Envelope ID: #8500056584 EMPLOYMENT AGREEMENT ASSISTANT FOOTBALL COACH This Employment Agreement (?Agreement?) is entered into by and between THE UNIVERSITY OF TENNESSEE (?University?), a public educational corporation of the State of Tennessee, for and on behalf of The Universny of Tennessee, Knoxville and its Athletics Department. and Charlton Warren This Agreement cancels and supersedes any and all prior existing oral and written agreements and understandings between the and Coach. WITNESSETH: In consideration of the covenants herein contained. and for other good and valuable consideration, the receipt and suf?ciency of which are acknowledged by the parties. the parties to this Agreement agree as follows: ARTICLE 1? PURPOSE AND TERM OF AGREEMENT Section 1.1. Subject to the terms and conditions stated in this Agreement. the University agrees to employ Coach, and Coach agrees to serve, as Special Teams Coordinator and assistant coach of the University?s Intercollegiate football team at UTK (?Assistant Football Coach?). Section 1.2. The term of this Agreement shall be from January 16, 2017 through February 28, 2019 sooner terminated as provided in this Agreement. The parties agree that the effective date of this Agreement shall be January 16, 20 I 7, even if the A greement?s execution date is subsequent thereto. The University may allow this Agreement to expire and elect not to renew Coach's employment as an Assistant Football Coach without complying with any University Rules applicable to staff-exempt employees who do not serve under a contract of employment for a de?nite term. Coach agrees that oral agreements to renew or extend this Agreement are invalid and nonbinding. Section 1.3. In its sole discretion and at any time with or without adequate cause, the University may reassign Coach from the duties of Assistant Football Coach to other duties within the University. Upon reassignment to other duties, Coach shall receive Base Pay and Supplemental Pay under Article II in an amount to be unchanged until the expiration or termination of this Agreement. In the event Coach is reassigned during the term of this Agreement. Coach will not owe University any liquidated damages pursuant to Section 3.3 in the event Coach terminates this Agreement after such reassignment. ARTICLE II - COMPENSATION Section 2.1. As payment and consideration for the services to be performed by Coach under this Agreement. the University agrees to pay Coach an annual salary (?Base Pay") in the amount of Two Hundred Forty Five Thousand Dollars subject to all applicable state and federal tax reporting and withholding requirements. The University shall pay the Base Pay to Coach in twelve (12) equal installments in accordance with the University?s customary payroll procedures, with partial years prorated. The Base Pay shall not be increased in accordance with any across-the-board salary increase authorized or mandated for University employees by the State of Tennessee or the University. Section 2.2. The University agrees to pay Coach additional annual compensation payable from income earned by the University under various broadcast. endorsement and/or consultation contracts (?Supplemental Pay") in the amount of Two Hundred and Five Thousand Dollars subject to all applicable state and federal tax reporting and withholding requirements. The University shall pay the Supplemental Pay to Coach in twelve (12) equal installments in accordance with the University's customary payroll procedures, with partial years prorated. In consideration of this additional compensation. Coach agrees. as reasonably directed by the Chancellor of UTK (?Chancellor") or the UTK Vice Chancellor and Athletics Director (?Athletics Director"). to participate in radio, television, and other media shows, programs and appearances relating to the University?s multi-media rights contract; carry out endorsement or consultation services relating to the University?s contracts with athletics shoe, equipment. or apparel manufacturers. or endorsement or consultation contracts entered into by the University or the University?s multi- media rights contractor: and perform various public relations. alumni relations. community service, and fundraising services on behalf of the University. Such services shall not unreasonably interfere with Coach?s obligations with respect to games, practices or recruiting, or Coach?s preparation for games or practices. DocuSign Envelope ID: 6E64QBFA-ABD14793-BZCQ-OA881 DCEBFAE . . . . . nal work . Section 2.3. In recogmtron of exemplary athletic performance by the football team and the required therewith, and as an incentive for Coach to assist the football team in achievmg the athletic goals described below, the annual amounts described in the following subsections if earned, the highest goal achieved subsection plus subsection plus subsection A maximum of one (1) of the following (payment based on highest god achieved in this subsection): Appearing in a bowl game 8.33% (ii) Appearing in ?New Year?s Six? bowl game 12% Appearing in the College Football Playo?' 16% Winning the SEC Championship Game 4% Winning the College Football Playoff Championship Game 4% Annual incentive compensation due under this Section 2.3 is calculated by using the applicable percentage listed above in this Section 2.3 multiplied by the of either: (I) the sum of Base Pay and Supplemental Pay; or (2) ?ve hundred thousand dollars ($500,000) pay earned in excess of ?ve hundred thousand dollars ($500,000) shall not be used to determine bonus amounts below). Annual incentive compensation due under this Section 2.3 is subject to all applicable Annual shall be paid by the University on or before March 1 following the conclusion ofthe football season in which the goal was achieved. Annual incentive compensation due under this Section 2.3 shall be earned by and payable to Coach only if Coach is employed as Assistant Football Coach through the completion of the UTK football tearn?s final game (bowl or playo?) of the season for which the incentive compensation was earned. Section 2.4. The University agrees to pay Coach compemation in the amount of Five Thousand Dollars ($5,000) for the performance of services in connection with summer football camps. Such compensation shall be p?d annually on or before July 31. Section 2.5. Pursuant to the courtesy vehicle program of the Athletics Department now in e?'ect or hereafter amended, the University, in its sole discretion as to which option it selects, shall provide Coach with either: (I) one (1) vehicle of a quality, in terms of make and model, similar to vehicles provided to other University coaches, for his personal use; or (2) compensation in the amount of Six Hundred Dollars ($600) per month as a vehicle allowance in lieu of Coach?s participation in the courtesy vehicle program. The University shall be solely responsible for maintaining liability immance coverage on the vehicle. Coach shall be solely responsible for maintaining full compMensive and collision insurance coverage on the vehicle, for paying ?rel costs, and for otherwise complying with the courtesy vehicle program. Coach acknowledges that the value of the vehicle or the amount of a vehicle allowance will be reported as mcome and that Coach shall be responsible for payment of any income taxes associated with the vehicles or a vehicle allowance. Section 2.6. As a regular lull-time employee of the University, Coach is eligible for participation in the same ?inge bene?t programs for which other regular full-time employees are eligible. The Base Pay shall be used to determine bene?ts that are based on salary. Section 2.7. Coach understands and agrees that federal and state law limit the compensation on which the University may males retirement contributions. The University agrees to make the maximum annual amount of retirement contributions allowed by federal and state law for Coach. Retirement contributions shall be made periodically in