MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into between THE UNIVERSITY OF TENNESSEE ("University"), a public educational corporation of the State of Tennessee, for and on behalf of The University of Tennessee, Knoxville ("UTK") and its Athletics Department, and CHRIS WEIN KE ("Coach"), and records the agreement of the University and Coach as to the principal terms and conditions under which the University shall employ Coach and Coach accepts employment as an Assistant Football Coach for UTK. This MOU constitutes a binding agreement between Coach and the University, subject to the execution of a formal Employment Agreement, which shall not be inconsistent in any material way with this MOU, and cancels and supersedes all prior existing oral and written agreements between the University and Coach. In consideration of the mutual promises contained herein, the parties agree as fol lows: 1. TERM, DUTIES & AUTHORITY: Coach shall be employed as Assistant Football Coach from February 15, 2018 through January 31, 2020 {"Term"), with the duties and authority ordinarily associated with an assistant football coach at a majo r university that participates at the NCAA Division I FBS level. 2. COMPENSATION & BENEFITS (ALL SUBJECT TO APPLICABLE STATE AND FEDERAL LAWS; DOLLARS STATED IN GROSS AMOUNTS; PARTIAL MONTHS/YEARS PRORATED): The University shall provide Coach with the following compensation and benefits: (i) Annual base compensation of $350,000 ("Base Pay"). Annual supplemental compensation of $_0_ _ payable from income earned by the University under various broadcast, endorsement and/or consultation contracts ("Supplemental Pay"). (iii) Annual incentive compensation for athletic achievements as provided in Exhibit A, which is incorporated herein by reference. (iv) Either a monthly vehicle allowance of $600 or one (1) vehicles of a quality, in terms of make and model, similar to vehicles provided to other University assistant coaches, for Coach's personal use. The University shall be solely responsible for maintaining liability insurance coverage on the vehicle. Coach shall be solely responsible for maintaining full comprehensive and collision insurance coverage on the vehicle, for paying fuel costs, and for otherwise complying with the courtesy vehicle program. {v) A one-time moving allowance up to $35,000 in accordance with University rules and Athletics Department policy. (vi) Annual compensation of $5,000 for summer football camp services. {vii) Complimentary home football tickets in accordance with Athletics Department policy. (viii) Coach shall be included in the University's athletic play/practice insurance coverage. Coach shall be eligible for participation in the same fringe benefit programs for which other regular full-time employees are eligible. The University shall not be required to compensate Coach for his accrued and unused annual leave upon the termination of his employment for any reason. Coach shall be entitled to the maximum annual amount of retirement contributions by the University allowed by federal and state law. {ii) 3. TERMINATION FOR CAUSE BY UNIVERSITY: The University has the right to 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, "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 be generally consistent with, but not limited to, those included in the most recent head coach employment agreement, excluding a memorandum of understanding, executed 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 benefits 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 suspension without pay (said suspension not to exceed 90 days). Prior to any final determination regarding a possible termination for "cause," then 1 the University shall afford Coach notice and an opportunity to meet with the Vice Chancellor and Director of Athletics to respond to any allegations or proposed termination. Coach voluntarily waives all rights to a post-termination opportunity to contest a for-cause termination, including but not limited to his rights under the Tennessee Uniform Administrative Procedures Act, Tennessee Code Annotated§ 4-5-301 et seq. In the event a termination of th is MOU or the Employment Agreement is ultimately found to be a breach of this Agreement by the Tennessee Claims Commission or a court of competent jurisdiction, after any available appeals have been exhausted, then Coach shall be entitled only to the remedies that would be available to him under this MOU or the Employment Agreement if the University terminated this MOU or the Employment Agreement without cause, according to the date of termination, in lieu of all other legal remedies or equitable relief. 4. TERMINATION WITHOUT CAUSE BY UNIVERSITY: In its sole discretion and at any time during the Term, 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 a separation payment in an amount equal to the monthly rate of the sum of Base Pay and Supplemental Pay times the numbe r of months remaining in the Term, with any part of a month prorated and subject to all applicable state and federal tax reporting and withholding requirements (the, "University Separation Payment"). Payment of the University Separation Payment shall be made in equal monthly installments over the time remaining in the Term. The first monthly installment of the University Separation Payment shall be due on or before the thirtieth (30th) day of following the date of termination of this Agreement. The University's obligation to pay the University Separation Payment shall not accrue interest (so long as not in arrears). As a condition of being eligible to receive the University Separation Payment, Coach shall be required to: (1) execute a waiver and release of claims; and (2) use his reasonable best efforts to mitigate the University's obligation to pay the University Separation Payment by making reasonable and diligent efforts as soon as practicable following termination to obtain another comparable employment or paid services position. For a reasonable period post-termination, Coach shall promptly report to the University on a quarterly basis all non-passive income received or earned by him relating to all employment, independent contractor and/ or paid services. For each month from the termination date through the end of the Term, the University shall have the right to deduct or offset any and all such non-passive income of Coach