Case Document 170-6 Filed 02/20/20 Page 1 of 57 Page ID #:2325 EXHIBIT 4 Case Document 170-6 Filed 02/20/20 Page 2 of 57 Page ID - #:2326 Collective Bargaining Agreement between The United States Soccer Federation and The US. Women?s National Team Players Association *ht PLAINTIFF EXHIBIT 31 2017-2021 Jay Bimaler 12/13/2019 Gangs Momma. ma. can USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000587 Case Document 170-6 Filed 02/20/20 Page 3 of 57 Page ID #:2327 Table of Contents ARTICLE 1 - RECOGNITION 1 ARTICLE 2 DURATION 1 ARTICLE 3 - STRATEGIC PARTNERSHIP AND COLLABORATION 1 ARTICLE 4 - MANAGEMENT PLAYERS ASSOCIATION RIGHTS 1 ARTICLE 5 WNT SCHEDULING 3 ARTICLE 6 - HEALTH AND SAFETY 4 ARTICLE 7 - WNT TRAVEL 6 ARTICLE 8 WNT PLAYERS 1 ARTICLE 9 - NWSL ALLOCATIONS 12 ARTICLE 10 PLAYER DUTIES AND RESPONSIBILITIES 17 ARTICLE 11 - WNT COMPENSATION 21 ARTICLE 12 OTHER BENEFITS 23 ARTICLE 13 - NWSL STANDARDS 25 ARTICLE 14 CESSATION OF CESSATION OF FEDERATION FINANCIAL SUPPORT OF NWSL 28 ARTICLE 15 - USE OF PLAYER LIKENESSES 29 ARTICLE 16 - ENDORSEMENTS, MARKETING AND PROMOTIONS AS A WNT PLAYER 35 ARTICLE 17 - ACCESS TO PHOTOGRAPHS AND FOOTAGE 38 USSF WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000588 Case Document 170-6 Filed 02/20/20 Page 4 of 57 Page ID #:2328 ARTICLE 18 - PLAYER APPEARANCES 38 ARTICLE '19 PARTNERSHIP BONUSES 40 ARTICLE 20 COMPLIMENTARY TICKETS 44 ARTICLE 21 - ACCOUNTING 45 ARTICLE 22 FRIENDS AND FAMILY PROGRAM 46 ARTICLE 23 GRIEVANCE AND ARBITRATION PROCEDURE 46 ARTICLE 24 - PLAYER SELECTION AND PARTICIPATION 50 ARTICLE 25 NO DISCRIMINATION 50 ARTICLE 26 NO LOCKOUT 50 ARTICLE 27 - MISCELLANEOUS SO USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF__Morgan_000589 Case Document 170-6 Filed 02/20/20 Page 5 of 57 Page ID #:2329 PREAMBLE This Collective Bargaining Agreement or ?Agreement?), which is the product of bona fide, arm?s length collective bargaining, is entered into this 4th day of April 2017, by and between the United States Soccer Federation (the ?Federation? or and the Women?s National Team Players Association (the ?Players Association? or The Federation and the Players Association shall be referred to collectively in this Agreement as the ?Parties.? ARTICLE 1 RECOGNITION The Federation recognizes the Players Association, a bona fide labor organization, as the sole and exclusive collective bargaining representative of all persons who are or may become employees of the Federation by having been selected to play as soccer players on the United States Women?s National Team or Players?) with regard to all terms and conditions of employment, and the Players Association is duly empowered to enter into this Agreement for and on behalf of such persons. ARTICLE 2 DURATION The term of this Agreement shall be from January 1, 2017 through December 31, 2021. At least sixty (60) days prior to the expiration date, the Parties shall enter into good faith negotiations for a successor agreement. ARTICLE 3 STRATEGIC PARTNERSHIP AND COLLABORATION The Players Association and the Federation recognize that a strategic partnership and a collaborative working relationship will best serve their interests. To that end, they commit to regular formal and informal dialogue on matters that impact the United States Women?s National Team and WNT Players allocated to the National Women?s Soccer League pursuant to Article 9. ARTICLE 4 MANAGEMENT PLAYERS ASSOCIATION RIGHTS A. Management Rights 1. Subject to the procedure described below, the Federation may issue such reasonable rules, regulations, and policies (collectively, ?Rules?) not in conflict with this Agreement 1 USSF - WNTPA 2017-2021 CBA CONFI USSF_Morgan_000590 Case Document 170-6 Filed 02/20/20 Page 6 of 57 Page ID #:2330 or any applicable state or federal law, including the Ted Stevens Olympic and Amateur Sports Act and any successor legislation, concerning when, where, how and under what circumstances it wishes to operate, suspend or discontinue its activities, and the manner and the Rules by which the Players shall play soccer and conduct themselves on and off the ?eld as it may from time to time deem best for the purpose of maintaining order, safety, promoting the game of soccer and/or the effective operation of the Federation. 