accordance with the University?s business pmctices. Section 2.8. All compensation under this Article II is subject to all applicable state and federal tax reporting and withholding requirements. ARTIQJ 11] - ERMINATIQE Section 3.1. Termination by University Without Cause Section 3.1.1. In its sole discretion and at any time during the Term, the University may terminate this Agreement without ?cause? (as de?ned in Section 3.2.2 below) trpon written notice to Coach. Ifthe University 2 DocuSign Envelope ID: terminates this Agreement without cause, then the University shall pay Coach liquidated damages in an amount equal to the rate of the sum of Base Pay (Section 2.1) and Supplemental Pay (Section 2.2) times the number of months remaining in the Term, with any part of a month prorated. Payment of the liquidated damages shall be made in equal installments over the remaining Term, subject to all 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 Agreement. Section 3.1.2. If the University terminates this Agreement without cause, then all obligations of the University to Coach under this Agreement omer than the obligation contained in Section 3.1.1 shall cease as of the date of any such termination, and Coach shall be eligible for any post-termination bene?ts applicable to other regular full-time employees who terminate employment with me University COBRA), except payment of accrued and unused annual leave. Payment of the liquidated damages under this Section 3.1 is in lieu of any and all other legal remedies or equitable relief. Upon termination of this Agreement pursuant to this Section 3.1, Coach shall not be entitled to further salary, compensation, bene?ts, perquisites, or any other athletically related income or bene?ts derived by virtue of Coach?s position as Assistant Football Coach from the University other than amounts earned but not yet paid. Notwithstanding the preceding sentence, Coach waives any and all rights toreceivecompemation foraccruedandunusedannual leaveuponterminationofthis Agreementpursuantto this Article Coach understands and agrees that the University?s decision to terminate this Agreement without cause is not subject to any University Rules. Section 3.1.3. The parties have bargained for and agrwd to the liquidated damages provision in this Section 3.1, giving consideration to the fact that termination of this Agreement without cause by the University prior to its expiration may cause Coach to lose certain bene?ts and incentives, supplemental compensation, or other athletically-related compensation associated with Coach?s employment with the University, which damages are extremely di?cult to determine with certainty. The parties further agree that the payment ofsuch liquidated damages by the University and the acceptance thereof by Coach shall constitute adequate and ramble compensation to Coach for any damages and injuries su?'ered by Coach because of such termination by the University. The liquidated damages shall not be, nor be corstrued to be, a penalty. Section 3.1.4. Coach is required to use Coach?s reasonable best efforts to mitigate the University?s obligation to pay liquidated damages under this Section 3.1 by making reasonable and diligent efforts as soon as practicable following termination to obtain another comparable employment or paid services position. Without limiting the typa of positions that are comparable, Coach agrees that the following positions shall be deemed comparable for the purpose of this Section 3.1.4: assistant or head football coach at a college or university; professional footbdl assistant coach, head coach, scout or administrator; athletics administrator or football sta?? member at a college or university; and media commentator or analyst with a national, regional, or local network, broadcast station, cable or satellite company. If, following a termination of this Agreement by the University pursuant to this Section 3.1 Coach obtains any other comparable employment or paid services position prior to the date the Term would have expired, the parties agree that the liquidated damages owed by the University pursuant to Section 3.1 shallbeo??setandreduced gross income received, eitherdirectlyorindirectly, ?om the comparable employment position or other paid services position, which shall base salary or wages, employee bene?ts, endorsement pay, talent fees, consulting fees, honoraria, coaching related publications, speaking engagements, bonuses and other income of any kind whatsoever. Coach shall not strucnue the timing of income in order to avoid Coach?s obligatiom or me reduction of liquidated damages owed by the University under this Section 3.1. As noti?cation of employment, Comb must provide the University a copy of an offer letter or employment contract within fourteen (14) days of obtaining employment. While the University?s obligation to pay liquidated damages is in effect, and for a period of six (6) months thereafter, Coach shallprovide the Universitywith awritten accounting ofall gross income received orearnedbyCoachduring the immediately preceding quarter. In addition, Coach agrees to provide the University with a copy of Coach?s W-2 form for each calendar year. The parties expressly agree that Coach?s obligation to report all gross income to the University shall survive termination of the Agreement under this Section 3.1 for the entire period in which the University?s obligation to pay liquidated damages is in effect, plus an additional period of six (6) months. If Coach fails either to notify the University of Coach?s employment in another comparable employment position or other paid services position or to provide the quarterly written reports of gross income alter the University sends a formal, written request to Coach to do so, then, a?er giving Coach fourteen (14) days' written notice to cure, the University?s obligation to continue paying liquidated damages to Coach shall cease. Section 3.1.5. The automatic termination of this Agreement upon the death or disability of Coach, as 3 DocuSign Envelope ID: provided in Section 3.4 of this Agreement, shall not give rise to a right to liquidated damages pursuant to this Section 3.1. Section 3.1.6. Coach agrees that nothing in this Section 3.1 shall be construed to con?ict with or limitthe University?s rights set forth in any other part of this Agreement. including but not limited to Section 3.2, Article V, and Article Dt. Section 3.2. Termination by University for Cause Section 3.2.1. In addition to the grounds for termination of this Agreement under any other part of this Agreement, including but not limited to Section 3.1, Article V, and Article IX, Coach agrees that the University has the right to terminate this Agreement ?for cause? (as de?ned in Section 3.2.2) under this Section 3.2 at any time prior to its expiration. Section 3.2.2. For purposes of this Section 3.2, the term ?for cause? shall include, but not be limited to, any one or more of the following as determined in the reasomble and good faith judgment of the University: conduct or ornission(s) by Coach, or an individual acting on Comh?s behalf, that constitutes a Level I or Level II violation of one (1) or more Governing Athletic Rules under the current enforcement structure (or a major violation of one (1) or more Governing Athletic Rules under the pro-August l, 2013 enforcement structure), or conduct or omission(s) byCoachthatmore violation of one or more Governing Athletic Rules (or a major violation of one or more Governing Athletic Rules under the pre-August l, 2013 enforcement structtn'e), including but not limited to multiple Level or Level IV violations of Governing Athletic Rules (or, under the pre-August 1, 2013 enforcement structure, multiple secondary violations of Governing Rules), whether or not the conduct or ornission(s) occurred while Coach was employed by the University or during Coach?s prior employment at another NCAA member imtitution; failure of Coach to report to