

Accounting
Special

Reports Purpose

Projections
Letters

and

AR

Reporting

70

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 21 of 59

iA
one or more

As provided
Special

below

each

League Year the

parties

will

be provided

with

Purpose Letters by an independent which
report the
All

accounting Salary
that

firm hereinafter Player

the

Accountants
Costs

Revenues

Team
for

Cash

Costs

Player

and Benefits of each
reported

Club and the Club
through

NFL
review

League Year
firms

utilizing

information

by independent

and League
its

accounting

and infor

mation
shall

obtained

by the Accountants
recognized agree
to

procedures
appointed

The Accountants

be

nationally

accounting share equally

firm jointly the cost

by the

NFL
The
to

and the

NFLPA
Package
countants

The
to

parties

of the Accountants providing playing

Reporting the

be used

by the

Clubs
in

and the League
each of the

in

information seasons

Ac
this

Revenue
shall unless

Reports
to

NFL
shall

covered

by
31

Agreement end
basis

be agreed
otherwise

by the parties and by
set

be reported
basic

on

March
procedures

yearto

agreed
are

the

parties

The

review

be

performed be deemed
during

by

the

Accountants

forth

below

and may be modified

and/or

sup
shall

plemented by mutual
to

agreement of the parties
annually
to

The engagement
are

of the Accountants discharged

be

renewed

unless the Accountants of that
at

by

either

party be

the period

from May

July

year

Each

Special
its

Purpose Letter and
shall

shall

based upon
report

the best available

information

the time of with

issuance
to

include previously

of adjustments
for prior

and new information

obtained

respect

amounts

reported

League Years
of any
Salary

The amount
apply
Letters
in

Cap
at

and League Wide

Cash Spending
the Special

that

may

eague Year

shall

he determined
described than any

the times and utilizing

Purpose

and other information ii
In respect
the

below
error
is

event

found
to

in

AR

Benefits

or

Player

Cost
if
it

Amount
had not

in

of any

League Year subsequent
resulted in

the 2010 League or decrease such
as in

Year which
any
Salary

occurred
prior

would have League

any

increase

Cap

in

one or more overage
time the
as

Years
shall

the

total

amount

of any

Salary

Cap

shortfall

or

the case

may be
is

be added or subtracted

the

case

may be

the next
in prior

Salary

Cap

calculated

An

inaccuracy an
error

in

an

estimate

that this

was made
Subsection
the

League Year
estimates inaccuracy error for pursuant

shall

not

be considered

for

purposes each

of

and such
that

shall in

be an

reconciled estimate of
is

by the Accountants
not reconciled the

League Year In
to

event

an an

failure

do so

shall

be

considered
for

purposes
to
this

this

Subsection
that are

Any
the

individual

errors

proposed

correction

Subsection with

greater

than

$25000

must be substantiated
prior

by
to to

cvi the

dence

and be reviewed
being
that

the

NFL

NFLPA
such

and the Accountants
corrections
shall

correction procedures
iii

made

Any
extent
that

dispute

regarding

be subject

the

apply under Subsections

ix
amounts
of any have

below and information
Salary set forth prior in Special

To

the

that

the

Purpose Letter
within the term

indicates

the

amount
should be

Cap

for

any

League Year
actually

of

this

Agreement
shall

been

different as in

from the amount
the case the

utilized any
Salary

such
to

difference set \vith

credited or deducted

may be

to

the next
shall

Cap

be

Interest

Any

such

adjustment

Final League

Year

be immediate

iv
ed
in

The

Accountants

shall in

review
the

the reasonableness Years they covered

of any

estimates

includ and

any

Clubs
such

Revenue
adjustments

Reports
in

League
as

by

this

Agreement

may make

such

estimates

deem

appropriate

To

the

extent

71

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 22 of 59

that

the

actual

amounts

of

revenues

received
as

or
in

expenses Subsection

incurred

differ

from such

estimates

adjustments

shall

be made

provided
in

ii above
their to

The Accountants
to

shall

receive

connection with

with respect

duties the

access

and copies
in

of

the

Local

Accountant
access

workpapers
to

Schedule

de
Local

scribed

Appendix
or League

and
Office

the

fmancial

audit

workpapers
that in

of the

Accountants
derived not

to the extent
in this

necessary
will

provided

any

information

from the access
part

described
to

clause

be held

confidence

and

will

be

of any

file

subject
will

NFLPA
its

review
to

vi
League
or any marketing

The Club

NFL

use

best efforts

ensure that

any

contract

between
with the

the
sale

or any

Club
of any

Affiliate

and any
include

third

party in connection
that

of any

source
to

AR
and

shall
all

terms

provide

to

the Accountants

and the ments
in

NFLPA
or

access

fmancial

and contractual
third

information
to

and docu

the possession any other
to

custody
entity

or control

of such

party the

which the Club Club any
right to

Affiliate

controlled source

by the owner
or any

of

Club has

any

access

relating

such

revenue such

other fmancial

or contractual

relationship in

or transaction marketing ers In each

between

third

party and the League
Affiliate to

the Club involved

the

sale

or

of such
case

revenue such

source any
shall to

of that

Club

or any

of that
set

Clubs

own

access

be subject by the

and

limited

by the rules
the

forth in this of infor
If

Agreement mation
the

or otherwise
to
its

agreed

parties

regarding

dissemination
to

provided
despite

the Accountants best efforts

and the

NFLPA
such

pursuant access the

the

audit process
shall

NFL
to

cannot ensure Club or Club

NFLPA
that

have the
access

right

obtain

an

order against

the

Affiliate

requiring

such

be

allowed vii
countants Reasonably
shall as set prior forth to in

the

issuance

of

Special

Purpose Letter hereto
notify

the

Ac

Appendix

attached
if

designated questions

representatives of the concerning contained the
in that in the

NFL

and the

NFLPA
reported submitted
to

the Accountants Clubs or any

have any
other
if

amounts Revenue

of revenues
Reports

by the

information

by the Clubs
revenue

and
or any

the

Accountants
information

propose
contained

any
the

adjustments

be made

any

item

other

Revenue

Reports

submitted dispute

by the Clubs
concerning the

viii
cludabulity in

In

the event

of any

amounts

as opposed
to

to

in

or the interpretation validity

or application

of this any
to

Agreement
fmdings

be included

the Revenue

concerning
that

Reports including any dispute concerning made by the Accountants related expenses
be resolved dispute

or determinations

Subsection
as

1a xii

above

cannot

among
both

the parties

hereinafter

referred to
after

Disputed Adjust
and meeting
party
shall to either

ments such
with

shall

be resolved
parties

by the Accountants
Notwithstanding the

consulting

representatives

of

foregoing

have
this

the

right

to

contest any

by commencing Adjustments
are

System Arbitrator

proceeding

pursuant

Agreement

Disputed
for
all

made by
ro

the

Accountants

whenever

such

Disputed Adjustments
in

Clubs $5

adverse

the parry commencing
in

the proceeding

an aggregate
If

amount
the

of

million or

more
for
all

any

League
are

Year covered
to

by

this

Agreement mencing
million
will

Disputed
in

Adjustments

Clubs

adverse

the but

party

com
$10

the proceeding the parties
last

an aggregate amount the
full

of $5

million or more place
that

less

than
basis

agree than

that

hearing

will take

on an
if

expedited the

and

not

longer

one

day

provided

however

despite

reasonable

72

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 23 of 59

efforts

of the

parties
the

the

hearing

cannot agree not

be completed
day to-day

in until

one day

the

hearing

shall
if

continue
party that party party
shall for

unless

parties

otherwise does
costs

concluded
after

and

the
that

brings the proceeding

substantially

prevail

the hearing fees

then

pay the reasonable
its

and expenses

including

attorneys

of the other
shall

defense
to

of the proceeding

The

immediately
in

preceding

sentence

have
for

no appllcation
all

System Arbitrator Proceedings
to

which

the Disputed or exceed

Adjustments
$10

Clubs

adverse

the party bringing the
parties to as to

the proceeding

equal

million All of this

other

disputes or

among
with

the interpretation valldity or Benefits

or application included
in to

Agreement
Report
shall

respect

any

Salary

amount

Revenue
this

be resolved
in Article

by the System

Arbitrator

appointed

pursuant

Agree
the

ment

as set

forth

15
Final Special

ix
right

After

receiving notice
further

Purpose Letter
to

the

NFLPA
audit in to

shall

have

upon

reasonable
its

and

at

its

own expense
hired by the

conduct an

of the League
such Final Spe

and any of
cial

Clubs

to

veri

the accuracy

of the information

Purpose Letter through by
the

an
to

auditor

NFLPA

subject

notification

and

approval

NFL
shall

not

be unreasonably accompany
with the

withheld

the

NFLPA Auditor
on any
site visits

representative of the any
tor

NFL

shall

NFLPA

Auditor

during

such
shall

audit

but

not

interfere to

the conduct of the audit
its

The NFLPA

Audi
to

make

diligent

efforts

complete
Final

report no later than

sixty

60

days

prior

the scheduled

issuance

of the next any

Special in

Purpose Letter
of such
in

so that
Final

the Accountants
Special

and the
Letter Auditor

parties

may

address provide

issues

advance

next

Purpose

The

Clubs

shall

reasonable
it

cooperation

the audit
audits this
its

process

The NFLPA
copies of

may copy documents
reviewed not
in
its

reviews

in

the course of
as set forth

its

and maintain
Subsection
the

documents
Auditor agents be

office such

Other than
to

in

NFLPA
shall in this

may any The documentation
strict

show

copies

anyone and

other than
the

partners

employees and
therein

made

available

information

contained

held in

confidence

and may be discussed only with by the

individuals

authorized

Subsection

or as jointly Auditor

authorized prepare
this

NFL

Management
refer to

Council

and the

NFLPA
contents

The

NFLPA
in

may

one or more written

or oral reports for the use of the

NFLPA
such the
its

connection

with but

Agreement which may
to

and

discuss

the

of documents report

reviewed
shall

which may not include
or distributed
If the

copies
to

of any

such

documents
of the
in

Any
or of

not

be referred
for

anyone

outside

NFLPA

NFLPA
judgment of
this

Auditor
that

any other purpose
discussed then the
in the

NFLPA

determines

the exercise

matters

NFLPA
Auditor
it

Auditors report may

indicate

viola

tion

Agreement

NFLPA
that to

may show but
in

not

provide
of
its

copy of
to

such

documents
to

or

portions

thereof
violation

considers
for

the

exercise the

judgment

be relevant

such

potential

counsel
to three

the

NFLPA
staff to

Executive

Director author
to

and General Counsel of the
ity

NFLPA
shall

to

receive

such of

information
the

up be disclosed

NFLPA
in

personnel the

whose

advance

NFLMC
to

and up

three

members

NFLPA
to

Executive

Committee
to the

whose

authority

receive

such

information

shall

be disclosed

in

advance

NFL
days

In addition court
in

copy
any

of such

doc
to

uments
enforce

may
this

be

presented

the
least

System Arbitrator and/or
four business the

proceeding any

Agreement
based

At
such

prior to advise

commencing
the

such

proceeding
violation

upon

documents

NFLPA
based

will

NFL

of the alleged
to

upon which

the

proceeding

would be

the parties

shall

stipulate

rca

73

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 24 of 59

sonable

protective

order
in
its

terms

and

conditions

to

protect
as

the

confidentiality in to

of

such

information

Except

connection

with

proceeding agents
for

described not
refer

the or

preceding
distribute

sen
such

tence
copies

the
to

NFLPA
anyone

representatives and

shall

outside

of their organizations

any

other purpose

Projected
Prior to the
parties will

AR
the

Projected Benefits

True-Ups
the

and Timetable

the start of each

League Year other than the 2011 League
of agreeing

Year
to related

meet

for

purpose

upon

projections

to

be used

determine revenues

Projected

AR

and Projected

Benefits

including

incremental

stadium

from the opening or any new stadium
any

or major renovation stadium
for

of an existing

stadi

um

or

known

modifications adjustments

of an existing
to

lease

and contracted

revenues

and/or

percentage

be
the

used
prior

League

Media
In the

NFL
basis

Ven
of

tures/Postseason

and

Local

AR

from

League

Year

absence

agreement of the parties
for

otherwise

Projected

AR

shall

be projected
contracts

on the

of

League

Media

tures/Postseason
rates for

AR on the basis of the League AR on the basis of League level
not of
specified in

Media

for

NFL Ven

contracts

and year-over-year growth
for

such the
price

AR
basis

League-level

contract
price

and
taking

Local

AR
any

for

gate

on

the

average

prior-year ticket
for

into

account

an

nounced

increases

or decreases
to

the upcoming
for for
all

season
or

multiplied by the actual renovated
basis

prior-year attendance

adjusted

account

any

new

significantly

stadi

ums

relocations

or expansions
in

and

other Local

AR
the

on the

of the year

over-year

growth rates or
percentage annual

the absence
for

of agreement on the growth rate
revenues
either case

on the

basis

of the annual using

increase

such
in

over

prior four
to

League
for

Years

compound
Benefits

growth rate

adjusted

account or

any

new

or

significantiy

renovated
shall

stadiums new
Benefits
to

revenue projected

streams
to

relocations paid

expansions Pro accrued
in to

jected

be any

be

or

properly
that if

the be
for

applicable League Year pursuant paid the
for

this

Agreement Year

provided

the amounts

any

Benefit

during

the next League Projected

are not

reasonably

calculable
to

then
for

purposes
shall

of calculating

Benefits

the projected

amount

be paid
in

the

Benefit

be the amounts

expended

by

NFL

Teams

for

the same

Benefit

the prior

League Year ii
prepare an

Based on the meeting described
Initial

in

Subsection

the

Accountants
reporting

shall

Special forth

Purpose Letter
Projected

based on the Clubs January
Benefits for Benefits any
that

submis League

sions that

will

set

AR

and Projected

the

upcoming

Year and an

initial

calculation

of actual
set

AR

and

actual

from the prior League
difference

Year
Salary that

Following

the

method
prior

forth in

Section

below
Salary

between
applied
as

the
in

Cap

from the

League Year and the

Cap

would

have

League Year had the updated and Projected
or Benefits
as

AR
that

and Benefits information
Salary in

been used be

Projected
to

AR

when
case

Cap
the

was

set

shall

True
Salary

Up
Cap

be the

credited

deducted

the

may be

calculation

of the

for

upcoming
include

League Year using the method

set

forth in Section

Any

such

True

Up
the

shall

Interest
iii

No

later

than

August
shall

30

of

each

League

Year other

than

2011

League

Year
forth

the Accountants packages the

prepare

Final Special

Purpose Letter

based on the
that

fmal reporting
shall set

from the League and the Clubs from the prior League Year
fmal calculation of
actual

AR

for

the prior League

Year

the

74

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 25 of 59

fmal calculation

of actual
for the

Benefits

for

the prior

League Year and
the method
set

the

League-Wide

Cash Spending

prior League Year the Salary
Initial

Following

forth in Section
as

below any
above
Final

difference between

Cap

from the prior League Year
pursuant
to

adjusted

by any True-Up and
Special
that

made
the

after

the

Special

Purpose Letter apphed
as
if

Subsection

ii

Salary

Cap

that

would have
used
further

the

AR
to

and Benefits from the and Projected
Benefits

Purpose Letter Cap
in

had been
shall

Projected

AR

when
as

Salary

was set

be

True-Up
Cap
for further

be credited or deducted League Year
Interest
Special to the

the

case

may be
set

the calculation

of the

Salary

the upcoming
shall issue

using the method

forth in Section
Final 1st

Any
Year

such

True-Up
shall

include the

iv
Final

In the

League

the

Accountants

Final related

Purpose Letter by May League Year
shall

of the Final League Year

and any True-Up

be implemented immediately
the foregoing or anything
else in this

Notwithstanding
after

Agreement

if

the

initial is

calculation

of Projected
into for that

AR

for

League Year
such

new League wide
shall in

televi for

sion contract
the

entered

League Year
revenues
are

amounts

be

substituted

amount
if

for

League-wide

television

previously included
to

Projected

AR

In
the

addition next
tional

one or more Year
as

new

Clubs

scheduled

be added

to

the
will

NFL
In

during

League

one or more

expansion
in

Clubs

Projected
to

AR
the

include

an addi
all

projection described

of
in

AR
this

determined Subsection

manner

agreed

by

parties

of

the

events

the Accountants Player
shall

shall

calculate

revised fourteen

Projected days of

AR
the

Projected
triggering

Benefits

and Projected
the in Salary

Cost

Amount
be

within

14

event and
set forth

Cap

immediately

adjusted

accordingly

utiliz

ing the method

Section
tint

vi
increase mediately
certain to

In the

event

the

NFLPA
Benefits

exercises

any
Salary

right

to

reduce

or freeze

or

Benefits such

Projected

and

the

Cap
is

shall

be adjusted

im

reflect

changes
the amount the dispute
as

vii
Subsection

In the

event

of Projected resolution otherwise
to

Benefits

adjusted

pursuant

to

vii above

procedures permitted

of Article

XLVI
in

Section then
the

agreement of the parties or Salary Cap shall be immediately
fits

by

this

Agreement

recalculated

reflect

the adjustment

Projected

Bene

Section

Stadium

Credit League-approved
there stadium be project
credit Affiliate

For each
effective private

beginning
fifty

on

or

after

the the

date cost the

of

this

Agreement
incurred

shall

of

percent
to

5O%

of

whether stadium
in

by

Club Club
five

or the League cost
for

construct

or

renovate
tion

or seventy

percent cost

750

of such

stadium

construc over bor

or renovation of
to

California which using

shall

include based

fmancing costs on the
beginning

amortized long term

maximum
rowing
before each
the

15

years

an agreed
stadium

upon

rate

NFLs
in

cost such

fund

or

support

construction
credit for

the

League
projects

Year
for

new

stadium
shall

opens

The

aggregate

all

such

approved

League Year
private cost

be part of the Stadium Credit
include any revenues
that are

shall to

not

For purposes of this Subsection excluded from AR related to the above

project pursuant

Section

1avil lavii1

or

1aviiil

75

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 26 of 59

In equal to

each

League

Year

the

Stadium Credit

shall

also

include

an

amount

7O%
net

of

Any PSL above
of amounts Interest
is

revenues
in

excluded

from

AR

pursuant

to

Subsection

1avi1
over 15 or the

specified in

Subsection

1a

above
the

and amortized
stadium

years with renovation

beginning

the

League Year before

new

opens

completed

ii

Any PSR

revenues
in

excluded

from

AR

pursuant

to

Subsection
in

1a vii
the League

above
Year
in

net of amounts

specified

Subsection

1aiA
in

above
is

beginning

which the new stadium
iii

opens or the renovation
revenues
specified

completed from

Any naming/cornerstone
above
net of amounts amortized of 15

excluded

AR

pursuant

to

Sub
with
rights

section

1aviii1
to

Subsection the

1aiA

above

any

lump-sum

payments

over years

the

life

of
in

naming/cornerstone

agreement up

maximum

beginning

the League

Year the new stadium

is completed opens or the renovation The Stadium Credit shall

also

include

50%

of the cost of capital

expendi

tures

incurred
at

experience

during League Year in any stadium that relate in any way to the fan such stadium regardiess of when the stadium was constructed or renovat such over
five

ed

amortized

years such

except
costs

for to

video

boards
as

which

shall

be amortized

over

seven

years

with

Interest

be

verified

capital

expenditures

by the Local

Accountants

and the Accountants
Notwithstanding

using the

GAAP
absent
1.500

foregoing than

NFLPA

approval

the

Stadium
for that

Credit

may

not

equal

an

amount

greater

of Projected

AR

or

AR

League Year the Stadium Credit Threshold
If result in

the

sum of
be an

the amounts

described the the

in

Subsections

ac

above would
then unless the the

Stadium Credit
shall

that

would

exceed
to

Stadium Credit Threshold Threshold

Stadium Credit
parties

amount

equal

Stadium Credit

have agreed

otherwise Effect exceed

Cap
initially

Guarantee
the

In

the

event

that

the
for

Stadium

Credit

was

calculated

to

Stadium Credit Threshold
revenues

then

any individual from

stadi that

um

for

which

PSL PSR
to

naming/cornerstone
extent
in that

were excluded

AR

for

League
revenues

Year and
were
not

the

such

revenues

were excluded
that

and which

excluded

included the

the calculation

determining

the

Stadium Threshold
shall

had

been reached Cap

Incremental by 125 Cap
Effect

Cap

Effect
that

from such

stadium

exceed does

the not

Exclusion
exceed
shall

Effect

In the event

the Incremental then
in

Cap

Effect

the

Exclusion
into

by 125
to

Shortfall
Exclusion Cap

an additional

amount

be imputed ii

AR

sufficient

eliminate the Shortfall

the Salary

Cap
equals

For purposes
of revenue

of this Subsection

Cap

Effect

40

of

the amount

excluded

from
in

AR

Incremental

Effect

Incremental between
the

AR
AR

from the stadium

question
in

Incremental
question stadium
as

AR
its

equals

40
Base
in

of the

means the difference
to

Base

AR
the
are

generated
the

from the stadium
generated the

compared

the

AR
if

means

AR
of

from such
or

or

predecessor

the year

prior to revenues

completion being

construction

renovation

the

Base
shall

Year
not

PSR
any

excluded

from

AR

for

such

stadium

Base

AR

include

PSR

revenues

from the Base Year

76

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 27 of 59

iii
initially

For example be more
than
1.50

if

in

the 2018 League Year the Stadium Credit

is

calculated

to

of

AR
then

i.e

to

have

reached

the Stadium

Credit

Thresh
part

old
$8

and

if

Stadium

had an amortized

PSL

exclusion

of 520 Effect
this

million that

was not

of the Stadium Credit Threshold million

the Exclusion
this

Cap

of Stadium League Year

would be
the

40

of S20 million Under
that

Subsection Effect

for

League be
less

would guarantee
than

the

Incremental

Cap
If

from Stadium
Incremental then
to

would not

SlO million e.g 125% of 58 an Incremental
to

million
Effect

the actual million

AR
$2

from Stadium
additional

resulted in

Cap
for

of S8

$5

million in the

AR

would need
so that the

be

imputed
Effect

the

2018 League Year

resolve

million Shortfall

net Cap

from Stadium was included

would be $10
in the

million 1f

on the other hand
is
if

the S20 million million
is

PSL

exclusion
l.5/o to the

Stadium Credit that
taken
for

70%

of 520 then other

part of the
is

Stadium Credit being
the Cap Effect

the 2018 League any
to

Year
for

Stadium
stadiums tee

not

subject
in

Guarantee

but

PSL

exclusions Effect

not

included

Stadium Credit \vould
this calculation

be subject
ivill

the Cap

Guaran
excluded

For the avoidance
are

of doubt
to

be done every year such

revenues

subject

the Cap of

Effect
this

Guarantee
Section
for

For purposes
Effect

any

PSL

revenues
shall

subject begin
in

to the

the

Cap

Guarantee the

amortization

petiod stadium

for

the

exclusion

League

Year

in

which the new or renovated For purposes
of

opens amounts
the shall

this

Section
basis

count toward

the

Stadium
associ

Credit Threshold ated
shall

on

chronological

e.g

portion
the

of the Stadium Credit date

with

the

first

League approved
included
in

project
the

after

effective

of this Agreement

be the

first

amounts
first

calculation to

of the

Stadium Credit Threshold above
as shall in

Within each

project

the amount

pursuant
to

Subsection exclusion

be calculat
Subsection

ed

followed

by any

amount

atttibutable

an

AR

desctibed

Notwithstanding

the

foregoing

with

respect the

to

any

stadium
to

project
elect

for to

Los Angeles
include such

or

the immediately
in

surrounding

area

NFL

has
If

the right the

not

project
shall

the

calculation in

of the Stadium Credit
faith the

NFL

exercises credit

this

right the parties ed
to

negotiate

good

appropriate

amount
this

of any

relat

such

project separate and apart from the provisions of

Section

Section

Joint
there

Contribution
shall

Amount

For each

League Year beginning
that shall

in into

the

2012

League Year

be

Joint

Contribution

Amount

be

taken

account be $55

when

calculating

the

Player

Cost

Amount The
of which $22

Joint Contribution
million players shall

Amount

shall to

million for

the 2012 League

Year

be dedicated

healthcare Care

or other benefits
as

funds

or programs for retired $11

including
to

the Player medical
as

Plan
as

determined
to

by the
the

NFLPA

million shall

be dedicated
dedicated Football each
to

research

agreed the

by

parties and $22 million shall be

chatities

determined

by

NFL

including

NFL

Charities

and/or

Youth
by

or

successor

organizations

The
the

Joint Conttibution
allocation

Amount
in

shall

increase

5%

subsequent

League Year and
pro
rata to reflect

desctibed

the

preceding

sentence

shall

be adjusted

such

increase

77

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 28 of 59

Section

Calculation

of the Player

Cost

Amount
be and

and Salary

Cap
three
categories for

Revenue
purposes of calculating

Buckets
the Player

AR
and

shall

subdivided
Salary

into

Cost Amount
Local

Cap

League Media

AR

NFL
from
basis for

Ventures/Postseason

AR
sold or

AR
AR
shall consist

League
television

Media

League

Media

of the

revenues

arising

rights

licensed

either

nationally

or

packaged

on

regional

the telecast

or broadcast highlights
regular

of live or near live transmission of entire

or near-entire other

NFL
but

games
not
for

but up
to

not

on broadcast
season
rights

cable

satellite

internet

or

media

sixteen

games
for

telecast live

or broadcast delayed Royalty

by the

NFL Net
national

work
terrestrial

international satellite

television internet

and

games
Tribunal
that

and
as

radio

and

Copyright

For the
fall

avoidance category the
for

of doubt
are

of the 2011
fees

League Year the only revenues by

would

into

the rights

paid

FOX

for the

NFC

afternoon

package
package be
in

CBS for
but not

AFC

afternoon

package
and
the

ESPN

for the Monday Night Football
rights

the separate

digital

international

agreement which

shall

the Ventures

bucket
Ticket revenues

NBC
package
that

for
but

Sunday
for into

Night

Football

package
Network
fees

DIRECTV
carriage

for the

Sunday
the only

not
fall

the

separate

NFL
are

agreement

would

category
Sirius

the rights

paid

by Westwood One for

the national radio package

and

for the national

satellite

radio

package

ii
sist

NFL
revenues of

Ventures/Postseason
those

NFL
in

Ventures/Postseason Subsection
to

AR
arising

shall

con

of

other than

described

above

from the
or

operation
affiliates

postseason
to

NFL

games received

or

be received and

by the

NFL

NFL
those

as opposed
in

by Club or Club Affiliates

revenues

other than
entities

described cluding

Subsection
limitation

above

arising

from operation

of NFL-affiliated

in

without

NFL
and

Ventures

NFL

Enterprises

NFL NFL
NFL

Productions
of doubt

NFL
in

Digital this

NFL Network NFL Properties NFL.com and NFL Mobile including
include without limitation or distribu
all

For the avoidance
revenues
tion

revenues including

category
to

of
live

Network
games

those

related

the broadcast

telecast

of

and

the

RedZone

channel

and
the

the

revenues of out

Ventures/NFL tures/NFL

Digital

from the agreement with

Verizon
that
it

revenues

NFL NFL Ven
of of-market

Digital

from
of

Game

Pass

to the

extent

only distnbutes

games
revenues
in

the

revenues

NFL

Ventures/NFL.Com
Films

from Preseason

Online

and

the

from of the

NFL

Ventures/NFL
listed after

from the
such

NFL

Films

agreement with
as

ESPN

each

cases

above

as

agreements

exist

of the 2011 League

Year
iii Clubs or

Local
Club

Local

AR
and

shall

consist of included

all

AR
Local

received

or to

be received
or

by the

Affiliates

not

in

League

Media
shall

AR
include

NFL Ven
from

tures/Postseason the sale or license

AR

For the avoidance

of doubt

AR

revenues

by Clubs of preseason
in

game
future

television

rights

iv
bundied
Local

Bundled Rights
sold or licensed the parties
for

League
that

Years
be

League
within

Media
the

rights

are

and

with
will

other
discuss

rights in

would
faith

Ventures
alloca shall

or

AR bucket
of the revenues

good

the

appropriate the

bucket
issue

don

such

rights

In

the

absence
shall

of agreement
jointly selected

be

resolved
parties

by an
shall

Allocation

Arbitrator \vho
an
allocation to

be

by the parties The

each

propose

the

Allocation

Arbitrator

who

will

decide

78

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 29 of 59

which
shall

proposed
apply
to

allocation

to

adopt

i.e

baseball
specified

style
in

arbitration

This

Subsection

not

any

of the current contracts

Subsections

and ii above

gories and
similar

all

No Migration No AR may be included in more than one of these cate AR must be included in one of these categories Revenue for substantially
services bucket the sales etc
in as for

rights revenue

the

2011

League

Year

shall

not

migrate

into

another
ceives

subsequent
in

League

Years

regardless

of

the

entity

which re

or generates 2011

AR

such

subsequent

League Years

the 2011

League Year
is

The Player Cost Amount for League Year Player Cost Amount shall be $4556800000 million per Club i.e the Player $142.4 The
Salary