2. If the Federation wishes to adopt a Rule or to change an existing Rule, it must ?rst send the proposed Rule or change to the Players Association at least ?fteen (15) business days before implementing the Rule or change. The Players Association shall have the right to request a meeting (in person or by telephone) with the Federation to discuss the Rule or change. If the Players Association does not request a meeting within ?fteen (15) business days of its receipt of the ederation?s notice of the Rule or change, the Rule or change shall be deemed reasonable. If a meeting is requested but no mutually satisfactory resolution is reached, the Players Association shall have the right to challenge the reasonableness of the Rule or change through the Grievance and Arbitration Procedure in Article 23. If a meeting is requested and no resolution is reached and the Players Association fails to initiate a grievance concerning the reasonableness of the Rule or change within six (6) months, the Rule or change shall be deemed reasonable. 3, An affected Player(s) or the Players Association shall have the right to challenge the reasonableness of the application of a new or changed Rule, using the Grievance and Arbitration Procedure in Article 23. 4. If there is a conflict or inconsistency between the provisions of this Agreement and any Rule, the provisions of this Agreement shall control. B. Players Association Rights 1. In addition to the scheduling requirements in Article 5 of this Agreement, the Federation shall provide the Players Association with copies of notices of all activities scheduled for or involving the WNT or Player(s), including the itinerary of camps (other than individual Player meetings with coaches), all appearances, and other activities, when the Player(s) are given the schedule, in order that the Players Association may, in addition to remaining informed of the various activities of the Players, exercise its right to communicate with Players about their activities in an informed manner. 2. The Federation shall provide notice to the Players Association of any ?nes levied against any Player, such notice to occur at least one week before such ?ne is actually deducted from a Player payment. The Players Association shall have the right to challenge the levy of the ?ne, through the Grievance and Arbitration Procedure in Article 23. 3. The Players Association shall be permitted to schedule meetings with the Players at the site of Team activities, including a camp, whether or not held in connection with a game. The day and time of the meetings shall be scheduled through discussions between the representatives of the Players Association and the Team?s General Manager, recognizing 2 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000591 Case Document 170-6 Filed 02/20/20 Page 7 of 57 Page ID #:2331 the right of the Players Association to hold these meetings at the activity of the Players Association's choice and the right of the Federation to have such meetings held at such times and places during that activity as the Federation reasonably believes to be the least disruptive to the activities and purposes of the Team. In return for the Players Association agreeing to hold its meetings at such times and places as the Federation reasonably believes to be the least disruptive, the Federation shall attempt to procure the places for the Players Association to hold its meetings that are held while the Players are in camp at no additional cost to the Federation or the Players Association. ARTICLE 5 WNT SCHEDULING A. Annual minimum number of non-tournament games. The Federation shall use good faith efforts to schedule at least 16 games in 2017, 2018 and 2021. In 2019 and 2020, the Federation shall use good faith efforts to schedule at least 12 games (excluding World Cup qualifying, World Cup, Olympic qualifying and Olympic games). B. NWSL coordination. The Federation shall make a good faith effort to minimize the number of NWSL games missed due to WNT duties. C. Annual rest time._ The WNT Players shall have six (6) consecutive weeks each year as rest time with no soccer commitments (Federation or NWSL) after the November A dates and before the January camp, except to the extent otherwise limited by IFA dates and/or confederation tournament dates. I. Notwithstanding the requirements of this Section C, the Federation may hold a new player identification camp (?Identification Camp?) during the WNT rest period