the Athletics Director or Athletics Compliance Of?ce any actual knowledge of or reasonable cause to believe that violations of Governing Athletic Rules or University Rules have been committed or are being committed by Coach or others, whether or not the violation(s) occurred while Coach was employed by the University or dining Coach?s prior employment at another NCAA member institution; failure of Coach to reasonably cooperate with, or maintain the integrity of, a NCAA or University investigation; failure of Coach to reasonably cooperate with the University?s attempts to promote an atmosphere of compliance within the Football program, including without limitation the University?s efforts of monitoring and education of sta?? and student-athletes; failure of Coach to uphold the academic standards of the institution, including without limitation failure to adequately monitor or promote the academic honesty and integrity of student-athletes and prospective student-athletes; conduct or ornission(s) by Coach constituting a prohibited con?ict of interest under University Rules or applicable state law; (3) conduct or ornission(s) by Coach that constitutes material neglect or inattention by Coach to the standards, duties, and monsibilities generally expected of University employees and speci?cally required of Coach under this Agreement; conduct or ornission(s) by Coach that constitutes one or more acts of fraud by Coach in the performance of Coach?s duties and responsibilities under this Agreement; 4 DocuSign Envelope ID: (I) (0) (P) (Q) (S) sale of complimentary tickets or admissions to an athletics event, whether the sale occurred directly through Coach or an individual acting on Coach?s behalf or using Coach a complimentary tickets; conduct or omission(s) by Coach that constitutes the provision by Coach of false, misleading, or incomplete information relevant to the conduct of University business, if Coach knew or should have known the information was false, misleading, or incomplete; counseling or instructing by Coach of any coach, Football sta?? member, current or former student-athlete, student, or person to fail or refuse to respond accurately and ?rlly within a reasonable time to any inquiry or request concerning a nmtter relevant to the athletics programs the NCAA, SEC, the University, or other governing body having supervision over the athletics program of the University, or which shall be required by law, Governing Athletic Rules, or University Rules; criminal conviction of Coach for an act or omission that constitutes either a felony or (ii) a misdemeanor involving moral turpitude (excluding minor traf?c failure by Coach to comply with Tennessee laws regarding me mmdatory reporting of child abuse and/or child sexual abuse; mm by Coach to comply with the University?s policies on sexual assault or other sexual misconduct, dating violence, domestic violence, and/or stalking; prolonged absence by Coach from Coach's duties under this Agreement, without the consent of the Athletics Director; soliciting, placing, or accepting by Coach of a bet or wager on any intercollegiate or professional athletic contest whether through a bookmaker, a pool, or any other person, means, or method, or permitting, encouraging, or condoning such acts by any person under Coach?s control or authority, including without limitation a student-athlete; ?nnishing by Coach of information or data relating in any manner to Football, or any other sport, or any student-athlete, to any individual known by Coach to be, or whom Coach should reasonably know to be, a gambler, better, orboolanaker, or an agent of any such person, or the consorting or associating by Coach with such person; failure by Coach to fully cooperate in the enforcement and implementation of any drug testing program established by the University, we SEC, the NCAA, or any other governing athletic body, for student-athletes; conduct or omission(s) by Coach which re?ects adversely on the University or its athletics program by placing the program in a negative, public light that is inconsistent with prevailing social norms in Knoxville; gross misconduct by Coach, as de?ned by University personnel policy now in effect or hereafter adopted by the University. ?Gross misconduct? is currently de?ned by University personnel policy to include the following: theft or dishonesty; gross insubordination; willful destruction of University property; falsi?cation of records; acts of moral tnrpitude; reporting for duty under me in?uence of intoxicants; illegal use, manufacture, possession, distribution, or dispensing of controlled substances or alcohol; disorderly conduct; provoking a ?ght; and other similar acts involving intolerable behavior by the employee; or any other material breach by Coach of Coach?s duties or responsibilities under this Agreement if. in the University's reasonable and good faith judgment, the breach is capable of being 5 DocuSign Envelope ID: by the University wecifying the nature of the breach; or (ii) in the University?s reasonable and good faith judgment, the breach is not capable of being cured. Section 3.2.3. The grounds for termination contained in Section 3.2.2 are separate and independent grounds for termination, and one ground for termination shall not be interpreted in any manner to modify, explain, or restrict any other ground for termination provided for anywhere in this Agreement. Section 3.2.4. In its sole discretion, the University may suspend Coach with pay pending an investigation or decision relating to termination for cause under this Section 3.2. Section 3.2.5. Upon termination of this Agreement for cause, Coach shall not be entitled to ?rrther salary, compensation, bene?ts, or perquisites hour the University other than amounts earned but not yet pard. Notwithstanding the preceding sentence, Coach waives any and all rights to receive compensation for Coach?s accrued and unused annual leave. Section 3.2.6. For any one or more acts, omissions, or events that could he grormds for termination for cause tmder this Section 3.2, the University may take other disciplinary or corrective action against Coach short of terminating this Agreement. Other disciplinary or corrective action may include, but is not limited to, one or more of the following: written reprimand; suspension with pay; suspension without pay; or reassignment to a position that does not involve contact with prospective or enrolled student-athletes or representatives of the University?s athleties interests. No such disciplinary or corrective action shall be construed to con?ict with or limit the University?s right to terminate this Agreement during or subsequent to such disciplinary or corrective action. The University shall have no obligation to use progressive discipline. Any University decision to utilize progressive discipline shall not create any future obligation on the University to IT ive i? . line. Section 3.2.7. Prior to the e??ective date of termination of Coach?s employment or suspension of Coach without pay under this Section 3.2, the University shall afford Coach notice and a reasonable opportunity to meet with the Athletics Director and a sta?? member designated by the University?s Human Resomces department, to respond to the proposed termination or suspension. If me University terminates Coach?s employment or suspends Coach for a period of time without pay under this Section 3.2, the University shall a?'ord Coach a post- termination or post-suspension opportunity to contest the University?s action in accordance with the University?s rules forconducting contested case proceedings under the Temessee Uniform Administrative Procedures Act, Tennessee Code Annotated 4-5-30] et seq. Section 3.2.8. In its sole discretion, the University may elect to terminate this Agreement for cause under this Section 3.2 but o??er Coach condoned employment with or without a new employment agreement. Section 3.2.9. Coach agrees that nothing in this Section 