Cost Amount
million If the
greater

ccpegged

Cap

for

the

2011

League Year
is

shall

be $120.375
to

amount

of actual

Benefits for

the

2011

League Year
then

determined
to

be

than

8704800000
be reduced
not

$22.025 million per

Club
that

the contribution

the Player

Annuity Plan or such Year
shall

other

Benefits as determined the difference so

by the
the

NFLPA

for

the 2011
for

League
the 2011

by

total

Benefits

cost

League Year does
2011 cause

exceed

$704800000
shall

For the avoidance
any

of doubt

Benefits for the

League Year do not
there
to
is

and
the

not

include

Performance Based Pay Pool nor any
of the

be
the

no Pool

for

2011
as

League
in

Year Year

NFLPAs
above

required

allocation

the Legacy not
allocate in

Fund
to

described

Subsection

2aixx
there
is

because

NFLPA may
Fund
2011

the 2011

League

nor any of the Rookie

Redistribution

referenced

Subsection

2aixix
Year Player
Salary

above because

no such

Fund

for

the

League

Year
Other League Cost be

Amounts
calculated

For
using

all

other League Years

the
the

Player Cost Amount Special Purpose Letters

and
in

Cap

shall

the information

from

the following

manner
Cost

Calculation

of the
as the

Projected Player

Amount

The

Player

Cost

Amount
450 ness

shall

be

calculated

sum

of

55%

of projected

League Media from new
of projected
projects line

AR
of busi

of projected
projects
if

NFL

Ventures/Postseason
to

AR
for

other than

AR

pursuant

Subsection of the
less

xii2
AR
47.5%

and

applicable

50
above

net

above new line

40

Local pursuant

AR
to

of business

Subsection

1a xii
Bands

of the Joint Contribution 14 League than

Amount

If in any

of the 2012
is

Years the Player Cost Amount

before

application

of the
shall

Stadium Credit be reduced Cost Amount
to

greater

48

of Projected If in any

AR

then

the

Player Cost Amount

48
before

of Projected application

AR

of the

201520
is

League Years
er

the

Player

of the Stadium Credit
shall

great

than

48.5

of Projected

AR

then

the Player Cost

Amount
Player

be

reduced
is

to

48.5
than

of Projected

AR

If

in

any

of these League

Years

the

Cost

Amount
to

less

47%

of Projected

AR

the Player

Cost Amount

shall

be increased

47%

of Projected

AR
iii

Application

of

Stadium

Credit The Player
the

Cost Amount
shall

shall

be

re

duced by the Stadium Credit

provided

that

Player

Cost Amount

not

be

below

47o
each

of Projected of the

AR
16

for

each

of the 2012 or

14

League Years 46.5%
of Projected

of Projected each of the

AR
2017

for

2015

League Years

46%
or

AR

for

20

League Years

iv
calculated

Floors
pursuant
to

If
this

in

the

2012
is

2013 League Year
than $142.4

the

Player

Cost Amount
then
the

Section

less

million per

Club

Player

79

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 30 of 59

Cost Amount

shall

be increased

to

$142.4

million per Club

i.e

there

is

Player

Cost

floor Amount
the

of $142.4

million

per Club

for

those League

Years
League Year
that shall

Salary
for that

Cap
in the that

The

Salary

Cap

for

be the Player

Cost by

League Year

less

Projected
in that

Benefits for

League Year

divided

number
provided

of Clubs
further

League

League Year adjusted
related to

by any applicable True
the 2011

Up

there shall

be no True-Up

League

Year

and there

shall

be no negative

True

Up

related

to

either

the 2012 or 2013 League Year

Section

Guaranteed
In each

Player

Cost Percentage

League
as

Year
of

the

average

of

the
all

current

League

Years

Player

Cost Amount

expressed
as

percentage

of

AR

and

prior prior

League Year Player

Cost

Amounts Average
es

expressed

percentage

AR
for

for

each

such

League Year the Overall For purpos League

must be

at least

47

the Guaranteed Player Cost Percentage
each

of

this shall

calculation

the percentages
as

League Year other than the 2011
calculated

Year
cial

be

calculated for

the Player

Cost Amount Year

pursuant
for that

to

the Final Spe

Purpose Letter
in

such

League

divided

by
for

AR

League

Year

as

determined
centage

such

Final

Special

Purpose Letter
$142.4 Final

and

the 2011

League Year the per by

shall

be
as

$4556800000
determined

@.e

million per Special

Club

divided

AR

for

the 2011

League Year

Year

by the

Purpose Letter

for

the

2012

League

In the event
is

that

at

the end of

given

League Year
shall

the Overall

Average

less

than

the

Guaranteed Player Cost Percentage there
consist credit

be an

Adjustment The
to

Adjustment form of
the

shall rata

of additional
to

Room
for to

under the next
each the

Salary

Cap

be

set

in the
to

pro

Team
to

Salary

Club

in

an

aggregate

amount
for

equal

amount

that

would have
that

be added Average

Player

Cost

Amount

such

given

League Year so

the Overall
for

would

equal the
shall

Guaranteed Cost Percentage
to

The

Player

Cost
for

Amount
purposes

such

League Year

be deemed

be increased
calculation

by the

Adjustment
sequent

of the Guaranteed

Player

Cost

Percentage

for

sub

League Years
In the event
that

an Adjustment

is

made under

Subsection
is

then
than

if

at

the

conclusion

of any

subsequent

League Year the Overall Average
shall

greater

the
shall

Guaranteed Player Cost Percentage there
consist of
rata that

be
Salary

Recapture
Cap
to

The Recapture
set

reduction
to

in

Room

under the next
each

be

in the form of
equal to
for

pro

charge
would

Team
to that

Salary

for

Club

in

an aggregate amount
Cost

the amount subsequent

have

be

subtracted

from the

Player

Amount

such

League
provided

Year so
that

the Overall

Average

would

equal the

Guaranteed Cost Percentage
exceed the dollar

the dollar

amount
that

of the Recapture

may

not

amount

of

any prior Adjustments ple
not
if

have not previously been
in

offset

by

Recapture

For exam
could
shall

prior Adjustments $10
to million in

resulted

$10 million of

additional

Room
for

Recapture

exceed

Room
subsequent

the Player

Cost Amount
purposes

such

League

Year

be deemed
Percentage

be decreased
for

by the Recapture

for

of the Guaranteed Player

Cost

calculation

League Years
this

An
sion
is

illustrative

example of

Guaranteed Player Cost Percentage

provi

set

forth

in

Exhibit

80

Exhibit
Player 2011

Illustration of Guaranteed

Cost Percentage 2014 47.0
47.6

2012 47.8 47.0 46.5 46.5 46.0 46.0 48.0

2013

2015

2016

2017

2018

2019

2020

Player

Cost

as

of

48.1

AR

after

application

of

the

bands
48.1o 48.0%
47.0

and

Stadium Credit 47.6% 47.5o 47.3o 47.2o 47.0% 46.9% 47.1o

Overall

Average

pre

Adjustment 0.7

Adjustment

additional

Cap

Room

as

of

AR
0.1%

Recapture

reduction

in

Cap

Room
48.1% 48.0% 47.6% 47.5% 47.3% 47.2% 47.0% 47.0%

as

of

AR
47.0

Overall

Average

after

47.0%

Adjustments

and

Re

captures

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 31 of 59

The
cannot exceed the dollar

dollar

amount

of the Recaptures

amount

of the

Adjustments

81

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 32 of 59

Section

Guaranteed
In each

of the

League-Wide Cash Spending 201112 League Years there
of the Salary

shall

be Guaranteed League

Wide Cash Spending
League during
such

of

99%

Cap

multiplied by the

number

of Clubs in the

League Year
of the four-League-Year periods of

For each
there shall such

from 201316

and
Salary

201720
Caps
for in

be Guaranteed League-Wide
Years during
in for

Cash Spending

95%

of the

League

each such

such

four-year period

multiplied by the
will

number
be made

of Clubs
if

the League ber of Clubs
if

each

period Appropriate adjustments
during each such

the

num

the League
for

increases

four year period

For example
150 million period

the

Salary

Caps
the

the

201316

League Years Cash

were $100 Spending

120 130 and
over
that

respectively

Guaranteed

League-Wide

four-year

would be $15.2

billion

95

of $500 million total Caps times 32
in

Clubs
of the
to

Cash Spending
Paragraph ing
Salary

League

Year

shall

consist to

sum of
players

total sign

amounts
earned signing deferred

earned or

or paid or committed or

be paid
paid
to

bonus

amounts
as to

paid

committed
regard
to

to

be

players

including

amounts
rules that

treated

bonus
Salary

without
specified

proration

and applying

the valuation

apply

in Article

13

Subsections

6aii
to to

and

6d
to

iii

and
ers in

any
that in

other

non-Benefit

amounts
the

earned

or paid

or committed
that

be paid
deferred not

play
Salary

League
Article roster

Year applying

valuation

rules

apply

specified

13

Subsections reporting grievance

6aii
awards
shall

and

6diii

including

but

limited weight

to

incentives

bonuses
settied

bonuses

offseason
injury

workout
or

bonuses
Paragraph of
all

bo

nuses

grievances

settlements

Salary

advances
ing in

League-Wide

Cash Spending

consist of the
for

aggregate

Cash Spend
consist of
all

League Year Team Cash Spending by such Club

each

respective

Club

shall

Cash Spending

Any
which
paid the
it

shortfall at

in

the League-Wide

Cash Spending

at

the end of

period
shall

in

applies

e.g
the

the end of the

2011 2012 2016
15
after at

or 2020 League

Years

be
to to

on or before
players

first

September Club

the

end of such
during the

League Year

directly

who

were

on

roster

any

time

seasons
shall

pursuant

reasonable

allocation

instructions shortfall

of the

NFLPA
made

Any
for

shortfall

be reduced
Years

by any
to

Minimum
Section

Team
below

Salary

payments

such

League

pursuant

Section

Minimum Team Cash Spending
For each
of the following four

League

Year periods

20132016
of

and
of the
are

20172020
Salary

there for

shall

be

guaranteed

Minimum
Salary

Team Cash Spending
for

89

Caps

such

periods 150

e.g

if

the

Caps
each

the 2013
shall

16

and 20172020

$100

120 130 and
for

million respectively of $445 million
in

Club

have

Minimum

Team

Cash Spending

that

period

89%

of $500 million

Any
League Year on or before
players in

shortfall
it

the

Minimum

Team

Cash

Spending

at

the

end

of

which

is

and 2020 League Years applicable i.e the 2016

shall directly

be paid
to

the next

September

who
to

were

on such

15 Teams

by the
roster

Team
at

having time

such during

shortfall

the

any

the

applicable

seasons

pursuant

the reasonable

allocation

instructions

of the

NFLPA

82

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 33 of 59

Nothing Spending
piles in

contained

herein

shall

preclude

Team
provided
in Article
is

from
that

having

Cash

excess

of the

Minimum
rules

Team Cash Spending
Cap
set forth

the

Team com

with

the accounting
If

of the Salary or
final

13
entered

the

NFL
has

agrees
failed

judgment or award

by the System
to

Arbitrator

that

Team
to

by the end of an
obligations

appilcable League
to

Year

make

the

payments Spending

required required

satisfy this

Teams

pay

the
the shall to

Minimum Team make
fails

Team

Cash
to

by

Agreement

then

in

the
the

event

promptly payment

comply with such
behalf
at

agreement

judgment or award
to to

NFL

such

on

of that

Team such

funds

be paid

as salary

directly

the players

on such

Team

the direction

of and pursuant

the reasonable

allocations

of the

NFLPA
rules

Section 10 Additional
addition counting
to

AR
prior set

Accounting

Rules The
express

following

accounting
to in

apply
all

in

those

set

forth above
to

Absent an
2011

provision

the

contrary

ac
of

rules

appiled
are

the

League

Year continue Agreement

effect

regardiess

whether or not they

forth

or referenced

in this

Multi-Year
In the event

Contracts/Lump-Sum
that

Payments
receives

Club or Club
for

Affiliate

or has
to

received years

lump which
such

sum payment
revenues years

for

sponsorship

or other rights

or \vith revenues

respect
shall

multiple
allocated

would otherwise
to to

constitute

AR

such

be

among

according
elect prior

one of the following
the
initial

methods of each

which

the

NFL
lump

Management

Council
in

may
ever

allocation

respective

sum payment
ten

equal annual
is

portions or

over
in

period equal
is

of five

years

or the duration of the rights which period
Interest are

shorter

annual shorter

portions provided Years
the

over
that

of

10
into

years

or the
the

duration revenues

of rights whichever
are

from the League Year
allocated

received

until in

the League
in

revenues

AR

shall

be

imputed

and included ii
If

AR

equal portions
into

over such

periods pursuant
to

Club

enters

multiyear contract
the

which revenues
to

are

to

be received

in different

League Years

contracts revenues
that
if

attribution

of revenues
is

specific

years shall not the
to

control
receipt

the allocation

of the

the allocation such be revenues

inconsistent
shall

with

schedule the

for

of such which
in

revenues In
they
are

case
or
to

be
the

allocated

League
or to of the
shall iii

Years be

in

received
is

received

unless
to in

amount
rata

received portion

received

any
to

League Year
in

grossly case

disproportionate
rule set forth

the pro

total

amount

be paid

which

the

Subsection

above

apply Notwithstanding Subsections

iii above

any
to

remaining the League

allocation

of
this

TR

from lump
shall

sum payments
be included
as

under the Prior Agreement

Years

of

Agreement

AR
Club provides
the Club of such
tickets to

Sponsorship
In the event ing sponsorship
relationship

Revenues
that

any

individual

or entitr pursuant
to

has any
if

with

including
tickets

tickets

provided

sponsorship the
tickets

contract
are

the

face

value

may be excluded
In any case

from
all

AR

only

excluded

from

AR

under Section

1aiiD

sponsorship

revenue from sponsors whether cash or barter less only the face value of any tickets by the Club which are otherwise inchided in AR shall be included in AR i.e provided

83

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 34 of 59

revenue receiving

amount
tickets

that shall

Club

receives

from
than

sponsor

in

connection

with

the

sponsor

not be counted more event
that

once
tickets to

ii
having

In the

Club provides
with then the

any

individual

or entity

not

sponsorship individual

relationship

Club and

the Club receives

anything

of value received

from such

or entity cash

the

fair

market value of the consideration
face

by the Club whether
the Club which would
iii

or barter less only the included
in

value

of any
in

tickets

provided

by

otherwise

AR

shall

be included

AR
entities that

Charitable contributions
relationship charitable

made by
charitable to as

sponsors
entities

or other

have by

commercial Club nues

with

Club

to

affiliated

with

or designated
are

e.g

foundations
as

pursuant or

contract

with

the

Club
if

Club reve

and

shall
is

be

classified

AR

non-AR
Club and

appropriate player

except

the commercial

relationship

relationship If

between
is

iv
to activate either

national sponsor
local to

obligated under the terms
as

of the national contract
is

on the
pro
rata

level

and so long
in

the obligation or

in

the national contract
to

not or

all

Clubs

the League
shall

required
in to the

be activated

with

20

more Clubs
example
level
if

such the

activation

revenues

be included
the

Local

AR

category

For

national contract but such does not

requires specifr shall

sponsor

activate

$10 million of Club
for

sponsorship then

specific

number
in

of Clubs

which

activation

must occur

activations

be included

AR in

the Local
to

AR

category ii

Advertising-Barter

Transactions from barter
all

Subject

Subsections with

iv
be

below
is

the value

assigned to
rate

revenue cards

transactions

associated
barter

advertising
are to

to

be based on the
at

and

other

non-ticket

transactions

valued

the

fair

market value of the goods or
local

services

received
that are

ii
the station the value such has

For

radio and

television to

promotions

non guaranteed
to

i.e

the unilateral
to

discretion

extinguish the with such

Clubs

right will

the

promotion
will

assigned

revenues
stated

associated value
in

promotions
in

be zero unless

promotions
five

have

the contract

which case the assigned value
the that lack

be twenty
ly

percent
to

25
is

of the stated value
to

value or

of

stated

value

is

gross

disproportionate
to third

the actual agreed

Any promotion

Club may
any

sell

or otherwise terms of

transfer

party

be guaranteed notwithstanding

other

the contract
iii

For
revenue

local

radio and television with such
in

promotions promotions
the contract

that will

are

guaranteed one hundred

the value percent

assigned

to

associated or the
stated

be

1000
stated

of rate
dollar

card

amount

where

the contract

specifies

amount

of advertising the
total
is

iv
associated received with

Where

revenue

which the Club may draw against Club in value provided by
using
is

barter transaction the revenue
its

advertising

greater

rate

card

valuation
to

than

value
to

by the Club and where and where been
valued the goods
at
fair

the Club

transferring

an

unrelated

party

rights

advertising
tion

and

services

received the

by the Club in the barter transac
value
for rate

have

market

value

assigned

the

advertising valuation

provided

by the Club may be reduced
rata

by the Accountants
is

from the

card

on

pro

basis where

such

reduction
to

needed

to

make

the value

of the goods
it

and

services

provided

by the Club equal

the value of the goods and

services

received the

In-Kind
office

Provisions

The

value or

of
its

in

kind

provisions

to

League
will

under

contracts

made by

NFL

Ventures

subsidiaries

e.g

airline

tickets

84

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 35 of 59

not

be included

in

AR

The
be

value

of in kind
in

provisions the value

distributed

or provided
will

to

Clubs

under such

contracts usage or

will

included

AR

of such
will

provisions

be based
for track

upon

actual

or consumption

by each

Club the Clubs

be responsible

ing such

usage

consumption Boxes
from any
seating

Luxury from or boxes
to

Suites
sale that

and

Premium

Seating
right

Any
to

revenues

derived

be derived
or

or conveyance
the

of any

revenue agree the

from luxury
to treat as

suites

premium
in sale

NFL
line

and

NFLPA
to

do not
over

PSL

will

be included by the

AR

on

straight

amortized

basis

period
life

of time of the derived

covered luxury

or conveyance or
lease will

of such seating

rights up

the

maximum

useful
to

boxes

suites

premium
or sale

Any

revenues
suites

derived or

from or
seating

be
as

from the multiyear ment
period or otherwise

of luxury boxes
in

premium

prepay
over the

be included
the

AR

on

straight-line

amortized seating
If

basis

of time covered
is

by

multi year lease or sale of such transaction to events
the

the Club or Club
the

owner
tion

required
tickets

as to
is

part of the non-football

provide
face in

to

the other or
fair

party to

transac of such

\vith

value

market

value

tickets

whichever

lower

will

not

be included

the allocation

Naming
If

Rights/Pouring Club
Affiliate

Rights
receives

Club or
rights such

revenue
in

in

cash

or barter
to

for

or in
set

respect
forth

to

pouring

revenues

shall

be

included

AR
in for to

except

the extent

below ii
If

Club or Club
rights at

Affiliate that

receives serves as

revenues

cash

or barter

for

or in

respect

to

pouring

stadium

venue
revenues does not

both the Club and Major
be included
in

League

Baseball

or Soccer
for

the proportion

of such
that

AR

shall

be limited to
any net such revenues

Club or Club

Affiliate

own

or operate unrelated

the stadium
third

received

by the Club or Club to or received
such pouring the
the to

Affiliate

from an
or

party the

of any
tenant with

revenues
in

transferred

by the Club
revenues
receives transfers

Club

Affiliate if

from
in

MLB
tion third

connection
rights

with

rights

for example $500000 $300000
lot

connec

pouring

transaction

Club

from an
in

unrelated
to the

party which tenant

owns
receives

and operates
real estate

stadium
used
as

revenue

MLB

and

be

parking
in

with

value of $150000
for

from the
Affiliate

MLB
that

tenant

$350000

shall

be included
any

AR

and

Club or Club by the Club or
the total

owns

or operates

the

stadium

such

revenues of which

received
shall in

Club
ance

Affiliate for
all

multiplied by

fraction the

the numerator the

be

attend

NFL
Year
the

Attendance
the League
facility

facility during League question the games and the denominator of which shall be the sum of the NFL Attendance

in

Year

NFL
in in

in

question

plus the
in

total

attendance In no case

at shall

all

MLB

games
any

if

any

the

during

League Year

question

there be

double

counting

of revenue
iii If

Club or
tights such

Club

Affiliate shall

receives

revenue
in

in

cash

or barter
to the

for

or in
set

respect
forth in

to

naming

revenues or

be

included

AR
in for

except

extent

Subsection

ii above

iv

below
receives serves as

iv
respect
to

If

Club or Club
tights at

Affiliate that

revenues

cash

or barter

for

or in

naming

stadium

venue
otherwise

both the Club and Major
inclusion
that in

League

Baseball

the proportion
shall

of such
limited

revenues

eligible for

AR
not

the eligible revenues

be

to

for

Club or Club

Affiliate

does

85

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 36 of 59

own
net

or operate

the stadium

any

eligible

revenues

received

from an unrelated
Affiliate

third

party the

of any

revenues
in

transferred

to or received
such or

by the Club or Club
revenues

from

MLB
nues

tenant

connection
that

with

naming
operates
Affiliate

rights

see

above
there

and

for

Club or Club
received

Affiliate

owns
or

the stadium In

sixty

percent

of eligible reve

by

the

Club

Club

no

case

shall

be any

double-

counting

of revenue

The
section pouring

parties

agree

that

to

operate
has

stadium

for

purposes receive
all

of this

Sub
and

means
rights

that

the Club or Club Affiliate

the right to

naming

revenues Multi-Use

Stadiums
plays
its

When

Club

home games

in

multi use stadium

e.g

the stadi
is

um

is

used

for

both
or

NFL

owned
received signage

operated

leased by the

games that games and Major League Baseball or Soccer Club or Club Affiliate which revenues signage
Affiliate in

are

by the Club or
during

Club

consideration

for

the

right

to

display

such

both
total

NFL

games and Major
in the

League
during season

Baseball

games and

shall

be

allocated

based on the
ginning
in

attendance year
is

the

stadium

the baseball

the same stadium

e.g

2015 baseball
for

and the

NFL seasons be 201516 NFL season If
are leases

multi-use received
allocation

not

used
third

Major

League

Baseball operates

games or the revenues
or the

from an unrelated
shall

party which the vatious

owns

stadium
of

no

be made between

sports and the
shall

entire

amount
in

signage

revenues

received

by the Club and/or

Club

Affiliate

be

included

the

appropriate

years
ii
nues subject
to in

Clubs

may

receive

luxury

box

or

PSR

revenues

in

excess revenue
to

of ticket

reve be

gate receipt
part to

sharing

among
right
is

NFL
to

Clubs when
the luxury
in

such

might

also

attributable

the purchasers
if

use

box

attend of the

non-football

events

such

as

baseball

such

right

included excess

the purchase revenue
rights

box
to

from the

Club When
sharing

Club

receives

revenues

in

of ticket

subject

gate receipt permit the

among
to

NFL

Clubs

from the

sale

of luxury

box

which

also

purchaser

attend

Major League

Baseball

or

in

the case

of the

New

England
of such

Patriots

only Major League Soccer between

games

weighted

allocation

shall

be made
to

revenue

AR

and

baseball

or soccer-related revenue based

pursuant

the allocation
ticket

method
prices

the parties the
football

agreed

upon on October 20 1994

upon

the respective

of

and baseball
be

or

for

the
full

New
the

England

Patriots

only soccer
will

tickets in

No
to

allocation

shall that

made

and the
also

amount

of the revenues
to

be
to

included attend
Patriots affect

AR

the

extent

the

purchaser

has

right for to

use

the

box

non-football

events

other than

Major League Baseball
allocation

or

the

New

England

only Major
the inclu

League Soccer The
sion in

method
subject

agreed
to shall

by the parties will not
sharing

AR
Ii

of the

ticket

revenue

gate receipt not include

among

NFL
travel travel

Clubs
expenses expenses
against for

Off-Site
in offsite

Games
games
for

AR
non

reimbursed

Clubs curred revenue duction

playing

American

Bowl Home Team
Series

in
the

by the League Office from such
has already

the International
to
its

game

shall to

be netted
extent

game

prior

inclusion

in

AR

except

the

that

such

de

occurred

pursuant

to Subsection

1a xii
Show
Coachs Revenue from
scrim

Scrimmages/Training mages and
training

Camp/Coachs
revenue

camps and broadcast

from

show

or pre

game and

86

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 37 of 59

post

game

show

received

by

Club
that If are

will

be included
to
is

in

AR
\vill

However
not

revenue
in

from

scrimmages or training
Player
is is

camps Fines

donated

charities

be included
players or

AR
which
fine
it

player fine
in

deduction
it

from

salary

never paid

paid

@nd

thus not
either If the

included
as

W-2
fine

is

not

included
salary
it
is

in Salary

AR
in

If

by the player
as

deduction
gives
all

from gross
to for

or in not

separate payment included
that
it

is

counted
spends

Salary
fine

Club
of

charity
specific

AR
any
all

If

the

Club

on behalf

players

purposes
for

or

other
players

Club had
such
as

previously earmarked as being

paid by fine

money

the benefit of
notified
it
is

player parties the fme
is

and the
not

players in

were and are expressly

of such included

specific in

earmarking

included

AR

If the
is

Club keeps
in If

fine

AR

Any

fine

assessed

by and paid to

the League

not included

AR
Club be
operates

In-House
business
in

Media

Pro

Rata

Allocations
of

media
of
for

house
not

and
be
If

receives

revenues
parties shall

some
agree

which

would

AR

and some
revenues

which

would
in

AR
the has

the

upon
issue

allocation shall

of such resolved current

inclusion

AR

parties

cannot

agree
in to

the

be

by

jointly

retained arbitrator
utilized that are

who

experience Redskins
shall

the media business the percentage

The

methodology

by the Washington

allocate

of Red Zebra revenues
otherwise
are in

NFL

football-related

continue

absent agreement of the parties auction
shall

Charitable
to charities

Auction
any

Proceeds Any
Revenues
purposes
in

proceeds

that

dedicated

not

affiliated

with

Club or Club

Affiliate

not be included sharing pool

AR
by

Revenue Sharing
the League
shall for

any

revenue

established

AR

accounting

be

included

only once

87

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 38 of 59

ARTICLE 13 SALARY CAP ACCOUNTING RULES
Section League same
Calculation of the Salary
in

