MEMORANDUNI OF 'This Memorandum of Understanding between The University of Tennessee (the _"Univorsity") end Zach Azsonni records the understanding of the parties as to the principal terms and conditions under which Coach be employed as an Assistant Football Coach for The University of Tennessee, Knoxville. When fully executed, this MOD shall in consideration of the mutual promises contained herein, the parties agree as foilowsr 1. Term: 2 years (January 2, 20! 3 through Februazy 28, 2015} 2. Comgensation and Benefits: Base Pay $245,000 Supplemental Pay $55,900 3. Incentives {if gamed; ojjliase Pay Q1119 5ugplen1entaIPag1: a. A maximum of one (I) ofthe following (payment based on highest goal achieved in this subsection): i. Appearing in a bowl game 8.33% ii. Appearing in the Capital One, Cotton, Outback or Chick~Fil--A how] 12% - Appearing in 3. I308 Bowl game or 4--leam playoff 15% gig) in. SEC Championship Game appearance 4% 0. Winning the National Championship 4% 4. other Benefits: . Camp compensation: $5,000 1 vehicle or stipend in lieu of each vehicle Tickets per University policy Other University benefits except retained annual leave pay 5 Tezmingfion by Coach: If Coach resigns his employment, he shall pay liquidated damages to the University in an amount equal to per cent of the total compensation originally owed to Coach (Base Pay plus Supplemental Pay) for the contract year during which the termination ooeurs. Payment of the liquidated damages shall be due within 61} days of termination. 6. bv University Without Cause: In its sole discretion and at any time, the University may terminate this MOE 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 Fay times the number of months remaining in the term of this Agreement, with an 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 first payment due on or before the last day of the month following the date of termination of this M00 or the Employment Agreement. Coach is required to use his reasonable best efforts to mitigate the University's obligation to pay iiquldated 7. Termination by University for Cause: The University may tenninale this MDU or the Employment Agreement at any time for cause as determined in the reasonable and good faith judgment ofthe University. For the purpose ofterminaling this MOU, "for cause" shall be interpreted consistently with its meaning in the most recent head coach's employment agreement, exciudina a memorandum of understanding, executed by the University. For the purpose of terminating this 12/15/2012 23:02 N0 32373 991 zoo H.829 on 1re'xxr.i zozcz .Lvs vs. DU, "for cause" shall also mean the failure of Coach to execute an Employment Agreement within one hundred twenty (I20) calendar days ofthe date on which an Employment Agreement is first pressured to him 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 Employm cot Agreement "for cause," the University shall not be liable to Coach for any payments or b?nefiis aflcr the date he 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 could be grounds for termination "for cause," the University may take other clisciplinar_v or correciive action against Coach short of termination, including but not limited to suspension without pay. The University may elect to terminate this Agreement "for cause" but offer Coach continued employment with or without a new employment agreement. Prior to the effective date of tennination "for cause," the University will afford Coach notice and a tease nable opportunity to meet personally and individually with the Athletics Director and with the Chancellor to respond to the proposed terrninatlon. if the University terminates this or the Employment Agreement "for cause," the University will afford Coach a post-termination to contest the termination in accordance with the Tennessee Uniform Administrative Procedures Act, Tennessee Code Annotated 4-5-30} at seq. 8. Other Terms and Conditions: In addition to more thoroughly addressing the terms and condifions concerning the matters addressed in Paragraphs 1 through 6 above (excluding terms and conditions applicable only while the is in effect), the Employment Agreement will include, among other thitugs, provisions concerning the following matters: 3) Siflfiolgante penalty for game suspensions; b) Duties of Coach as Assistant Football Coach; c) Limitations on outside activities and outside compensation earned by Coach, including commercial endorsements; d) Enforcement of NCAA, Southeastcm Conference, and other governing athletic roles, including but not limited to provisions nalating to the NCAA's new enforcement rules currently scheduled to be effiective August 1, 20 13; e) The l_lniversily's right to use Coach's name, likeness and image; Forfeiture and repayment of incentive compensation for athletic perforrnance achievements paid to Coach if any achievement is subsequently vacated or if the football program is subsequently sanctioned by the g) indemnification of the University against certain damages incurred by the University as a direct result of any investigation or proceeding resulting in a finding of1~l'CAA rules violations; in) Football camps; and i) Coach's obligation to notify the Athletics Director of his interest in, or any direct or indirect contact about, employment will: sooth or college or university or with a professional football organization. 9. Background: Coach represents that he has disclosed to the University all information concerning previous NCAA, conference, or institutional rules violations or potential violations committed by him or any staff member under his direct or indirect control at any other NCAA member institution prior to the date on which he executed this Agreement. The MOU is subject to a satisfactory criminal background check, NCAA compliance check and continued disclosure of involvement in NCAA inquiries. Governing Law: This MOU shall be governed by the laws ofthc State of"I'ennessee. ll. Execution of the This MOU may he 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 patties acknowledge their agreement by signing and dating this Memorandum of Understanding below. UNIVERSITY on TENNESSEE coaca . s-r-nfii? Chancellor and Director orsaoeses 2 5 Date Date 2 Ed Knows dza:ao EL El 20:2: agvs Re: Aazanm: fix Chancellom Date I Chief Financial Officer Date 980i-08Z'8t8 fippma emw an rm can