3.2 shall be construed to con?ict with or limit the University?s rights set forth in any other Article of this Agreement, including but not limited to Section Article V, and Article DK. Section 3.3. Termination by Coach Section 3.3.1. Coach shall have the right to terminate this Agreement at any time without cause. In the event Coach elects to terminate this Agreement with more thanone yearremaining in the Term, Coach shall pay liquidated damages to the University in an amount equal to 33% of the total comensation (calculated as Base Pay (Section 2.1) plus Supplemental Pay (Section for the entire Contract Year during which the termination occurs. In the event that Coach elects to terminate this Agreement with less than one (1) year remaining in the Termbutpriortothe UTK football team?s ?nal to the University in the amount of $50,000. However, Coach shall not owe University any liquidamd damages in me event he terminates this Agreementto acceptapositionasDefensive responsibilities or a Head Coach at the collegiate or professional level. Payment of the liquidated damages shall be made within sixty (60) days of the date of the termination of this Ageement. This obligation shall sin-vive the termination of this Agreement and shall continue in full force and e??ect for all purposes notwithstanding the termination of this Agreement. Payment of the liquidated damages is in lieu of any and all other legal remdies or equitable relief. Upon the termination of this Agreement by Coach, 6 DocuSign Envelope ID: Coach waives any and all rights to receive compensation for Coach?s accrued and unused annual leave. The liquidated damages may be waived by the Univers'ty in writing signed by Athletics Director and either the The waa. amaze-.. mach. Nothing in this Section 3.3 shall be construed to require payment of liquidated damages as a result of automatic termination pursuant to Section 3.4. Section 3.3.2. The parties have bargained for and agrwd to the liquidated damages provision in Section 3.3.1, giving consideration to the fact that Coach?s promise to work for the University for the entire Term rs an essential consideration in the University?s decision to employ Coach as Assistant Football Coach and the fact that the University will commit substantial ?nancial resources to the success of the football program and that If Coach terminates Coach?s employment with the University, the University will suffer damages the amount, nature, and extent of which are di?cult to determine and which may include, but not be limited to, additional expenses to search for another Assistant Football Coach, salary or other compensation to hire another Assistant Football Coach, and tangible and intangible detriment to the football program of the University and support of its fans and donors. Accordingly, Coach acknowledges and agrees that the amount of liquidated damages set forthin Section 3.3.1 isareasonable and fairapproximationoftheharm event of such termination by Coach The liquidated damages shall not be, nor be construed to be, a penalty. Section 3.3.3. Coach shall notify the Head Coach in the event Coach has any direct or indirect contact with or from any entity, or agent or representative of the entity?s athletics interests, regarding potential employment by or with another college or university or football entity. Section 3.4. Termination upon Death or Disability of Coach Section 3.4.1. This Agreement shall terminate automatically upon the death of Coach, and all salary, compensation, bene?ts, and perquisites shall terminate as of the calendar month in which death occurs, except that the executor or administrator of Coach?s estate or other bene?ciary speci?cally designated in writing shall be paid any death bene?ts due Coach under any University Rules now in effect or hereafter adopted by the University. Section 3.4.2. This Agreement shall terminate automatically if Coach becomes disabled. ?Disabled? shall mean physical or mental incapacity of a untrue that prevents Coach, in the reasonable and good faith judgment of the University, from performing an essential ?rnction of the position of Assistant Football Coach for a paiod (120) consecutivecalendardays. disabled as de?ned under this Section 3.4.2, all salary, compensation, bene?ts, and perquisites shall terminate, except that Coach shall receive: any disability bene?ts to which Coach is entitled mder any disability program in which Coach is enrolled; and compensation for his accrued and unused annual leave. @11ng IV - DUTIES Section 4.1. Subject to the other provisions of this Agreement, Coach shall devote Coach's full time, skill, and attention to the performance of the duties of Assistant Football Coach. Coach shall report directly to the Athletics Director or a designee of the Athleties Director. Coach?s duties as Assistant Football Coach shall without limitation: Leading, supervising, evaluating, recruiting, training, promoting, and coaching the University?s football team and a respective group of position players therein, at the direction of the Head Football Coach; Supporting the University?s educational mission by maintaining an environment in which the pursuit of higher education is a priority as re?ected by student-athletes? class attendance, grade point averages, graduation rates, and NCAA Academic Progress Rates; Achieving and maintaining a high level of intercollegiate competitive performance; Performing Coach?s duties and personally comporting oneself at all times in a manner consistent with good sportsmanship and in accordance with the high moral, ethical, and academic standards of the University. At all times, Coach shall exercise due care that all employees and students trader Coach?s or subject to Coach?s direct or indirect control, comport themselves in a like manner; 7 DocuSign Envelope ID: Becoming knowledgeable of and complying with any and all Governing Athletic Rules and University Rules, to which Coach acknowledges Coach has access; Aseontemplated by Governing Athletic Rules, assistingthehead coachinpromotingandmaintaining institutional control over every aspect of the Football program; promoting and maintaining an atmosphere of compliance with Governing Athletic Rules and University Rules within the Football program; monitoring all employees who report directly or indirectly to Coach, and students under Coach?s supervision, and taking other reasonable steps to ensure that such persons know and strictly comply with Governing Athletic Rules and University Rules including, but not limited to, requiring them to attend compliance education sessions, encouraging them to seek interpretations as necessary, taking compliance into account when evaluating their performance, and applying appropriate disciplinary measures in the event of a violation; Monitoring all aspects of prospective student-athlete recruiting for which Coach is responsible, including but not limited to recruiting contacts, evaluations, o?cial visits, telephone calls and other communications, and any travel-related activities of prospective student-athletes and the football program?s coaching staff, and reporting them in the appropriate compliance so?ware or tracking system; 01) Reporting immediately to the Athletics Director or the Athletics Compliance Of?ce any actual lmowledge of or reasonable cause to believe tint one or more violations of Governing Athletic Rules or University Rules have been committed or are being committed by Coach or others; Cooperating fully with and maintaining the integrity of any investigation of any aspect of the football program or the intercollegiate athletics program, whether by the NCAA, the SEC, or the University; Working cooperatively with the Athletics Compliance O?ce on compliance matters and Governing Athletic Rules education; Maintaining and cultivating e??ective working relations with governing boards, associations, conferences, committees, alumni, the media, the public, students, faculty, sta??, the Thornton