Cap The

amount
Article

of

the

Salary

Cap

for
is

any the

Year

shall for

be determined
each

accordance

with

12 The

Salary

Cap

amount

Club

Section
ceeds

Application

of the

Salary

Cap No

Club may have

Team

Salary

that

ex

the Salary

Cap
of Salary
to

Section

Calculation Subject

and Team

Salary
Salary

Subsection

below
in

and Team

Salary

shall

be deter

mined

in

accordance

with

the rules set forth

Sections

58

below
Salary shall

For Preexisting Contracts
accordance
that
if

Salary

and Team

be determined

in

with

the

rules

set

forth
is

in

Article

XXIV
new

of the

Prior Agreement the effective

provided date of this
to

any

Preexisting Contract
it

renegotiated
treated as

or extended Player

after

Agreement
set

shall

immediately

be

Contract subject
if

the rules
is

forth in Sections or extended
is

below
after

For
the
to set

the avoidance

of doubt

Preexisting Contract the renegotiated

renegotiated extended

effective

date of this Agreement Rule
set forth in

or but

contract subject
to

not

subject Rule

the
forth

30

the Prior

Agreement

may be
Section

the

30
of

in this

Agreement

Definition

Salary
in

Salary means the compensation
or anything
else

money
or his

property

investments and Veteran
is

loans
players in

of value

to

which an
have

NFL
not

player including

Rookie
Player

and

players

whose
with

contracts

been terminated
including with

Affiliate

entitied to

accordance period terms
this shall

Player Contract but
all

Benefits respect
to

Salary to

with

respect

any the of

include

Salary

actually
all

payable

such

petiod

under

of

Player

Contract

and

Salary

attributable

such

period

under the terms

Agreement
players
Salary shall also

include

any

and

all

consideration even
if

received

by

the player or his Player Affiliate
is

from

Club or Club
other

Affiliate

such

consideration services paid
if

ostensibly can

paid

to

the

player for

services

than

football

playing

the the

NFL

demonstrate

before
for

the Impartial Arbitrator such non-football of such
services

that

the consideration not represent

to

player or Player approximation

Affiliate

does
as

reasonable player

of

the

fair

market value
determination the player or independent
services

services

performed

by such

The
any

Impartial Arbitrators
actual dollar

may
Player
third

take into
Affiliate

account among
received
for

other things nonfootball

amounts from an

similar

playing

services for

party

and
third

the percentage
parties

of total

com
Team

pensation
Affiliate

nonfootball

received

from

versus

the

Team

or

Section Cap
is

Computation
effect
all

of

Team

Salary During amounts
shall

any League

Year

in

which the

Salary

in

of the following

be included

every day in determining

Teams Team

Salary

88

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 39 of 59

Player
all

Contracts
has paid or

Subject
is

to

the rules
to

below
as set

in

Section
in
all

of this Article Player Contracts exercised

amounts

the

Team
former

obligated

pay

forth

of current
options

and

players in

covering Salary

particular

League

Year

including

shall

be included

Team

Tenders
Drafted
as

Rookies
at

Salaries

shall

be included
List Salary

in

Team

Salary

automatically
is

of the day the

of the Draft
rights are

the

Minimum

Active

until

the player

signed
the

Teams

relinquished season

through

waivers
is

or

the Tuesday

following

tenth \veek

of the regular

if the player players
until

unsigned

ii
included
in

For Exclusive

Rights tendered

the

Minimum
is

Active

List

Salary

will

be
are

Team

Salary

when

the player

signed

or the

Teams

rights

relinquished iii included
in

For

players

who

are

Restricted Free Agents
until

the Qualifying
the

Offer

will

be
is

Team
or

Salary

\vhen

tendered

the player
is

is

signed

Qualifying
is

Offer

withdrawn

June
June
the

Tender
Tender
is

if applicable applicable the

made

If

the player

unsigned

and the
will

Team

makes
until

or June
rights

15
are

Tender

such

Tender
or the

be

included following

player

signed

Teams
season

relinquished
is

Tuesday

the tenth week

of the regular \vho
are

if the player Free 15

unsigned
the June
until

iv made
signed
will

For

players in

Unrestricted
as

Agents

Tender
the player

if is

be included
is

Team

Salary

of July
rights

and

thereafter

the Tender

withdrawn

the

reams
of the

are

relinquished
the

or extinguished
is

or

the Tuesday

following

the tenth week
Players until

regular

season Players the the

player

unsigned
be included the

For Transition
in

and Franchise
player
is

the tender

will

Team

Salary rights

when

made

the

signed

Tender
tenth

is

withdrawn
of the

Teams
season

are

relinquished
is

or

the Tuesday

following

game

regular

the player

unsigned
Sheets
will

vi
player
is

All to

Offer

be included by any

signed

Player

Contract

mrcam Salary when tendered until the NFL ream or the Offer Sheet \vithdrawn
is

Practice included Section
in

Squad Contracts
except
to

Any

Practice otherwise

Squad contract
provided
in

Salaries Article

shall

be

Team

Salary

the

extent

XXXIV
included
relieved

Termination
in

Pay Any
is

type of Termination released except
to

Pay

liability

will

be
is

Team

Salary

at

the time the player

the extent

the

Team

of any

such

liability

Grievances
of the amount the players
regular

When
for

player

salary

grievance

is

filed against

claimed

or

player whose contract prorated
in to reflect

qualifies

under

Article

Club 400 27 40% of
in

Salary vi1l

Cap

count

the

number

of weeks
is

remaining

the the any

season

be counted

ream

Salary

until at

the grievance the

resolved

or until

end of the League
grievances have paid

Year whichever comes
settled are

first

end of the League
if

Year

if

been

or

awards than be

have
the

been

made
400o

the

net

total

grievance

amounts
over the

by the Club

more

original

attributions

and put the Club

Salary

Cap

the
if

excess
the

will

deducted

from the amounts
at

Clubs
are

Team
less

Salary

in

the

following

League Year

net

total

grievance the season

paid

than

the original

4O%
Cap

attributions

and the Club
the

finishes

the Salary

Cap

or below the Salary
will

by

less

than

amount

of the

unawarded

attributions

the difference

be added

89

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 40 of 59

to

the

Clubs
for

Team

Salary in

for

the

following
after

League
the

Year

If

an

award
filed

or settlement

is

made

grievance
is

League Year
the
original

grievance the

was

and the grievance be included
in

amount

paid

more

than
if

4O%

attribution
is

excess

shall

Team

Salary

when paid
shall

the grievance

amount

less

than

the original
is

4O%

attribution

the difference

be deducted

from Team

Salary as in

when
set

the award
in

made

Expansion Bonuses
sion bonuses paid to players
shall

Except

forth

Article

XXXI
of the

any

expan Year
2011

be included

Team

Salary
first

Offseason
each the

Workouts
be
set

Beginning
an amount
in Article

on the
that
is

day

League

Clubs

Team

Salary

will

charged
forth

calculated

as follows

multiply the

minimum

daily

amount

XXXV
upon

Section

$145

for

League Year by 2880 80
of the

players will

days/week be adjusted
based

weeks
the

2880
amounts

At the conclusion
actually

players

program this who participated
of

charge
in to

paid

to

the offseason

program
Salary

At

that

time the amount
original

paid to
forth

each the

player will be charged
first

Salary

and Team
shall

and the

charge

set

in

sentence

this

Subsection
in

be removed

from Team Salary
to

In addition to
shall

these

amounts
cluded
in

any incentives

Player
to

Contracts Section

related

offseason

workouts

be

in

Team

Salary

pursuant

6c iii
in

below Year
any type of Inju
for

Injury Protection ry such
liability

Protection
shall

Beginning
in

the 2016 League
Salary in for

be included
or the

Team

the

League Year

which
is

Injury Protection
to

applies

League

Year

which
is

such
later

Injury Protection

paid agreed

be paid by settlement or awarded Other

whichever
not
listed

Amounts Any
Salary

other Salary

above

paid

to

players

shall

be included

in

Team

Section
Contract
shall Salary to

Valuation
the
in

of Player

Contracts
such

Notwithstanding
are actually that

any

provision the

in

Player
rules

contrary or

when

payments
of players

made
is

following
in

apply
in

determining

the

amount
for

Salary

to

be included

Team

particular

League Year

purposes

of the Salary

Cap
of the that

Paragraph

The
Contract
start shall

highest

applicable Salary
in

set in

forth in Paragraph year earned except

NFL

Player the

be included

Team

Salary

the

between

of the League

Year and the

first

day

of the regular playing season
for players

only the

follow
are

ing amounts not

from Paragraph
the

shall

be included
Player

whose
tenders

Player

Contracts Sheets

among

Teams
this

51

highest

valued

Contracts

and Offer

as

determined

under

Section
that

Any amount
Undrafted Rookie

exceeds

the

Nlinimum

Active/Inactive

List

Salary

for

Free Agents
that

and
exceeds twice the applicable

Any amount
List Salary for
all

Minimum

Active/Inactive

other players Salary
after the

ii
but not
will to

Deferred be paid
until in

Any
next

Paragraph

Salary shall

to

be

earned

in

particular

year

League Year
during
to

be considered Year earned
the
at

Deferred
its

Salary
value

and

be included

Team
Rate

Salary Salary

the League

present

based

on the
after
it

Discount
is

be paid

any

time before
Salary

end of the League be included
fully

Year
in

earned

shall

not

be considered

Deferred

and

will

the

Teams

Salary

during

the year earned

90

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 41 of 59

Signing Bonuses Proration
the

The

total

amount
straight this

of any signing bonus
line

shall

be prorated
to acceleration

over or

term of the Player Contract
other treatment
in as

on
in

basis unless with

subject

some
years

provided
Salary

Agreement

maximum

proration

of five

determining

Team
contract
his sole

Any
upon
events within In the the of proration
tion
is

and Salary except that year in which the player has
shall

the

right

to

terminate year
for

based

control

not be counted

as

contract agree

purposes

event players

the

NFL

and the

NFLPA
issue

cannot
shall

upon

whether an by the

op

within

sole

control

such

be resolved

Impartial

Arbitrator

Deion
year beyond players the

Rule

For any multiyear Player
express term of bonuses
that are this

Contract

that
if

extends the

into

any

expiration Salary
categories

of the
roster

Agreement upon

sum

of the any of

Paragraph
roster

based

the player

making
all

the Clubs Years

without

limitation and reporting

bonuses

during
if

League
fewer
is

of the Contract such

within

the express

term of

this

Agreement

but

there are

than three the

remaining than
years
if

League Years during
the portion of the

the

first

three years Signing
equally

of the Contract

in

aggregate
to

less

Contracts

Bonus
over

that

would

be

allocated

those the

the signing bonus
the

were prorated

the
to

term

of the of

Contract then
this

difference between

amounts
the

calculated

pursuant
that this

and

sentence
to

up
the

to

50%
after

of

the portion

of

signing bonus

would othenvise Agreement
reallocated

be

allocated

years

expiration in

of the

express

term of

the
in this

Dif
equal

ference
portions

shall

be deducted
the League

equal portions of the
three

from those
within

years

and

over
if

Years than

Contract such

the

express the

term
first

of

Agree
of
if

ment

or
an

there are

fewer

League Years within only
in this

three

years as to

the Contract
it

For purposes

of this Subsection Contract

renegotiation Subsection

shall shall

be
not

treated

is

entirely

new

Player

The

rule

apply

an

initial

Rookie

Contract
If

Player
to

Contract another

provides

for

an such

increase

in

Salary shall

upon

the

assign in

ment

of

such

contract

NFL Team
and be
in

increase
to

be included
paying
the

the

players Salary

upon Any

such

assignment

attributable

the

Team
contract

bonus
entered the

signing bonus

given

connection

with

extension over

into

before

the

expiration of the

of the players contract the
to

existing

contract with
its

\vlll

be prorated

re

maining receive

years

unexpired
at

together

extension
is

The

player the

shall

such

signing bonus

time that

the extension

executed unless

player

expressly agrees in the contract only the present value

defer payment

of the extension using
ear

bonus

in

which case Rate
shall

of

the

deferred
is

payment
executed
the

calculated within

the Discount of the

be prorated
contract

unless

the

extension
in

one

execution

of the
shall

being

extrnded

which case

gross amount

of the extension

bonus

be

prorated Qi Acceleration For any
assigned
prior tized to to

player removed
via

from the Teams

roster

or whose
in

Contract

is

another

Club

waivers

or trade

on or before
the Final

June

any

League Year

the Final Leagne

Year

or at any
will

time during
in

League Year any unamor
for

signing
that

bonus
each

amounts

be included

Team

Salary

such

League

Year

except

for

League Year preceding

the Final

League Year each

Club may desig

91

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 42 of 59

nate

up

to

two Player Contracts
the
last

that season

if

terminated of the

on or

prior

to

June

and
shall

if

not

rene

gotiated

after to

regular

game
contract
Salary

prior League

Year

be

treated

except

the extent

prescribed
for
its

by Section
such

6div
will

below
remain

as in

if

terminated

on June
Salary

i.e
until

the Salary

Cap

charge time

each

the Clubs

Team

June
longer

at

which

Paragraph

and any unearned
will

LThE
be

incentives
as set

will

no

be counted

and any
If

unamortized
puts
Salary

signing bonus

treated

forth in
will

Subsection

below
days
to

acceleration

Team

over

the not

Salary sign

Cap

the

Team
until

have seven
is

conform with the
Salary

Cap

but

may

any

players

there

Room

to

do so under the For any

Cap
from the
except
will in

player removed
trade after for

Teams

roster

or

whose

Contract any

is

assigned
tized start

via

waivers

or

June

the Final League
fully in

signing bonus of the next

amounts

future years

be included

Year Team

unamor
at

Salary

the

League Year
In the event
that
is

player traded

who

has

had

signing bonus
is

allocated to

over

the

years

of his
to

Player the any

Contract waiver

or

whose
the

Contract
Salary

assigned

another

team
will

pursuant not

NFLs
portion

procedure

Team

of the players

new team

include

of the signing year that contract

bonus
the player has year
for

Any
contingency cy
is

contract
as

the right

to

terminate based
until

upon
and

shall at

count

purposes
to

of proration such the not

the contingen

fulfilled

which time any
in

amounts
Salary

attributed

year shall be accelerated foregoing likely
to
if

included

immediately
rights to

Team

notwithstanding

the

player has

one or more
tives

terminate based
also

upon one
roster at roster

or more

be earned

incen
shall

and the player
until

being

on the

subsequent

time no acceleration

occur the

both
that

the incentives such
acceleration

and the
puts

preconditions
over
its

have been satisfied To Cap
its

extent

the

Team
shall

Salary to

in

League
Salary Salary

Year
the
in

prior to following the but

the Final League Year

the difference such
will

be charged
puts the days
to

Team
the

for

year

to

the extent

that

acceleration

Team

over

Cap

Final League

Year
any

the

Team
until

have
is

seven
to

conform

with
Salary

the Salary

Cap

may

not

sign

players

there

Room

do so under the
signing

Cap
in

The unamortized
Player
tract Salary

portion
to

of any
the
to

bonus

contained of such

an

NFL
Con Team

Contract

that

is

renegotiated
to

reduce

number
such

of years

Player
in

shall at

be included

the extent

attributable

reduced

year or years

the time of the renegotiation

iii

Amounts

Treated

as

Signing

Bonuses bonus
in

For purposes
shall

of determining

Team

Salary

under the foregoing

the term signing described

include
as

Any amount nus Any Any
extensions contract guaranteed

specifically

Player

Contract

signing bo

reporting

bonus
paid or guaranteed
negotiated subject
to for

consideration modifications option option
exercise

when

option of
first

years

contract

or individually
fee

rights

refusal

Any

7c
first

below and

any

bonus buyout amount when
or

the rule

set

forth in Section

paid or guaranteed
in

The
contract
for in

difference Salary

between
in

the

Salary

the

second
is

contract than

year

and the
Salary

year the

when

the

second

contract

year

less

half the

called

first

year of such

Contract

92

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 43 of 59

Any
after

reporting

bonus

in

the season

of signing

when

contract

is

signed

the start of training

camp
bonus
in the

Any
the last preseason

roster

season

of signing when

contract

is

signed

after

game
salary

Any Any

advance

paid on
tied to

guaranteed

basis

guaranteed
salary

bonus

workouts
is

10 11
roster

Any

advance of

\vluch
Salary

player

not

obhgated

to

repay

Any amount
or offseason

advance
that for
is

offseason guaranteed

workout
for skill

bonus
injury

offseason

bonus

reporting

bonus
basis

and

Salary

Cap

terntations

on

non-contingent
Salary

all

of the guarantees

Notwithstanding
offseason
roster

Subsections

above
offseason but

advance
that
is

offseason guaranteed any of the
in

workout
for

bonus
injury

bonus
cluded player player section

or

reporting

bonus

skill

and

Salary shall

Cap
in the the

terminations
in

on
Salary

contingent only of an
the in

basis the

for

potential the

guarantees

be by

Team
in

League

Year

which
in

bonus

is

earned
in

e.g
is

the

case
to

offseason
roster to

roster

required
shall

be on
affect

earn the

bonus bonus The
the for

League Year
rules set forth

which
this

in

Sub

11 12
is

not

Salary

Cap

accounting

any

other

purpose
of
if
it

In executed the
player

Player
in in

Contract or any

renegotiation each the

or extension

Player
is

Con
ad

tract

that to

the Final League Year
the
is

of the following Final League
to

to

be earned
Salary

or paid

season not

following cannot

Year repay
in less

any any than any

vance
\vorkout

which

the

player
is

and

he obligated

offseason half of the offseason

bonus

that

contingent

upon

the players participation any offseason
roster

Clubs offseason
reporting

workout

program

bonus and

bonus Any bonus
his to

13
play under

be paid
without

to

player solely
to

for

fulfilling

his

obhgations

to

Player

Contract

seeking
is

renegotiate

and/or

holding
for
skill

out

i.e

completion
except
that

bonus
using

and which bonus
of any the
to

otherwise

guaranteed
shall

and injury
its

the amount

such

completion

bonus
if

be

calculated

at

present extin

value
guishes
that

computed
the

Discount
receive

Rate
such

Further

any

event any

occurs

which
of

players

right

completion
Salary
if

bonus
shall

amount

the bonus
to

has

previously
Salary

been
for

included

in

Team

be

immediately occurs
prior

added
to

the or

Clubs Team
for

the current League
if

Year

such such

event

June

the next League
that

Year

such
to

event

occurs
Salary

after for

date with the remainder League Years
immediately

of the extin

bonus

has

been

allocated

Team

future

guished

14
Club and

Any Any
does

relocation

bonus which

is

individually

negotiated

between

player

and

15
as
if

increase

in

players

Salary

for

the current League
in

Year
that

that

occurs

result

of the renegotiation not receive
prior

or extension of the

of the players Contract
salary

League Year
extended of the or tenth

the

NFL

notice
to

terms

of such

an

executed

renegotiated

contract

400pm

New

York

Time
anything

on the Monday

week

of the regular

season
the

Notwithstanding subject
to

above
any

provisions guaranteed

or

else

in

this in

Agreement
Player

but

Section

6d

below

Paragraph

Salary

Contract

93

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 44 of 59

including
will

but

not

limited to
as

renegotiations
solely

or extensions

of pre existing of the guarantee In the

Player

Contracts

not be treated

signing bonus
for

on the
or

basis

Credit
receives

Salary

Forfeited

Refunded

event

that
fails

Club
to

refund

from the player of any
portion
as

previously-paid

Salary

or the any
in

Club

pay
as

any previously
signing credited section

allocated

of has

signing bonus previously the next

including

amount

treated shall

bonus
to to

such

amount

been included League Year

Team

Salary

be

the the

Clubs
extent

Team
that

Salary

for

For purposes
previously cover

of this paid

Sub

they

constitute

reimbursement
as

for to

signing inabil

bonus
ity

insurance

proceeds

received

by
his

Team
Player

beneficiary
shall

the players

to

perform
if

services

required by

Contract

be deemed

refund

from by
for

the player the policy inspection

the Club or the player purchased so specified request
in

the policy

the amounts
is

covered
available

are

the Player

Contract and
Council or

the policy
tlie

made

upon

by the Management

NFLPA
not
to limited to

Incentives

Any and
bonuses
shall

all

incentive amounts
in

including they are

but

performance
during such

be included

Team

Salary

if

likely

be earned
during
in

League Year based upon
In the case of Veteran

the players and/or

Teams performance
the prior season

the prior year
that

who

did not agree
as

play during
to

the event

the
to

NFL
within

and the

NFLPA
control

cannot

whether such
to

performance

bonus

is

likely

be earned
the

such
sole

disputes

shall

be referred

the

Impartial Arbitrator reporting

Any

incentive offseason

of the player
shall

e.g
if

non-guaranteed likely
to

bonuses

workout

and weight II

bonuses
the

be deemed

be earned bonuses
the
actually

At

end of
in

season
of the

performance

earned

resulted

in

Club paying
the

Salary

excess
as

Salary

Cap

then paid

amount

by which

the Club
shall

exceeded
subtracted

Salary

Cap

resuli

of such
for
if

actually

performance bonuses Year

be

from the Clubs Team At the end of
Salary

Salary

the next League

iii

season

performance
exceed an

bonuses

previously included
actually to

in

Clubs
but

Team

but

not

actually in

earned

performance bonuses amount
shall
if

earned

not

previously
for

included

Team

Salary

be added any

the

Clubs over

Team
age

Salary

the

next League

Year equaling
the Salary
to

the

amount
at

by which such season

exceeds

the

Teams Room under

Cap
the

the end of

Club may

carry over
notice
to in

Room

from one League Year by the owner
to

following

League Year by submitting
than fourteen of

writing signed

the

NFL
the

no

later

14

days

prior the
to

the

start

of the next League Year
to carry

indicating shall

maximum amount
be adjusted

Room
based

that

Club wishes
the

over The
of

NFL

promptly provide
over
will

copy of any such

notice

NFLPA
Room iv
if

The amount
available after

Room

carried

downward

on the

fmal

the year-end

reconciliation

earned

the
will

Any team performance will be automatically deemed to be Likely to be Team met or exceeded the specified performance during the ptior League
be automatically deemed
to

Year and
not

be

Snot

likely

to

be

earned

if

the

Team

did

meet the

specified

performance during
incentive

the prior League

Year
in

Any
not identified
in

bonus
is

that

depends

on team performance

any

category

Exhibit

hereto

prohibited
that

vi
any category

Any
not

incentive bonus
in

depends
hereto
is

on

players individual

performance

in

identified

Exhibit

prohibited

94

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 45 of 59

vii
categories

Any

incentive bonus those used
to

that assess

depends on performance

players individual
at

performance
position

in
is

other than

the players primary

prohibited viii Recognition

Any
not

incentive

bonus

based
is

on

player

receiving

Honors

or

Media

listed in

Exhibit

hereto
for

prohibited teams
special

ix

Any
season

incentive
in at least

bonus

special

playtime teams

is

prohibited
in the

unless

the

player participated
prior regular

50

of the

Clubs

plays

immediately

Any
dye bonus
that in

player whose

primar

position

is

on offense

cannot

have

an incen
unless such

depends

on team performance on defense more
of
in the the

or or

special special

teams
teams

player played season

15%

or

Clubs
event cannot

defensive

in

the

prior

pro

rating

participation
is

of games missed

due

to

injury Any player
that

whose team more

primary

position

on defense

have an incentive bonus
unless
in

depends
in

on
or

performance
of the Clubs
in

on offense
offensive

or or

special

teams
teams
to

such

player played season

lS%

special

plays

the prior

pro
by the

rating

par

ticipation

the event
Official

of games missed National

due

injury
statistics

xi
be
utilized in All

Football
player

League
has

as

provided

NFL
in

shall

determining
statistics

\vhether
are final

earned
is

any not
are

incentive described subject
to

Exhibit of
to to

or such the

such

and

their validity

challenge
shall

Copies

statistics

and

the

methodology upon
after

which they

calculated

be provided
entity

NFLPA

promptly

receipt

If

the

NFL

discontinues
this

using

an

outside

provide

official

NFL

statistics

the parties

shall revisit

issue

95

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 46 of 59

EXHIBIT

TEAM INCENTIVES
OFFENSE
Points scored by

DEFENSE
Team
by
Points allowed

SPECIAL
by Team
allowed

TEAMS
return average

Touchdowns

scored

Touchdowns Team

by

Own Own

punt return average
kickoff

Team
Total offense

net yards

Total defense

net yards

Opposition average

punt return

Average

net yards gained play

Average

net yards allowed play

Opposition average

kickoff

return

per rushing

per rushing

Average

net yards gained

Average

net yards given

up

per passing play Sacks allowed

per passing play Sacks Interceptions

Passing

completed

ALL
Wins
Playoffs

Conference Championship Super Bnwl

Touchdowns

on returns and recoveries

Net difference takeaways/giveaways

96

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 47 of 59

EXHIBIT
INDIVIDUAL INCENTIVES

RUSHING
Total yards

Average

yards

100

attempts

Touchdowns

PASSING
Passer rating

224 attempts
percentage percent

Completion
Interception Total yards

224 attempts

224 attempts

Yards per pass 224 attempts

Touchdown

passes

RECEIVING
Total receptions Total yards

Average

yards

32

receptions

Touchdowns

DEFENSE
Interceptions Interception return yards

Touchdowns
returns

on interception

Opponent

fumble recoveries

Opponent fumble return yards Touchdowns on opponent
fumble returns
Sacks

PUNT RETURNS
Total yards

20 returns Touchdowns
Average

97

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 48 of 59

EXHIBIT
INDIVIDUAL INCENTIVES KICKOFF RETURNS
Total yards

Average

20

returns

Touchdowns

PUNTING
Gross average Net average

40
line

punts

40 punts

Inside 20-yard

PLACE KICKING
Total points Field goals Field goal percentage Field goal percentage 0-19 yards

16

attempts

attempts

Field goal percentage 20-29 yards

attempts

Field goal percentage

30 39

yards

attempts

Field goal percentage 40-49 yards

attempts

Field goal percentage 50 yards or longer attempts

OTHERS
Roster

bonuses bonuses bonuses
special

Reporting Playtime

excluding
Special

teams

teams

playtime

98

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 49 of 59

EXHIBIT

HONORS AND RECOGNIZED MEDIA
VETERAN HONORS PRO BOWL
ALL NFL First and Second Team ALL CONFERENCEFirst and Second Team SUPER BOWL MVP ROZELLE TROPHY

NFL MVP
PLAYER OF YEAR DEFENSIVE PLAYER OF YEAR OFFENSIVE

PLAYER OF YEAR

OR CONFERENCE NFL OR CONFERENCE NFL OR CONFERENCE
NFL

VETERAN MEDIA
ASSOCIATED
PRESS

PRO FOOTBALL WEEKLY PRO FOOTBALL WRITERS OF AMERICA
SPORTING NEWS SPORTS ILLUSTRATED

99

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 50 of 59

xii
ly

Any team
flies
if

performance-related
is

incentive will be revalued

under the like
trade

to

be earned
xiii

the contract

assigned to
will

new Team
at

through the time an

or waiver renegotia have or of
to
al

Any
at

renegotiated

contract

be revalued
the conditions
to

of the

tion

Thus

if

the time of the renegotiation
that

for

incentive bonus

already tered

been

satisfied

bonus

will

be deemed likely
in

be earned
after

Any new
the
start

incentive

bonuses
in

renegotiated they

preexisting

contract
will

the be

regular season

which

may be earned
bonus based

automatically

be deemed

likely

earned

during

that

season
incentive

xiv
ited

Any Any
to

upon

another

players performance

is

prohib

xv
is

incentive bonus

based
sets

on the teams performance

automatically will

be deemed likely
equal
to

be earned
than
that

if

it

minimum

level

of

statistical

performance
in

that

or lower

achieved

by the team finishing
the previous
specified

fifth

from the bottom
an

the

League bonus

in the applicable category

during

season

For example

incentive

based

on

team winning
this

at least

number
to

of games will be evaluated than
that

by by sea
will

determining the

whether was

number

of wins

was

equal

or lower
in

achieved

team

that

fifrh

from the bottom

of the League

wins

during

the previous

son Conversely
be deemed
that
is

any

incentive bonus
to

based
if it

on the teams performance automatically

not

likely

be earned
than
that

sets

minimum
by the team

level

of

statistical

performance
of

equal to

or higher

achieved during
that
is

finishing

fifth

from the top

the League in the applicable category

the previous based

season
the
in to

xvi
ranking
in
its

Any

incentive

bonus

upon

team achieving
or to
if
it

particular

in

its

performance

relative

either

to

other teams likely

the League

other teams ranking

Conference
equal
to

automatically than
fifth

will

be

deemed

be earned

sets

level

or lower

from the bottom

of the League

or third
that to

from the bot
is

tom
team

of the Conference
finishing

respectively

For example an incentive bonus
will

based

on
in

28th

in

the League in total offense

be deemed likely bonus
in

be earned team

League consisting of 32
14th in 16
its

teams

similarly

an

incentive
to

based

on

finishing

Conference

will

be deemed

likely

be earned
is

Conference consisting of
the team
in

teams Conversely
ranking
in
its

any

incentive bonus
relative

that

based

upon

achieving or to
if
it

par other
sets the

ticular

in

its

performance

either

to

other teams

the League

teams ranking top

Conference
equal to

automatically will be deemed than
fifth

not

likely to

be earned
third

level

or higher

from the top of the League or

from

of the Conference

respectively based

xvii
ically will

Any

incentive bonus likely to be Player

on the teams ranking

in

its

Division

automat

be deemed

earned
signed

xviii than

In any

Contract

by

player other
are included as

than

Rookie

if

more
the

three different

team performance
all

categories

incentives the lowest any

covering
dollar

Final League automatically

Year or thereafter
will

but
to

the

three incentives In the

with

value

be deemed
than

likely

be earned
covering

addition Final

team performance
thereafter

bonus

for

player other
will

Rookie
likely than
to

League Year or
with

automatically quirement

be deemed
or greater

be earned
actual

unless

coupled

playtime
prior

re
to

equal

to

the players
If to

playtime

during
is

the year

the execution nation

of the

new

Player

Contract
is

the latter requirement

satisfied

determi
to Article

of whether

the incentive

likely

be earned

will

be made pursuant

100

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 51 of 59

12

Section plays

6c
Any

The

calculation

of

these playtime requirements

shall

exclude

special

teams

xix
occurrence

incentive
vull

bonus

that

is

stated to

in

terms

of
to

per

play or per
the

game

automatically achieved
the

be deemed

likely

be earned

the extent

specified

performance was team incentive
in

by the player if an individual
year

incentive

or by the

team if

previous

xx
kicking

Any Any
to

incentive

bonus

to

kicker

or

punter

for

leading

his

team

in

any

or punting

category portion

automatically will be deemed of an
will

likely to
is

be earned

xxi
deemed
likely

incentive bonus be

that

earned but which had not been
the

be

earned

deemed

earned

at

end of the season
level

and not
provided the incen

immediately
in

upon

attainment
in

of the required performance regards
the to

except

as
if

Subsection

xix above
actually

per play or per

game
in

occurrences
it

tive

bonus
if

is

paid before

end of the season
prior to to

which case

will

count

when

paid
tions

player leaves

the teams roster

the end of the season
in

and the condi
entire

of the incentive

clause are satisfied

prior

leaving
if

which
is

case the

value
the

of the earned incentive has

bonus

will

count immediately or
prior to

the

contract

renegotiated

and

been earned

such

renegotiation
player

xxii upon
stated

Any

incentive bonus
in

which
not

and
in

Club agree
or

to

that

depends and ii
is

performance
in in

any

category

identified

Exhibit

Exhibit or any

terms

of per play category
roster

per event
shall

or per

game

or for

leading

ranking

on the

Club

any such
xxiii

he prohibited which
the
roster
is

Any

bonus
during

deemed
year

not
shall

likely

to

be earned
be

based
in

upon

the

players

performance

prior

immediately

included

Team
to

Salary

when

earned Preseason

bonuses

are

automatically

deemed

likely

be

earned xxiv Year
will

Any

incentive

bonus

or

portion

thereof
likely to

that

is

earned

during
that

the Final

League Year but

\vhich

had not

been deemed
against

be earned Cap

during

League upon
at

be deemed

earned

and counted
level
to

the

Salary

immediately

tainment thereof

of the required performance
that

Conversely any
during

incentive bonus

or

portion

had been deemed
credited

likely

be earned Cap
if

the

Final League Year will be

immediately during

toward

the

Salary

the

required

performance

level

should
attain

the course of the Final League Year

become

impossible for the player to
clause for clauses Salary will

xxv
under
either

To

determine

the or

value

of an

incentive such

Cap
be

purposes
using

Subsection

xxi
in

xxiv above
season
in

incentive of the

valued

the Clubs

performance
for

the prior
if

lieu

Clubs
plays

current season last

perfor and an

mance Thus

example
tied to

Club

had 1000

offensive
in

season

incentive clause \vere
plays

players participating

50

percent
for

of the Clubs

offensive

this season the incentive would be deemed
the player participated not
in in

earned

Salary

Cap purposes
an

only

as of the time

500 offensive plays Similarly such Cap
purposes

incentive

would be deemed
not
participated

earned
sufficient

for

Salary

only
plays

as

of the time the player had
that

number
last

of offensive

so

the player
in

could

not

achieve of the

the incentive based

on

years

performance
herein
specified

e.g

had

participated shall affect

only one players the per

Clubs

502
to

offensive receive

plays
or not

Nothing
receive
that

however

the

contractual

right level

the

incentive

based

upon

formance

actually

achieved

during

year

101

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 52 of 59

xxvi
performance
tives
all

Other than
categories are

in

the

Final League
in

Year

if

more

than

eight

different as

team incen
will

included

Player the

Contract
dollar

signed value

by

Veteran

but likely

the
to

eight

incentives

with

lowest

automatically the
calculation

be

deemed number

be earned

See

Subsection

xxviii

regarding

of the

of team performance

categories does the not supersede
that

xxvii
sions

Subsection agreements
to

xxvi above
between be likely
criteria to

the terms

of any

other provi
certain

or

other

parties

automatically

deem

performance
tive
fulfills

incentives

be earned

depending upon whether

the incen

other specified

xxviii tives any

For purposes
to

of

determining

the

number

of team performance
as criterion

incen
or

reference an

performance category
shall

listed in

Exhibit

whole

partial

for

incentive
for in

count

as

separate team
that

performance an incentive
if

incentive
if

e.g
its

Player the

Contract

an

offensive lineman

provides

for

the team leads

Conference

average
in

net yards gained

per rushing

play or
play
as

the
if

team improves
the team leads three team combinations

Conference ranking
Division
in

average

net yards gained per rushing per rushing
that

or

the per of

average incentives

net yards gained

play counts purely

having

formance

provided
shall

however counted
then avoidance
as

conjunctive

performance
clause reading

categories

be

one performance category

e.g

an

incentive
as

if

and

and
the

player will receive of doubt

$X

shall

be counted

one

performance
following incentives

category

For
and

and without
as

limitation each

of the

examples
Player has

would
defensive

be counted
playtime and
its

having

three has
in

team

performance
than or
it

35%
or sacks

team
in

one more sack
the

had

in

the

prior season ranking then
in

improves
in

ranking
If

sacks

conference
it

improves

its

the league

team has one more sack than on
cumulative playtime basis

had

in for

the prior season

the following player will earn

$1 001K
for

35%

defensive

playtime

$200K

for

500

defensive

and

$300K

70%

defensive

playtime Guaranteed Contracts Any portion
injury during
is

of Salary
Salary

for

which

Team guaran
termination
shall

tees

payment
in

for

all

of

skill

and

if

applicable

Cap-related

be included

Team
Salary

Salary that

the year earned except
for

that
injury related

guaranteed

both

skill

and

termination

in

any

year

after

the Final League Year shall be reallocated
that are

into the remaining

League Years
to

of the contract determined
is

within
if

the

express

term of

this

Agreement
Salary for

in

proportion

be

by the Club
for
all

payment

of the players entire

the Final League

Year

not

guaranteed
limitation

of skill injury and Salary other

Cap-related
if

termination

For example
four-year

without Player not

on any
the
all

applicable example

player enters
for

into

Contract

in for

2019 League Year
of
for skill

and

if

the

Salary

the

2020 League
then

Year
the
skill

is

guaranteed of any

injury and

Salary

Cap-related
that
is

termination
for for

full

amount
injury

Salary

the 2021
shall

or 2022 seasons included
to in Salary

guaranteed
Salary

both
the

and

related

termination
in

be

and Team

2019 and

2020 League Years ii
the
shall Fifty

proportion

be determined
for

by the Club
season
skill

percent
that

50
is

of any Salary
for Salary

more

than

three years after termination of the

Final

League

Year
into

guaranteed

both
into in

and

injury

related

be

reallocated

Salary

and Team

the remaining any manner

League Years

contract

within

the express

term

of this Agreement

the Club chooses

102

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 53 of 59

iii

If

any

Player
later either

Contract
is

provides
for

for

yearly ski1

Salary

in injury

sequence
related

that

in

the

Final then

League

Year or
for

guaranteed

both

and

tennination such

unguaranteed

such

termination
after

and then guaranteed
first

again for both year
will

termination ed
into Salary this

the amount

guaranteed
Salary in

the

such

unguaranteed of the contract

be allocat
the express

and Team

over

the

League Years

within

term of

Agreement

any

manner

the Club chooses guaranteed
for

iv
for

Any
covered
for

portion

of Salary

any

period

after

player Salary

is

released the
in

reason
is

by

the

guarantee covered

e.g
at
its

future

years

guaranteed

when
included the

player

released
at

reason

by the guarantee
present puts

shall

be immediately
calculated

Team
count
set

Salary

the

time of his release
that

value

rate

using

Dis

Rate
in

To

the extent

such

inclusion
shall

the

Team

over

the Salary

Cap

the rule

forth

Subsection

5b

ii

above

apply

Other

Amounts
principal

Loans The
ized

amount
to

of any player

loan
shall

made

guaranteed or
in

collateral

by

Team when
will

or

its

Team
pays
to

Affiliate

be included amount

Team
such

Salary

However
such

player

back any portion
the

of the principal

of any

loan
in

amount
Salary

be

added

Teams

Salary

Cap

to

the extent

previously included

Team

ii
that

fraudulent received
is

agreement pursuant

to

which

the player and the
in fact

Club claim
fide to the

the

player has

loan
holding

from the Club \vhen
the

there
that

is

no bona
purport
credit to

loan ncl the player

merely

money
an

for

the Cluh so

he

cn

repay
Clubs

the Club
Salary

during
for that

subsequent

Capped

Year and thereby

transfer

Cap

year

constitutes

improper circumvention

of the Salary

Cap

in violation ili
full

of Subsection Salary

6ei
advance

above Except
paid
to as

Advances

provided
will

in

Subsection included

6bQii above
in

the

amount

of any

Salary

player

be

immediately

Salary

and Team Salary

iv
es insurance
provision sions such
is

Non-Cash The
fair

Provisions
all

market value of
shall

non

cash

provisions during

e.g
the

automobiles
year
in

hous
such

policies

be included
cannot
to

in

Team
on

Salary the

which
such

made

If
\vill

the

parties

agree

fair

market value

of

provi

dispute

be

submitted item be

the Impartial Arbitrator provided
in to

Any
ates recruited

tangible will

of value

unsigned

players travel

or or

their

affili

by Clubs

included

Salary

Reasonable an unsigned
in

cost

lodging

and

entertainment
at

incurred in connection or Club geographic
costs

with
area

recruiting

player

his affiliate

Club

facility

will

not be included unsigned of
Salary

Team
but

Salary

or Benefits
to players forth

Miscellaneous

associated
are

with

recruiting as part

players

not

paid
as

or

their

affiliates

not

included

or

Benefits

except

set

above Expenses
offseason
for

travel board or classroom expenses club
are

and lodging
instruction

for

player

participating in

in

an or of

workout

program
as such

shall

not

be included and
of
shall

Salary

Team
fered

Salary
to
all

so long
players

reasonable expenses
players

and customary
in that

generally

by

that

Any

such
all

excess

reasonable immediately

and be

customary included

levels or not
in Salary

generally

offered to

by

Club

and Team Salary

103

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 54 of 59

The
or one team
for

voluntary

provision
in

to

all

players

on

Club of meals team apparel any
trips to

trip for celebrations

each

League Year plus be included
in

the White or Player

House
Costs

the

Super Bowl Champions
does not
affect

will

not

Team

Salary

This
vices

Subsection other than

the

treatment
as

of consideration
in

paid

to

player for ser

football

playing services
as

provided

Section

4b

above and
Article
is

Except concerning
provided

provided

in

Subsections
if

6eiv24
money
not or pursuant
to

above

Rookie

Orientation
to

Programs or
his

any

tangible

item

of value or

by any Club

any

player

affiliate

the

CBA

Player

be included in Contract the value of the money or item shall immediately Team Salary of the Club making such provision This paragraph does not
sideration

Salary

and the
to

apply

con
are

paid
to

to

player

or

his

affiliate

for

nonfootball

playing

services

which

subject

Section

4b

above
to players sessions in for participation in

Compensation programs or classroom
in Article

the

offseason

workout
set forth

instruction

of

Club
Salary set

at

the

minimum amount
first

XXXV
of

shall

be included
the

Team

on the

day

of

such

program
Section

calculated

by multiplying
players

minimum amount
to participate

forth in Article such
for

XXXV
at said

ii the

number
iii

scheduled of days
for

in

program
such

minimum

amount number
workout

the

number
scheduled any

per

week

scheduled

program
of

and

iv
shall

the

of weeks

such

program

At the conclusion which
are

clubs

offseason

program
from
If

such

minimum amounts
one or more

unearned

and unpaid

be

subtracted

Salary

and Team Salary
gifts

Club provides
to

to

player during

the term of

the

players Player

Contract with
shall

commemorate

the players retirement

and the player has been
gifts

under contract up
to

the Club in three or not

more seasons
Salary

the

fair

market value of such
fair

$15000
shall

be counted
as

as

and any

excess

market value
if

above

$15000
has

be counted

Salary

Notwithstanding than

the previous

sentence

the player
fair

been under contract
of any such
gifts

with

the Club in less
as

three seasons the entire

market

value

shall

be counted

Salary

Annuities

The

cost

to

the

Team

of any
to

annuity the

provided annuity
rate

to

any

player

but

not

including
in Article

any

annuity

provided
at

pursuant

player

program

de

scribed

XLVIII

computed

the one-year

Treasury
in

Note

on February

of the applicable League

Year
that to

shall

be included

immediately

Team

Salary

Traded Contracts
In
either as

the

event

Player

Contract

is

assigned

to

another

NFL Team
will

by

trade
its

or pursuant

the

NFLs

waiver

procedure

the assignee
Salary

Team

count

part of
for

Team

Salary

only that

portion

of the players

which remains
continue
to

unpaid
count
as

and

which the Team
its

may be
only that any not

obligated portion
for

The
of the

assignor players

Team
Salary

will

part of

Team

Salary

which has
obligated

already

been

paid by the

Team and/or
Club
the
is

Salary

which the Team remains have

ii
player to another

required to exclusive

Room

to

execute
if

Player Contract the player of the
is

with
to

whom
Club
via

Club

has

negotiating day
as

rights

assigned

trade on the same or makes

business
for

the execution

contract

and

the assignee Club has

Room

such In the

Player event

Contract
that

Mid-Season
Contract
after

Contracts

player enters

into

Player
as

the

first

scheduled

game

of the regular

season

Team

will

only count

104

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 55 of 59

part of

Team

Salary to

that

portion
that

of

the

players

Salary

which

it

might

actually

pay

or

might be obligated

pay

season

Section

7.30% Rules

No NFL
League
tributable

Player

Contract

extending
in

into

season

beyond
any

the

Final

Year may provide for an annual increase bonus as defmed in Section to signing
provided
for in in

Salary

excluding

amount
than

at
of the

6biii above
either the

of more
in

30%
after

the Salary
Final

the

Final

League Year per year
season covered
to

the season

League Year or

any

subsequent

by

Player Contract

Any amount
player has ing bonus
the

which

Club may pay

player to
years

buy out be
at treated that
if

right as

the

or
at

may have
of

to

terminate one or more
is

contract

shall

sign

the time the buyout term
the

exercised

by the Club
the

and prorated

time over
right are to

remaining

contract
to

including
is

current

League Year
incentives in

the
that

terminate likely purposes
to to

and/or

the right

buyout

based

upon one or more
shall

not
for as

be earned
of the

Such Rule

buyout amount
set forth

not

be

included

any

calculation

3O%

above

The
the

parties

acknowledge

disagreement

the treatment

of allocated

signing bonus
years

and buyout payments when Clubs
right to

players right to
is

tenruinate

one or more
incentives
to

contract
that are

and/or
to

buyout
any

based

upon
that

one or more
are

likely

be earned
are

and not upon
left

incentives
to

not

likely

be

earned These

issues

expressly

open Except
not be
parties the

enforce
to

the

terms

of this Subsection of the
parties in

the terms any
to

of this Subsection or othenvise

may

referred

or used reserve

by any
all

proceeding
the subject
specified to

and

othenvise

their rights

with

respect

of this parenthetical.