from the monthly University Separation Payment installment. S. TERMINATION WITHOUT CAUSE BY COACH: In his sole discretion and at any time during the Term, Coach may terminate this MOU or the Employment Agreement without cause. If Coach terminates this MOU or the Employment Agreement without cause on or before February 28, 2019, then Coach shall pay the University a separation payment In the amount equal to 33% of the total compensation (Base Pay plus Supplemental Pay) that would have otherwise been payable to Coach through the end of the Term had he not terminated the MOU or the Employment Agreement. If Coach terminates this MOU or the Employment Agreement without cause on or after March 1, 2019, then Coach shall pay the University a separation payment in the amount of $50,000. Coach's obligation to pay a separation payment may be waived by the University in writing signed by the Chief Financial Officer, for good cause and upon request by the Head Football Coach made through the Athletics Director. In the event Coach obtains a head coach position at the NCAA Division I FBS level, the obligation to pay a separation payment will be waived by the University in writing signed by the Chief Financial Officer, for good cause and upon request by the Head Football Coach made through the Athletics Director. 6. MISCELLANEOUS: (a) In addition to the terms and conditions concerning the matters set out in Paragraphs 1 through S above (excluding terms and conditions applicable only while the MOU is in effect), the Employment Agreement shall include, among other things, provisions concerning the following: (I) duties and authority of Coach as Assistant Football Coach; (ii) reasonable limitations on outside income and activities by Coach, including commercial endorsements; (iii) enforcement of NCAA, Southeastern Conference, and other governing athletic rules, including without limitation the stipulations required by NCAA Bylaw 11.2.1 and SEC Bylaw 19.8; (iv) the University's rights to use Coach's name, likeness, image, etc.; (v) Coach's obligation to notify the Athletics Director of material discussions about employment with another college or university or with a professional 2 football organization; (vi) limitation of remedies and waiver of claims by both parties; (vii) restrictions on Coach recruiting prospective student-athletes for one (1) year post-termination; and (viii) restrictions on Coach's disclosure of confidential information relating to the football program during the Term. (b) 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, staff member, or other person 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 relating to UTK's football program. Coach also represents that: neither he nor any person acting on his behalf knowingly misrepresented material information, knowingly withheld material Information, or knowingly provided incomplete or false material information during the University's process of interviewing and hiring Coach; he is not restricted from entering into this Agreement by any conflicting obligations to another authority, person, body, or entity; and he has never been convicted of, pied guilty to, or pied nolo contendre to a criminal act that constituted either (i) a felony or (ii) a misdemeanor involving moral turpitude (excluding minor traffic offenses). This MOU is conditioned on a satisfactory criminal background check and NCAA compliance check, to be completed within five (5) business days after the University's execution of this MOU. (c) 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. This MOU shall be governed by the laws of the State of Tennessee. [signature page follows; remainder of page intentionally left blank] 3 The parties acknowledge their agreement by signing and dating this Memorandum of Understanding below. THE UNIVERSITY OF TENNESSEE CHRIS WEIN KE Date Date I V Dr. Beverly Davenport Chancellor, The University of Tennessee, Knoxville OJ-/ 1 zet3: 20 Date David L. Miller Chief Financial Officer The University of Tennessee c2-;~, /1 g Date 4 EXHIBIT A- INCENTIVE COMPENSATION In recognition of exemplary athletic performance by the football team (the "Team") and the additional work required by Coach therewith, and as an incentive for Coach to assist the Team in achieving the goals described below, the University agrees to pay Coach, if earned, annual incentive compensation in an amount equal to the sum of the highest amounts described in the following subsections {i.e., if earned, the highest goal achieved in subsection (a) plus subsection (b) plus subsection (c)), subject to all applicable state and federal tax reporting and withholding requirements: (a) A maximum of one (1) of the following (payment based on highest goal achieved in this subsection): (i) Appearing in a bowl game 8.33% (ii) Appearing in a "New Year's Six" bowl game/CFP Access Game 12% (iii) Appearing in the College Football Playoff Semifinal Game 16% (b) A maximum of one (1) of the following (payment based on highest goal achieved in this subsection): I. Appearing in the SEC Championship Game 2% II. Winning the SEC Championship Game 4% (c) A maximum of one (1) of the following (payment based on highest goal achieved in this subsection): I. Appearing in the College Football Playoff National Championship Game 2% II. Winning the College Football Playoff National Championship Game 4% Annual incentive compensation due under this Exhibit A is calculated by using the applicable percentage listed above in this Exhibit A multiplied by the lessor of either: (1) the sum of Base Pay and Supplemental Pay; or (2) five hundred thousand dollars ($500,000) (i.e., pay earned in excess of five hundred thousand dollars ($500,000) shall not be used to determine bonus amounts below). Annual incentive compensation due under this Exhibit A is subject to all applicable state and federal tax reporting and withholding requirements. Annual incentive compensation due under this Exhibit A shall be paid by the University on or before March 1 following the conclusion of the football season in which the goal was achieved. Annual incentive compensation due under this Exhibit A shall be earned by and payable to Coach only if Coach is employed as Assistant Football Coach through the completion of the UTK football team's final game (bowl or playoff) of the season for which the incentive compensation was earned. 5