Student Life Center, and friends of the University; (1) Performing me duties of a Campus Security Authority under the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act; . Performing other duties as described elsewhere in this Agreement; Performing other duties ordinarily associated with and performed by an Assistant Football Coach at a major university that participates in intercollegiate football competition at the NCAA Division I Football Bowl Subdivision level; and (0) Performing other reasonable duties as may be assimd by the Head Football Coach, Athletics Director and/or Athletic Director?s designee ?om time to time. Section 4.2. Coach recognizes and acknowledges the importance of the maintenance and observance of the principles of institutional control as contemplated by Governing Athletic Rules over every aspect with which Coach is charged in me football program. Coach agrees to recognize and respect the organizational structure ofthe University in the execution of Coach?s duties under this Agreement. Section 4.3. Coach recognizes that the primary mission of the University is higher education. Coach also recognizes that a student-athlete may be declared not eligible for competition: for academic reasons; (ii) because the University believes the student-athlete would not be an appropriate representative of the University; because the University behaves that the student-athlete is not eligible according to Governing Athletic Rules; and/or (iv) under University Rules. Coach agrees that such action by the University shall not be considered a breach of this Agreement. Section 4.4. Coach shall receive payment and/or reimbursement for reasonable and necessary preapproved expenses mom-red in connection with the performance of Coach?s duties, including but not limited to travel, subject to applicable 8 DocuSign Envelope ID: University Rules and Governing Athletic Rules. ARTICLE - EMENT OF RUL Section 5.1. Coach agrees that the University, as a member of the NCAA, is required to apply and enforce certain Governing Athletic Rules with rewect to all institutional sta??members through appropriate disciplinary or corrective action and is further required by NCAA Bylaw 11.2.1 and SEC Bylaw 19.8 to include the following stipulation in this Agreement: If Coach is found in violation of Governing Athletic Rules or responsible for another person?s violation of Governing Athletic Rules, Coach shall be subject to disciplinary or corrective action as set forth in the provisions of the NCAA enforcement procedures, Article 4 of the SEC Constitution, and/or SEC Bylaw 19.8, including but not limited to suspension without pay or termination of employment for signi?cant or repetitive violations, whether the violation(s) occurred while Coach was employed by the University or during prior employment at another NCAA member institution. For the purposes of this Agreement, the phrase ?signi?cant or repetitive violations? shall mean any Level I or Level violation of one or more Governing Athletic Rules (or, under the pro-August l, 2013 enforcement structure, a major violation of one or more Governing Athletic Rules) or multiple Level or Level IV violations, whether the violation was committed by Coach or an individual who was under Coach?s direct or indirect supervision or direction or subject to Coach?s control or authority and the University determines in good faith that Coach failed to take reasonable steps to prevent such violations or condoned such violations by the individual under his direct or indirect supervision or subject to his control or authority, or in connection with a Football program with which Coach has been associated if Coach has been found responsible. Section 5.2. Coach agrees that a ?nding by the NCAA Committee on Infractions (or, if appealed by the University, bytheNCAA Infractions Appeals Committee), oran agreed-on ?nding approved bytheNCAA Committee on In?actions in the course of a summary disposition, that Coach has engaged in or condoned a Level I or Level II violation of one or more Governing Athletic Rules (or, under the pre-August 1, 2013 enforcement structure, a mm?or violation of one ormore Governing Athletic Rules), or is responsible for another person?s Level I or Level II violation(s) of Governing Adriatic Rules (or, under the pre-August l, 2013 enforcement structure, a major violation of one or more Governing Athletic Rules), shall constitute a material breach of this Agreement that is not capable of being cured, and the University, in its sole discretion, may elect to terminate this Agreement, suspend Coach without pay, or take other disciplinary or corrective action against Coach as set forth in the provisions of the NCAA enforcement procedures upon daysofthe the University, by the NCAA In?'actiom Appeals Committee) or the NCAA Committee on In?ections' approval of the agrwd-on ?nding, whether the violation(s) occurred while Coach was employed by the University or during prior employment at another NCAA member institution. Section 5.3. Coach agrees tocomply with any penalty and/or the SEC pursuanttoGoveming Athle?c Rules, following the exhaustion of any available appeals by Coach, including but not limited to, SEC Bylaw 4.4.3. Any ?ne imposed personally on Coach by the NCAA and/or the SEC shall be the sole responsibility of Coach. In addition to the University?s rights under Section 5.1, Section 5.2, or any other Section of this Agreement, if the NCAA or SEC suspends Coach from coaching in one (1) or more games, then the University may impose a ?nancial penalty on Coachin theamount of$5,000 foreachgame forwhich Coach issuspended. TheUniversityshall impose a?nancial penalty for a game suspension under this Section 5.3 by withholding and deducting the amount of the ?nancial penalty from Coach?s paycheck for the month in which the game is played. This obligation shall survive the termination of this Agreementandshallcontinue infull forceandeffect forall theterminationofthisAgreement. Section 5.4. Upon termination of this Agreement pursuant to this Article V, Coach shall not be entitled to furmer salary, compensation, bene?ts, or perquisites ?'om the University other than amormts earned but not yet paid. Notwithstanding the preceding sentence, Coach waives any and all rights to receive compensation for accrued and unused annual leave upon termination of this Agreement pursuant to this Article V. Section 5.5. In its sole discretion, the University may elect to terminate this Agreement for cause under this Article but offer Coach continued employment with or without a new employment agreement. Section 5.6. Prior to implementing any disciplinary or corrective action as contemplated by this Article against Coach based on a ?nding by the SEC, NCAA Committee on In?actions, or, if appealed, the NCAA In?'actions Committee, the University shall afford Coach notice and a reasonable opportrmity to meet with the Athleties Director and the Human Resources Officer for the Athleties Department to respond to the proposed disciplimry or corrective action. Coach voluntarily waives all rights to a post-termination or post-suspension oworumity to contest a termination or 9 DocuSign Envelope ID: suspwsion without pay pursuant to this Article under University Rules and the Tennessee Uniform Administrative Procedures Act. Tennessee Code Annotated 4-5-30] et seq. Section 5.7. Coach shall forfeit and repay to the University all incentive compensation paid to Coach pursuant to Section2.3 ifanygoal the SEC,ortheNCAA,orifthe football program is subsequently placed on probation by the NCAA (or by me University, if the self-imposed) for violations that occurred in whole or in part during a year for which Coach was awarded incentive compensation and the violation related to misconduct by Coach or a person under Coach?s direct or indirect supervision or direction or subject to Coach?s control violations or condoned such violations by the individual under his direct or indirect