Any amount
to

be paid
shall

for

the

exercise as

of an

option

by

Club
over exer

extend

the

term term
last

of

Player

Contract

be

treated in

signing

bonus
in

prorated
it

the remaining
cised first

of the

contract
in

commencing
the

the League

Year

which

is

or the

League Year amount

which

option

may be
for

exercised of the

whichever
contract

comes renego

Such
or

an

option

shall

immediately
in

upon

execution purposes

tiation forth

extension prorated
in

be included
over

any

calculation

of the

3O%

Rule
the

set
last

above

the remaining

term of the contract
exercised

commencing
the shall
if

in

League Year

which the option
its

may
of

be
the

Notwithstanding

foregoing not club

if

Club renounces
ed
niL

right

to the

exercise

option

the option

amount and ii

be includ
does not

Team

Salary

as

of

date not

such

renunciation the
Salary

the

renounce amount Cap
in

but

nonetheless

does

exercise

option
shall

the

full

amount
to

of the

option
Salary

previously

counted

against

Team

be

credited

the

Clubs

the next League Year

Section

Renegotiations and Extensions
Provided
that
all

Salary

Cap

requirements

are

met

Player
as

Contracts

for

current and future

years

may

be of

renegotiated Veteran during the

and/or

extended not be

except

follows
to for
first

The
Salary to

contract

Player

may

renegotiated contract

increase period

the of

be paid

to

the player the

original

terms

of the

twelve
tion

months

after

players most recent Contract

contract
take

renegotiation place
at

The

renegotia

of

Veteran

Player

however

may

any time

105

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 56 of 59

ii
signed Player
iii
last

No
No

Team and
for

player

may

agree

to

renegotiate

any

term

of

previously

Contract

prior

League Year

contract

renegotiations season signed

may be done
Rookie

for

current

season

after

the

regular season

game
Player

of that

iv
provided
in Article

Contract

by

may

not

be renegotiated

except

as

No
agreed
to

Player

Contract and no contract Club
for

renegotiation
that

or extension
to

may be
day of

between

Player and

any

term

expires prior Contract

the

last

League Year All
to

rights

by

player to
to

terminate

Player

must be exercised prior

the

first

day

of any

League Year
to

be terminated
player at the

Any agreement
in Article shall sate

compensate
offseason of

minimum amount

set

forth

21

for

participation as

in

an

workout

not

be

treated

renegotiation

Player

program or classroom Contract Any agreement
shall

instruction
to

compen

player for such agreements

participation shall

above such
forth in

amount

be

treated filed

as

renegotiation the

All such Office

be

set

writing and

promptly

with

League

Any
players ed
as Salary for

salary

deferral

agreed
Salary

to

by club and player which does not and Entering
Player

affect

the

purpose of the

Cap

Pool

shall

not

be

treat

renegotiation

An amendment
signing bonus
is

to

Player

Contract

that

changes

the terms

under which

paid

is

renegotiation

106

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 57 of 59

ARTICLE

14

ENFORCEMENT OF THE SALARY CAP AND ROOKIE COMPENSATION POOL
Section
Affiliate

Undisclosed
or player agent or implied

Terms
may not
oral at

Club or
any

Club

Affiliate into

and

player

or

Player of any

time enter
or

undisclosed undertakings

agreements

kind

express

or

written of

promises
or

representations of

commitments inducements
involving teed to or after
tiation

assurances kind
to

intent

understandings

any

kind

consideration

of any

be paid furnished or made
Affiliate

available

or guaran

the player the term

or Player Affiliate of the Player of any

by the Club or Club

either

prior to during of any renego Player

Contract and/or
Player Contract

concerning

the terms
to

and/or

extension Player

by

player subject

Franchise

or Transition

designation

Section enter into cludes any

Circumvention
any

Neither Player designed
as
this

the

parties

hereto nor
Sheet

any

Club or

player shall

agreement
that the are

Contract Offer
to

or other

transaction

which

in

terms of

serve the

purpose

of defeating
this

or circumventing I-Iowever
violation

the intention any
this

parties

reflected

by the provisions of
shall

Agreement
to

conduct permitted
Section

by

Agreement

not

be considered

be

of

Section

System
players

Arbitrator

Proceeding
of players Arbitrator of
this

Any
behalf
alleging

individual the

player

or the

NFLPA

acting

on

that

or any the

number System
Section

NFL

and any

Club may bring
Article
liability

proceeding
Article

before or Article
in the

violation Issues forth

of Article

12
be

13

14

Agreement
as set

of relief and
in Article

shall

determined party shall
that

same

proceeding

Other than

the complaining of the evidence

bear the burden

of demonstrating
in violation

by
of such

clear

preponderance

the challenged

conduct was

Article

Section any he Player
shall at

Commissioner Disapproval
Contract
the as

In

the

event

the

Commissioner
Article
all

disapproves or Article

being

in

violation

of Article
notify

Article

10

13
all

time of such of such

disapproval
in

the

NFLPA

affected

Clubs Except
to

and
as

affected quired any the

players

disapproval

writing and the reasons therefor nothing
in this

re

by

the

terms of the

of this Agreement

Agreement

is

intended

affect

authority
effect

Commissioner

to

approve or disapprove
or disapproval

Player
the

Contracts of such

and ii
Player

of the

Commissioners

approval

on

validity

Contracts

Section Player affected

System
Contract player
to

Arbitrator pursuant
to

Review
Section
right \vithln

In the event

that

the

Commissioner
any affected

disapproves any

above
thirty

the

NFLPA
days

Club and
notice

shall

have the

30

of such

persons
to

of such whether
the

disapproval such

initiate
is

proceeding

before

the

System Arbitrator

determine
shall

contract de

in

violation shall

of this Agreement

The System
approve such Commissioners

Arbitrator

review
in lieu

dispute the

novo

and

have the authority
or confirm
the

to

Player Contracts disapproval

of

Commissioners

approval

In the

event

107

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 58 of 59

the days

Commissioners
to

disapproval renegotiate

is

upheld
Player

the

player and

the

Club

shall

have

ten

10
time
to

attempt
set forth

to in

such

Contract

notwithstanding not have

any

other

period

this to

Agreement
such Player

The System
Contract

Arbitrator does

the authority

impose any

revisions

on the player or the Club

Section

Sanctions
Players

and Agents

In

the

event

that for

the each

System Arbitrator
such violation

finds

violation

of Subsections

1a

or

1b

of this Article

the

fme of up to System Arbitrator may impose found to have committed such violation and ment
to

$500000
shall

on any
unless

player

or player agent
to this

the parties

Agree

otherwise

agree

order the player to of Section
that

disgorge

any

undisclosed

compensation found
establishes

have been paid preponderance

in violation

of this Article

unless the player

by

of the evidence
to

he any

was unaware
Player

of the violation
that

and ii the

Com
direct

missioner cause

shall

be authorized

void

Contracts

was or were the

of such

violation

Clubs
section

In

the event
for to

that

the

System Arbitrator fmds
the Commissioner
to

violation shall

of

Sub
to

1a

of this Article

each

such

violation payable

be authorized Club found
of two

to

impose

fme of up

$6500000

the

NFL

upon

any

have committed such
choices

violation
as

ii order the forfeiture
to

without

limitation

round by

the

of up to Club found

maximum
to

draft

have

committed

such

on any Club executive or other Club per fme of up to $500000 violation iii impose sonnel found to have committed such violation and/or iv suspend for up to one year
any

Club executive
that

or other Club personnel

found

to

have committed
of Subsection

such

violation

In

the event
for

the

System Arbitrator

fmds

violation

1b

of this Article
to

each

such
to

violation

the System Arbitrator any

may
to

impose committed

fme of up
such

$6500000
and ii found
to

payable

the

NFL
to

upon

Club found

have

violation

impose

fme of up

$500000
violation

on any Club executive
In addition
in

or other Club personnel
that

have committed
violation shall

such

the event each

the

System Arbitrator fmds
the Commissioner Draft such choices

of Subsection
to to

1b

of this Article
forfeiture

for

such

violation

be authorized
limitation shall as

order the

of up to
to

maximum

of two

without and ii

round
parties

by the
agree

Club found

have committed
for

violation

unless

the

otherwise
to

suspend

up

to

one year any

Club

executive sanctions the

or other Club personnel pursuant standards account
to

found

have committed
sentence of

such

violation

In imposing
shall

the immediately

preceding
in

the Commissioner
violation

apply

same
into

that

he would apply
sanctions
if

the event

of Subsection

1a

taking
to

the

any

imposed by the System Arbitrator
have does not

In agreeing respective
to

the

two preceding
as to

sentences

the parties

waived
not

or affected

their

positions
discipline greater

whether the Commissioner
such
violations set against forth in

or does

have the authority

impose

for

any

Club Club
Article issue

executive

or other Club personnel

than

the

sanctions
in

this that

and the preceding For purposes

two sentences

shall

not

be considered

any resolution of
shall

of this Subsection

6b
sanc
this

the term

Club

personnel
Subject
to

not

include
to last

players sentence of
shall

the next

Subsection

6b

above

the

tions

set

forth in Subsections
for

6a

and

6b

above

be the

sole

penalties

under

Agreement

conduct

in violation

of Section

of this Article

or Sections

13

of Article

108

CASE 0:11-cv-03012-SRN-JJG Document 15-3 Filed 12/02/11 Page 59 of 59

18 and
conduct
Article collected

each

of the than

sanctions

set

forth

in

Subsections or Club of
for

6a
this

or

6b

above

may
even

not
if

be

imposed more

once

on the same
of

person

the same
Article
all

conduct

such of

constitutes

viulation collected

both

Section

and Sections

18

All fines

from
to

players this

and agents
shall

and

disgorged

compensation
allocated as

from

players

pursuant Section
set

Section

be contributed
after the

and
2011

prescribed each

in Article

XI

5c
forth

For each
in this

League Year
shall

League Year
per the per

of the maximum
as

fines in

Section
for that to

be adjusted by the same Year
as

centage Projected

the

change
the

Projected

AR

League

compared
percent

to

AR

for

prior

League Year

up

maximum

of ten

IO%
not

League

Year
The
sanctions
set forth in

Sections

6a

and

6b

above

shall

be

im

plemented

until

the conclusion

of any

appeals thereof

Section
behalf designed
as
fails

Revenue Circumvention
to materially

In

the event

that

Club or anyone

acting
in

on

its

report

or

materially

misreports

AR

or

non-AR
intention
to

manner
parties

to

serve the

purpose of defeating
provisions of
this

or circumventing with the such

the

of the

reflected

by

the the

Agreement
shall

respect
right

such
initiate

revenues

the

NFLPA
before Section Section payable

and/or

Management
to

Council

have

to

proceeding of this of this

the

System Arbitrator
of
this

determine
that

whether

conduct

is

in violation violation

Article

In the event

the System Arbitrator finds
fine

the to the

System Arbitratnr may impose

upon
as

the Club of up to
to

$5000000

NFL

for

donation

to

charitable

funds

agreed
fine set

by

the

parties For each Section
shall

League Year be adjusted
as

after

the 2011

League Year
as for

the

maximum
in

forth

in this for that

by the same
to

percentage

the change the
prior

Projected

AR
up

League Year
of ten

compared

the

Projected

AR

League Year

to

maximum

percent

10

per League

Year

Section

NFL

Audit Rights

The
ates to investigate

NFL

shall

have the

right

to

audit records

of Clubs

and Club

Affili

allegations

of violations
to this

of Section the parties

of this Article

In agreeing respective those set resolution
positions forth in as the to

Section

have not waived
any

or affected
audits

their

whether the

NFL

may conduct
this

Club
not

related

beyond
in

preceding

sentence

and

Section

shall

be

considered

any

of that

issue

Section
ing

Prior Consultation of Subsection attempt
to

Reasonably or

prior

to

the initiation
shall

of confer
the

proceeding
in

alleg or by

violation to to

1a
either

1b

above

the parties

person

telephone
disclose

negotiate

resolution
the

of the dispute

and

charging

party shall
as

the

other party

NFLPA
evidence

or the Management concerning

Council
such

the case viola but not of

may be all evidence tion and provide
limited to the any such party

whether copy
of

exculpatory
all

or inculpatory
in

alleged

such
is

documentary
of any

form
the

including

evidence All such
to

that

the product

investigation

by or on behalf
charging This any party section

charging
to

evidence

subsequently

acquired

by

shall shall

be subject
not

disclosure the disclosure

the other party in any of any attorney client

resulting

proceeding or

require

communication

work

product

109

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 1 of 74

created

by or

at

the request

of an

attorney
to

In addition discipine

any

attempt

by the League
person or

the

Management Council
but not
limited to

or any Club
for to

have
in

imposed on any
ection

including

Club

conduct

violation

of Subs

1a

above

shall

be immediately

disclosed

the

NFLPA

110

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 2 of 74

ARTICLE 15 SYSTEM ARBITRATOR
Section
sive

Appointment
to

The
the

parties

agree

that

the

System Arbitrator

shall

have exclu
of
this

jurisdiction

enforce
as

terms
in

of Articles with

619
respect

26
to

28 and
disputes

3134

Agreement

except

provided

those Articles

determined

by

the Impartial Arbitrator

the Accountants

or another

arbitrator

Section

Scope The

of Authority

System Arbitrator

shall

make

findings

of fact

and determinations
to in Article

of

relief

including

\vithout

limitation damages fines Panel

including

damages

referred

17
fact

Section

injunctive

relief

and

specific

performance
the

The
unless based
clearly

Appeals

shall

accept

System Arbitrators recommendations
application
Article

findings

of

erroneous

and the

System Arbitrators
of fact finding

of relief

unless

upon
of $1

clearly

erroneous that
as

findings to

incorrect

of the law any

or abuse of

of discretion
fine

except or be

any

concerning

17

imposition

million shall

more
de

or any

finding

that

would permit

termination

of this Agree

ment
mine

review

novo
to

Subject
all

Subsections

and

above
award and

the Appeals
all

Panel

shall

deter

points

of

law

and

finally injunctive

make
relief for

the

of

relief

including

without

limitation contract

damages
for

fines

specific

performance
Panel has de

Except
of the

any

matters

\vhich
rulings

the Appeals of the

novo
shall

review

System

Arbitrators be binding Appeals the
for

determinations

System

Arbitrator

upon
or
the

their

issuance

modified

by

the

by the parties unless stayed upon and followed Panel In entertaining of request for stay
Panel
Circuit If shall

reversed
ruling

of

System

Arbitrator

Appeals

apply

the
to

standard request of

that for

the
stay

United of

States

Court of Appeals
district

the Second
that

would apply and when
reversal

ruling

of
is

court within or modified

Circuit

decision

the

System
be

Arbitrator

reversed
parties to

the effect
to

of such

or modification of the ruling

shall

deemed

by the

be

retroactive

the time of issuance Arbitrators 26
to

of the System Arbitrator
authority shall

The System
the in

and Appeals Panels
31

be
as

limited

to

terms those

of Articles
Articles \vith

619
respect

28 and
disputes

34 of

this

Agreement

except

provided the

determined

by the Impartial Arbitrator

Accountants

or another Statute

arbitrator of Limitations Unless
to

otherwise the

specified

in this

Agreement
before
facts to

three year

statute

of

limitations statute

shall

apply
to

initiation

of

proceedings

the

System Arbitrator
rise to

\vhich

begins or

apply

on the date upon
should have

which the

giving party

the

proceeding

are

known

reasonably

been known

the

bringing

the proceeding

Section
the

Discovery
Arbitrator discovery
it

In any has

of

the

disputes
the

described

in

this

Agreement
grant
to

over

which and
de of

System

authority the
to

System
of any

Arbitrator party

shall

reasonable he

expedited termines

upon

application

where and may
to

the extent
the to

is

reasonable

do

so

Such

discovery
to

include

production

documents

and the taking

of depositions

Subject

rules

be agreed

by the parties

111

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 3 of 74

in

any

proceeding

to

review the

any

alleged

violation shall

of

Article

12

of this Agreement

regard cause
for

ing

any

AR
to

issue any

System
to

Arbitrator

have

the

shown
such

direct

Club

produce any non-income
alleged

tax

materials

upon disclosing any income which

authority

good

figures his

Club or Club
relates to

Affiliate

figures

may be redacted
but not the
Internal to

in to

or

her of

judgment
any
to tax rules

any

such

violation submitted
in

including
to

iniited

portions

returns or other
to

documents

Revenue
any

Service
alleged

Subject
violation

be agreed
13

to

by the parties
of
shall
this

any

proceeding

review any

of Article

and/or

Article

Agreement

regarding

Salary

paid

to

any
to

play
direct

ers
any such

the such

System Arbitrator players
to

have
tax

the authority
materials

upon good
any

cause

shown
figures in

produce

any

disclosing

income

for

any

player or Player Affiliate
relates to

non-income
alleged

figures

may be redacted
but not the Internal

which
to

his

or her of

judgment
any case any
tax

any

such

violation submitted
release as

including
to

limited

portions

returns

or other

documents
shall

Revenue
to

Service

In each

the System Arbitrator such
tax materials shall

not

such

tax

materials

the general public appropriate

and
pro

be

treated

strictly

confidential

under an

tective

order

Section
trator

Compensation

The compensation and
shall

costs

of retaining

the

System Arbi
In no

and the Appeals Panel
shall

be

equally

borne by the
fees

NFL
in

and the
any

NFLPA

event

any

party be liable for other party

the attorneys
as set forth

incurred

such

enforcement

proceeding

by any

except

in Article

17

Section

.5

Procedures

All matters

in

enforcement
in

proceedings

before

the

System

Arbitrator shall be heard ceeding ordered

and determined upon
72

an

expedited written

manner

An

enforcement pro
shorter
the

may be commenced
is

hours

notice

or upon

notice

if

by the System Arbitrator brought
issued

served upon

the party against

whom

enforcement and
all

proceeding
ders

and

filed

with

the System Arbitrator

All such
shall

notices

or
the

and notices and the

and directed by the System Arbitrator
in

be served upon

NFL
all

NFLPA
NFL

addition

to

any

counsel

appearing
shall

for

individual
right to

NFL

players in

or individual such

Clubs The

NFL NFL

and the and the
player
will

NFLPA
has

have the
appear

participate

enforcement on behalf

proceedings
of any
all

NFLPA

may

any
for

enforcement appearance

proceedings Unless

who

given

authority

such

otherwise

agreed

hearings

be transcribed

Section

Selection

of

System Arbitrator
that

In the event

the

NFL
to
list

and

NFLPA
CPR
the

cannot

agree

on the
such of

identity

of

System Arbitrator tions
nor
as

the

parties

agree
for

ask

the

Institute

or none

other

organiza
shall

the parties firm shall

may agree
in

of eleven

attorneys past
If five

whom

have

whose

have represented
any
to

within

years players cannot

player repre within
thirty

sentatives clubs days of receipt

or owners
list

professional the identity

sport

the parties

of such
list at

agree
shall

of the System Arbitrator from

among
only

the

names

on

such

they

alternately the parties

strike shall

names

from

said

list

until to

three the

names remain
remaining tion

which point
After

make
if

reasonable

efforts

interview

candidates

those interviews

and

the parties

the striking

process

shall

resume

until

only one name remains

cannot agree on the selec and that person shall

112

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 4 of 74

be the System Arbitrator

The

first

strike

shall

be determined
initial

by

don

the

System

Arbitrator

shall

serve

for

an

eighteen

coin flip Upon selec month term commencing

on the date of entry of the order of appointment
continue
either to

Thereafter unless

the System Arbitrator shall
to to

serve for

successive

two year terms Such
notice

notice

the

contrary

is

given

by the

NFL
to

or the

NFLPA

shall

be given

the other

party and the
later

System Arbitrator within
tbirty

the ninety days

preceding

the

end of any term but no
the giving of such
set

than

days

prior

the

end of such be
selected

term
in

Following with

notice
forth in

new
this

System
Section
for

Arbitrator shall

accordance

the

procedures

The

NFL

and the
their

NFLPA may
of the absence Panel

dismiss the System Arbitrator at any

time and

any

reason upon

mutual consent stem Arbitrator one of or vacancy of the to be chosen by the parties cnnfidentially using the Arbitrator until new System Arbitrator is cho System

In the event the

members
system

of the Appeals
shall to

strike

serve as the

sen pursuant

Subsection

above

Section

Selection

of Appeals
shall

Panel
three

There must be
former of such

be

member
the

Appeals

Panel

at

least

one of

whom
the other

judge

In

the event
parties

NFL

and
ask

NFLPA
the

cannot
Institute

agree

upon
such

members

panel the
parties

will jointly to

CPR

or

organizations attorneys the past

as the

may agree
have
nor

submit

to

the

parties

list

of fifteen

15

none
five

of

whom
any

shall

whose
athletes

firm shall have agents or other

represented

within

years

professional organizations sports cannot

representatives of leagues

professional erning

athletes labor or
their If

representing teams within or
their

athletes

sports

gov
any of

bodies

affiliates

affiliates

or

owners

in

professional such
list list

sport
to

the parties
identity

fifteen

15
at

days

from the
the

receipt

agree
shall

the

of the Appeals
striking

Panel

from among

names on such
hst until

they

meet and

aliernate
list

one
first

name
will

time

from the
to

three

names on the
the

remain
in

The

strike

be assigned

the party that

received remaining
the

second

strike the

the

selection

of

the

System

Arbitrator

The

three

names on

list

shall

comprise the Appeals and the
parties costs to

Panel The compensation of
before the Appeals

members
shall

of the Appeals
equally in

Panel

of proceedings

Panel
that fees

be borne

by the
Appeals

this

Agreement
shall

provided
its

however
attorneys

each

participant litigation

an

Panel

proceeding

bear

own

and

costs event
is

In the event serving
select that as

that

there

is

vacancy of

on the Appeals

Panel
the

or in

the

an appeal
the

taken

from

decision
to

member

of

Appeals
the in parties

Panel
shall

System Arbitrator pursuant

Subsection
the

6b

above
set forth

another

member

to

the

Panel

using

procedures

Subsection

7a

above

Section

Procedure

Relating

to

Appeals

of Determination

by the System

Arbitra

tot

Any
System Arbitrator
notice

party

seeking

to

appeal

in whole or
file

in

part the

an

award

of

the

must serve on the other party and
ten

with

System Arbitrator

of appeal within

10

days

of the date of the award

appealed

from

113

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 5 of 74

Following

the attempt
to

timely service
to

and

filing

of

notice

of

appeal

the of

NFLPA
such
set

and

NFL

shall

agree

upon

briefing

schedule the briefmg

In the absence schedule
to shall

agreement

and subject

Subsection

below
that

be in
less

by the Appeals Panel
in

provided award

however

any

party seeking
shall

appeal

whole or
than ance

part

from an

of the

System Arbitrator
five

be afforded

no

fifteen

15

and no more than twenty
or the
latest

25

days

from the date of the issu System Arbitrators
file

of such

award
is

date
to

of

the issuance

of the

written

opinion whichever
Panel
parties their
its

serve on the opposing party and

with

the Appeals party or
file its

brief

in

support

thereof the

and provided
aggregate

further

that

the responding
to

shall

be afforded briefs

same

amount

of time

serve and

or

responding

less

than

five

The Appeals Panel shall and no more than ten
briefs and
shall issue

schedule

oral

argument on the appeals
the
service thirty to

no
of

10

days

following

and

filing

the responding

written
shall

decision have the

within

30

days

from
reply

the date of argument brief

The Appeals

Panel

discretion

permit

For good
hearing

cause
set

either forth

party
in

may

seek

to

accelerate

the

briefmg

and decision

schedule decision

Subsections
shall

and

above
full

The
complete disposition

of

the

Appeals Panel
If

constitute

fmal

and

of the dispute

there

is

no timely appeal of
shall constitute

decision

of the

System Arbitrator
complete

the System Arbitrators of the dispute

decision

the full final and

disposition

Section

Decision

Any

decision

issued by the System Arbitrator or the Appeals Panel
as

may be enforced
violated
relief this

only against In no

Club or Clubs or the League
event

applicable or Appeals

found
Panel

to

have order

Agreement
any

may

the System Arbitrator an individual

or assess

monetary

award

against

Club owner officer

or non-

player employee

Section

10

Confidentiality

Unless

the parties other

agree

othenvise decisions

proceedings
shall

before

the

System Arbitrator and Appeals Panel

than

their

be confidential

and may not be disclosed to persons other than counsel senior executives of the and any involved Club senior executives of the NFLPA the NFLPA Executive
mittee

