.. MEMORANDUM OF UNDERSTANDING dum of Understanding between The University of Tennessee (the ?University?) and Robert Shoop the understanding of the parties as to the principle terms and conditions under which Coach will be Assistant Football Coach for The University of Tennessee, Knoxville. When fully executed, this MOU shall ,..uing and legally enforceable agreement until superseded by a de?nitive written Employment Agreement -on Coach and the University. In consideration of the mutual promises contained herein, the parties agree as follows: I. 2. Term: 3 years (January 1 I, 2016 through February 28, 2019) Compensation and Bene?ts: Base Pay Supplemental Pay Incentives ?Leap-neck of Base Pav plus Supplemental Pay. Maximum basis for bonus $00,000]: a. A maximum of one (1) of the following (payment based on highest goal achieved in this subsection): $245,000 $905,000 i. Appearing in a bowl game 8.33% ii. Appearing in a ?New Year's Six? bowl game 12% Appearing in the College Football Playoff 16% b. Winning the SEC Championship Game 4% c. Winning the College Football Playoff Championship Game 4% Other Benefits: Camp compensation: $5,000 One (1) courtesy vehicle or S600/month stipend in lieu of vehicle (University?s discretion) Tickets per University policy Other University bene?ts except retained annual leave pay Termination by Coach Without Cause: No liquidated damages. Duty to notify head coach. Termination bv University Without Cause: In its sole discretion and at any time, the University may terminate this MOU or the Employment Agreement without cause upon written notice to Coach. if the University terminates this MOU or the Employment Agreement without cause, the University shall pay Coach liquidated damages in an amount equal to the rate of the sum of Base Pay and Supplemental Pay times the number of months remaining in the term of this Agreement, with any part of a month prorated. Payment of the liquidated damages shall be made in equal installments consistent with the original payment schedule (equal payments), subject to all applicable state and federal tax reporting and withholding requirements, with the ?rst payment due on or before the last day of the month following the date of termination of this MOU or the Employment Agreement. Coach is required to use his reasonable best efforts to mitigate the University?s obligation to pay liquidated damages under this paragraph by making reasonable and diligent efforts as soon as practicable following termination to obtain another comparable employment or paid services position, including but not limited to another football coaching position. While the University?s obligation to pay liquidated damages is in effect, and for a period of six (6) months thereafter, Coach shall report to the University on a quarterly basis all income received or earned by him relating to any and all football coaching positions. Termination bv Universitv for Cause: The University may terminate this MOU or the Employment Agreement at any time for cause as determined in the reasonable and good faith judgment of the University. For the purpose of terminating this MOU, ?for cause" shall be interpreted consistently with its meaning in the most recent head coach's employment agreement, excluding a memorandum of understanding, executed by the University. Termination of the Employment Agreement ?for cause" shall be in accordance with the definitive terms and conditions set out in the Employment Agreement, which shall approximate those terms which are included in the most recent head coach employment agreement, excluding a memorandum of understanding, executed by the University, the exact terms of which are to be mutually and reasonably agreed upon. For the purpose of terminating this MOU, ?for cause" shall also mean the failure of Coach to execute an Employment Agreement within one hundred twenty (120) calendar days of the date on which an Employment Agreement is first presented to him by the University. In the event of a termination of either this MOU or the Employment Agreement ?for cause,? the University shall not be liable to Coach for any unearned or unaccrued payments or bene?ts after the date of termination. The University may suspend Coach with pay pending an investigation or decision relating to termination ?for cause.? For any one or more acts, omissions, or events that would be grounds for termination ?for cause," the University may take other disciplinary or corrective action against Coach short of termination, including but not limited to su5pension without pay (said suspension not to exceed 60 days). Prior to any final determination regarding a possible termination ?for cause," the University will afford Coach notice and an opportunity to meet with the Athletics Director to respond to any allegations or preposed termination. If the University terminates this MOU or the Employment Agreement ?for cause,? the University will afford Coach a post-termination opportunity to contest the termination in accordance with the Tennessee Uniform Administrative Procedures Act, Tennessee Code Annotated 4-5-30] et seq. 8. Other Terms and Conditions: In addition to more thoroughly addressing the terms and conditions concerning the matters addressed in Sections 1 through 7 above (excluding terms and conditions applicable only while the MOU is in effect), the Employment Agreement will include, among other things, provisions concerning the following matters: a) Coach is solely responsible for satisfying any buyout or liquidated damages provision in contract(s) between Coach and State University and/or other prior institutions; b) $5,000/game penalty for game suSpensions; c) Duties of Coach as Assistant Football Coach; d) Limitations on outside activities and outside compensation earned by Coach, including commercial endorsements; e) Enforcement of NCAA, Southeastern Conference, and other goveming athletic rules, including but not limited to provisions relating to the NCAA's enforcement rules effective August 1, 2013; f) The University?s right to use Coach's name, likeness and image; g) Forfeiture and repayment of incentive compensation for athletic performance achievements paid to Coach if any achievement is subsequently vacated or if the football program is subsequently sanctioned by the h) Indemnification of the University against certain damages incurred by the University as a direct result of any investigation or proceeding resulting in a ?nding of NCAA rules violations; i) Football camps; and j) Coach?s obligation to notify the Head Coach of his interest in. or any direct or indirect contact about, employment with another college or university or with a professional football organization; k) Moving allowance per University policy. 9. Background: Coach represents that he has disclosed to the University all material information concerning previous NCAA, conference, or institutional rules violations or potential violations committed by him or any coach or staff member under his direct or indirect control at any other NCAA member institution prior to the date on which he executed this Agreement; similarly, the UniVersity represents that it has disclosed to Coach all material information it has regarding any pending and/or ongoing NCAA inVestigations or inquiries of any University sports program (including, without limitation, the football program). The MOU is subject to a satisfactory criminal background check and NCAA compliance check, to be completed within 5 business days of the date hereof. 10. Governing Law: This MOU shall be governed by the laws of the State of Tennessee. Execution of the MOU: This MOU may be executed and delivered in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same MOU. The parties acknowledge their agreement by signing and dating this Memorandum of Understanding below. r_1 UNIVERSITY OF TENNESSEE COACH ROBERT SHOOP By: mum/M Vice C?anceilo an?! Director of Athletics I (a I 20 Date 0 .0 ?745 ?hancellor Date M.?f1?inancia10f?cler as? Date