supervision or subject to his control or authority.. This obligation shall apply regardless of whether the University terminates this Agreement or Coach?s employment. This obligation shall survive the termination of this Agreement and shall continue in full force and e?'ect for all purposes notwithstanding the termination of this Agreement. Section 5.8. Coach shall indemnifythe University including attorney?sfees, in an amount not to exceed Twenty Five Thousand Dollars incurred by the University as a direct result of any investigation or proceeding resulting in a ?nding by the University or by the NCAA Committee on Infractions (or, if appealed by the University, by the NCAA Infractions Appeals Committee) that Coach has engaged in or condoned a Level I or Level II violation of one or more Governing Athletic Rules or multiple Level or Level IV violations (or, under the pre-August l, 2013 enforcement strucmre, a major violation of one or more Governing Athletic Rules or multiple secondary violations of one or more Governing Athletic Rules); or a person under Coach?s supervision or subject to Coach?s direct or indirect control has engaged in or condoned a Level I or Level II violation of one or more Governing Athletic Rules or multiple Level or Level IV violations (or, under the pre-August l, 2013 enforcement structure, a major violation of one or more Governing Athletic Rules or multiple secondary violations of one or more Governing Athletic Rules), if Coach knew or should have known about the violation(s) with reasonable diligence. Any amounts payable by Coach under this Section 5.8 shall be paid within sixty (60) days after written notice ?om the University that such amounts are owed. This obligation shall apply regardless of whether the University terminates this Agreement or Coach?s employment. This obligation shall survive the termination of this Agreement and shall continue in terminationofthisAgreement. Section 5.9. Nothing in this Article shall be construed to con?ict with or limit the University?s rights set forth in any other part of this Agreement, including but not limited to Article and Article IX. AR - Section 6.1. Outside Income Section 6.1.1. Coach understands and agrees that Coach shall receive the prior written approval of the Athletics Director and the Chancellor for all athletically-related income and bene?ts (not to be unreasonably withheld or delayed) from sources outside the University. Sources of such income and bene?ts shall include, but are not limited to, income and bene?ts from: annuities; sports camps; housing bene?ts (including preferential housing arrangements); country club memberships; complimentary tickets; television, radio, and other media programs; endorsement or consultation contracts with athletics shoe, apparel, or equipment manufacturers; and any other outside activities described in Section 6.2. Section 6.1.2. Coach shall submit an annual written detailed report of all athletically related income and bene?ts from sources outside the University to the Chancellor, through the Athletics Director, on or before August 1 of each year, consistent with the Athletics Department?s collection of this information ?'om other employees. the information contained in such report. Section 6.2. Outside Activities Section 6.2.1. Coach understands and agrees that all football camps conducted at University facilities shall be operawd through the University and in accordance with Governing Athletic Rules and University Rules, and that all compensation for coaches and start? shall be paid through the University's payroll or its disbursement voucher system. Coach may use the University?s name and logo in connection with any football camps or clinics Coach conducts at University facilities with prior written approval ?'om the Athleties Director or his designee. IO DocuSign Envelope ID: Section 6.2.2. Coach shall not, by any statements or appearances on television, on radio, in newspapers, or in magazines or other published media or any promotional material, personally or o?cially endorse, promote, or advertise for commercial purposes any product or service unless prior written approval has been granwd by the Head Football Coach, Athletics Director and the Chancellor in accordance with Article VI, Section 6.1.1 of this Agreement (said approval not be unreasonably withheld or delayed), and by the University?s multi-media rights partner as contemplated by the University?s agreement with the University?s multi-media rights partner. th shall also meive annual prior written approval ?rm the Head Football Coach, Athletics Director and the Chancellor for any use, directly or by implication, of the University's name, logo, or other University trademark limitations arising out of any University contracts with third parties concerning media rights or the endorsement, promotion, or advertisement of commercial pmducts or services, Coach may undertake commercial endorsements in which Coach is identi?ed as the Assistant Football Coach. Coach shall include all income and bene?ts derived from such endorsement activities in the report ofall athletically-related income and bene?ts Coach must ?le annually in accordance with Article VI, Section 6.1.2 of this Agreement. All such endorsements shall cease at the termination of Coach?s employment as the Assistant Football Coach. Section 6.2.3. Coach may serve on corporate boards of directors or enter into personal service contracts for outside employment services, provided prior written approval of the Head Football Coach, Athletics Director and the Chancellor of the University is received and all income and bene?ts are reported annually in accordance with Article VI, Section 6.1; such activities do not interfere or con?ict with Coach?s duties at the University or contracts entered into by the University or the University?s multi-media rights contractor; University activities are conducted in accordance with Governing Athletic Rules. Section 6.2.4. The University ?rmer agrees that Coach may write for publications md speak before public gatherings, provided said writings and speeches are made in the same professional way and manner expecmd of any member of me administrative staff of the University. The Universityexpressly agrees that anycompensation received for such speeches and writings by Coach in the form of honoraria, royalties, and the like may be retained by Coach in addition to compensation set forth herein; provided, however, tint if the University reimburses Coach or otherwise pays for travel or other expenses associated with the receipt of an honorarium, the honorarium shall be remitted in hill to the University. Section 6.2.5. Coach understands and agrees that the University has no responsibility or liability for any claim arising out of Coach?s performance of the activities described in Section 6.2 or for any other activity outside the scope of Coach?s University employment. In no event shall Coach usurp any corporate opportunities of me University or engage in an activity involving a con?ict of interests with Coach?s University duties. Outside activities are independent of Coach?s employment with the University, and the University shall have no responsibility or liability for any claims arising from Coach?s outside activities. In undertaking outside activities, Coach?s independent, individual capacity and not as an agent, employee, and/or other representative of the University. ARIICLE VII - Section 7.1. Coach grants the University the right during the Term to use, and the right to grant to others use of, Coach?s name, nickname, initials, autograph, facsimile signature, voice, video or ?lm portrayals, photographs, likeness, image, or facsimile image in any manner in connection with any radio, television, and other media shows, programs and appearances, or in connection with any contracts, endoment agreements, sponsorship agreements, or similar arrangements entered into by the University or the University?s-multimedia