NFL

Com
or
to

NFLPA

Player

Representatives

and any
does

involved not

players
the
to

player

agents
party

Club or League personnel
seek any additional

The

foregoing

prejudice
as

right

of any

confidentiality

restrictions
if

including

the

decision

from the

System Arbitrator or Appeals Panel

such

party demonstrates

just

cause

114

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 6 of 74

ARTICLE 16 IMPARTIAL ARBITRATOR
Section exclusive

Selection
jurisdiction

The
to

parties

shall

select

an

Impartial Arbitrator the
interpretation the

who
of

shall

have

determine any

disputes

involving

application

of or compliance with
any applicable provision

provision

of this Agreement

NFL

Player
to

Contract or
the terms provides dispute

of the of

conditions

of employment

NFL NFL

Constitution
players

and Bylaws pertaining
\vhere
this

and
that

except

Agreement
resolve

the System Arbitrator

the Accountants

or another

arbitrator

shall

Section the parties
are

Scope
in

of Authority proceeding
to

The powers

of the Impartial Arbitrator and the rights
shall

of

any

before

him or her

be

solely to

to

determine

disputes terms

that

specifically

referred

the Impartial Arbitrator pursuant the Impartial Arbitrator have the provisions

the express authority
to

of this

Agreement
tract

In no event or alter in any

shall \vay

any

add to sub

from

of this Agreement

Section ance

Effect fmal

of Rulings binding

Rulings
all

of

the

Impartial Arbitrator except parties
as

shall

upon

their

issu this

be

and

upon

parties
all

expressly specified

under

Agreement

or as expressly agreed

to

among

Section the

Discovery

Tn

any

of the authority

disputes the

described

in

this

Agreement
shall for

over

which
cause party

Impartial Arbitrator reasonable the extent

has

Impartial Arbitrator

good
of any

shown grant where and to
so within production

and
he

expedited
it

discovery
is

upon
to

the

application
it

determines
for

reasonable

do so and

is

possible to include

do
the

the time period of documents

provided

his

determination

Such

discovery

may

and

the

taking

of depositions

Section
the

Compensation
the

of Impartial proceeding

Arbitrator

The compensation
pursuant
shall to this

to

and

costs shall

of

Impartial Arbitrator in any

brought

Agreement

be
the

equally borne by attorneys
fees

NFL

and the
such

NFLPA
proceeding

In no event

any

party be

liable for

incurred in any

by any

other party

Section

Procedures and detennined
proceeding

All

matters an be

in

proceedings

before

the Impartial Arbitrator shall otherwise written
specified in this

be heard

in

expedited

manner
upon 48

Unless hours
the

Agreement

may
the to

commenced
is

notice

served

upon

the party against arbitration such the any notice
shall

whom
given

proceeding

brought

and

Impartial Arbitrator

and the
day
after

be deemed
All

have been commenced
notices

on the second business and
notices the

was

such

and

all

orders
the

issued

and directed by
in

Impartial Arbitrator counsel appearing

shall

be served

upon

NFL

and

NFLPA
The and the
given

addition

to

for

individual to

NFL
of any

players in
ali

or individual such

Clubs

NFLPA
appear

shall

have the

right

participate

proceedings

NFL and the NFLPA may
for

in

any

proceedings

on behalf

NFL

player

who

has

authority

such

appearance

115

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 7 of 74

Section

Selection cannot agree

of

Impartial
identity selected

Arbitrator of an using

In

the

event

that

the

NFL
agree

and
that

the the Sec

NFLPA
tion

on the be

Impartial Arbitrator the same

the parties

Impartial Arbitrator shall

method

set

forth in Article

15

The

Impartial Arbitrator shall order of appointment continue
either to

serve for unless

two-year the parties

term commencing
agree otherwise unless
shall

on the date

of entry of the Arbitrator contrary
is

The

Impartial
to to

shall

serve

for

given

by the

NFL
days

two year terms Such notice or the NFLPA
successive the ninety days

notice

the the

be given

other party and the

Impartial Arbitrator within than
thirty prior in to

preceding

the end of any

term

but

no

later

the

end of such
with

term

If

necessary

new

Impartial Arbitrator shall

be

selected

accordance

the procedures
at

of this Section

The

NFL

and

NFLPA

may

dismiss the

Impartial Arbitrator

any

time

and

for

any

reason upon

their

mutual consent

116

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 8 of 74

ARTICLE 17 ANTI-COLLUSION
Section

Prohibited

Conduct
its

No Club
or implied
individual

employees or agents
other
as

shall

enter into

any

agreement express
restrict

with

the

NFL
to to

or any

Club

its

employees

or agents to

or limit

Club decision-making whether

follows or not to
to

negotiate submit

negotiate an

with Offer

any

player
to

ii

whether

or not

submit

Sheet

any

Restricted Free

Agent
iii

whether whether

to to

offer

or not

to

offer to

Player Contract Right of

to

any

player or
to

iv
for

exercise

or not

exercise

of First Refusal offered

concerning inclusion or included

the terms
in

or conditions

employment

any

player

Player

Contract
of players
is

Any
or any be the basis
to

approval

or disapproval timely notice

contract provided

by the Commissioner
to

communication
of any the

thereof

of winch

the

NFLPA
shall to

cannot have
the

claim of collusion

The

NFLPA
of

or the affected such
player

Player

right

appeal

Commissioners
to Article

disapproval
Article

contract

the

System

Arbitrator

pursuant

15

and

14

Section enter into Contract

Other
Player with any

Club

Conduct
with
any

No
any

Club may have
player

policy free to
if

not

to

negotiate

with

or

Contract

who

is

negotiate such

and
is

sign

Player

Club on
the

of the

following

grounds

policy

inconsistent

with Section

above
that

player has

previously College

been subject Draft by
virtue

to

the

exclusive Required designation Player

negotiating

rights

obtained
less

by another
than three
that

Club

in

of

Tender
or

to

player \vith

Accrued
has

Seasons or
refused

Franchise
to

Player

the player

or failed

enter into option Player
clause

Contract
clause
its

for that stated

prior

season

containing extension

Right or

of First Refusal

or an

i.e any beyond

authorizes an

renewal

by

Club of

Contract

term
that

the

player has

become

Restricted Free

Agent or an

Unrestricted

Free

Agent

or
that

the player

is

or has

been subject

to

any

Right

of First Refusal

Section negotiate

Club

Discretion
with other any

Section
particular

above

does

not

diminish

any

Clubs

right

not

to

or contract with

player on any
alleged

policy

ground not
of Section
as

specified

above
ad

In conjunction herence
violation to

evidence
in

of an

violations

Clubs of an

policy

identified

Section

above may be offered be the
basis

evidence

alleged

of Section

above

but

may
any

not

of any

separate proceeding

seeking

any penalty

or other relief against

Club or the

NFL
nor
the to

Section knowingly

League

Disclosures

Neither
directly

the

NFL
with

Management
any

Council
that

shall

communicate
negotiated

or disclose with or
is

or indirectly any

NFL

Club

another unless

NFL

Club has

negotiating

Restricted Free

Agent

117

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 9 of 74

and

until

an Offer
any

Sheet

for

such Free

Restricted Free

Agent

has

been
of

given

to

the

Prior

Club
with with

or with
that

Unrestricted Free
It

Agent
if

prior

to

the execution

Player
is

Contract

Unrestricted

Agent
not

such

communication
of this Article

or disclosure
for

inconsistent

Section

above

shall

be

violation

the

NFL

to

respond

to

an inquiry from
tions

Club about

whether and under what under
with
this

circumstances

proposed transac
consistent with of
first

would

be permissible
In conjunction

Agreement
evidence

or of

NFL

Rules

this

Agreement above

other

an

alleged

violation in

Section sentence

Clubs

communication

or disclosure
as

of the kind of an
alleged

identified

the

of this Section but

may

be

offered

evidence

violations any

of Section
penalty

above

may

not

be the

basis

of any separate proceeding

seeking

or other relief

against

any

Club or the

NFL
of Anti-Collusion Provisions

Section

Enforcement
any

Except

as

provided

in

Section

16d below
behaff

player or the action such
shall to

NFLPA

acting

on

that

players or any number
violation shall

of players of Section

may

bring an In any

before

the System Arbitrator alleging the Federal
in
if

of this Article of relief and of damages

proceeding be determined

Rules

of Evidence

apply the

Issues

liability

the

same

proceeding complaining

including

amount
the

pursuant

Section

below
clear

any The
of

party shall bear
that

burden of demonstrating
lenged

by
is

preponderance of the
of Section
this

evidence
Article

the caused

chal
any

conduct was
injury to

or

in

violation

and

economic

such

players

Section Offer
to

Burden
or to

of
sign

Proof

The

failure

by

Club or Clubs

to

negotiate

to

submit or or

Sheets

contracts or

with

Restricted Free
for

Agents or Transition
services

Players
players

negotiate

make

offers

sign contracts

the

playing

of such

Unrestricted the playing

Free Agents
skills

shall

not by
not

itself

or in combination any such
offer

only with or

evidence

about the

of
set

the

players

receiving

contract types

satisfy

burden of proof
described
this

forth in

Section

above
support other

However

any

of the

of

evidence of

in

the preceding but

sentence

may
with
that

fmding of
evidence

violation of Section
itself

Article with

only in combination evidence
indicates in
is

which by
the

or in combina of Section Clubs
forth in

tion

such

the challenged
shall satisfy

conduct was

in violation

of this Article arguing
tion that

Nothing
evidence
in

this

Agreement
to

preclude the

NFL

or

its

from

any

insufficient

burden of proof
the

set

Sec

above
that

Nothing
any

this
is

Agreement
to

shall satisfy

preclude

NFLPA

or any

player from
in

arguing

evidence
as set

sufficient

the burden of proof set

forth

Section

above

except

forth above

Section conclusion evidence standards
that
is

Summary Judgment The
of the permitted
to raise

System Arbitrator
determine
issue

may
fact

at

any

time

following

the

discovery genuine

whether

or

not the

complainants the

sufficient

of material
If

capable

of satisfying

imposed by Sections
evidence
is

and/or

above he

the

System Arbitrator determines

complainants

not

so sufficient

shall

dismiss the action

118

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 10 of 74

Section

Remedies

In the

event

that

an

individual

player

or players of Section

or the

NFLPA

acting on his or their behalf the player or players

successfully

proves

violation

of this Article

injured shall have the right terminate
his

To
option
his

or

their

existing

Player with

Contracts
respect
the rights to

at

his

or

their
at

or void

any

Clubs
any

Draft

rights

or other

rights

such of not

players
playing

or

their option

Player
as

Contract

terminated
that

during

course
shall
is

sea

son

shall

be terminated
of the

of the

end of

season
finding

Such

arise

until

the
to the

recommendation
further

System Arbitrator

violation thirty

no longer

subject
at

appeal and must be exercised Player Contract
to Article
is

by the player within
such player tvould

30

therefrom If
Restricted Restricted
is

time

the

ternirnated such If

have

been

Free Free such

Agent Agent

pursuant

player shall
at

immediately the Player

become
Contract
to

upon

such have

termination

the

time Free

terminated such If
to

player would
shall

been an become

Unrestricted

Agent pursuant upon

Article

player at

immediately the Player

an Unrestricted
is

Free Agent

such

termination

the

time

Contract

terminated such

such

player would have remain
subject to

been subject
such
rights

Clubs
such not

exclusive

negotiating In any
to

rights

player shall
in

upon

termination

case

described

the preceding the case of

three

sentences

the player shall

be subject
Player
this ject takes rules

any

signing period
is

In
the

Drafted

Rookie

who

does

not

sign to

Contract

and who
such waiver
the

given

option then

of voiding
treated in as

Clubs Draft
either Section Drafted

rights

pursuant

Subsection
to the

player system

shall as
first

be

Drafted
if

Rookie

sub

NFL
during

desctibed

Article

the

termination
to the

place

players

League Year or ii
termination
takes

Rookie
the

subject players

of Article

Section
iii

if

the
if

place
takes

during

second

League Year or

Free

Agent
and
all

the termination

place during

the players third

League Year or thereafter

To
alleged injuries

recover

of his

damages

as

described

in

Section

below

for

any

suffered as

result

of the violation

Section
this

Computation
compensatory
of such
result

of

Damages Upon
the
shall

any

finding

of

violation

of Section

of
in

Article
as

damages i.e

amount

by which any
In addition exceeding

player has

been

jured
shall

violation

be awarded

the

stem Arbitrator

award non compensatory damages
as

i.e the amount

compensatory

dam
all

ages

follows

Two
the Clubs
tion for

times the amount have violated

of compensatory

damages
have such

in

the event

that

of

found
first

to

Section
to

of this Article

committed
violation

such
for

viola the
first

the

time Any Club found and
severally

have committed two times
the

time shall be jointiy

liable for

amount

of compensatory

dam
any

ages Three times the amount
of the Clubs
for

of compensatory Section event
that

damages

in

the event

that

found
the

to

have

violated

of

the

Article
are

have

committed
pursuant the
first

such
to
this

violation

second

time

In
to for

the have

damages
such

awarded
for

Subsection

any

Club found
liable

committed
times the such

violation

time shall

be

jointiy

and

severally

two

amount
violation

of compensatory
for

damages
time
shall

and
be

ii any
jointiy

Club and

found

to

have

committed
three

the

second

severally

liable for

times the amount

of compensatory damages

119

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 11 of 74

Three times the amount found
to

of compensatory
Article for at to

damages
least

plus
third

for

each

Club

have violated
in

Section
that

of

this

the

time

fme of
of this
that

$5000000
Article

the

event

any

of the

Clubs
at

found
the

have

violated

Section

have

committed

such
to

violation this

for

least

third

time In the event
to

dam
such

ages

are

awarded
for

pursuant
first

Subsection

any

Club found

have conmtitted two
such

violation

the

time shall be jointly

and

severally to

liable for

times the amount
violation for at

of compensatory
least

damages
time shall

ii any Club found be
jointly

have committed
liable to for

the

second

and

severally

three times the such

amount

of
for

compensatory damages
at least

and
in

iii

any

Club found
pay
after

have committed

violation

the third

time shall

addition

fme of $5000000
the 2011
shall

For each ed fmes
set

League Year

League Year each

of the enumerat percentage
as

forth in this Subsection
in

above

be adjusted by the same
as

the change
prior

Projected

AR

for

that

League Year
of ten percent

compared

to

Projected

AR

for

the

League Year

up

to

maximum

100

per League

Year
of Section
to

Section

10

Player
shall

Election
initially

proceeding
to the

prosecuting
issues

an

alleged

violation

of this Article the date of

be limited

of In

liability

and damages sustained
the

the

System

Arbitrators

determination determination
is

the

event

System

Arbitrator the date the
is last

fmds
the

violation

the player shall

make

within

thirty

System Arbitrators
of the season
for

determination such

fmal or
any

within playoff

thirty

30 days of 30 days after
if

game
during

player including

games
to

the

fmding

made

the course or Draft

of the season

whether the player intends

void

the applicable Player or Draft right
for

Contract

right If the player voids supplemental
his

the applicable Player proceeding
if

Contract

the player

may commence
Contract
If

before

the System

Arbitrator

the purpose of determining

future damages
first

any

only after of the next

the player has regular season Contract before

signed

new
ever

Player
is

or after player

the

scheduled
to

game
the

which
Draft

earlier

the

elects

not

void

applicable Player proceeding
if

or

right

he may immediately

commence

supplemental
his future

the

System

Arbitrator for the purpose of determining

damages

any

Section
tion

11 Payment

of

Damages

In the event

damages
shall

are

awarded
to

pursuant

to

Sec

above

the amount

of compensatory

damages

be paid

the injured player or

players
directly charitable

The amount
to

of non-compensatory player pension the benefit of

damages
any or other

including

any

fmes

shall

be paid
or any

any fund

NFL
for to

fund
present

NFL former NFL

player benefit players
as

fund

selected

by the

NFLPA
Section pursuant

subject

the reasonable

approval

of the

NFL
the event
that

12
to

Effect Section

on Cap
above
in

Computations
the

In

damages

are

awarded
any -B

amount
of
the

of non-compensatory compurations

damages
in

including 12 or

fmes above

will

not

be included

any

described
will

Article in such

The amount

of compensatory

damages awarded

be included

compu

tations

120

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 12 of 74

Section

13

Effect
take

of

Salary

Cap
in

In

awarding
in

any

amount

of

damages

the

System

Arbitrator authorized

shall to

into

account
Salary

that

any

League Year no Club would
permitted

have been

pay

out any

excess

of that

under the

Salary

Cap
above be reim

Section

14

No
by

Reimbursement
the individual

Any damages awarded
found
liable

pursuant Clubs

to

Section not

must be paid
bursed

Clubs

and those

may

or indemnified

by any

other Club or the

NFL
an
alleged violation

Section
Article
costs

15 Costs

In

any

action

brought

for

of Section attorneys

of this
fees

the System Arbitrator shall

order the payment such

of reasonable

and
to

by any

party found to have brought without any reasonable
his

an action
asserting fees

or to have asserted such

defense

such

an action
each

basis

for

claim or defense

0th

envise

party shall pay

or

its

own

attorneys

and costs

Section 16 Termination The under
the

NFLPA
been

shall

have the

right

to

terminate this Agreement

following

circumstances
there

Where
violation individually

has

fmding or
with respect

findings to

of one or more

instances

of

of Section
or in
total

of this Article involved
five

any

one

NFL

season
injury to

which
20 or

either

or more

Clubs

and caused

more

players

or

Where
violation

there

has

been

finding with

or findings
to

of one or more

instances

of

of Section
either

of this Article or in total

respect

any

two consecutive
Clubs
player

NFL
to

seasons
injury to

which

individually

involved

seven

or more

and caused found

28 or more
injured by

players
violation as

For purposes
of Section
player

of this Subsection of this Article
in

16b
violation

have been
shall

each

of two consecutive
for

seasons

be counted
or

an

additional

injured by such

each

such

NFL
by

season

Where
convincing Section evidence

in

proceeding 14 or more

brought Clubs
to

by the

NFLPA
in

it

is

shown
or

clear

and
of

that

have

engaged

violation

violations

of

this

Article

causing injury

one or more

NFL

players

In order to terminate this Agreement

The
cii

proceeding

must be brought

by the

NFLPA
infonned
Section
at for the

The

NFL
that

and the System Arbitrator must be
the

outset

of

any

such

proceeding
its

NFLPA
to

is

proceeding

under

this

the

purpose

of establishing
iii

entitlement

terminate this

Agreement and
that

The System

Arbitrator

must fmd

the

Clubs
for

engaged
players

in

willful

collu

sion with

the intent

of restraining

competition

among

teams

Section
within

17 Time Limits

Any
the

action

under Section
the
that in

of

this

Article

must be brought
should have days

ninety with
first

90

days

of

time

when

player knows he

or reasonably

known
of the of
of

the exercise scheduled
is

of due diligence season

had

claim or within
in

ninety

90

regular

game
is

the season

which
to

violation

of Section Section

this Article this Article

claimed whichever
have
the

later to

Any
any

party alleged proceedings

have
the

violated merits
to

shall

right prior

on

make

an

121

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 13 of 74

initial

motion

to

dismiss any

complaint

that

does

not

comply

with

the

timeliness

re

quirements

of this section

Section
cle

18

Prior

Conference
the
parties

Prior to
shall

the initiation
in

of any or

proceeding

under
to

this

Arti
to

by the

NFLPA
resolution

confer

person

by telephone

attempt

negotiate

of the dispute

122

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 14 of 74

ARTICLE

18

CERTIFICATIONS
Section

Contract Certification Every Player Contract or any renegotiation
extension or

amendment

of

Player cation of the

Contract executed

entered
separately

into

during

the

term of
\vho

this

Agreement

shall

contain

certifi

by
and

the person
iii

executed

the Player

Contract
the

on behalf
contract or of

Club ii
sets

the

player

any
that

player representative \vho the of Player the

negotiated

on behalf

of the player confirming
forth
all

Contract renegotiation
remuneration
for

extension
his

amendment
professional agreements

football

components from the Club or Club
or implied

players

playing

Affiliate oral

and

that

there are

no undisclosed
undertakings of

of any

kind express

or written

or promises

representations any

commitments

inducements
of any

assurances kind
to

of intent

or understandings

kind

involving
to

consideration

be

paid furnished or made

available prior

or guaranteed

the player or Player the term extension Player

Affiliate

by the Club or Club Affiliate
concerning terms
to

either

to during or
gotiation Player

after

of the Player of any Player

Contract or
Contract

of any

rene

and/or

by

player subject

Franchise

or Transition

designation
certification

In the
either

same
the to

the

Club

player

and player representative
violative

will

confirm place with or describe

that

to

best

of their

knowledge
renegotiation
are

no conduct
extension

of Article
in

17

took tion

respect such

the contract

or

amendment

ques

conduct of which they
will

aware
unless

No
by the
certifications

contract

be

approved

by the Commissioner and above
certification violation as

accompanied

required by Subsections
failure to

Any
section

execute

and submit
of

required under

Sub
this

1a

above

shall

be
to

deemed
execute

evidence

of Article
as

14

Section

of

Agreement
tion

Any

failure

and submit
of

certification violation

required 17

under Subsec

1b

above

shall

be deemed

evidence

of Article

of this Agreement

Section

End

of

League Year
fourteen

Certification

Within executive mit to extent
primarily

14
for

days

of

the

conclusion

of

each

League Club
has

Year
shall to

the

responsible Council
after

football

operations

on behalf
that

of each the Club

sub
the

the Management of
his to

certification

confirming
all

not

knowledge

reasonable

inquiry of
into

owners

and

all

employees with
of any

authority

negotiate or

Player

Contracts or

entered or of

any

undisclosed undertakings

agreements

kind

express

implied

oral

written

promises
or

representations

commitments inducements
described Council
in Article

assurances

intent of
to

understandings
certification

of any
the

kind

as

14

Section

Upon

receipt

such

Management

shall

forward Within

copy of the
fourteen

certification

the

NFLPA
of each
to

14
the

days

of the

conclusion

League Year each Club during
after that

player agent

representing
shall

player xvho
to his

was under contract
certification

an

NFL

League

Year
all

submit
in

NFLPA
into

confirming
to

reasonable Contracts

inquiry of
that

personnel or she

or her agency has entered

with

authority any

negotiate

Player

neither he

nor they

undisclosed

express

or implied

oral

or written

or promises

undertakings

of any kind agreements commit representations

123

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 15 of 74

ments inducements
Article

assurances

of intent of

or understandings
certification

of any the

kind

as

described forward

in

14

Section

Upon
to failure to

receipt

such

NFLPA
as

shall

copy of the certification

the

Management Council
execute

Any
tion

and submit
evidence of

certification violation

required

under Sec
Section

2a

or

2b

above

shall

be deemed

of Article

14

of this Agreement

At the conclusion
ble for football

of each
of

League Year the executive
each

primarily responsi
to

operations

on behalf
that

Club

shall to

submit

the

Management

Council
after er

certification

confirming
all

the Club has

not

the extent

of his knowledge
to

reasonable

inquiry of the

owners of

and

all

employees with authority
Section
disclosing

negotiate

Play or

Contracts

violated

terms any

Article

17

nor received
that

from the

NFL

the Management

Council

communication
any

an

NFL

Club had negotiat
an Offer Sheet

ed with or
has of

is

negotiating
to

with

Restricted Free or any

Agent

unless and until

been given
Player
is

the Prior with

Club

Unrestricted Free

Contract

that

Unrestricted

Free Agent prior to Agent where such communication

the execution or

disclosure

inconsistent
shall

with Article

17

Section
certification

Upon
to as

receipt

of each

such

certifica

tion

the

NFL

forward
failure to

copy of the
execute

the

NFLPA 2d
above
of this Agreement

Any
shall

certification

required under Section

be deemed

evidence

of

violation of Article

17

Section

Section
false

False

Certification required of up to
to

Any

person

or Club

who
or

knowingly

executes
Article

or

files

certification to fine

by Sections upon

1a 1b 2a
finding
shall rest

2b

of

this

shall

be

subject

$375000
such the
in

of such with

violation

by the System Arbi
Arbitrator or the

trator Authority

impose

fme

the
in

System
Article

Commissioner
Notwithstanding

consistent with the foregoing

allocation

of

authority
shall
is

14

Section

6b
be the

no circumstances
if

fme under
also

this

Section
for

imposed upon any person same
tion

or Club

such

person

or Club

being
set

sanctioned

conduct under
shall

Article

14

Section

above

The fme amount
change
in

forth in this Sec

be adjusted
as

each
to

year

by

the

percentage
for

Projected

AR

for

that

League Year

compared

Projected

AR

the prior

League Year

124

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 16 of 74

ARTICLE

19

CONSULTATION AND INFORMATION
Section
Salary
first

SHARING
the
first

Summaries
day

During

the period of that

between

day

of the League
shall

Year and the
the

of the regular season

League Year
for

the

NFL
on

provide basis

NFLPA
the

with

Salary

and Team
regular

Salary

summaries and during
it

each

Team

weekly

Upon
such
less

first

date of the
shall

season
as

the remainder
for

of the League

Year

information often

be provided

often as

is

prepared

use

by the

NFL

but no

than once each

week
and Communications
reconcile any or of
differences

Section
shall

Consultation
in

At

either

partys
to

request the Salary

the

parties

meet

good

faith

to

with of any

regard

Cap

treat

ment
Player

of any

Player

Contract
Play er

the

amount

Required

Tender

Franchise

Tender

Transition

Tender
Contract

or Rookie

Fifth

Year Option

Section

Notice

of Invalid

If

the

NFL

informs

Club

that

proposed
this

player transaction would be inconsistent

with

or in violation

of the the

terms

of

Agree
such an

ment

as

interpreted

by

the

NFL
as

the

NFL

shall

promptly
basis in for

notify

NFLPA
than
five

that

interpretation has
shall

been communicated
notice

and the
but

such

interpretation
later

The NFL
business

provide following

such
the

soon

as

possible

no event
to

days

communication

of such

interpretation

the Club

Section
shall

Copies
to
is

Within

two
at

business

days

of their receipt

by

the

NFL

the

NFL
or

provide Sheet
that

the

NFLPA
into

no expense
to

copy
of any

by
and

.pdf
all

if

the Player Contracts

Contract

Offer Sheets

provided entered

by .pdf

the

NFL
during

Player

and Offer

are

or extended

the term

of this Agreement

125

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 17 of 74

ARTICLE

20

OTHER
Section

PROVISIONS
who
in

CFL
contract
to

Rule

No

Club may
Football

sign

any

player

the
at

same end

under
clubs

Canidian
season

League

CFL
is

year has of
that

been

club

the

CFL

season

regular

or postseason whichever

applicable

Section

Physically
list

Unable
will for

to

Perform
tract will

PUP
as

Perform Any
his
full

player placed
Salary

on

Physically

Unable
list

to

be paid

Paragraph

while the

on such

His

con

not be tolled players

the period
will

he

is

on
if

PUP
he
is

except
still

in

last

year of his contract
to

when
football

the

contract

be

tolled

physically

unable

perform

his

services

of the sixth

regular season

game

Section

Non-Football
player

Injury
is

who

placed

on

Non-Football Injury or
his

Illness

list list

N-F/I
but except

will as

not

be

entitled

to his

under any compensation
contract
will

contract

while on such status

provided

below
will

continue

to

run while in such
final

player on N-F/I option

who

is

in

the

year of his contract
if

including
able

an
to

year
his

have

his

contract

tolled

However
the sixth
Salary

the

player season

is

physically the

perform pay
in

football

services

on or before
Paragraph contract
If

regular

game

club

must

the player his negotiated
toll

pro
is

rata taken

for

the balance

of the season the period

order to such

such
is

players allowed

such

player
his

off N-F/I not be

during

when

action

by League

rules

contract

will

tolled

Section

Roster Exemption
Certain Players

Not Under
an unsigned

Contract
player

After
is

the final roster
either

reduction Free with
in

Club must agree

in

writing with or

who

an Unrestricted
Player
if

Agent
such
roster

Transition

Player

Franchise
if

Player

prior to player

signing
will

Contract
is

player

on what
status Players

compensation

any

the

be paid

he

placed

exempt

Under Contract who
be
does not report
to

If to

Club obtains
his

roster after

exemption
first

for

player under contract tion such the

Club

until

the

roster

reduc
until

player will not
is

entitled

preseason
is

or regular

season

compensation
of such
fact

exemption
to

removed
If

provided notice
his

the player
is

given written
to

notice

upon
paid

reporting
his

the Club
Salary

such

not

given

the player

the player must be

Paragraph

during

exemption

Restricted
either

Players
than

Any

player whose Seasons

contract or ii
is

has

expired

and who

has
to

two but
Article

less

three Accrued

Restricted Free Agent

pursuant
to Article

Section or Article reported
to

and who

has

been given

the Required

Tender
has not

pursuant signed

Section

Sections
his

2bi

or

ii

and who

contract the roster

and has not exempt
If
list

Clubs

preseason

training

camp may
before the

be placed on

of his Club under the following not reported
at least

conditions the
until

the player has he

day

Clubs

second

preseason
first

game

may be placed game

on

roster

exempt

the day

following

the Clubs

regular

season

126

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 18 of 74

ii
preseason

If

the

player has

not

reported
roster

at

least

the

day the

before day

the

Clubs

third

game

he

may be placed game
player has not

on

exempt

until

following

the Clubs

second regular season
iii If the

reported

at

least

the
until

day the

before day

the

Clubs
the

fourth
third

preseason
regular

game

he

may be placed
scheduled
roster after

on

roster

exempt
actually

following

season

game Any game
the

the date he

reports Subsection
shall

iv
with the
first

exemption imposed under
after

this

commence
Player

immediately

Restricted Free Agent reports and signs

Contract

during

pendency
roster after

of any

League-imposed suspension imposed under
this

Any
for
its full

exemption
trade
is

Subsection

shall

continue

duration

any

of the player to placed
to
full

another
roster

Club

vi
to

Any

player

who
entitied

Section
his

4c

shall

be

exempt list of his Club pursuant compensation from his Club for any week in on the
reports but while

which exempt
Salary affect roster

Club has

bye
any such

after

the

date he not

he

is

still

on the

roster

list

Thus
result

player placed

may

lose

more

than

three weeks

of Paragraph

as

of being of regular

on the

roster for

the

number
list

season
for

games

shall not exempt list This Subsection which the player can be placed on the for his

exempt

and thus
iii

which the player may not play Nothing
herein
shall affect

Club
or

in

accordance the

with

Subsections

above

any
to

right

obligation

player or Club otherwise

may

have be

concerning placed
to

compensation
roster

the player
this

vti
the Club has
the

No

player

may

on

exempt

under

Section
its

4c
to

unless place

provided
roster

written

notice

the player and the days
prior to

NFLPA

of

intent

player on such

exempt
notice
is

at least

five

the Clubs

second preseason
roster

game
in

Once

written with

provided

the

Club must place the player on

exempt

accordance viii

Subsections

iiiabove
extra shall

For purposes of this Article Hall of Fame Game and the American Bo\vl

preseason not

games such

as

the

Canton

count
to this

Lx
not be
entitled

When
to

placed

on

roster

exempt

pursuant

Section

the player shall

compensation
as

Except
roster

provided
for

in

Subsection
trvo

above

for

purposes

of this Section

exemptions

shall

be

no more than

weeks of the

regular

season

Section

Arena

Football

Players

Players the

under an

NFL
with

Arena

Football
is

League

AFL
NFL

Player or an

Contract

may

not

be

allocated

to that

club

in

Arena League

whether or not

Arena

League

club

commonly owned
Otherwise drafted
to

NFL

Club
players to

eligible

Arena League

who
current

would be Rookies
draft

in

the
if

NFL

may be

by any

Club pursuant

procedures

even

under contract

an

Arena League Club
player

Before

under contract
released

in the

the Arena League

may

be

signed

to

an

NFL
ing

Player contract
to

Contract he
obligations

must be
in

by

Arena League club
including
for

from any

preexist
rights

the

Arena etc
an

League

any

residual to

contract an

relating

negotiation rights
\vffl

first

refusal

and except
Unrestricted

players

whom
This

NFL

Club
refers

has

Draft
to

be considered
rights

Free

Agent
in

provision Football

solely

contractual

between

player and

team

the Arena

League

127

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 19 of 74

and

does

not

refer

to

the

terms

of

any

collective

bargaining

agreement

in

the

Arena

League Cd
with being Player an player whose

most recent

contract

to

play professional an

football

was

AFL

team

that

shares

common
and such

ownership with Club being Club
until

Related
Contract

AFL Team
with
that

NFL Club such AFL team Related NFL Club may not sign
period of 72 hours following with
free

Related

NFL
shall

after

the termination ing that Contract
that

or expiration

of the players

contract

the Related
to

AFL Team Dur
and
sign to

72-hour with

period the player
other

be completely

negotiate
are

Player
rights

any

Club The

terms

of this Subsection

subject

any

any

Club may have under
the terms

Article

and any

Club
such

that

has

drafted

such

player

consistent with

of this Agreement

may

sign

player at any

time permitted

by

this

Agreement

NFL
but

clubs
in

and Arena League

clubs

may

not

participate

common

classroom

may have common practice facilities work film study drills scrimmages or
in

other on- or off-field

work

Any
missioner with
his

NFL

player suspended not any play for

or his Club

may

one year or less an Arena League team
for his

the
is

NFL
with

by the

Com
of

that

commonly owned
the period

NFL

Club during
is

term of
to his

suspension

that

overlaps

time the player

under contract
an

NFL NFL
be

Club
is

If

Arena League would
violate

club

that

commonly-owned
but
to

with

an

NFL

Club

engages

in

conduct

that

Rules including
attributed

not limited to the

NFLs
as

anti-tampering sanctions
are

policy

the violation

shall

the

NFL

Club

so long

any

imposed consistent with

the terms

of this Agreement

and the

NFL

Consti

tution and Bylaws

Section
football

Other
league
until
is

Professional
eligible to sign

Leagues
an

No

player

who

is

under contract
Practice

in

another

NFL

Player

Contract
in

or

Squad Player

Contract

the termination

or expiration

of his contract

the other league

Section

Failure
late fine to

to

Report
to

to

Training

Camp
who
signed
plus this

player under
training as

Contract
shall

who

has
to

unexcused
per day pursuant each
will

reporting of

or absence

from preseason
player

camp

be subject

$30000
such

For such
fine shall

an Unrestricted

Free Agent
Salary for

Article

be $30000

one weeks Paragraph
Section day of preseason

preseason

game
as

missed For the purpose of
period beginning with the

training training affect

camp camp
shall

be defined
the

the

first

Clubs
does not
for

through not

final

preseason
to

roster to

reduction

date

This

Section

and

be construed

apply

any

other fines that

Clubs

may impose

other conduct

128

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 20 of 74

ARTICLE

21

OFFSEASONWORKOUTS
Section any

Voluntary
\vorkout

Workouts

No

player shall be required to

attend

or participate
as

in

offseason
in

vided

Article

22

instruction of program or classroom other Club offseason workout Any

Club other than programs
place
in

pro

and
the

classroom

instruction

sessions set forth

shall

be

strictly

voluntary

and

shall

take

manner

and

time period

in this

Article

Section

Time

Periods
to

Subject of the previous

the limitations
until

in

Subsections of training
If

and

below from
Clubs

the end or
after

NFL

season

the opening
as that

camp
hires

may

schedule

conduct offseason
the

workout
regular

programs season

follows

Club

new head coach
conduct
an

end of the

ptior

Club

may

schedule

or

offseason
to

workout

program for no more than nine total weeks with eight of the weeks required be consecutive and subject to Article 22 Section to be completed over twelve-week period more
either

All other nine

Clubs

may

schedule
total

or

conduct offseason
to

workout
over

programs

for

no
In

than

consecutive

weeks

be

completed

ten-week
for

period

no more than four workouts per week case Clubs may schedule Such workout programs shall not be permitted on weekends player
shall to

any

individual

Nothing nn
his

herein
prior

prevent

Club frnm permitting
of the Clubs
to

an

individual

player

tn

work

nut

own

the

commencement
if

official

offseason
that

workout
official

program using

the Club
player in

facilities

the player
individual will

wishes

do so except
are

no club
or that
to

may

indicate

to

that

such

workouts
result in

not

voluntary

players failure to participate the

such

workouts

the

players offseason

failure

make

Club

Prior to

the

com

mencement
daily

of the

Clubs

official

workout
of any

program

players

may
to

not

receive

workout

payments
for
tra\

or workout

bonuses

kind and may not
are

be paid or reim
participate

bursed
in

expenses

el board or lodging ii Club-supervised
film

players

not

permitted

Club supervised coaches
study

workouts

practices with

group

or individual

meetings
play-

with

group or individual
with

study

coaches

or group

or individual coaches

book
direct injury

coaches

iii

the

Clubs
but

strength supervise

and conditioning
use of the weight
activities shall

may
to

not

players individual

workouts

may

room
not

prevent
directed

and

to

correct misuse

of equipment In addition

and

iv

players

may

be

or

supervised

by any
individual

coaches

nothing

herein

prevent
after

Club
the

from Clubs
off
to

permitting
official

an

player to has

work

out

on

his

own on weekends
time after
if

offseason

program

commenced

or at

any

the Clubs
to

official

season

workout

program has ended using Club
set forth in

facilities

he

wishes

do so subject

the restrictions
that

the immediately
to

preceding such such

sentence
individual

of this Subsection

except

no club

official

may

indicate to

play er that in

workouts
will result

are in

not volun
the

tary or that
failure to

players

failure

participate

workouts

players

make

the Club

Each
ducted
in

Clubs
as

official

nine

week

offseason

workout

program

shall

be con

three phases

follows

Phase
offseason

One

Phase One
Subject
to

shall

consist

of the
rules

first

two veeks

of the Clubs of
this

workout

progtam

the additional

set

forth in Section

129

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 21 of 74

Article

Phase One

activities

shall

be limited

to

strength or

and conditioning
part time with
field to

and physical and condi
shall

rehabilitation

only During

Phase

One

only

frill-time

strength the or to

tioning allowed
ticipate

coaches on the
in

who
field

have

no other

coaching
shall

responsibilities

Club

be

no other coaches
activities that

be allowed
shall elect

on the

otherwise

par

or

observe except

No

footballs

be permitted
to

be used only dead
provided they

ball
are

activities

quarterbacks

may
shall to

throw

to

receivers

not

covered

by any Phase

other player

Players

cannot

wear helmets
of the

during next

Phase

One
of the

ii Clubs of
this

Two
Phase

Phase

Two
all

consist

three
set

weeks

offseason Article

workout
during

program

Subject

the

additional

rules

forth in Section the
as field

Two
only

coaches

shall

be allowed and vs
drills as

on

On

field

workouts
drills

may

include

individual

player instruction but not offense

well or

perfect
teams

play
drills

e.g

offense

or defense

defense only but

special

on

separates

basis live

e.g.
contact
are

kicking

team

or return team

not

kicking

team vs

return offense
sive

team No
vs defense
pass

or team permitted

offense

vs

team defense

drills

are

permitted

No

drills

e.g. no one-on one offensive linemen vs defen
drills special

linemen

rush

or

pass

protection

no wide
teams

receivers

vs

defensive

backs

bump-and-mn
defense
are iii

drills

and no one-on-one
Players cannot

drills

involving

both offense

and

permitted Phase

wear helmets
shall to

during

Phase
of the

Two
next four

Three

Phase Three

consist

weeks

of the

Clubs
tions

offseason

workout

5a

and

5c

of this Article
total

program Subject and Appendix
of ten days
set

the
to

additional
this

rules

set

forth in

Subsec

Agreement
team
practice

during

Phase Three

each or

OTA
to

Club may conduct

of organized

activity

OTAs
shall

days
first

The

restrictions

forth in

Subsection

5b

of this Article of of

not

apply each

OTA

days The Club may conduct two weeks of Phase Three
either

maximum maximum
the fourth
to

of three days of four of days

OTAs

during

of the

OTAs may
with other

be
the

conducted

during

the

third

week

or

week

Phase Three
the

Mandatory Veteran During conduct
rules

Minicamp

Article

22

Section only
three

be held during
of

week
also

weeks

in

which the Club conducts
day of

days

OTAs
shall

the Club

may
to

fourth

non-OTA

workouts
as set

but
forth

such
in

activities

be subject of
this
is

the

governing

Phase

Two

workouts
shall

Subsection
field

2bii
live

Article

During ted

Phase Three

all

coaches

be allowed
drills

on the

No

contact

permit

No

one on one offense
linemen pass rush

vs

defense pass

are

permitted
drills special
drills

i.e no

offensive linemen

vs of

defensive backs

or

protection

no wide
teams

receivers

vs

defensive

bump-and-mn
are

drills

and no

one-on-one
teams occurs
to this

drills

involving

both

fense and defense
are

permitted no
in live

Special contact

e.g

kicking

team vs return team team defense
drills

permitted
all

provided
drills

Team

offense
are

vs

including
live

listed

Appendix

Agreement
to

permitted provided no
shells are

no

contact

occurs

Clubs

may

require players offseason

wear helmets

permitted

during

Phase Three of the Clubs Each
year Clubs

offseason
that

workout program or any minicamp workout programs cannot begin prior to

the

first

Monday
Each
before

in

April for

have hired
prior
to

new head coach
third

after

the end
for
all

of the prior other Clubs days the
that

regular season year on

and cannot
date to

begin

the

Monday

in

April

the scheduled

upon by the parties but no later than commencement of Clubs program each Club
with the

be agreed

twenty-one
shall

provide

NFL

and the

NFLPA

Clubs

schedule

for

its

offseason

workout

program

130

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 22 of 74

year and
that tion

shall

advise the
if

NFL

and the
such

NFLPA
satisfied

in

writing in advance
to

of any

changes

to

schedule

the

NFL

provides

information

the

NFLPA

the Clubs

obliga

under

this

sentence

shall

be deemed

Section
for

Payment
workouts
offseason

Each

player shall
instruction

receive in

at

least

the

following

amounts
to

per

day

any

or classroom

which

he

participates
fulfills

pursuant the Clubs

Clubs

voluntary offseason

workout

program

provided 12

the player

reasonable

workout

requirements

$155 2011

League Years
18

$175

201314

League
20

Years

$195

201516

League Years
Players are

$215 2017
required
to

League Years and $235 2019
three out

League Years workouts

respectively any
in

complete
in

of four scheduled
for

including

scheduled
that

OTAs
except paid

per week
that for
if

order to
less in to

be paid
than

any

workout
scheduled

the player completes

week

there are \vorkout

four

workouts
player can offseason

in

week

the player will be paid
for

each

which

he

participates

only be

offseason

workouts
shall

pursuant

the

terms

of an Player

executed Contract

workout and
the

addendum

which
agree

be

part

of the players offseason

NFL
Any

The

NFL
to

NFLPA

shall as

upon
to

standard
this

workout

addendum con
be by

which
tract to

shall

be incorporated
at in the the

an

Appendix

Agreement workout
to

player under
shall

Club

time of the start of the offseason

program

invited

participate

Clubs

program
Player

player subject

Required

Tender

Club
Player offsea

but

who

has with

not

signed

Contract or an

Unrestricted
to

Free Agent whose
in that

Cnntrct

thcit

Club has expired
but

may
an
in

he

invited

pnrticipate

Clubs

son workout Agreement
subject
to

program
prior to his

must

sign

Offseason such

Workout
Players

and Minicamp

Participation

participation to

activities

who

are in

under contract Clubs

or

Required

Tender
also

an

NFL

Club and who
for

participate

offseason
to the

workout

program may

receive

expenses

travel board

and lodging

subject

terms and conditions

set

forth

in Article

13

Section

6eiv3
workouts
training will

Section
the

Injuries
as

Any
if

player injured during the Clubs

offseason preseason of

be protected
provided he

in
is

same manner

injured during
facility

camp

working

out at the Clubs

under the

direction

Club

official

Section

Miscellaneous

No
\vorkout
participate failure to

Club

official

may
or

indicate
is

to

player

that

the
that

Clubs
players
in

offseason
failure to

program workout in

or classroom

instruction

not

voluntary
instruction

or

program
result in

classroom

will

result

the

players

make

the

Club or

any

other adverse blocking

consequences tackling
All

affecting

his

work
and-

ing conditions

Contact

\vork
in the

e.g llve
all

pass

rushing

bump
in

run

is

expressly prohibited
shall

offseason

workouts

Clubs coaches
set

and other Club Appendix

officials

follow

all

of

rules

regarding

offseason

workouts

forth

hereto

During
nized

the

offseason

team
than

practice

activity

program period except and minicamps players may be no more
than than than four days minutes per

for

the
at

ten

days

of

orga no

the

Club

facility

more ends

four hours

per day
field

week
day
day

and not

during
the

week Club

and
not

on

the to

no more

ninety

per

In addition during

may

speci

any

player more

two

specific

hours

which

it

sug

131

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 23 of 74

gests

that

the

player

be

at

club

facilities

Any
hours

player
in

participating

in to

an

offseason
to

workout
duct
his

program may
weight

select

the other
as

two

which he wishes
the hours

attend

con

training etc

long

as

he does

so during

of operations

of the

Clubs weight

room
Clubs
shall film
all

three
until

Phases
thirty

of

the
after

on-field

workout

sessions

and

shall

maintain

copy of such

films films

days

the start of the regular season

The NFLPA
to

may view such
violation

after signing
this

confidentiality

agreement
only

satisfactory
filing

the

NFL

at the start of each

League Year of
of this Article

Agreement

upon

the

of

complaint

alleging

Section
the

Pre-Training program no player
activity

Camp
shall

Period
with

During
the
to

the

period

beginning

with
for

the

end of

offseason

and ending

mandatory
participate football

reporting
in

date

preseason or

training

camp

be permitted

any

organized any

workouts on

organized voluntary
Affiliate

football

of any

kind or any

activity

with

coach

either

or involuntary

basis in connection the preceding

with

or on behalf during date the
for

of the
five

Club or

Club
days

Notwithstanding prior to the

sentence

consecutive

immediately
training

mandatory
in Article

veteran

reporting

each

Clubs

preseason than

camp
Perform
failed

as

specified

23

Section

no veteran

player other

quarterbacks ble to or

and ii other

players

who

were on the Injured Reserve
list

Physically

Una

or Non-Football Injury or Illness physical examination given

at

the end of the previous
at

season
the last
related

by

team physician
football-related

any or

time

after

game
injury

of the previous or illness during

season

or

sustained or

non

football

the offseason

had surgery during
regardless

the offseason such condition

regarding

football

or non-football-related
to participate in

condition any

of

when

arose

shall

be permitted
ty

organized
activity

workouts or other organized
with any

football

activi

of

any

kind

or

any

football

coach

on

either

voluntary

or

involuntary
that
ities

basis in connection
in categories

with

or on behalf

of the Club or Club
in
all

Affiliate

Except
activ

player

ii14 above
Minicamp
to participate

who

fully participates the

Phase Three workout

and the Mandatory Veteran
not

during

clubs day

offseason This any

program
shall in

shall

be permitted

during

this five

period
or

prohibition provision
shall

apply Player

notwithstanding Contract

any

other

provision the

of

this

Agreement
in rules this

any any
to

Notwithstanding any Club
facility

above
to

nothing

Section

prevent

player from using

subject

League

and the Clubs permission
the
participation

work
coach

out

on

his

own

at

any

time

on

voluntary

basis in this

without Section

of any

trainer

or other Club personnel
in

Nothing

shall

prohibit organized of the Club or

player activity the League

personal

appearances agreed

or promotional

activities

on behalf

that

the player has

to

Section
Clubs uled
to

Rookie
attend the the

Premiere

Invited

Rookies Premiere event

will

be

permitted that

by
such

their

respective
is

NFL

Players Rookie of

provided

event

sched
four

during

month

May

ii such
Saturday

consecutive the

days including both
the dates
for

and

encompasses Sunday and iii the
not
later

maximum

of

NFLPA

provides of each

NFL

with

the next

Rookie

Premiere

than

February

year

132

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 24 of 74

Section

Enforcement The head coach and
the or
to

Club who
fme

are

jointly

responsible but not

for

any
to

con
the

duct in violation
rules in

of Sections
shall

of this Article
to

including

limited

Appendix
shall

be subject

be determined
other the

by the

Commissioner

which

fmes

not

be reimbursable
in

by the Club or any
shall

person
right to in

The

NFLPA
Sec

and any player involved dons
through or

any

such

violation

each

have
to

enforce

of this Article
arbitration

including proceeding of
to

but

not

limited

the rules

Appendix

an expedited
that
is

before

the

Impartial Arbitrator
this

Any head
right

coach or Club
to participate

the subject

proceeding present
shall

under
defense each
set

Section

shall

have the

in

the proceeding

and

bi
tives forth to in this

The

NFL
claims

and the

NFLPA
to

designate
forth

one or more

representa
set

investigate

of violations
relating

of the rules

above or any

other rules of either

Agreement

offseason

workouts
areas

At the request Club
shall
facilities

party
to as

these representatives will inspect the

appropriate

of

without
as

notice quickly

Club and

upon

request with

from any
of
all

representative

be provided

reasonably umentation

possible any

copy

tape

film other recorded

evidence or other

doc
by

representative deems relevant to any Within
forty eight

possible violation

ii
the

48
if

hours

of the the

commencement
Executive

of

complaint of the

NFLPA

to

the

NFL

or

sooner

practical

Director
shall

NFLPA oc
hours

and the
status

NFL
the If

Executive complaint
are

Vice

President

Labor
shall the will

League Counsel
attempt
to

be advised of the
if

of

and these persons
to

determine matter

violation

curred

they the

unable

agree

upon

outcome
render

the

will

be

immediately

referred to

Impartial Arbitrator of the dispute
as practicable

who

decision

within

forty-eight

of the submission

As soon
fore the

after

the

commencement
be provided
of any with

of any

proceeding
all

be
of

Impartial Arbitrator

the

NFLPA
have not
fails

shall

copy of
that to
is

tape film

other recorded the proceeding ant
to

evidence
if

or other

documentation

workout

the subject

such

materials If

already been produced
to

the then
to

NFLPA
the

pursu

Subsection

bi
of

the
shall

Club

produce such
be cancelled

materials

Clubs next

scheduled

week

OTAs

automatically
that
its

pursuant

Subsection
is

dii

below

unless the Club proves the Clubs

failure to

produce such

materials

due

to

circum

stances beyond

control In the
Article

Commissioner Fines
tion

event

that

the

Arbitrator not
limited that shall for

finds to

any

viola
in

of Sections or in
as the

or event

of
that

this the

including

but

the

rules

Appendix
occurred

provided

under Subsection
of $100000
shall for for the to

NFL and the NFLPA dti below the head
first

agree

violation

has
to

coach

be

subject

fme
tion

in

the amount

violation
in If that the

and $250000 amount
violation

second
for

viola
first

and the Club

be

subject

fme

of
is

$250000

the

violation

and S500000
the

second violation

such such

found by the Arbitra
has

tor

or

NFL
in

and
his sole

the

NFLPA
or

agree

violation

occurred

the

Commissioner
in the

discretion

may
after

promptly consuhation

fme the head coach and the Club
with the Executive Director of

amounts

specified

above

the
if

NFLPA

may fme the head coach
determines
that

and the Club some
the

lesser

amount

or no

amount

the Commissioner

conduct of the head coach and the Club

133

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 25 of 74

were based
the
rules set

upon
forth

good
in

faith

interpretation

of Sections did not
constitute

or

of this Article

or

Appendix

or

material violation
to this

of such
shall

Sections

Any
as to the

fmes

assessed
Fifty

by the Commissioner
to

pursuant

Subsection

be

donated
percent with

follows

percent

the

Player

Care
that

Foundation
the

Gene Upshaw Players Assistance Trust and fifty The NFL shall promptly provide the NFLPA
been paid and donated
in

written

evidence

fme has

accordance

with

this

Section ii

Other
if

Penalties

If

the

arbitrator

determines

that

violation has Executive the

oc
Vice next

curred
President scheduled or the

or

the

Executive

Director

of the
that

NFLPA
violation

and
has

the

NFL
If

Labor week
of

League

Counsel agree be cancelled

occurred

Clubs

OTAs

shall

excluding

minicamps
Executive of

the arbitrator President occurred

finds

Executive

Director

of the
that

NFLPA
two

and the

NFL
of

Vice

Labor
in

and League same

Counsel agree

separate scheduled

violations

these rules
shall

the

League Year the minicamps
selection in

Clubs

next

week
shall

OTAs
the

also to

be cancelled
fourth-

excluding

and the
in

Commissioner
draft in

cause

Club

forfeit

round
ties

draft

the next

which the Club has such two sentences
shall

selection

The penal

described

the immediately

preceding

be imposed whether or

not

the Commissioner
iii

imposes League above
that

fme under Subsection Year
shall after

8di
League

of this Article

For each
Subsection

the

2011

Year

the

fme
as for

amounts change
prior

described
in

in

be adjusted by the same
to

percentage

the

Projected

AR
to

for

League

Year compated 100

the

Projected

AR

the

League Year up

maximum
any

of ten percent

per League Year offseason out
at

In the event ing

week

of the Clubs

workout team
in

program exclud
facility

minicamps

is

cancelled
in to

no

player may work

any

during

the

cancelled

week
shall

However
be deemed
in

such

event

players in

participating

the

Clubs
of

offseason
for

program
cancelled

have

participated for

the required

number

days

the

week

order to

qualify

offseason

workout

pay or any workout
arbitration

bonuses
is

No

conduct occurring

prior to

the

date

upon

which any

proceeding
for

filed

before

the Impartial Arbitrator under these rules
violation

may

serve as the basis
in

fmding of

second

by

Club
facts that

second violation by
after in

Club

the same the
first

League Year must
violation

be predicated
filed

upon

arising

the grievance
last

alleging

has

been

Any
will

violation result in

occurs of

the

week
first

of \veek

the of

Clubs

offseason

workout
in

pro
next

gram

loss

the
this

Clubs

OTAs
will

OTAs
not

the an

offseason

provided
violation in in

however
the the next

carry over
If

cancellation

constitute

inde
the
that

pendent
offseason

offseason

the

Club

hires

new
will

head coach
carry

after for as

which
if

violation

occurs

the

cancellation
is

not

over

Club however
coach

the

terminated

head coach
will

hired by another
against

NFL

Club
in

head
offsea

the carry-over cancellation

be assessed

the hiring

Club

that

son
Except
not preclude agreeing any
to player as

provided

above
out

these limitations

on offseason
any

workouts

shall

from working
in this

on

his

own

at

time including

weekends
in to

By

the

sanctions

Section
as

the parties
issue

have not waived Commissioners
for

or affected authority

any way impose

their

respective

positions

to

the

of

the

discipline

including

the forfeiture

of draft

choices

conduct within

the scope

of his authority under the

NFL

Constitution

and Bylaws

134

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 26 of 74

The NFLPA
visits

may

designate

representatives

who

can

make unannounced
Articles

to

Teams

to

investigate

compliance

with

the provisions

of this Article than
five

22
visits

24 and Appendix
per Club
field in

Such

representatives
will

may make no more
provide
is

total

such

League Year The Club
each

access
visible to

to

location

near the practice

where

segment of the Clubs

practice

such

representatives

Section

Offseason
but

Participation has not signed

Contract
Player

player subject

to

Required Free

Tender Agent

by whose

Club

who

Contract or an Unrestricted

Player

Contract

with

that

Club has expired Agreement
of that

may
in

enter into

an

Offseason
in

Workout

Program and Minicamp workout

Participation

order to

participate

the offseason
shall as

program and minicamps
standard
to this

Club

The NFL
which
shall

and the

NFLPA
shall

agree

upon
pendix
as

such

Participation

Agreement

be incorporated Agreement

an

Ap
serve
all

Agreement workout

For such

players this Participation required by Section
to

also

the offseason

addendum
shall

of this Article

copy of copy

Participation

Agreements

be

submitted

the

NFL

which

shall

provide

to

the

NFLPA

135

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 27 of 74

ARTICLE 22 MINICAMPS
Section
tory

Number
for

Each

League Year each
players
If

Club may hold
hires

maximum of one manda
after

minicamp

veteran
that

Club one

new head coach
voluntary
shall

the end of the
for

prior regular players

season

Club may hold
for

additional players

minicamp
as

veteran nine of
for

Any mandatory minicamp
official
is

veteran

count

one of the
Section

weeks of the Clubs
this

offseason
limitation

workout

Agreement
players

There
during

no

program under Article on the number of minicamps of the Clubs Rookie

21

2a

Club may hold

Rookie

the

seven

weeks

Football

Development

Program
Section
exceed
three

Mandatory
days
in

Veteran
plus

Minicamp
one day
for

No

mandatory

veteran

minicamp
niinicamp taking

may
must on

length the

physical examinations

The

be conducted

during

week Monday
or workouts

through
that

Friday
practices

with

physicals

place

Monday
day

but

no

practice

on

day

on Tuesday
during

through

Thurs
three or

and

day

off on Friday

The minicamp must be conducted
offseason

week

week
rules

four of Phase Three of the Clubs
set forth in Article

workout

program
shall

The Phase Three
apply
to
all

21

Section

2biii
shall

of this Agreement
at

minidays

camp
on the

activities

Two-a-day

practices

be permitted
to

two of the three
rules per

practice

of the Clubs one mandatory minicamp subject
field for total

the

following

players

may be may
activities

of no more
for

than

three and one-half hours

day ii

players

participate

in

one

practice

no more than two and one-half hours
practice

of on-field

under Phase Three rules
of the players
daily

iii the second one-half

may
field

only be for the remaining
activities

portion
to

three and

hour on

and

shall

be

limited

walk through
taping players

instruction

only

iv

no organized
local for for

team

activities after

including

treatment
local

and and
only

may
shall to

begin be

prior to
at in

700 a.m

time lunch

or end

830 p.m
each

time

given

least

one hour
activities

and dinner

players

may

be asked
taping
shall

participate

Club

maximum

of ten hours

per day

including

and treatment
begin
as

but

excluding

meal time The on
begin
to

field

time limits

described

above

soon

as

position

coaches

coach

players

on the

field

Section

Voluntary Veteran
prior to

Minicamp Any
College

voluntary but

minicamp
than of

for

veteran three

players

must be conducted Clubs Phase
offseason

the

Draft
after at

no earher one week
to

week
the

of the of the

workout
that

program
the Clubs

and

least

two

weeks
event

One
elects

activities to

may
to

hold

pursuant

Article

21

In the
to

NFL
its

move

the College
for

Draft

date that during the

would require the Club week
that
is

schedule
three

voluntary

minicamp
offseason

veteran

players

earller shall

than

week
to

of the Clubs
in

workout

program
for

NFLPA
players

and

NFL

agree
to

change
rules set

such rule Voluntary above

minicamps

veteran

shall

be subject

the

forth in Section

Section

Expenses Any
veteran player

who

attends

minicamp

will

receive plus
all

meal allowances
travel

in accordance

with Article

XXXIX

Section

of this Agreement

expenses

136

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 28 of 74

to

and from

the

camp

plus

per them
In addition

payments

at

the

rate

provided housing
at

in

Article

23
for

Section
players

of this Agreement

the Club will provide

minicamps

coming

from out-of-town
If

first-year player any

as defmed

as

in

Article

23

Section receive
for

signed each day

Player
that

Contract

with

Club
the

for

the prior

League Year he
but

shall

he attends

minicamp

following

compensation
specified for

no other compensation

the prorated
forth in

portion

of the weekly per them Section

the current League Year as set
specified iii
all

Article

XXXVII
set

ii

the

meal allowance and

for travel

the

current
to

League

Year as

forth in Article
plus

XXXIX Section
players

expenses

and from the camp

housing

for

coming
as

from out-of-town

Any rookie
Contact
for his

player
in

defmed
other

person
shall the

who
not

has

never
to

signed

Player

with

an

NFL

Club
any

prior League

Year
than

be

entitled

compensation

participation

in

minicamp

reimbursements

or payments

per

mitted under the

Clubs Rookie

Orientation

Program

Section
rushing

Contact

There

will

be no contact

work

e.g live
at

blocking

tackling

pass

bump

and-run

or use of pads

helmets permitted

niinicamps

Section

Injuries
as
if

Any

player injured

in

Clubs
preseason

minicamp
training

shall

be protected

in

the

same

manner

injured during

the Clubs

camp
Each Club

Section

Rookie Rookie on or about

Football
football

Development
development
this

Programs
for

and Minicamps
period of seven

may
can

hold

program

weeks com
activities

mencing

May 16 During
with

period no mandatory or voluntary
of the Clubs

be held on weekends which
at the

the exception

one post-Draft on
either in

Rookie

Mini

camp
weekend

Clubs

election

may

be

conducted

the

first

or second
for

following

the College per day

Draft

Players

may

only participate

Club

activities

maximum

of ten hours

Section
maintain

Films
copy

Clubs

shall films

film until

all

on

field

activities after

from any

minicamp and
regular

shall

of such such

thirty

days

the start of the

season
to

The
the

NFLPA NFL at
violation

may view
the
start this

films

after signing

confidentiality

agreement
filing

satisfactory

of each

League

Year

only upon

the

of

complaint

alleging

of

Article

Section
shall

Enforcement

Any
in

alleged

violation

of Sections
shall

or
to the

of

this

Article

be governed
as set

by the same
forth

procedures

and

be

subject
that

same fmes

and fme
set

procedures
forth in

Article

21
shall

Section not apply

except
to

the

Other

Penalties

Article

21

Section

8d

ii

any

violation

of this Article

Section
Article

10 22

Participation

Agreement
apply

The
to

requirements

of

Article in

22

Section

or

Section

as applicable

players

participating

Clubs minicamp

137

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 29 of 74

ARTICLE

23

PRESEASON TRAINING CAMPS
Section any player Definition For purposes of
this

Article
in

first-year player year of Credited

is

defmed

as

who

has

not

completed one season

which

Service defined

under
as

the Bert Bell/Pete player

Rozelle

Plan has been earned and seasons
in

veteran

player

is

any has

who

has

completed one or more

which

year of Credited

Service

been earned

under such

Plans
All will receive

Section
season

Room
training
first

and Board

players

room and board

during

the

pre
their resi

camp
city

and housing

between
those

training players

Clubs dence

regular

season

game

for

camp and the Tuesday prior to who have not as yet established

in

the

Team

Section payments

First-year

Player with
first

Per
the

Diem
day season 12

first

year

player will Training

receive

per diem
one
the
rates for

commencing
to

first

of Preseason

Camp

and ending

week

prior

the Clubs

regular

game 2017

at

the following

weekly

respective

League
16

Years $850 2011 League

League

Years
18

$925

201314
Years

League

Years

$1000

2015

Years

$1075

League

$1150

201920

League Years

Section

Veteran
with
first

Per
first

Diem
day season

veteran

player

will

receive

per
rates

diem
for

payments
prior

commencing
to

the

of Preseason

Training the

Camp

and ending

one week

the

Clubs

regular

game

at

following

weekly

the respective

League

Years $1600 League

201112

League Years

$1700

201314
Years

League Years

$1800 League

201516
Years
Section
will .5

Years

$1900

201718

League

$2000

201920

Reporting
to

No

veteran

player other
official

than

quarterbacks
training

and injured players
earlier

be required
including

report to day
for

Clubs

preseason

camp

than

fifteen

days

one

physical
to his

examinations

meetings

classroom

instruction or July the

running and conditioning whichever
Hall
is

prior

Clubs

first

scheduled
to

preseason
participating

game
in

15

later

The

July 15

date shall not

apply

Clubs

Canton
Hall of

of Fame

Game
date

or any

American Bowl game scheduled
of this Section
all

around the Canton
shall

Fame Game
player

For purposes
participates the in

an

injured player

not

include Veteran

who

fully

Phase

Three

activities

and the Mandatory

Minicamp
tion

during

clubs

offseason

workout

program during

the League Year in ques

Section

Conduct The

of Practices
first

day

of

Clubs

preseason

training

camp
shall

shall

be limited
shall

to

physical examinations permitted pads
shall

meetings
running

and classroom

instruction

no on

field activities

be

other

than

and conditioning
the

No

contact days of

be permitted
Training following

and no

be worn during
two-a day

second
shall

and

third

Preseason
to

Camp

Thereafter

practices

be permitted

subject

the

rules

138

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 30 of 74

players

may be on
in

the

field

for

total

of no more
practice

than

four hours

per day
shall

ii

players

may
than

participate

no more

than

one padded

per day
at

which

be

no longer
after

three hours

of on field activities

iii there

must be

least

three hour break
for

the practice the remaining

and

iv

the second practice
on-field

on the same and
shall

day may only be
limited to

maximum

of

available

time

be

only pace

walk-through
the

in The
to

struction

i.e no helmets
limit

full-speed practices

pre-snap
shall

and walking
as

after

snap

three-hour

on padded
field

begin

soon

as

position

coaches

begin

coach

players

on the
as

The

definition

of

padded
season

practice

under

this Article

shall

be the same

the definition

used

for regular

practices

in Article practice

24

Section
practice

1c
is

of this Agreement cancelled other
tice

In the event
sixty minutes

that

Club begins

padded
to

but

such

withm

of

its

commencement due
such
practice

inclement not

weather
as

or for any prac

reason

beyond

the

Clubs

control

shall

count

padded

under

this Article

or Article

24
the foregoing or anything pertaining
shall
it

Notwithstanding
violation

in

Article

24

it

shall

not

be

of any

provision

of this Agreement

to

the

prohibition

or limitation
if

on wearing
quarterbacks pads during
is

of helmets kickers
practice

or shoulder

pads

nor

constitute

padded
helmets

practice and/or

punters and/or
at

long-snappers the
to

only wear ii player
as

shoulder of

the

option

of

player

who

because

head
at

injury
all

directed by the Club or
@ii

physician

wear
the

helmet

precautionary player

measure

practices

the

quarterback helmet such

and/or

defensive

who

receives the

signals

from the coaching
in

staff via are

communication communication

wear helmets

during

team petiod

which helmets

used

for

Section preseason

Number
fifth

of Preseason

Games
the

The NFL

shall

hold

no more
except

than
that

four
there

games per Club per year during
preseason

term of this Agreement

may be

game
Bowl

for

the two scheduled

Clubs

competing

in

the annual

Hall of date

Fame

Game
Section

or any Ametican

game
will in

around the Hall of Fame

Game
for

Expenses
expenses

Clubs

reimburse

all

players

under contract

reasonable the players
for

traveling

incurred submission

reaching

Preseason

Training

Camp

from by

residences

upon

of vouchers
are

There by

will

be no deductions
will

the

Clubs

these payments
trips to their

Players

who

released

Club

be reimbursed

for

their

return

residences

upon submission

of vouchers

Section
the

Definition

of

Preseason

Training
shall

Camp
to

For purposes
the

of this Article period

term Preseason
beginning

Training

Camp
for

be deemed
through

include the
last

entire

from

the

of training

camp

any

player

weekend

of preseason

games played by

clubs during

the league year in question

Section

10 Films
maintain

Clubs

shall

film

all

on-field until

activities thirty

from preseason
after

training

camp
regular
satis

and

shall

season The
factory alleging to

NFLPA

copy may view such
at

of

such

films films

days

the

start

of the

after signing

confidentiality

agreement
of

the

NFL

the start of each

League Year only upon

the

filing

complaint

violation

of this Article

139

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 31 of 74

Section

11 Enforcement

Any
by the same
forth in Article Section

alleged

violation shall

of Sections
to

or

of this Article fmes

shall

be governed
as set

procedures and

be subject
that

the same

and

fine set

procedures

21
shall

Section not apply event

except
to

the

Other

Penalties

forth in Article

21

8dii

any

violation

of this Article
player
files

In the
alleging

the

NFLPA

or any

complaint of this Article hours
film

with

the

NFL
to

Clubs

violation

of Subsection

6u
with

and/or

6iii

pertaining
filing

padded

practices

or

walk-throughs
shall

within

forty-eight

of the

of
that

the
is

complaint the
the subject

NFLPA

be provided

copy of

all

of any

practice

of the complaint ii within

seventy-two President
violation will

hours the Executive League
Subsection

Director

of the

NFLPA
signees

and the
shall

NFL

Executive
to to

Vice
if

Labor
of such

Counsel or
has

their

de
if

attempt unable
will

determine agree the

occurred
to

iii

the parties Arbitrator or
if

are

matter

be immediately hours
has

referred

the

Impartial agree next

who

render

decision

within
that

twenty-four
violation practice

iv

if

the

parties

the

Impartial Arbitrator determines preseason or regular season

occurred

the

Clubs

scheduled

padded

shall

be cancelled

whether or not

the Coniniissioner

imposes

fme under Subsection

11a

of this Article

140

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 32 of 74

ARTICLE

24

REGULAR SEASON AND POSTSEASON
Section Practice

PRACTICES

Rules
the regular eleven

During
to total

season

padded

practices

for

all

players

shall

be

limited the

of fourteen

of which

must be held during
the

the

first

eleven
six

weeks of

regular regular

season season

and three of which must be held during

remaining

weeks of the
shall

The Club may choose
to

the days each

of the

week

on which such

practices

be held Subject
the

the foregoing

rules of

Club may hold two padded season
provided
that

practices

during
falls

same
the

week
first

during

one week

the

regular

such

week

within

eleven weeks of the regular Clubs
participating in

season

the postseason

may
with

hold

one padded
following

practice the

per

week
last

on

day

of the

Clubs

choosing

commencing

the week

Clubs

regular season

game
Article are

defmed
addition
in Article

as to

For purposes of this in which practice players
any other equipment

and

Article

23

padded
to

practice

shall

be
in

required to the Club

wear helmets
subject

and shoulder

pads
set

required by

the exceptions

forth

23

Section

6b
days

On
above
per day
on-field

when
for

padded
all

practices shall

are

permitted
to

under

Subsection of three
that

Team

activity

players

be

limited

maximum
provided
for

hours
players

including
in

first period

i.e

stretching

ind

calisthenics coaches

may
ceed

participate thirty

on

field

activities

with

their

position

period

not

to

cx

niinutes

prior

to

the three

hour maximum
duration

on-field

period and ii any walk
this

through

of reasonable
to

and customary

\valk-through
three

be no helmets on
field shall

and walking
period begin
shall as

of for purposes that is conducted pace count
as against that

Subsection
to

such
the

prior

or after

hour maximum

not

limit begin

The
to

three hour
players

time limit described

above
to

soon

position

coaches

coach

on the

field

subject

provisos

ii

in this

Subsection

Section term

Bye Weeks

During
players

any
will

regular

season

bye

\veek

period

occurring

during days

the

of this Agreement four day period

be given
Saturday

minimum
and
bye

of four consecutive
is

off

Such
to

must inchide

Sunday unless the Club

scheduled

play

game on
to

the Thursday
to

following
the

the

week

in

which

case

players

may

be an

requited

report

the Club
shall

on

Sunday

preceding through

the Thursday Saturday

game

In such

event

the four-day
to

period

be Wednesday
or rehabilitation

Any

injured player four day

may

be required
provided

undergo medical
such treatment
is

treatment

during

such

period
staff

that

deemed

reasonably

the Clubs medical necessary by

Section
the

Enforcement
procedures
Article

Any
shall

violation

of Section
to the

of this Article
fines

shall

be governed
as

by
set

same
in

and

be

subject
that

same

and fme procedures
set forth

forth

21
shall

Section not apply

except
to

the

Other
of
this

Penalties

in Article

21

Section

8dii

any

violation

Article

Section

Films
films

Clubs
until

shall thirty

film

all

regular

and postseason

practices

shall

maintain

copy

of such

days

after

the end of their season

The NFLPA

may

view

141

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 33 of 74

such of

films

after

signing

confidentiality

agreement
filing

satisfactory

to

the

NFL

at

the of

start this

each

League

Year

only

upon

the

of

complaint

alleging

violation

Article

142

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 34 of 74

ARTICLE

25

SQUAD
Section
shall

SIZE

Active

List Beginning from
forty-five

with

the

2011
to

regular

season
players

the Active per

List

limit limit

be increased
not

players for

per club

forty-six

Club

This

may
that

be reduced
Clubs

by the Clubs

the duration
forty

of this Agreement

provided
List

however
during
the

individual

may

carry

less

than

six players

on

their

Active

regular

season

but no less than

forty-three

players

143

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 35 of 74

ARTICLE

26

SALARIES
Section

Minimum

Salaries
in

Beginning

the
List

2011
at

League Year the Paragraph
any time during the
regular

Salary

of any

player
less

on
than

Clubs

Active/Inactive

season

will

be not

the following

CS

2011 $375 $450 $525 $600

2012 $390
$465

2013 $405 $480 $555 $630 $715 $840 $940

2014 $420 $495 $570 $645 $730 $855 $955

2015 $435 $510 $585 $660 $745 $870 $970

2016 $450 $525 $600 $675 $760 $885 $985

2017 $465 $540
$615

2018 $480 $555 $630 $705 $790
$915

2019 $495 $570 $645 $720 $805 $930 $1030

2020 $510 $585 $660 $735 $820 $945 $1045

$540 $615 $700
$825 $925
in

$690
$775

46 10
all

$685 $810 $910 amounts

$900 $1000

$1015

thousands

of dollars

CS

Credited

Seasons

Beginning not

in

the

2011
List

League

Year
Practice

the

Minimum
shall

Salary

of any follows

player

on

Clubs Active/Inactive

excluding

Squad
2017 $348 $363 $378 $418 $443 $468 $493

be

as

CS

2011

2012
$273

2013 $288 $303 $318 $358 $383 $408 $433

2014 $303 $318 $333 $373 $398 $423 $448

2015 $318 $333 $348 $388 $413 $438 $463

2016 $333 $348 $363 $403 $428 $453 $478

2018
$363

2019 $378 $393 $408 $448 $473 $498 $523

2020 $393 $408 $423 $463 $488 $513 $538

$258 $273 $288 $328

$288
$303 $343

$378
$393

$433 $458 $483 $508

46 79 10
all

$353 $378 $403 amounts
in

$368
$393

$418

thousands

of dollars

CS

Credited

Seasons

Section
Article

Credited Season only
player shall

For purposes

of

calculating for

Credited season

Seasons during

under

this

earn one Credited

Season
for

each

which he was
regular season

on

or should but
this List

have

been

on

full

pay
the

status

total

of three or
shall

more

games
which

which

irrespective

of the

players

pay

status

not

include List

games

for

player was
as result

on
of

Exempt

Commissioner
injury
iii

Permission
Practice

ii the Reserve

PUP

non-football

Clubs

or Developmental

Squad
Section
porting
as

or

iv

Clubs Injured Reserve

List

Other

Compensation
Salary

player will be entitled incentives

to

receive

signing or

re

bonus

additional

payments
his

bonuses and such
of the

other provisions

may be

negotiated
his

between
agent
in

Club with
with

the assistance the terms

Management Council

and the player or

accordance

of his Player Contract The Club

144

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 36 of 74

and the player or provided on however

his

agent

will

negotiate
will for

in

good

faith to

over

such

other the

compensation

that

Club
basis Article

not

be required

deal with

player or his agent
in
this

collective will

or tandem affected

two or more

players

on

that

Club Nothing

Section

be

by

III Section

Section Council

Arbitration The question
the player or
his

of

whether
in

or

not

the

Club

the

Management
such other
If

agent

has of

engaged

good

faith

negotiations

over

compensation

may be
and

the subject
that

proceeding party did not

before engage

the Impartial Arbitrator
in

the he

Impartial Arbitrator

fmds

any

good

faith

negotiations

may

enter

cease
to

desist to

order provided
or require

however
the

that

the arbitrator concession

may

not

com
in

pel any

party

agree

anything

making

of

by any party

negotiations

Section each player

Payment
will

Unless
at the

agreed
rate the

upon
of 1000

otherwise of
his

between
salary in

the

Club and the player
or bi-weekly
first

be paid
the

equal weekly with the

installments season

over

course
in

of

regular

season

commencing

regular

game

Nothing

this Article

invalidates

or otherwise

affects

any have

deferred

com

pensation
into

arrangement

or

any

other

method

of payment

which

may

been entered

between

Chib and

player or which after
the

the execution

of this Agreement

may

be

negotiated

between

Club and

player or his agent

Section

Deferred

Paragraph
players
Salary

Player

Contract

may

provide
total

for

deferral
first

of no million of $2

more

than

50%

of the
for

up

to

and including

of the

52

and may provide
million

deferral

of no more

than

75%

of the players Salary

in

excess

Section
tracts

Copies of Contracts by Rookie and
to
all

It

is

agreed

and understood that
after

copies of

of

all

con
this

signed

Veteran the

players

the

date

execution
receipt

of by

Agreement

will

be provided

NFLPA

withm
in

two

da

of their
will

the to

Management Council and
all

information

such

contracts regarding

be made

available

Clubs

by

the

Management
within
to

Council Any dispute The
of

compliance

of

above

shall tor

be resolved
shall

by the Impartial Arbitrator
ten

determination
the

of the Impartial Arbitra

be

made
relating

10

days

application date

and

shall

consider

all

information

such

dispute

submitted
are

by such

The

determination
for

of the or insist

Impartial Arbitrator shall be fmal and Clubs ing upon any
confidentiality clauses in

prohibited

from negotiating

Player

Contracts

Section

Split

Contracts

After

the point signed

in his

the

regular

season

at

which
he

player with Restricted balance of

four or more Free
that

Accrued

Seasons

who

Player

Contract

when
he

was
the

Agent has been placed
regular

on the Active
Active
List

List salary
calls

of his
if

Club

must

for

season

be paid
his

his

he

is

thereafter salary

placed on the
if

Inactive

List

\vhether

or not

Player

Contract

for

lower

he

is

placed

on

the

Inactive List

145

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 37 of 74

Section
that

Funding
prescribed

of Deferred date certain using the

and Guaranteed
each

Contracts
into

The

NFL

may

require the

by

Club must deposit Rate
with
less

segregated

account

present anteed

value

calculated

Discount
that

$2000000
to

of deferred funding

and guar
of
that

compensation
involving guaranteed

owed

by

Club

respect

Club

Player with
future

Contracts respect
services to to

deferred

or guaranteed the amount funding the

compensation of unpaid
shall

provided

however
for

contracts
in

compensation
not exceed

past or

be included
the
total

the

calculation

seventy-five value

75%
of any
in his

percent future

of years

amount
to

of

contract

compensation
to

The

present

salary

payable

player pursuant not

an

injury

guarantee

provision
this to

NFL
after

Player the

Contracts
has

shall

be considered
that

owed by
injury

Club under
qualifies

Section receive

until

Club

acknowledged

the

players

him

the

future payments

146

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 38 of 74

ARTICLE 27 MINIMUM SALARY BENEFIT
Section be defmed Qualifying Players
as

For purposes

of this Article

Qualifying Player whose
contract has

shall

player with

four or more Qualifying

Credited Contract

Seasons

expired

or been terminated

who

signs

Section

Qualifying Contracts For purposes
of this section Qualifying
affect

Qualifying Contract
that in

shall single

be defined

as

Player

Contract

signed by

Player

covers any
in

only

League Year

and ii contains
cable

no terms
Paragraph

that

compensation up
to

minimum

Salary
roster

$50000

the appli way Additional Compensation or any
Salary

other than

e.g

signing bonus or

allocation

bonus

reporting
Salary

bonus
and/or

incentive advance

likely

to

be earned

not
for

and/or
player with
in

guarantee

for

of up to the

Minimum

Salary

two Credited

Seasons
contracts
that

Qualifying
if

Contract

may

not

be extended or renegotiated be Qualifying
Qualifying Contracts Contract

any
for

manner
example

Split

they otherwise an option

qualify year
is

may
not

Thus

contract

includes

The maximum amount
increased
to

of Additional

Compensation
to

in the

above

shall

be

$65000

for for

the

201214

League Years

$80000

for

201517

League

Years and $90000

the

201820
prior

League Years
contract earn

If the fying

players does

was terminated
than

he

is

eligible to

sign

Quali

Contract

if

he
the that

not

mote

maximum

amount

of

Additional guaranteed

Compensation
Salary

less

amount

of

any

Additional
the

Compensation
years

and/or

earned

during

League Year under

terminated

of his prior earned
for for

contracts
that that

but

his

combined

compensation from the terminated
Contract cannot exceed

contracts

League League

Year and the Qualifying

the applicable

minimum

Year plus the maximum amount

of Additional

Compensation

Section

Additional Compensation
Per-day offseason

Rules
payments
Section
shall

workout under by

not
if

be considered
such

in

deter

mining additional
exceed the

compensation
level

above

payments

do not

minimum
If

prescribed the level

Article

21
provides of those
for

however

Play er

Contract the
total

offseason
shall

workout

pay
in

ments above
determining

the

ntimum
the Player

then

payments

be included

Additional
If

Compensation
Contract provides such
for

offseason
shall

workout
count
as

bonus

payments

on

basis

other than but the
will

per day
affect

payment

amounts

Additional

Com
that

pensation not exceed

not

the treatment level

of any

offseason

workout

payments

do

minimum
with

prescribed Player

For example without
that

limitation

on any bonus

other

example
to

player

2011

Contract
in

provides

for

$10000

payable

the

player for

offseason

workouts

addition to

the per day

minimum

of $145 for

total

of

$1450

and no other Additional

Compensation

has Additional

Compensation of

$10000

147

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 39 of 74

If

player receives
specified

from on

single

Club under
that

series

of contracts than the paid

offsea

son workout
level

payments by
count
If

per-day
all

basis

average

more

minimum
on
per-

prescribed
basis shall

Article as

21

then

of the offseason

workout

payments

day

Additional
is

Compensation
to sign
full

player Section Player

eligible

Qualifying of
in

Contract

with

New
payable
as that

Club
to

in

accordance

with

below
Contract
shall

the
that

amount

any

signing bonus

the

player under any

was executed
against

the same

League Year

the

pro
be

posed
earned

Qualifying

Contract
player in

count

the Additional Section

Compensation

can

by such

accordance other than

with the

above
Contract

No
shall

other count

signing
as

bonus

amounts

from contracts
for If

Qualifying

Additional

Compensation

such

player
is

player Section

eligible to

sign

Qualifying

Contract
in

with

his

Old Club from

in

accordance contract
sation

with other

10

below

the

circumstances

which

signing bonus

than be

the Qualifying earned

Contract
player in

may

count

against

the Additional Section
are

Compen
shall

that

can

by the

accordance the

with

above
not

be by

determined
Subsection

exclusively

under Section

10

below

terms

of which

affected

3e

above

Section

Payments
salary

Players
rata

with

Qualifying the

Contracts

shall

be paid

the

specified

minimum

on

pro

basis

over

number

of weeks of the regular season

Section

Reduced
the
Salary for

Salary

Cap Count
count
for

Notwithstanding Qualifying Credited
either for

any

other

provision

of this
as

Agreement minimum salary
tracts
the

Cap

Contract

shall
split

be the

same

the

player with

two

Seasons
the

For

Qualifying
the

Con
if

Salary

Cap
the

count
full

will

equal

difference with

between
Credited

players

minimum
the player

salary
is

and

minimum

salary

players

two

Seasons
split

on an Active/Inactive and the
split

List or the difference
for players

between

the players Seasons

min

imum
is

salary

minimum
List

with

two Credited

if the player

not

on an Active/Inactive

Section Cap
years

Minimum
for service in shall

Salary

Benefit

Calculation
stated

The

difference
for

between

the

Salary

count of

Qualifying be

Contract
as

and the
Player

minimum

the Qualifying
Salary

Players

counted

Benefit

the
only

Minimum
five

Benefit
Seasons
against

For
shall his

example
receive

the

2012 League Year
Salary

Qualifying

Player

with

Credited
shall as

Minimum Team
Salary

of

$700000

however

$540000

count

Clubs

The

difference

of $160000

shall

be counted

Player Benefit

Section and prior
agree
to

Extensions
to

of Qualified

Contracts

After

the Clubs

last

game

of

season

the expiration
for

of the Qualifying

Contract the current Club and Player may
that

one year Qualifying Contract provided above sion comply with Section

extend

the terms

of the exten

Section
Player

Terminated
sign

Qualifying Players
Contract with

If his

contract

is

terminated
as

Qualifying any

may

Qualifying

any

New

Club defmed

Club

that

148

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 40 of 74

did not
lar

hold or

contractual
last

rights

to

the players services

on the fmal day

of the prior

regu

season

postseason

game
to

Section
Contract
that

Players with

Moving

New

Club

In the event be traded

that

player signs
to

Qualifying

New

Club
10

the player cannot

back
the

the

Old

Club

during the
re

League

Year unless the players prior contracts
of Section

with

Old

Club meets
Qualifying

quirements with

below

In the event Contract
his

that
is

the player signs

Contract the player
shall

New
sign

Club and the Qualifying
Qualifying Contract with

terminated

by the
in

New

Club

may
vent

Old Club
his

Nothing
if

the

foregoing

pre
to

player from signing
the

contract

with

Old Club

the Old Club does

not

seek

have

contract

treated

as

Qualifying

Contract

Section
nated

10

Player

Returning

to

Old Club
with
his

player whose

prior

contract
as

was termi
held or
the

may

sign rights

Qualifying
to

Contract

Old

Clubdefmed

the Club that
regular

contractual
last

the players provided the

services that

on the fmal day

of the prior
after

season
in

postseason year

game
that

the Old year
to

Club did not on or
in

January

calendar

preceded extend

calendar

which

his

contract

was terminated compensation or
for to

renegotiate convert

and/or

his prior

contract
to

increase or guarantee allocation

non

guaranteed

compensation Compensation
received
for

signing bonus
in

more

than

the for to

maximum
which
the

Additional
player

amount
receive

any

League

Year of
or
sign Salary

the

contract player any

has

or

will

compensation
applicable

the
in

new

multi year

contract
plus

more

than

the

Minimum

League

Year of the contract
tion

additional

Salary

above

the

maximum

Additional

Compensa
or will

amount

in

any

League Year of the contract and further provided
agreed
to in

for

which the
the

player

has received
acceleration

receive Signing calendar
tion that

compensation Bonus
year
in that

that

sum
on

of or

any
after

from
in

was

contract

executed

January

the

which the contract
received

was terminated

and any
that

other Additional terminated

Compensa
does not

the player has

or will receive

from

contract

exceed
ly

the

maximum
clause

Additional

Compensation amount
acceleration

For purposes bonus
\vlll

of the immediate be counted
in

preceding

only

any

of signing

the

League
nated

Year of the contracts
or after June
after

termination

regardless

of whether
for
last

the contract

was

termi

before

and signing bonus
in

proration next
to

the fmal Leagne
will

Year of be consid

contract ered
to

terminated

June

the contracts
if

League Year
player

be accelerated
for his

For example
Paragraph

on January
Salary in

2012
years

signs

contract

the

minimum
is

both

and
is

$100000
not

two year signing ho
sign

nus and

contract

terminated with
his

on June

2012

the the

player

eligible to

2012 Qualifying 2012 prorated
his

Contract

Old Club because

sum

of the

acceleration to in

of the year of
that

portion

of the

signing bonus

$50000
portion

that

was agreed

the

contract

termination

and the 2012 prorated
resulted in additional

of signing bonus of more

from
than
the

ter

minated contract
in

550000
if

compensation

565000
is

2012 However
on June
if

the contract

was signed
player
is

on December
sign

2011 and
Qualifying

contract with

terminated

2012

the

eligible to

Contract

his

Old Club

that

contract

includes

no other Additional

Compensation

149

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 41 of 74

Section

11 Players

with Expired
Qualifying

Contract
with

Upon

the

expiration

of

Player

Contract

the player

may

sign

Contract

any Club

Section
player
shall

12 Guarantees
continue
to to

If

Qualifying the the the

Contract

with

guarantees

is

terminated

the

shall

receive
against

guaranteed

portion

of the but

contract benefit

and

that

money
of the

continue

count

Teams
subsidy

Salary
shall

Cap
cease

the

portion

players

compensation
Qualifying
after

including

For example
Paragraph

if

player with
is

$825000 minated

Contract which includes week
of the regular

$425000 he

guarantee

ter

the eighth
If

season

receives

$425000

of the $825000 covering
salary

Minimum
the same

Salary

the
at

player signs

multiple

guaranteed Salary

Qualifying
the

Contracts guaranteed

League Year
all

the applicable Qualifying

Minimum
is

maximum

he can

earn under

such

Contracts

$425000
Termination Pay
charged twice

Section

13 Termination
is full

Pay

If

Qualifying
files

Player

is

eligible

for

when

he

released benefit

and subsequently

claim he
not

shall the

receive

the

amount

plus the

amount The

player does

receive

benefit amount

Section
four or

14

No
the

Benefit

for

Non-Qualifying

Contracts
applicable

Contracts

for for

players that

with

more

Credited

Seasons

who
of

sign

at

the

minimum

year plus signing

more

than

maximum

amount

Additional
for

Compensation
the benefit
in

e.g
not

prorated

bonus etc or who otherwise do not qualify The Salary Cap count for such contracts tracts
Cap
such rules