rights partner. Section 7.2. Coach covenants and agrees that the University retains, owns, and controls all intellectual property and media rights relating to the University?s football program and Athletics Department, including but not limited to all television, radio, interact, and any other form of written or electronic media now known or develOped in the future relawd to the University?s Football program and Athletics Department, whether produced by the University or through a third- party. Coach ?rrther covenants and agrees that the University shall have the exclusive right to designate the mdia rights and intellectual property holder for all forms of media created during the Term. 11 DocuSign Envelope ID: Section 7.3. Coachcovenantsandagrees that, upon termination ofthis Agreement, the right to continue through completion any contracts, endorsement agreements, sponsorship agreements, or similar arrangements that were entered into during the Term and which contain Coach?s name, nickname, initials, autograph, facsimile signature, voice, video or ?lm portrayals, photograph, likeness, image, facsimile image, biographical information, or endorsement. Coach shall have no further right to any compensation for any such continued use by the University unless expressly provided in this Agreement. Section 7.4. Coach covenants and agrees that, upon termination of this Agreement, the University shall have the right, but not the obligation, to continue to use, and to authorize, license, or grant any sponsor, mamrfacurrer, media rights Athletics Department, or Coach?s employment that were created or produced during the Term, notwithstanding the fact that such intellectual property or media rights may contain Coach?s name, nickname, initials, autograph, facsimile signature, voice, video or ?lm portrayals, photographs, likeness, image, ?acsimile image, biographical information, or endowment. Coach shall have no further right to any compensation for any such continued use by the University unless expressly provided in this Agreement. Section 7.5. Except as otherwise provided in this Agreement, Coach shall retain all rights in and to Coach?s name and endorsement. Upon termination of this Agreement, the University shall have no further right to we continued or future use of Comh's name or endorsement, except as provided in this Article VII. Section 7.6. The rights and obligations described in this Article VII shall survive the termination of this Agreement ON FRE Section 8.1. The ?nancial consequences of the termination of this Agreement pursuant to Section 3.1, Section 3.2, Section 3.4, Article V, and/or Article are exclusively set forth in this Agreement. In any instance of a termination of this Agreement pursuant to Section 3.1, Section 3.2, Section 3.4, Article V, and/or Article IX, except as expressly provided forinthisAgreement, theUniversityshallhaveno liabilitywhatsoeverto Coach, norshallCoachbe entitledtoreceive, and Coach hereby waives and releases any and all claims that Coach or his personal representatives may have against the University, its trustees, o?cers, employees, or agents, and their respective successors, heirs, and assigns for: payment of ?inge bene?ts; accrued and unused annual leave; the amounts payable under Article II or any other athletically related income or bene?ts derived by virtue of Coach?s position as the Assistant Football Coach; any direct or consequential damages by reason of any economic loss, including, but wimout limitation, loss of outside or collateral business income or opportunities, talent fees, earning capacity, incentive and supplemental income, bene?ts, or perquisites; and/or alleged humiliation or defamation resulting from the fact of termination or suspension, the public announcement thereof, or the University?s release of information or docmnents required by law. Coach eclmowledges shall have no right to occupy the position of the Assistant Football Coach and Coach?s sole remedies are provided for in this Agreement and shall not extend to injunctive relief. Section 8.2. The ?nancial consequences of the termination of this Agreement pursuant to Section 3.3.1 are exclusively set forth in this Agreement. In any instance of a termination of this Agreement pursuant to Section 3.3.1, except as expressly provided for in Section 3.3.1, Coach shall have no liability whatsoever to University, nor shall University be entitled to receive, and University hereby waives and releases any and all claims that University may have against the Coach, said claims to include, without limitation, claims for: any direct or consequential damages; and/or alleged reputational damage, humiliation or defamation resulting from the fact of such termination, the public announcement thereof; or Coach?s release of information or documents required by law. Nothing herein shall limit or decrease Coach?s liability to University for intentional torts, criminal acts, or ?audulent conduct or omissions. CLE - A RIAL UC ENT AND VATI Section 9.1. As a material inducement to the University to execute and perform this Agreement, Coach represents and warrants me following to the University: 12 DocuSign Envelope ID: Coach did not knowingly misrepresent material information, knowingly withhold material information, or knowingly provide incomplete or false material information during the University?s process of interviewing and hiring Coach; Coach has disclosed to the University all material information known to him concerning previous NCAA, conference, or institutional rules violations or potential violations committed by him or any person under his direct or indirect control at any other NCAA member institution prior to the date on which he executed this Agreement; Coach has no knowledge of or reasonable cause to believe there exists an unreported violation or potential violation of any Governing Athletic Rules or University Rules committed by any assistant coach, staff member, or any other person acting to bene?t the footbw team, prior to the date on which Coach executed this Agreement; Coach has not knowingly furnished the NCAA or the University with false, misleading or incomplete information concerning Coach, any assistant coaches?, any staff mernbers? or supporters? involvement in or knowledge about matters relevant to a possible violation of an NCAA regulation or University Rule when requested to do so by the NCAA or the University, whether or not the possible violation occurred while Coach was employed by me University or during prior employment at another NCAA member institution; Coach is not restricted ?'om entering into this Agreement by any con?icting obligations to another au?ority, person, body, or entity; and Coach has never been convicted of a criminal act that constituted either a felony or (ii) a misdemeanor involving moral turpitude (excluding minor na?c offenses). Section9.2. breach of this Agreement that is not capable of being cmed, and the University in its sole discretion may elect to termimte this Agreement upon written notice to Coach. In its sole discretion, the University may elect to terminate this Agreement for cause under this Article IX but continue Coach?s employment, with Coach?s agreement, with or without a new employment agreement. Coach voluntarily waives all rights to a post-termination opportunity to contest a termination pursuant to this Article IX under University policies and the Tennessee Uniform Administrative Procedures Act, Tennessee Code Annotated 4-5-30] et seq. Section 9.3. Upon termination of this Agreement pursuant to this Article DC, Coach shall not be entitled to further salary, compensation, bene?ts, or perquisites ?'orn the University other than amounts earned but not yet paid. Notwithstanding the preceding sentence, Coach waives any and all rights to receive compensation foraccrued andunused annual leave upon termination of this Agreement pursuant to this Article IX. Section 9.4. Coach agrees that nothing in