are

Qualifying
existing

Con
Salary for

will

be

accordance reduced

with
Salary

There

will

be

no Minimum

Salary

Benefit

or

Cap count

contracts

150

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 42 of 74

ARTICLE

28

PERFORMANCE-BASED POOL
Section Creation
create

Of Fund
known

In
as

each the
in

League

Year

after

the

2011
that

League Year
will

the

NFL

shall

fund

Performance Based Pool
the same

be

deducted Benefit

from the

calculation

of the Salary

Cap

manner

as

any

other Player

Section
per

Amount
each

of

Fund

For the 2012 League Year the fund
after

shall

be

$3.46

million

Club For

League Year
in

the 2012 with

the percentage agreed reduce

change parties

Projected

AR

League Year the fund will be adjusted by maximum change of 5% unless otherwise
the

by

the

provided

however

that

NFLPA

has

the

unilateral

right

to

or freeze

the amount

of the Performance Based Pool

Section
to players

Mandatory
of the entire

Distribution

Each Year There

shall

be mandatory

distribution

fund each

League Year

Section

Qualifying Players
for

player shall
if

be

eligible for at

for

participation

in in

the

Per

formance Based Pool
season

League Year
receive

he

plays

least
if

one down
qualifies

any

regular

game
in

player
single

may

multiple

distributions

he

for

more

than

one Club

League Year

Section

Methodology
Each
players

Playtime Percentage
or defense
total as

shall

be

calculated

by
teams

adding

the di

players viding
special

total that

plays

on offense

appropriate

plus special or defense
as

and ii

number

by the teams

plays

on offense

appropriate

plus

teams Each
players

PBP
Salary

Compensation
prorated

shall

be

calculated for

by adding

his

full

regular season

Paragraph

signing bonus
to

the

current League

Year

plus any signing bonus been released during Club without compensation
having
for the

acceleration

without regard

the June

rule due to his having
is

the applicable League Year missed

unless the player

re-signed by his old

week

of the

regular subject

season
to

earned

incentives provisions

and other

current League
players

Year

the following the

For
the
full

all

other than
Salary

those
shall

who

receive

Minimum

Salary

Benefit

regular season

Paragraph

be used and
later

ii

For

players

who were

released

resigned

by the same Club during
contract
Salary shall

the regular season
for

the Paragraph with

Salary

from

the

players

initial

be
the

used

the period subsequent

ending

the play ers release

and the Paragraph from
release

from
the

play
of

ers

contract contract

shall

be used

for

the period

through

tenn

the subsequent iii

For

players

who
for

receive

the

Minimum

Salary

Benefit
rather

the

Paragraph
the stated

Minimum
Paragraph

Salary

amount
shall

player with
to calculate
is

two Credited
the

Seasons

than

Salary
If

be used

players
after for

PBP Compensation
the the

iv
the

Player Contract
to

renegotiated

Monday
current

of the

tenth week
that

of
is

regular season

include

an unearned

incentive

League Year

151

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 43 of 74

treated

as

signing

bonus
and
portion
Salary as as

such

incentive

shall

not

be counted

in

the

calculation

of

the

PBP
the

Compensation
If

of the players Paragraph rather than the
will

Salary

is

treated

as will

signing

bonus
all

full

Paragraph
treated

current years

proration

be counted
except

other

amounts

signing bonus
in

be included

on

prorated

basis

for

unearned

incentives

described

Subsection

iv

above
calculated

Each
Playtime Percentage

players

PBP
shall

Index

shall

be

by dividing

the

players

by

his

PBP

Compensation
receive an the
allocation

Each
dividing
his

player Index

from the
for

fund

determined

by

PBP

by the

sum of

PBP

Indices
total

each

player on the Club

and then ii multiplying For
play runs
is

that

percentage

by the Clubs
is

PBP

allocation percentage
if

PBP

purposes
regardless
if

play

counted towards
nullified

playtime penalty

the
that

to

completion

the play was
false start

by

e.g

play etc

blown

dead by

penalty

due
play

to
is

or encroachment

penalties
field

do not

count
field

in this
is

calculation

defmed

by the personnel
point

on the

fake punt or
is

goal

considered

Special play

Teams play and

conversion

attempt

consid

ered an

offensive/defensive

Section

Corrections
player

1f

after

the

fund has
his

been

distributed

to

players

for

any

given

League Year

demonstrates

that

payment

was miscalculated

and should
to

have which

been greater he shall promptly be paid the additional Performance Based Pay he is entitled and said amount shall be deducted from the Clubs actual PBP
for

allocation

the following

League Year
Benefit

In the Final League

Year

any

such

amount

shall

be taken

from any unused

money

or credited toward future

Performance-Based Pay

152

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 44 of 74

ARTICLE

29

LEGACY FUND
Section Establishment
as

Effective

August

2011

the

NFL
to

shall

establish to

fund
addi

known
tional

the

Legacy
to players

Fund
whose

The purpose
last

of the Legacy Season

fund

shall

be

provide

benefits

Credited

was

prior

1993

Section

Contribution

The

NFL
Fund

and

its

Clubs

shall

make

an

aggregate

contribution

of $620 million to count
as

the Legacy

over

the term of this Agreement

49%

of which shall

Benefit Cost

153

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 45 of 74

ARTICLE

30

WORKERS COMPENSATION
The don
parties shall

continue
this

to

discuss

in

good

faith

appropriate
related

reforms
to

and

revisions

to

the provisions issues

of

Agreement

and the Player

Contract terms

workers

compensa

Absent such

agreement the following

shall

apply

Section

Benefits Club

In any
is

state

where workers from
states

compensation coverage workers

is

not

compul
Club
or

sow
will

or where
either

excluded

compensation coverage
that state

voluntarily

obtain

coverage
benefits to

under the compensation laws of
its

oth
for

erwise
benefits

guarantee

equivalent section

players
will his

In the event
to

that

player qualifies

under

this

such

benefits in

be equivalent Club
is

those benefits

paid under

the compensation law

of the state

which

located

Section venting

Rejection of Coverage Nothing Club
that

in

this

Article

is

to

be interpreted
coverage
to reject

as

pre
the

has

the

legal
its

right

to

do

so
if

from

rejecting elects

under
coverage
to

workers
der the

compensation law of compensation
law of

state

However
it

Club

un
its

its

state Section

must above
any

nevertheless

guarantee any

benefits

Players in the manner

provided
elects in to

in

Moreover
Club
in will

Club may be excluded
to

from those laws
benefits to
its

if it

do so but manner

such

be obligated above

guarantee

Players

the same

provided

Section

Section
legally

Arbitration In any
not
to

state

where

Club

e.g

Miami

Dolphins/Florida
laws of that state

has the

elected

be

covered

by the

workers

compensation

equivalent determined

benefit

will be if under this Article player may be entitied any to which under the grievance procedure of Article 16 or where applicable separate

method

of alternative

dispute

resolution

negotiated

by the

parties

e.g

Miami Dolphins/

Implementations

Agreement Compensation
shall exclusively credits

Section following
to

Workers
provisions

Offset

Provisions and
all

The

parties

agree

that

the

govern any
during or

rights

Clubs

have with respect

workers

compensation

or offsets

the term of this Agreement

Dollar-for-Dollar
claim or receive
cle

Credits
credit

Offsets

No

Club
as

shall

be

entitled for in

to

any

dollar

for-dollar

or offset or other

other than

provided

Arti
to

of this Agreement
against

for

salary benefits

compensation paid or payable
either

player

any

award or settlement of workers
10 of the

compensation benefits
of state

pursu

ant to Paragraph

NFL

Player or

Contract

or any provision All Clubs
are

law
only
to as

ii

Time
or offset

Credits under
in

Offsets
10

instead

entitled

time
set shall in

credit

Paragraph

forth

more
all

specifically

Subsections or granted

AF
as entitled

of the

NFL

Player This
in
is

Contract

or state
credit

law

below

time
number
to

or

offset

cases

be expressed

reduction
that to

the

of weeks the same
in

of

workers players od of weeks
Section
in

compensation award or settlement which
the

attributable

peri
this

player
shall

is

deemed
at

salary

payments

described
state

The

credit

or offset
in

be

the weekly the

rate

specified

under the

workers
regular

compensation

law

question

Because

period

from the beginning

of

the

154

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 46 of 74

season the

to

the end of the

League Year 25 weeks
over or

is

approximately salary the

1.5

times longer agree
the

than
in
is

seventeen the
to for

week

period
credit

which
offset

players as set

receive

parties

that

calculating entitled

CCthe

forth

more

particularly

herein

Club

reduction each

of 1.5 weeks during the
for

of
regular

players season

workers
for

compensation award
player
is

or set or

tlement executes period

week

which

awarded
for

settlement of weeks
is

agreement
his
full

workers

compensation

benefits

and

the

same

paid
the

Paragraph

Salary pursuant reduction
to

In Player ers

case

of salary
shall

payments
to

Paragraph of

or

of the players

NFL work
which
injury

Contract the Club

be

entitled

of 1.5 weeks

compensation award
is

or settlement for each
to

week

during

die regular
his

season

in

the player

physically

unable

perform

his

services that
full

under

contract
to in

due

to

an

he

suffers

while

performing
that

services

during
his

contract
as set

year
forth

maximum
Paragraph

nf

25

weeks
contract graph

provided
for

the player receives
in

salary
if

of his

the

period

question
to

For example
that

player receives

weeks of Para perform
for

Salary

subsequent

an

injury

rendered

him unable
weekly

to

three

games regardiess
the

of \vhether
to

the payments reduction

were

made on
1.5

or bi-weekly

basis

Club

will

be

entitled

of 4.5

weeks of the players workers
if

compensation award
Paragraph
Salary

or settlement
to

As another
an
injury that

example
rendered
the

player receives

17

weeks of
all

subsequent season

him unable

to

perform

16

games of the regular
or bi weekly

regardless of whether
will

payments
of 25

were made on
17 1.5

weekly

basis the Club

be

entitled

to

reduction

weeks of

the players workers In
ble the

compensation award
event
that

or settlement

an

Injury

Grievance
offsets

injury credits

guarantee
is

or other arbitra

claim

where

workers

compensation
is

or
the

at

issue

and within

the

jurisdiction that entitled

of the arbitrator

settled

between
related

player and the

Club

or in die event
shall

Club and player execute
to

an

injury

settiement agreement

the Club

be

reduction each

of 1.5 weeks
that

of
is

players workers

compensation award
to

or settle

ment
Salary

for

week
to

the

player
to

deemed

entitled

receive

his

full

Paragraph
player shall for

pursuant
to

the settlement
in the

maximum
settiement

of 25

weeks

The Club and
the

be

required

specify
is

written
full

agreement
salary

number

of weeks
that

which the
appropriate can

player

receiving

his

Paragraph

under the settlement so

the

number

of weeks of the players workers
if

compensation award
settle

or settlement or injury reduction

be reduced For example
claim for 1.5 In
specified

player and of

Club
the

an

Injury Grievance

guarantee of 4.5

petiod

weeks

Club

will

be

entitled

to

weeks of the players workers
the event
that

compensation award or settlement
awards claim Paragraph
Salary in

an

Arbitrator
arbitrable

an

Injury

Grievance
offsets

injury credits

guarantee
is

or

other

where
of the

workers
arbitrator

compensation
for the

or of

at

issue

and within
player has

the

jurisdiction

same

period
benefits

weeks

for

which workers
of the

already

been awarded

workers
shall

compensation be
entitled to

or received of
1.5

compensation settlement
players
entitled
if

die Club

reduction each the

weeks
is

workers
to receive

compensation
his
full

award

or

settlement for pursuant
to

week

the player

deemed

Paragraph player

Salary

Arbitrators
Salary

award
pursuant

For example
to

an

Arbitrator awards

weeks of Para
already

graph

an

Injury

Grievance or

award
received

and the player has workers

been
settle-

awarded

workers

compensation

benefits

compensation

155

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 47 of 74

ment
4.5

for

that

same

period the Arbitrator

shall

reduce

the

award by an amount

equal to

1.5

weeks of workers
Clubs
are

compensation benefits
to

not

entitled

any

credit to

or offset

under

this Article after

against

any

workers Year
for

compensation

benefits
is

attributable to

the period

of time

the last League
if

which the player
entitlement
to

entitled

receive
is

salary

payments
until

from the Club even
after the

the
in for

players question

such

payments
of the

not

determined

League Year
as basis

No

payment

of any

following

may be
under

used
this

by

Club

claiming any workers signing option
roster

compensation

credit

or offset

Article

bonus bonus

bonus bonus
earned ptior to the date of injury unless for any pay Club would otherwise be entitled to credit or offset pursuant
salary

incentive

Performance based
period
to this

of time in which Section

the players weekly
benefits the

would be
state

less in

than

the amount

of weekly

work
based
in

ers

compensation

payable under

law

which case the performance
Salary this for

pay could which the Club would be
Deferred
salary attributable to

be added by

Club

to to

the

players

Paragraph

those

weeks

entitled

credit

or offset

under

Section compensation
or has
in this as
if is

compensation
for

except

where

the

deferred

the weeks

which the player has been awarded compensation
credit benefits in as

executed Section the
in

settlement agreement for workers

described

which was

case

the

Club

is

permitted

or

offset

the

same Year

manner
in

salary

not

deferred unable

and instead was paid during
to

the League
his

which

the player was

physically

perform

his

services

under

NFL

Player

Contract

due

to

an

injury

he suffered while

performing

services

during

that

contract

year
than

Severance

pay

or other Paragraph
Salary

Any
the

other

form of compensation

under

NFL

Player

Contract
in this

Nothing
claim or receive

Subsection
for-dollar

shall

limit

or otherwise
offset for

restrict Injury

the

Clubs

ability

to

the dollar

credit

or

an

Protection

benefit

or

Extended

Injury Protection benefit provided Total and Permanent Line Rozelle
credit

for

in Article

of this Agreement
Disability

of Duty

and Degenerative
Retirement

Benefits
related

paid pursuant

to

the Bert Bell/Pete not
subject benefits to

NFL
during
to to

Player
for

Plans and/or

documents

are

any
are

or offset

workers
period

compensation
in

benefits
disability for to

whether or not those

payable

the same
credit

which the

payments are payable Clubs are not entitled any workers compensation benefits payable
any player under the Bert Bell/Pete Rozelle

any any

or offset

under
any

this Article

player against Retirement
disability offsets

payments

made

NFL

Player

Plans and/or

related

documents
shall

provided
affect

however
right

that to

the receipt

of such any

payments

by the player
set

not
in

the

Clubs

claim or receive

or credits

forth else

where

this

Article

iii

Remedies
authotity

1f

despite

the

terms

of

this

Article other

state

court

or

other an

competent outcome
to

nevertheless with

renders

decision

or

determination
shall

with

inconsistent

the terms

of this Section
for

then

the Player

have

right

immediate

payment

from the Club

the

amount

of any

difference

between

such

156

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 48 of 74

outcome

and the outcome by

specified
filing

in

Subsections notice the

iii above
by
certified

Player

may
with

initiate

claim under this Section

written

mail or fax

the
set

Man
forth

agement
the

Council of the

and furnishing
matter

copy

to in

Club involved
the

The The

claim shall

name

and

jurisdiction

which
for

improper award

was

made

the

amount

of payment 45 days

requested of either
is

and the

basis

the calculation

claim must be

initi

ated within adverse appeal

the date of execution later provided
for

of this Agreement
that in

or the date of any the player
files

order whichever of any adverse

however

the event

an run

order the time
is

the player to

notify

the Club will begin

to

from the date the appeal

decided

iv
cost of
sional
is

Time-Offset
benefits

Fund The NFL

shall

estabhsh
related

fund
costs

which

shall

bear the

additional

or associated insurance

and

exclusive

of profes

fees
to

administrative obtain or

overhead

penalties credit

or similar costs or
offset for

incurred

by any

Club

that

unable

dollar-for-dollar

salary benefits or

or other of

com

pensation

paid

payable
as

to direct

player result

against

any

award

settlement

workers

compensation
dent

benefits

of this Section

and/or

NFL

Arbitration prece of any

interpreting the

Paragraph
that

10

of the

NFL
receive

Player

Contract

For the avoidance

doubt
shall

Clubs

were under

eligible to this

reimbursement

under the Prior Agreement
use
their

remain
that

eligible
all

Agreement
including the

The

parties

shall their

best

efforts will

to

ensure

parties

involved

Clubs
as

and
to

insurance

carriers

im

plement

this

Subsection
this

iv

in

such

manner

minimize the

costs

and expenses

associated

with

fund

Disputes payments
cedure
to player

Any

dispute

concerning
Qii
\vill

the

operation

of

Section

and/or

any

under Subsection

be determined

under the grievance

pro

of Article

16

Section

Carve-Out The
faith efforts to

parties

shall

immediately

establish

joint

committee

that

will

make good
native

negotiate

possible California
trial

Workers

compensation

alter

dispute

resolution

program on

basis

i.e carve

out
the

Section
to this

Reservation Agreement
with

of Rights respect
to
all

The

parties

shall

retain

positions

they held

prior

existing

litigation

and

arbitration

involving
state

workers
cases in

compensation
California issues

issues

including
Illinois

without

limitation the

federal

and

court

Titans
choice
this

Bears
affect

and

New

or

of law

and forum

provisions

Mawae Harvey regarding contained in NFL Player Contracts
York
in

offset

and

nothing

in

Article

shall

positions

taken

any

such

pending

litigation

157

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 49 of 74

ARTICLE

31

ADDITIONAL REGULAR SEASON GAMES
The League and/or
above the standard
the Clubs

may

increase

the

number

of regular

season

games per Team
at

of sixteen discretion

16

only with

NFLPA

approval

which may be withheld

NFLPAs

sole

158

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 50 of 74

ARTICLE

32

MUTUAL RESERVATION OF RIGHTS LABOR EXEMPTION
Section

Rights Under
shall

Law
to

Upon

the

expiration

or termination

of this Agreement or the settlement Player course

no party
of any or any

be

deemed

have

waived

by reason of

of this Agreement

action of the or

or the entry into terms of any any of

or effectuation

this

Agreement
practice

or any or

Contract
of dealing
to

them

or by reason
their

of any

between
the issues then

among

of the

Parties

respective

rights

under law with respect
this

of whether

any

provision

or practice the

authorized expiration
available

by

Agreement of

is

or

is

not

violation the

of the

antitrust

laws Upon
to

or termination

this

Agree
viola

ment
tion

Parties after

shall

be

free

make

any

argument
is

that
is

any then

conduct

occurring

the expiration

or termination or
is

of this Agreement
to

or

not

of the antitrust

laws

or

is

not

then entitled

any

labor exemption

159

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 51 of 74

ARTICLE

33

DURATION OF AGREEMENT
Section
July ing Effective 2011 the
until

Date/Expiration
last

Date

This

Agreement

shall for

be

effective

from
relat

25
to

the

day

of the

2020 League Year except
shall

the provisions year

Draft

Article

which

remain

in

effect

for

the

immediately

following

the expiration

or termination

of this

Agreement

Section

Termination
If at

Due To
time the

Collusion
conditions
right to

any

of Article terminate

17
this

Section

16a
To

or execute

are

satisfied

the

termination
thirty

NFLPA shall have the the NFLPA shall serve
the
parties to

Agreement
notice
the

such within

upon

the

NFL

written

of termination

days

after

System Arbitrators
agree
the

decision such

fmding

requisite

conditions
if

be
party

comes fmal The
appeals
peals

however

that

termination
to

shall

be stayed
review

any

such

fmding

Appeals

Panel

and

seek

expedited

from the

Ap

Panel

Any
ment
with respect waiver
this

failure to

of the

NFLPA
Year

to

exercise

its

right

to this

terminate
Article

this

Agree
not

any

League

in

accordance

with
right

shall
if

be
to

deemed
terminate

of or in any
in

way impair or prejudice any
accordance with
this Article

of the respect

NFLPA
to

any

Agreement

with

any

succeeding

League Year

160

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 52 of 74

ARTICLE

34

GOVERNING LAW AND PRINCIPLES
Section mentation

Governing

Law
by

To

the extent

that

federal

law

does

not

govern

the imple

of this Agreement

this

Agreement
applicable

shall to

be construed

and interpreted

under
in

and
State

shall

be governed

the

laws

contracts

made and performed

the

of

New York
Parol any

Section
refer to

Evidence The
with

parties to

shall

not

in

any

proceeding of Articles

or othenvise

use

or

parol evidence
this

regard

the interpretation

619 2628

or 31

34 of

Agreement

Section

Mutual Drafting
construed or construction

This
in in

Agreement
\vith
its

shall

be deemed

to

have

been mutually
to

drafted and shall be

accord such

terms
as

No

Party shall be entitled of any

any

presumption

Partys any

favor

result

Party having

as

sumed

the primary burden of

drafting

part of

this

Agreement

Section

Headings

The

headings

in part

this

Agreement

are

solely in

for

the convenience
this

of

the parties and shall not

be deemed

of or considered

construing

Agreement

Section
benefit agents of

Binding
the
Parties

Effect
hereto

This

Agreement
their

shall

be binding

upon and

shall

inure to

the

and

heirs

executors
into

administrators or with

representatives any corporate

successors

and

assigns

and any

corporation

which

party hereto

may merge

or consolidate

Section
integral part

Appendices
of
this

and Exhibits

All

of the Appendices

and Exhibits hereto
thereto

are

an

Agreement

and of the agreement of the

parties

Section
inchide Saturday any

Time Periods The
non business
days

specification

of any

time period
that
fall

in

this

Agreement
falling

shall

within
1-loliday

such
shall

period except
be

any

deadline

on

Sunday

or Federal

deemed

to

on the following

business

day

Section

Modification
written

This

Agreement

may

not

be changed

altered

or

amended

other than by

agreement signed by authorized

representatives of the

parties

161

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 53 of 74

ARTICLE 35 NOTICES
Any
wise notice
to

be given
herein
as

under the terms be given
in

of this Agreement writing

whose

method and

is

not

other
prepaid

specified

shall

by hand-delivery

first-class

mail addressed

follows

To

the

NFL
Football Council after August

The

National

League

Management

280 Park Avenue

2011 345 Park Avenue
Labor League Counsel

New York New
Attention

York

10017
President

Executive

Vice

To an
At the
listed

NFL

Club
address of such of the

principal

Club

as

then

on the records
office President

NFL

or at that

Clubs

principal

Attention

To

the

NFLPA
Football League Players Association Place

National 63

Gene Upsha\v

1133 20th Street Washington
Attention

NW
20036 Counsel

D.C
General

or

to

such

other

persons

or addresses

as

the

parties

hereto

may

designate

in

writing

162

APPENDIX

EXAMPLES OF CAP PERCENTAGE AVERAGE FRANCHISE AND TRANSITION TENDER CALCULATIONS
hypothetical examples purposes
for illustrative

Set forth

below only

are

Example

Calculation of the
for for the

Non
Exclusive Franchise

Tender
linebacker

2012 League Year

1107
Sum
$43.346 $590.0625

2012
2011

2010
$9.68 $121.6875 $123.0 $116.0 $109.0 $8.304 $8.065 $7.206

2009

2008

2007

Franchise
$10.091 $120.375 $125.0

Tag

N/A

Salary

Cap

tNote

the Franchise
for

Tag
2011 equals the average
five largest Salaries five largest in

of the the average of the

as defmed

Article

10

for

hnebackers

from as defmed
in Article

the

2010 League Year the Franchise

Tag
for

2010 equals

Salaries

10

for

linebackers

from the 2009 League Year and so

on
7.346% $43.346 would
linebacker
is

Franchise

Tags 20072011
Salary Exclusive
for

Caps 2007

2011
whichever
greater

$590.0625 be $9.183

If the million

2012

Salary

Cap

was

$125

million 2011
Salary in Article

then

the

2012
Franchise

Non
Tender as defmed

7.346

of

million or

120

of the players

10
linebacker
for

Example
for

Calculation

of the Transition

Tender 2010
$8.373 $7.48 $123.0 $121.6875

the 2012 League

ear

1107
2007
$6.493

2012
2011

2009

2008
$7.335 $116.0

Sum
$38.575 $109.0 $590.0625

Transition
$8.894 $120.375 $125.0

Tag

N/A

Salary

Cap

Note

the Transition
for

Tag
2011 equals the average

of the

ten largest Salaries of the

as defmed
ten
largest

in

Article Salaries

10

for

Linebackers

from as defrned
in Article

the

2010 League Year the Transition
for

Tag
on

2010 equals the average

10

for

linebackers

from the 2009 League Year and so

Transition

Tags 2007

2011
Salary

Caps 2007
Linebacker

2011
vould

6.5374
be $8.172

$38.575
million

8590.0625

If

the 2012 Salary

Cap

was

$125

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 54 of 74

million then

the 2012 Transition

Tender

for

6.5374

of

$j million

163

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 55 of 74

APPENDIX NFL PLAYER CONTRACT
THIS
inafter

CONTRACT

is

between and
__________________________________________ limited the partnership

here

Player
under
of the the

corporation operating

partnership

hereinafter

Club
as

name

of

______________________________________
hereinafter

member
promises

National each
to

Football

League

League
as

In consideration

of the

made by
This

the other Player

and Club agree

follows

TERM
or

contract

covers

__________

football

seasons
is

and

will

begin

on the
28
in

date of execution

or March unless

___________ extended

whichever

later

and end on February
as specified

29
contract

terminated

or renewed

elsewhere

this

EMPLOYMENT AND SERVICES
Player accepts
to

Club employs Player
to

as

skilled

football loyalty

player
to

such

employment

He

agrees

give

his

best

efforts

and

the

Club and
fact that

conduct himself
success

on and off the
football

field

with

appropriate

recognition

of the
for

the

of professional with the

depends
Player
will

largely

on public respect promptly
for

and

approval pate

of those

associated
official practice for

game
and
all

report

and

partici
all

fully in

Clubs and

mandatory minicamps
sessions or by

official

preseason season
practice

training

camp

Club meetings
football

preseason
invited

regular will

games scheduled
star football

Club

If

Player Player the

and postseason for and play in
in

any

all

game

sponsored

by the League
unless

will
is

not
first

participate

any

football

game

not

sponsored by the League

game

approved

by the

League

OTHER ACTIVITIES
play
in football activity

Without

prior written
to

consent

of the

Club
for

Player

will

not

or engage

in

activities football

related

football

otherwise
significant

than
risk

Club or engage
injury

any

other than
that

which may involve
of which

of personal
skill

Player

represents
as

he has special exceptional
player the loss

and unique
cannot

knowledge

abthty

and

experience

football
fairly

be estimated
Player

with

any

certainty

and cannot Club
Player
will

be

or adequately
in

compensated
any

by damages

therefore agrees that
to

have the right

addition to

other right which
football in

Club may possess
engaging
in

enjoin
related

by appropriate
other than

proceedings
for

from playing

or

football football

activities

Club or from engaging
risk

any

activity

other than

which

may

involve

significant

of personal

injury

PUBLICITY

AND NFLPA GROUP LICENSING PROGRAM
Player hereby
grants to to

Club and the League
others
to

separately as

and together

the
his

right

and authority nickname

to

use

and

authorize

use

solely

described

below

name
any
all

initials

likeness image
facsimiles

picture

photograph voice

animation persona
information

auto

graph/signature

including

thereof

biographical Publicity

and/or
any

and
uses

all

other identifying
that

characteristics

collectively

Rights

for

and
of
its

or purposes

publicize and promote

NFL

Football

the League

or any

164

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 56 of 74

member

clubs

in

any

way
teles

in

any

and

all

media or formats whether
but not
limited

analog

digital

or

other now known computer
Internet platforms
Publicity file

or hereafter

developed including motion
mobile pictures platforms
this

to print tape and audio
other
to

disc

radio

ision

other

audio-visual

works

broadband Without
Rights
for the

platforms
limiting

applications includes

and
the the

distribution

the

foregoing

grant

right

use

Players of

the purpose

of publicizing any of
its

and promoting
clubs

follo\ving

aspects
ticket

NFL
game
Inside

Football

League and/or
telecasts

member
focused

brands

games

sales

broadcasts

and

programming

on the

NFL

one or more

NFL

clubs and/or
the

their

NFL

coaches shows highlight based shows such as games and events e.g behind the-scenes programming such as Hard Knocks other NFL-related

media

offerings

e.g

branded content media
events

segments
distribution

featuring

NFL

game

footage

and other

programming
bile

enhancements
official

platforms

eg

NFL.cnm NFL Mnofficially

NFL Network
programs

e.g NFL Year

Kickoff

NFL

Draft

sanctioned oriented

awards

e.g

Rookie

of the

and public

service

or community

initiatives right

e.g Play6O For purposes of clarity the foregoing grant of rights includes the and authority to use and to authorize affiliates or business partners to use after the
of
this

term

Agreement
recorded

any

Publicity

Rights

fixed

in

tangible

medium e.g
the

filmed
solely

photographed
for

or otherwise herein during

captured

during

the term of this Agreement anything
to

the purposes grant
to

described not

Notwithstanding or
after in

contrary any

the fore
right

going

does use

confer

the

term of
that

this

Agreement
any

or

authority

Players

Publicity

Rights product
shall

manner

constitutes

endorsement
of
to

third party brand by Player of and without limitation it clarity

or service

Endorsement
for in

For purposes

not

be an

Endorsement
limitation

Club or the League
third party

use

or

authorize

others

to

use

including

without

advertising
in

and promotional games or other manner
that

materials

footage
that

and photographs
not unduly
to

of Players

participation

NFL
in

NFL
leads

events
the

does

focus
believe

on
that

feature or highlight Player Player
is

reasonable

consumer

spokesperson

for

or promoter

of
will

third

party commercial product with
the

or service
will participate

Player reasonable

cooperate

news

media and

upon

request

in

to promote the Club and the League and National Football League Players Association Player activities

including
after the

any term

of

its

af
this

filiates

NFLPA
this

do

not

and

will

not

contest

during

or

of

agreement and League

hereby

confirms

their

acknowledgment
to telecast

of the
broadcast

exclusive

rights

of the
distrib

Club and any

NFL
on

member
live

club

or othenvise

ute transmit or perform

delayed

or archived

basis in any excerpts

and

all

media now

known
duce

or hereafter developed
offer for

any

NFL

games or any
or othenvise

thereof and ii to or perform

pro

license

sale sell market of the thereof

distribute

or

authorize

third

party to

do any

foregoing
in

on
all

live

delayed

or archived

basis any

NFL

games or any
including but

excerpts not

any

and

media now
electronic

known

or hereafter

developed

limited

to packaged or other
shall

or digital media
Publicity

Nothing
censed cards herein
highlight

herein

be construed whether
such

to

grant or

any

Rights video

for

use

in

li

consumer apparel
or

products
other than

traditional that

digital

e.g

games
as

trading

products
offerings

constitute

programming

described
digital

news

and information

regardless

of

medium

e.g

DVDs

offerings

165

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 57 of 74

Player exclusive

hereby
right

assigns to

the

NFLPA

and

its

licensing

affiliates right to

if

any

the

and unlimited
initials

use

license

and sublicense
facsimiles
statistics

the

use

his

name

nickname

autograph/signature

including

voice

picture

photograph biograph
for

animation image
ical

likeness persona jersey other personal any

number

data copyrights
collectively

information
in

and/or
with

indicia

individually and

Rights
line

use

connection use

product

brand

commercial
than
that five

and any

sponsorship
are

service product appearance endorsement or promotion thereof
regardless

or

other

when

more

NFL
is

player Rights using

involved

of team

affiliation

and whether
in

number
or

reached

player Rights

simultaneously

or individually

any

form

media
period tions

medium group

now

known

or hereafter developed

during

consecutive

12-month

licensing

program
are

For sponsorships
defined
in as

endorsements those
in

and

promo
all

group
as

licensing

programs

further

any
if

one product

category use

defmed
or

by industry standards
design or

or

different

categories
is

the products
to

similar

derivative

artwork

or one

player product

used

promote

another

player product

The
entities constitute licensing

Rights
its

may

also

be

used

for

the

promotion

of

the

NFLPA
not part

its

affiliated

and/or

designees

the

NFLPA
of

Entities

provided product

such

promotion
of

does

not

an endorsement program
Player

by Player

commercial upon
to

group

agrees to participate
in

request

of the the

additional
shall

compensation up
to

reasonable

activities

promote

NFLPA and without NFLPA Entities which
ii up
to fifteen

include per

three
to

personal

appearances the

per year Entities

or

15
right

minutes
to

week

dedicated
to

promoting
to utilize his

NFLPA
if

Player

retains
is

the not

grant permission
utilizing

others

Rights

that

individual

or entity
for
is

con

currently

the Rights
If

of five

or more
in

other

purpose
individual mediate
particular

whatsoever
exclusive

Players

inclusion

an

NFL players NFLPA program
provides
to

any

commercial by an

precluded

endorsement agreement
of that preclusion
fail

and Player

the

NFLPA

with

im
that

written

notice

the

NFLPA
if

agrees

exclude

Player from

program

Should Player payments

to to

perform any
Player

of his obligations
in

hereunder
with
this

the

NFLPA
Licensing

may
In

withhold

owed

any

connection

Group
use the

Assignment
consideration
receives for
this

assignment

of rights

the

NFLPA

agrees

to

revenues
in

from group licensing as set forth programs to support the objectives the Bylaws of the NFLPA and as otherwise determined by the NFLPA Board The
it