this Article Di shall be construed to con?ict with or limit the University?s rights set forth in any other Article of this Agreement, including but not limited to Article and Article V. The following words, terms, or phrases, when used in this Agreement, shall have the following meanings: Section 10.1. ?Contract Year? means the year beginning on March 1 of one year and ending on the last day of February of the following year. Notwithstanding the foregoing, the ?rst Contract Year in this Agreement means the period beginning on March 1, 2016 and ending on February 28, 2017. Section 10.2. ?Governing Athletic Rules? shall mean: any and all present or future legislation, rules, regulations, directives, written policies, bylaws, and constitutions, and of?cial or authoritative interpretations thereof, and any and all amendments, supplements, or modi?cations thereto, promulgated by the National Collegiate Athletic Association or the Southeastern Conference or any successor of such association or conference, or by any other athletic conference or governing body hereafter having regulatory power or authority relating to the University?s intercollegiate athletics program; and (2) any and all state or federal laws or regulations regulating college athletics, l3 DocuSign Envelope ID: coaches, sta?', student-athletes, or competition. Section 10.3. shall mean the National Collegiate Athletic Association and its successors and assigns. Section 10.4. shall mean the Southeastern Conference and its successors and assigns, or any other athletic conference of which the University may be a member. Section 10.5. ?University? shall mean The University of Tennessee and its campus located in Knoxville, Tennessee. Section 10.6. ?University Rules? shall mean any and all present or ?rtrne policies, procedures, rules, regulations, and guidelines of the University, including but not limited to policies of the Athletics Department. ARTICLE XI - M?Mml? Section 1 1.1. This Agreement contains the complete agreement between the parties concerning Coach?s employment as an Assistant Football Coach. Neither party has made any representation with respect to the subject matter of this Agreement not speci?cally included in this Agreement, nor has either party relied on any such representation in entering into this Agreement. Section 11.2. This Agreement may only be modi?ed by a writing signed by Coach and the Athletics Director, Chancellor, and the Chief Financial Of?cer of the University. Section 11.3. The invalidity of any portion of this Agreement shall not and shall not be deemed to a??ect the validity ofanyotherprovision. In the event anyprovision ofthis Agreement is held to be invalid, the parties agree that the to the expungement of the invalid provision. Section 11.4. Coach acknowledges that no policy or procedures manual. faculty or staff handbook, cause of conduct, practice, award, commendation, promotion, transfer, or length of service creates any express or implied contract modifying any pm of this Agreement. Section 11.5. This Agreement shall be interpreted in accordance with Tennessee law. Sec?on 11.6. The captions of the various provisions contained in this Agreement are not a part of this Ayeement and shall not be deemed in any manner to modify, explain, enlarge, or restrict any of the provisions of this Agreement. Section 11.7. Any notice required or permitted to be given under this Agreement shall be su?icient if given in writing and either delivered in person, sent by United States mail, with ?rst class postage prepaid, sent via electronic mail,or(d) sentbyanationallyrecognind deliveryservice. delivered in person, placed in the United States mail, (0) sent via electronic mail, or placed with a nationally recognized delivery service. Notice to Coach shall be sent to Coach's campus of?ce or to Coach?s University-provided e-mail account(s). Coach shall notify me Athleties Director of any change in the name or address of the person to whom a duplicate copy of notice shall be sent. Notice to the University shall be delivered to the Athletics Director at the Athletic Director?s campus o?ice. Section 11.8. All documents, ?les, records, materials (in any format, including electronically stored information), equipment, or other property, including wimont information, personnel records, recruiting records, team information, athle?c equipment, ?lms, videos, statistics, keys, credit cards, laptop computers, so?ware programs, and electronic communication devices, ?rmished to Coach by the University or developed by Coach at the University?s direction or for the University?s use or otherwise in connection with Coach's employment with the University are and shall remain the sole and con?dential property of the University. Within three (3) days of the expiration or termination of this Agreement, Coach shall, upon initiation by the University, complete the University?s exit procedure, including returning all University property in Coach's possession. The foregoing provisions shall not apply to Coach's personal notes, personal playbooks, memorabilia, diaries, and similar personal records of Coach, which Coach is entitled to retain. Section.11.9. Upon the expiration or earlier termination of this Agreement for any reason, Coach agrees that the withhold the amount of any indebtedness owed to the University by Coach, in accordance with the procedures described 14 DocuSign Envelope ID: in University Human Resources Policy 0515. Section 11.10. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force andeffectas ifno forbearance orwaiverhadoccurred. Section 11.11. It is expressly agreed that nothing contained in this Agreement shall be construed to constitute a waiver or relinquishment by the University of any rights to claim such exemptions, privileges, and immunities as may be provided by law. Section 11.12. Coach agrees to be responsible for the payment of any and all taxes due on any and all compensation or bme?ts provided by the University. Coach agrees to defend, indemnify, and hold harmless the University, its trustees, o?cers, employees, or agents, and their respective successors, heirs, and assigns from any and all claims or penalties asserted against them for any failure to pay taxes due on any compensation or bene?t provided by the University pursuant to this Agreement or otherwise in connection with Coach?s employment. Coach expressly acknowledges that the University has not made, nor herein makes, any representation about the tax consequences of any consideration provided by the University to Coach pursuant to this Agreement or otherwise in connection with Coach?s employment. Section 11.13. This Agreement shall be binding upon the parties and their respective successors, assigns, heirs, and persoml and legal representatives, but Coach may not assign, pledge, or encumber Coach?s rights, interests, or obligations under this Agreement. Section 11.14. Each party hereto shall be viewed as an equal participant to the drafting of this Agreement, and each Section 11.15. Coach acknowledges that Coach has read and understands this Agreement and agrees its provisions are reasonable and enforceable and that Coach will abide by them. Section 11.16. This Agreement shall not be binding on the University until signed by the Chancellor and the University?s Chief Financial O?ccr. Coach expressly acknowledges that the Athletics Director does not have authority to bind the Emmy wit]: respect to this Agreement, any amendment of this Agreement, or Coach?s employment as the Assistant 00 Coac Section 11.17. This Agreement may be executed and delivered in any number of counter-pm each of which when same Agreement TURE PAGE 15 DocuSign Envelope ED: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates shown below. THE UNIVERSITY OF TENNESSEE CHARLTON WARREN I ave Hart Vice Chancellor and Director of Athletics 1/ Date DocuSlgnedby: Winter 1/23/2017 11:49:36 CST Date QM fS CW G. Che?cmnce?or mm I Chief Financial Of?cer 16