NFLPA
Rights players
in

further

agrees
licensing

to

use

reasonable
to

efforts

to

promote
licensing

the

use

of

NFL
to
all

player

group and
to

programs and
police

provide

group

opportunities use of the

NFL
The

monitor

unauthorized

third

party

Rights

NFLPA
herein

makes

no representations regarding
shall in

group

licensing

other than

those

expressed

This

agreement
assignment

be

construed paragraph

under Virginia law
shall

The
the third expires Player

this

expire on

December

31

of the latter of
this

year following

the execution

of this contract or

or ii the year after assigned
to in

contract

and may not
such
is

be revoked
Neither herein

terminated

otherwise
is

any

manner

by

until

date included

Club nor the League
solely for

party

the terms

of this para

graph
Player

which

the administrative

convenience

and benefit of

and the

NFLPA

166

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 58 of 74

Nothing
rights relied set

in

Paragraph

4b

shall

be

construed
in

or deemed Paragraph

to

modify
shall

forth in Paragraph

4a and nothing

4b

in any way the be referred to or

upon

by Player and/or

NFLPA

in

any dispute with the

NFL

Clubs

or and/or

any

of their affiliates

COMPENSATION
other promises

For performance of Players Club
will

services salary

and
as

all

of Player

pay

Player

yearly

follows

/4 /4 /4 /4 /4

for for for for for

the 20 the 20 the 20 the 20 the 20

season season season season season

designates tive/Inactive

the compensation

Club

will

pay

player

if

the player

is

not

on Clubs

Ac

List

In addition
in this

Club

will

pay

Player

such

earned
traveling

performance bonuses
expenses expenses

as

may

be
to

called

for

contract Players

Players reasonable

necessary

from
during

his

residence

training

camp
side

board and lodging
regular

preseason

training

and

in

connection

with

playing preseason
city

season
traveling

and postseason
expenses
to

football

games out preseason
neces

Clubs

home

Players

necessary
football

and

from

regular sary

season

and postseason
expenses
to

games outside
if

Clubs
is

home

city

Players

traveling

his residence benefits

this

contract

terminated
as

by Club and such

additional any

compensation
bargaining
this

and reimbursement
in

of expenses the term
will

may be
this

called

for in

collective

agreement
collective

existence bargaining

during

of be

contract
to

For
be

purposes existence

of

contract
its

agreement
period
for

deemed
the

in
that

during
to

stated

term

or

during

any

which

parties

to

agreement agree

extend

it

PAYMENT
during the term of his yearly course

Unless

this

contract

or any collective provides

bargaining otherwise

agreement
Player
will

in

existence 1000 the

of this contract

specifically in

be

paid

salary

under

this

contract season

equal weekly

or biweeldy with

installments the
first

over

of the applicable regular

period commencing
this

regular

season

game
if

played

by Club
is

in

each

season

Unless
is

contract
after

specifically

provides

otherwise

this

contract
salary

executed
to

or Player Player

activated

the beginning

of the regular

season be paid
he
is

the yearly the weekly activated ed
after

payable

will

be

reduced
salary

proportionately

and Player

will

or biweekly Unless
this

portions contract of the

of his yearly

becoming
othenvise
salary

due and payable
if

after

specifically regular

provides

this

contract
to

is

terminat
will

the

beginning

season
will

the yearly

payable

Player portions

be

reduced
yearly

proportionately
salary

and Player

be paid the weekly
to

or bi weekly

of his

having

become

due and payable up

the time of termination

DEDUCTIONS
ly

Any

advance

made
fine

to

Player will be Player

repaid
will

to

Club and
in

any

levied

Club fme or Commissioner

against

be paid

cash

proper on demand

167

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 59 of 74

or by means the

of deductions of such

from payments
to in

coming

due

to

the Player unless
this

under
this

this

contract or any

amount

deductions

be determined
existence during

by Club
the

contract

collective

bargaining otherwise

agreement

term of

contract

specifically

provides

PHYSICAL
himself
tion

CONDITION
upon

Player

represents

to

Club

that

he

is

and

will

maintain

in excellent

physical condition

Player will undergo during of any

complete

physical examina Player

by the Club physician

Club request
disclosure

which physical examination
condition

agrees to
to in to

make

full

and complete
his

physical or mental
this

known
and
fails

him which might impair good
faith

performance under

contract

and

to

respond
If

fully

when make

questioned
his

by the Club physician

about such
to

condition
satisfaction faith

Player

establish

or maintain or

excellent
full

physical condition

the

of the

Club
to

physician

the required then

and complete disclosure and good
terminate this contract

responses

the Club physician

Club may

INJURY
the the

Unless

this

contract

specifically this

provides

otherwise

if

Player

is

injured
injury

in to

performance

of his or

services

under
then
as

contract
will

and promptly reports such
such medical

Club physician
the
to

trainer

Player the
for

receive

and

hospital

care
will

during continue

term of
receive

this

contract

Club physician
during
as

may deem
the season
is

necessary

and

his yearly

salary

so long

of injury unable
If

only and for
to

no subsequent
the the ance
in services

period required

covered

by

this

contract

Player

physically

perform
injury in

of him by this contract

because contract
will

of such
results in

injury
his

Players

performance
of his yearly of

of his services
salary stated for

under

this

death the unpaid bal
stated

the season
to

of injury
his

be paid

to

his

beneficiary

or

the absence

beneficiary

estate

10

WORKERS COMPENSATION
or under
for

Any

compensation agreement
in

paid

to

Player during

under
the

this

contract
this

any

collective

bargaining

existence

term of
benefits partial

contract of
will

period

during
total

which he

is

entitled

to

workers
partial

compensation

by reason
disability

temporary

permanent
advance
to

total

temporary
of workers the

or permanent
benefits

be deemed an
will

payment

compensation
of such

due
out of

Player any

and Club

be

entitled

be reimbursed

amount

payment

award

of workers

compensation

11 SKILL
peting
limits

PERFORMANCE AND CONDUCT
other any
players in for

Player
roster

understands within
skill

that

he

is

com

with
If at

position

on Clubs

the

applicable player has been

time
as

the sole with

judgment of Club Players
that in

or performance
for

unsatisfactory

compared
has

of other players

competing

positions

on Clubs
to

roster or if Player versely during
affect

engaged on

personal then
legally to

conduct reasonably
this

judged

by Club
In

ad
in to

or

reflect

Club
cap
is

Club may terminate
in

contract

addition
if

the period

any Player

salary
is

effect
less

this

contract

may be
to

terminated

Clubs

opinion

anticipated field

make

of

contribution

Clubs

ability to

compete

on the playing
to

than

another

player or players

whom

Club intends on Clubs

sign

or attempts

sign

or

another

player or players

who

is

or are

already

roster

and

for

whom

Club needs

room

168

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 60 of 74

12

TERMINATION
to

The

rights

of

termination allowed

set

forth

in

this

contract

will

be

in

addition

any

other rights

of termination

either that

law Termination party by
Players

will as

be

effective

upon

the giving of written
in

notice

except

death other than
this

result

of injury

incurred

the performance contract Player
If will this

of

his

services
is

under

contract

\vlll

au

tomatically

terminate

this

contract

terminated complete

by Club

and

either

Player
tion

or

Club so requests

promptly undergo

physical examina

by the Club physician

13 INJURY
time of Grievance contract contract contract
his

GRIEVANCE
of
this will

Unless

collective

bargaining

agreement

in

existence

at the Injury

termination procedure

contract
If

by Club provides
believes that at

otherwise

the

follo\ving

apply

Player unable

the time of termination

of

this

by Club he was
because Player expense with
is

physically injury

to perform the services in

required of him by this
his services

of

an

incurred days

the

performance by the
choice

of

under
submit

this at

may
to

within

60

after

examination of his

Club physician
If

own

examination
to his to

by

physician
ability to

the opinion required
will

of Players of him by

physician
this

respect

physical
that

perform the
physician

services

contract

contrary

of the

Clubs

the

dispute
arbitrator

be submitted by Club

within

reasonable
if

time to

final

and binding
to

arbitration selected in

by an

selected

and Player or
of the

they are unable

agree

one

accordance
either

with

the procedures

\rnerican

Arbitration Association

on application by

party

14

RULES
in

Player
effect this

will

comply
the

\vith

and be

bound by

all

reasonable not

Club

rules

and
the

regulations

during

term of this contract
collective
is

which

are

inconsistent
in

with

provisions of
the

contract

or of any Players

bargaining
also called to
its

agreement
the fact

existence the League
joint

during func

term

of this contract
certain rules

attention

that as

tions

with
its

and procedures and
its

expressive

of

operation

venture
relation

among
ship to

member
League

clubs

that

these rules clubs

and

practices

may
of

affect the

Players provisions

the

and

member

independently

of

this

contract

15 INTEGRITY
fessional football

OF
that

GAME
would

Player

recognizes

the

detriment

to

the

League and pro
in

result

from impairment of public confidence and good
he accepts or an with character of

the honest players

and orderly conduct of
Player therefore or an
fix

NFL
to

games or the integrity
his

NFL

acknowledges
fails

awareness report

that

if

bribe or agrees to attempt
to

throw
or
fix

an

NFL game
bets

promptly

bribe offer
associates

throw

NFL game
uses
to

on an

NFL

game

knowingly
with

gamblers
for

or gambling

activity

or provides

other players
on-field

stimulants or other or
is

drugs

the purpose of

attempting reasonably
fessional

enhance by

performance

guilty

of any

other
to

form of conduct
or pro the
to

judged

the

League Commissioner
will

to the

be detrimental
right but only

the League

football
for in

the Commissioner hearing
at

have
be

after

giving Player of his

opportunity

which

he
to

may

represented
for

by counsel
period

choice

fme Player and/or
to

reasonable
this

amount

suspend Player

certain

or indefinitely

terminate

contract

169

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 61 of 74

16

EXTENSION
member

Unless

this

contract Forces
as

specifically

provides
States

otherwise or any

if

Player

be

comes
retires

of the

Armed
football this into

of the
active

United player
this

other
fails

country or
refuses to

from professional
his services

an

or

otherwise
will

or

perform
date of

under

contract the

then

contract or his
to

be

tolled

between
his failure

the or the

Players
to this

induction

Armed

Forces

retirement

or

refusal

perform
contract

and the
is

later

date of his return be

professional
to

football

During

period

tolled Player will not professional

entitled

any

compensation or benefits
will

On

Players

return to

football the term of this contract of seasons

be extended

for

period ing
at

of time equal to time the

the number

to the nearest multiple of one remain
of renewal extended
if

the

contract
in effect

was
until

tolled

The

right

any

contained

in

this

contract

will

remain

the end of any

such

term

17

ASSIGNMENT
or
to

Unless

this

contract

specifically this

provides
to

otherwise any
to

Club
to

may
Club
per

assign this contract franchise any

and Players
other

services in

under League

contract
will

successor the
will

Clubs

Club

the

Player

report

assignee
faithfully

promptly upon form his services
traveling

being informed of the assignment

of his contract club
will

and
pay

under
in

this

contract
to
it

The

assignee

Players

necessary Player

expenses

reporting

and

will faithfully

perform

this

contract

with

18 FILING upon
will

This

contract

will

be

valid

and binding
including 10 days

upon
any

Player

and Club immediately
to it will

execution

copy

of this contract

attachment execution

be

filed

by

Club with the League have the
an
right to

Commissioner
disapprove
this

within

after

The

Commissioner
but not

contract
to

on reasonable
or impair parties

grounds
rights

including of any
rights

limited to uncertainty tions or

attempt

by the

parties in

abridge

the

other

club

or incompleteness

expression terms of

of the
this

respective any

and obliga
bargaining

conflict in

between
existence
in

the

contract

and

collective

agreement then
receipt

Approval
office
this

will

be automatic

unless

within

10

days

after

of this contract or of

his

the Commissioner 10 day period
for

notifies

the parties of

either

of dis or

approval
clarification

extension
his

of

purposes

investigation

pending
parties

decision
relieved

On
of

the receipt
their

of notice
rights

of disapproval

and termina under
this

tion

both

will

be

respective

and

obligations

contract

19 DISPUTES
between
the Player

During

the

term of any

collective

bargaining

agreement
of any

any

dispute of

and Club involving
bargaining
in

the interpretation

or application
will for

provision
to

NFL

collective arbitration

agreement or this contract
with the procedure
called

be submitted
in

fmal

and

binding

accordance
at

any such

collective

bargain occurs

ing agreement in existence

the time the event

giving rise to

any

dispute

2U

NOTICE Any
given
to
if

notice

request

approval
in

or consent person
in

under
mailed

this

contract or

will
first

be

suffi

ciently

in

writing

and delivered

or

certified

class

by

one party

the other at the address set forth

this

contract

or to

such

other address as

the recipient

may

subsequently

have

furnished in writing to the

sender

170

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 62 of 74

21

OTHER AGREEMENTS
agreement between
Player
to
this

This

contract

including

any

attachment

to

it

sets

forth

the entire
orally

Player and Club and cannot
that

be modified
oral

or supplemented except
as

and Club represent

no
in

other
this

agreement
exists

or written

attached
sions are

or specifically contract
will

incorporated govern
in

contract

between

them The provi
there

of

the relationship
collective

between

Player and Club unless
in

conflicting this

provisions
rn

any

bargaining

agreement
collective

existence

during

the

term of
will take

contract

which case the provisions of the
conflicting

bargaining
relating to

agreement
or

precedence of either

over party

provisions

of this contract

the rights

obligations

22

LAW

This

contract

is

made under and

shall

be governed

by the laws of the

State

of

23
2011

WAIVER AND RELEASE
lockout ii any
antitrust

Player

waives

and releases
to the

any

claims

relating free

to

the

claims
transition

relating

Draft

restrictions the

on

agency Pool
or the
to

franchise

player designations term or condition

player designations
relating relating to to

Entering

Player
in in

any date the

other of

of employment
QiO

conduct engaged conduct engaged
the

prior to pursuant

this

Agreement
terms of any

and

any

claims

express

collective release

bargaining
also

agreement during
to

term
in

of any

such
to

agreement This
the express terms
release

waiver

and

extends

any

conduct
in

engaged
White

pursuant waiver

of the Stipulation any
it

and Settiement
in

Agreement
to

This

and

extends provided

to

conduct engaged
does not waive

pursuant
rights

any

collective

bargaining
assert

agree

ment

that

any

player

may

have

to

an

individual

grievance

under any such

agreement

24

OTHER PROVISIONS
Each
of the undersigned
sets forth

hereby
all

confirms

that

this

contract

renegotia
for

tion

extension

or

amendment
football

components

of the players remuneration
is

playing professional the Club or by of any

whether

such

compensation and ii there
oral

being

furnished

directly

by

related

or affiliated entity express or implied

are

not undisclosed

agreements

kind

\vhether

or

written

and there
assurances
to to the

are

no promises
or

undertakings derstandings consideration or person

representations of any kind kind
to

commitments
that

inducements been

of intent

un

hai

not

disclosed
available to

NFL
either

involving
entity

of any

be paid furnished or made

Player or any

owned

or controlled

by

affiliated

with

or related

Player

during

the

term of

this

contract

or thereafter of the undersigned
in further

Each
the undersigned

confirms
to
this

that

except
to

insofar the place
in

as

any

of

may
Each

describe

an

addendum
of the Anti

contract
rules that

best
\vith

of

their

knowledge
to this

no conduct

in violation

Collusion confirms

took

respect
is

contract

of the undersigned
to

further

noti-iing

this

contract dated
Salary

designed

or intended including

defeat not

or circumvent
to

any

provisions of the Agreement

July

2011
provisions
violation

but any

limited

the

Rookie by
that

Compensation Agreement

Pool and
not be

Cap

however
this

conduct permitted

shall

considered

of

confirmation

171

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 63 of 74

PERFORMANCE BASED PAY
that

Players
in

attention

is

called

to

the

fact

he may be

entitled

to

Performance-Based
his
eligibility

Pay
such

accordance
is

with

the

procedures
that takes

outlined in Article
into

28 and

that

for

pay

based on

formula

account

his

playtime percentage

and compensation

25 SPECIAL
acknowledges
advice

PROVISIONS
that

THIS

CONTRACT
contract of his

is

executed given

in

six

copies

Player
to

before

signing

this

he was

the

opportunity

seek

from or be represented

by persons

own

selection

PLAYER
Home
Address

CLUB
By
Club Address

Telephone

Number

Date

Date

PLAYERS AGENT
Address

Telephone

Number

Date

Copy

Distribution

White-League Office Green Gold

Yellow-Player Blue Pink

Member Club

Management
Player

Council

NFLPA

Agent

172

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 64 of 74

FIRST REFUSAL

APPENDIX OFFER SHEET

Name

of Flayer

Date

Address of Flayer

Name
of

of

New Team
of Frior Team

Name
Flayers

and Address

Name

Representative
to \ct for

Authori7ed

Flayer

Address of Frior Team

Frincipal Terms

of

NFL
on

Flayer Contract

With

New Team

Information

this

Sheet

or on Attachmentl

Salary

to

be

paid guaranteed
deferred

or loaned

i.e

Faragraph the

Salary

signing

reporting

and

roster

bonuses dates

compensation including
terms
for

specified

installments of

and the and

specified

amount
if

and

of

loans
in

if

an

and description
that

variation

method
calculable

of calculation

any
to

Salary

Frincipal

Terms
for

i.e
Salary 13 of

only likely

be

earned

team

incentives

New

may Team

be

variable to in

and/or
exceed
to

15%
Article

of

and

generally

recognized

League-wide
every

Honors

Exhibit

this

Agreement etc and
indicate

identir
if

component

of such

payment
is

e.g

signing

bonus

salary

any

component

or portion

thereof

guaran

teed or based

upon

specific

incentives

Modifications

and additions

to

NFL

Flayer Contracts

attach

marked-up copy of

NFL

Flayer Contracts

Other terms that

need not be matched

Flayer

New

Club

By

By
Chief Operating Officer

173

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 65 of 74

APPENDIX
FIRST REFUSAL EXERCISE Name
of Player

NOTICE

Date

Address of Player

Name

of

New Team

Name
Players

and Address of
Representative
to

Name

of Prior

Team

Authorized

Act

for

Player

Address of Prior

Team
member of
Agreement
the

The
create set

undersigned binding
in

NFL

hereby

exercises

its

Right

of First Refusal

so as to

with

the player Sheet

named above
copy

containing
is

the Principal Terms

forth

the First Refusal

Offer

of which

attached

hereto

and those

terms

of the

NFL

Player

Contract

not modified

by such

Principal

Terms

Prior

Team

By

Chief Operating

Officer

174

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 66 of 74

APPENDIX WAIVER OF FREE AGENT RIGHTS
the undersigned of hereby
state as that set

have
forth

agreed
in

to

Right

of First Refusal attached
to this

at

the end

my NFL
other
to

Player that
in at

Contract
doing the
to

the
rights also

documents have
to

waiver
to
is

understand with

so

am my
the

giving contract

up

be completely
that

free

sign

teams force
that

end of

understand
for

no

NFL
if

team

per

mitted

me

renounce
receive

these rights following

In exchange
additional

renouncing

these rights

understand

will

compensation

any

from

my

team

By
Witnessed by

175

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 67 of 74

APPENDIX ACCOUNTANTS REVIEW PROCEDURES
The
Costs the
information included
in

the

Schedule

Cash Player

Costs
is

and All Revenues
not intended
is

AR
in
is

of

Team

Salaries

Benefits
its

Player clubs

of the

NFL
in

and

member

Schedule
Agreement

which

to

be

presentation

accordance with the

with generally provisions of the of

accepted
this

accounting

principles information

to

be prepared

accordance
to

The

on the Schedule

be

the responsibility

man

agement

of the Clubs

and the

NFL
and the
will

firm the dures
are to

The Management Council which Accountants

NFLPA

are

to

retain to

national

accounting proce

have the

responsibility

perform

certain

dures

and report on the resuhs of these procedures The Accountants on the Schedule conduct procedures as agreed upon by the parties the Procedures The Proce shall include test basis evidence and the amounts examining on supporting
in

disclosures significant ule

the

Schedule

estimates

The Procedures made by management as

shall

also

include evaluation

an assessment
of the overall

of

the

well as an

Sched

presentation

committee Committee
designated meet with
to

is

to

be estabhshed

the of

Settlement
six

Agreement
with

Salary

Cap

Review

the Committee consisting by each of the Management Council the Accountants at least twice during
described reasonably

members

three

and the

NFLPA

representatives
is

The Committee

to

review

review Letter

the scope of the Procedures the resuhs of the Procedures playing season

the year once prior to December 31st in the preceding paragraph and again to before issuance

of any

Special

Purpose

for that

The
shall

be designed and
its

detailed procedures to determine

below and/or as otherwise agreed by the parties are and whether the Schedule in all material represents respects League
will

the

Team

Salaries

Benefits
for

Player

NFL
for

Clubs

such

Costs Cash Player Costs and All Revenues of the with the provisions of this Year in accordance
with respect
to

Agreement
each

The Accountants

perform the Procedures

the

Schedule

League Year

The Accountants may
local

rely

on the procedures
as

performed

by each

member
or

clubs
test

accounting

firm

Local Accountants
basis

the procedures
basis to

on

report

upon

scope the Procedures

so as to
as

permit referred above

agreed upon by the parties the Accountants to obtain

may

reasonable

The Accountants
ants review

will

have

access

to

and receive

copies
If

of the

Local

Account
need
of
to

workpapers
the fmancial

of

the
audit

Schedule

the

Workpapers
corresponding
will

the

Accountants
statement

workpapers
this

or the

financial

Club or the League Office
the
file

information

be held

in

confidence

and not

any be part of

subject

to

review

by the Conimittee

176

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 68 of 74

Procedures countants General
This

provided

by

the

NFL

and

the

NFLPA

to be

performed

by the

Ac

Agreement
Exhibit
6.1

and

all

relevant side

letters

should

be reviewed

and understood

See

for

the form of the Accountants

Report
at

Examine
agree
to

the

National

Television

and

Cable

contracts

the

League

Office

and

amounts

reported should
to

Schedules Schedules

of international should

broadcast

be

obtained

from and

the

League Office
supporting

be

verified

by agreeing

general

ledgers

testing

documentation

where applicable bonuses
in

All loans advances

etc

received

the report and included

AR

by the League Office should

be

noted

in

where

appropriate Reporting Package and and understood

The

Player

Compensation
should

and Revenues be reviewed

instructions

for

the playing season

\ll

workpapers
available prior to

of the Accountants
for

made

review

its report on the of the Management by representatives

relative

to

Schedule Council

shall

be

and the

NFLPA

issuance

the rcport or non recurring transactions including any unusual be joindy reviewed with representatives of the issuance of the report prior to

summary Management

of

all

fmdings

and proposed

must adjustments Council and the

NFLPA

Any problems
Estimates based should
the

or questions

raised

should

be resolved

by the Committee
Estimates are
to

be

reviewed

in

accordance
results

with and

this

Agreement

be

reviewed be

upon

previous
third

years

actual

current

year activity

Estimates

should

re

confirmed with

parties

when

possible

Revenue
with the

been estimated should be reconfirmed and expense amounts that have Controller or other team representatives prior to the issuance of the cc

port

Where
ciled to

possible team audited financial

and League Office
statements This

revenues

and expenses
is

should

be recon

information

to

be

held in confidence

The

Accountants or

should Office review

be

aware of revenues be
reviewed

excluded
to

from

AR

All revenues exclusion

excluded

by the

teams should

League

should
for

determine excluded

proper

The
in

Accountants

perform

revenues

improperly

from or included

AR

177

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 69 of 74

Procedures Accountants General

provided

by the

NFL

and

the

NFLPA

to be performed

by the

Local

The

Local

Accountants and

shall

conduct procedures
letters

as

agreed

upon by

the parties Local

This Agreement

all

side

should

be reviewed

and understood by

all

Accountants
Exhibit the form of the Local

See

6.2

for

Accountants

Report
deferrals

Special rules

for

Salary

signing bonuses

such as annuities loans guarantees Cap counting and the like should be reviewed and understood

Team

Salaries

Schedule
the teams general ledger or other supporting

Trace

amounts

to

documentation

for

agreement Foot
all

schedules

and perform other

clerical

tests

Examine
all

salary

amounts

for all the applicable player contracts for each in accordance player

players

listed

noting

agreement of
of salary
in this

with the definition

Agreement

Compare

player names with

all

player

lists

for

the season

in

question with

Determine methods Examine
rata

method

used

to

value

non cash

compensation

is

in

compliance

outlined in this Agreement recorded

each team has properly trade arrangements to verify that of the players entire salary based upon roster days portion of Controller or other
players

its

pro

Inquire

representative of each

team

if

any

additional

com

pensation

was paid

to

and not included
determine

on the schedule whether such bonuses were

Review
earned

Miscellaneous
for

Bonuses

to

actually

such

season
determine with
this

Review

signing bonuses
in

to

if

they have

been allocated over the

years

of

the Contract

accordance

Agreement
guaranteed
in

Review
cated
if

contracts

to

insure that over

any

amounts

for

future the

years

are

allo

applicable

previous

years

accordance

with

provisions

of this

Agreement

Compare

the balances

of player loans and reconcile
to

from the end of the prior period
the respective

to in

the end
effect at

of the current period

payment

schedule

the end of the prior period

178

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 70 of 74

Benefits

Schedule

Trace amounts agreement

to

the teams general

ledger

or other

supporting

documentatinn

Fir

Foot

all

schedules

and perform other

clerical

tests

Investigate

variations

in

amounts

from

prior

year

through

discussion

with

the

Controller

or other representative of the

team

Review from
carriers

each

teams insurance

expenses

for

premium

credits

refunds

received

Review

supporting

documentation

as

to

the following

expenses

Players

Pension
Costs Insurance Ins

Workers

Compensation
Security/Medicare Insurance Benefits

Severance
Disability

FICA

Social

Unemployment
Other Allowable

Medical/Dental/Life

Player

Costs

Schedule

Perform

procedures

provided

in

Schedules

and
this

above and deduct

amounts

not includable in the definition

of Player

Costs

in

Agreement

Cash Spending Perfom

Schedule

3A
in

procedures

provided

Schedules
to

and

above
in

and

calculate

Clubs

Cash Spending
for

and amounts
to

committed
the Clubs

be

Club spent by
to

the year under review

Player

Benefits Section

determine
for

contribution

Cash Spending

as defined

in

Article

12

such

year

Revenues

Schedule

Trace amounts agreement

to

teams general ledger

or other

supporting

documentation

for

Foot

all

schedules

and perform other

clerical

tests

Trace appropriate

gate receipts

to

general

ledger

and

test

supporfing

documentation

where

Gate

receipts

should

be reviewed

and reconciled

to

League Office

gate receipts

summary

179

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 71 of 74

Luxury box revenues Agreement be
verified

should
in

be included and any

in

AR

in

manner
against

consistent with revenues

this

Amounts
to

included

AR

deductions

such

should

supporting

documentation

Examine
reported

local

television

local

cable and local

radio contracts

Verify to amounts

by teams

When
tailed

local

broadcast

revenues should

are

not

verifiable

by reviewing

contract

de

supporting

documentation

be obtained

and tested

All loans advances report and included
in

bonuses

etc

received

by the team should

be noted

in

the

AR
of Test

where appropriate

All sion/exclusion

amounts
in

other

revenues

should of balances

be

reviewed

for

proper

inclu

AR

appropriateness

where

appropriate

Questions

Review
questions

with

Controller

or other

representatives of the

team the answers

to

all

on this schedule

Review

that

appropnate

details

are

provided

where requested

Prepare

summary

of

all

changes

Revenue Reporting
Review
included with

Procedures

and

List of Related

Entities

Controller

or

other

representatives

of

the

team

all

information

on both schedules

Prepare

summary

of any changes

corrections or additions to either

schedule

180

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 72 of 74

EXHIBIT

6.1

ACCOUNTANTS
We
have
to

AGREED-UPON PROCEDURES REPORT
the

performed by

procedures Football the

as

described

in

the

accompanying
Football
to the

Schedule Players Football of

which
Association

were and

agreed Class

the National collectively

League

the National with respect of
assist

League
National Clubs
in

Counsel

Parties

League

Office Football

Reporting

Package
for

and

the

Reporting

Packages
solely to

the the

Member
Parties

the National whether

League
ing

the

League
in

Year

evaluating
definitions

the

Report
in the

Packages
to in

were prepared
the Reporting with

accordance This

with

the provisions
to

and

contained procedures

Instructions performed

Package
standards of these

engagement

apply

agreed

upon
of

was

accordance

established procedures
is

by the American

Institute

Certified Public users

Accountants
of the report

The sufficiency Consequently
in

solely the responsibility regarding

of the specified of

we make
either

no

representation purpose
for

the sufficiency report has

the proce or

dures
for

described other

Schedule

for

the

which

this

been

requested

any

purpose
are
set forth in

Our findings

the

accompanying
will

Schedule

We

were not engaged
be the an

to and
of
If the

not perform

an

audit

or

examination Packages

the objective

of

which
not an

would
express audit
that

expression

an

opinion
to

on

the Reporting

Accordingly
or
if

we
to

will

such

opinion
of

we

were

perform additional Packages
other

procedures might

we were come
to

perform

or examination have

Reporting
to the

matters

have

our

attention

would
report

been

reported solely

Parties of the National Football not be National Football not
their

This

is

intended

for

the

use

League
used of

the

League
agreed

Players
to

Association

and

Class

Counsel

and
for

should

by those

who have
for

the procedures

and

taken

responsibility

the sufficiency

the procedures

purposes

181

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 73 of 74

EXHIBIT

6.2

LOCAL ACCOUNTANTS
We
have

AGREED-UPON PROCEDURES REPORT
as

performed
to

the procedures

described

in

the

accompanying

Schedule

which were agreed
Players Association

by the National

Football

League

the National

Football
to

League

and Class Counsel the Parties with respect Club League Year

the

Reporting Football

Package League
porting

of
for

the

Name
to assist in

Member
the
Parties

Club
in

of

the

National

evaluating provisions

whether the and

Re

Package
in

was

prepared
to

accordance Reporting

with

the

definitions

contained

the

Instructions

the

Package dated
in

This with

engage

ment

to

apply

agreed-upon

procedures
Institute solely

was performed
of Certified
responsibility

accordance

standards sufficien Parties

established cy of these

by the American
procedures
is

Public of

Accountants management

The
of of

the

the the

Consequently
dures described

we make no
in

representation
either for

regarding

the

sufficiency this

Schedule

the purpose for which

report

has

proce been

requested

or for any

other purpose

Our

findings

are

set

forth in the accompanying

Schedule

We

were

not

engaged

to

and did not

perform an

audit

the

objective

of

which

would do not
matters Parties

be the expression
express such an

of an opinion

on the Reporting

Package

Accordingly we procedures
reported other
to

opinion
to

Had

we performed
that

additional

might have

come

our

attention

would

have been

the

This

report

is

intended

solely

for

the use

of the Players

Club

Name
the

the National

Football
sel

League

the National not

Football

League

Association agreed
for to their

and Class

Coun
and

and should

be used by those
for

who

have not

procedures

taken

responsibility

the sufficiency

of the procedures

purposes

182

CASE 0:11-cv-03012-SRN-JJG Document 15-4 Filed 12/02/11 Page 74 of 74

APPENDIX OFFSEASONWORKOUT RULES
Except
classroom player that
tary for certain shall specified

minicamps
voluntary

any

offseason

workout
shall

programs
indicate
is

or

instruction

be

strictly

No

Club

official

to

the Clubs
that

offseason
failure

\vorkout
to

or

players
in

program or classroom in workout participate

instruction

not

volun

program

or

classroom

instruction

will result

the players failure to

make
place

the Club or any
for

other adverse

con
be

sequences
limited to

Offseason four days per

programs

may

take

nine
are

weeks
not

Workouts

shall

week

such

workout
than

programs
days out

permitted

on \veekends
activity

The
This

nine does

weeks may include
not preclude Contact any

no more

ten

of organized

team

practice

player from working

on

his

own on
pass

other

days includ

ing weekends

work
in

e.g live
all

blocking

tackling

rushing

bump

and-

run

is

expressly prohibited

offseason

workouts

Voluntary

offseason

workout
for

ing and physical conditioning
level

programs are intended to provide training teach and tempo of drills should be at players The intensity
player safety with
as

conducive

to
is

learning
in

with

the highest player

priority

and not

at

level

\vhere

one player

physical contest

another

Teams
including place

are

to

provide of any

their

players

and the

NFL

the

schedule
practice to

for

the program
will take for

designation
to

days
set

on which
in Article

organized 21

team

activity

pursuant

the rules

forth

and any changes

the

schedule

the program

The
activity

following

rules

shall

also

apply

to

the

ten days

of organized

team

practice

No
All

pads

except

protective knee or elbow pads
practice activity are shall

Helmets

are

permitted
to

organized

team

he conducted
in Article

pursuant

the rules of

for
this

Phase Three Agreement

activities

which

set

forth

21

Section

2biii

No

live

contact on-7

no and

live II

contact on-Il

drills

between
be

offensive and defensive providing

linemen
live

on
takes

drills

will

permitted

no

contact

place

The

NFL

will to

monitor
live

all

Clubs

during

the offseason

to

ensure

player safety

and

adherence

contact

guidelines
\vith

Maximum

six

hours

per day

maximum two

hours

on

field

for

any

player

183