provided the Identification Camp complies with the following restrictions: Only Non-Contracted WNT Players (as defined below in Article with fourteen (14) or fewer days of WNT service or players with no WNT service in the calendar year in which the Identification Camp is held can participate in the Identification Camp. . The Identification Camp shall not be held in connection with any WNT game; this shall not prohibit the Federation from holding an inter-squad scrimmage or closed- door game as part of the Identification Camp. The Identi?cation Camp shall be fourteen (14) or fewer days, and the Federation shall provide the dates of the identification camp to the Players Association no later than October 1. . The Federation shall pay Players attending the Identification Camp the non-roster camp fee and per diem amounts provided for on the WNT Financial Terms Schedule 3 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000592 Case Document 170-6 Filed 02/20/20 Page 8 of 57 Page ID #:2332 attached to this Agreement as Exhibit A. D. WNT event schedule. On a quarterly basis, the Federation shall provide the Players Association with the tentative game, residency, and camp schedule for the FIFA. dates then available. The schedule shall provide as much detail as possible. As additional information becomes available, the Federation shall share it with the Players Association. Upon the Players Association?s request, the Federation shall discuss issues related to the schedules. E. Daily camp schedule. A tentative daily camp schedule shall be provided to WNT Players at least three (3) weeks before the start of any WNT camp. The Federation shall provide an updated schedule at least one (1) week before the start of a camp. The schedule may be changed at any time at the discretion of the Head Coach; any changes shall be communicated to the Players. The parties agree that predictability is important to Players so that they can plan for physical and mental rest. F. Camps?outside of residency not connected to games. Before the Federation plans more than two (2) camps not tied to games in any one (1) calendar year, it shall meet with the Players Association to discuss the decision and shall provide a reasonable explanation to the Players Association. G. Closed?door games. Before the Federation plans more than four (4) closed?door games in any one year, it shall meet with the Players Association to discuss the decision and shall provide a reasonable explanation to the Players Association. ARTICLE 6 HEALTH AND SAFETY A. The health and safety of the Players shall be an important factor in the Federation?s selection of facilities. B. Playing surfaces 1. The Federation prefers to play games on natural grass. No WNT games shall be played on arti?cial turf, unless inspected by Federation staff and Federation staff determines that the turf is in safe condition and is conducive to soccer on game day. Upon request, the Federation shall provide the Players Association with photographs of the turf and a repo1t on its condition. 2. The Federation shall make its best efforts to train on natural grass unless preparing for a game on an arti?cial surface. 3. No later than one (1) month after this Agreement is finalized, the Federation shall provide the Players Association with a list of the factors and process used in selecting Facilities for Federation-controlled games and Residency and camps. At the Players Association?s 4 USSF - WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000593 Case Document 170-6 Filed 02/20/20 Page 9 of 57 Page ID #:2333 request, the Federation shall meet to discuss that information and consider Player Association input. C. Medical Staff 1. The Federation shall use its best efforts to provide a local doctor at camps at the WNT Player hotel, within three (3) days of receiving a non-emergency request. 2. The Federation shall continue to employ at least one (I) full-time athletic trainer Within a reasonable period after execution of this Agreement, the Federation shall hire or otherwise provide a physical therapist to ensure a PT will be at all days of WNT camps and games. On an on-going basis, the Federation shall consider input from the Players Association about the selected PT. 3. For camps with 19 or fewer Players, the Federation shall provide two (2) ATCs. For camps with 20 to 29 Players, the Federation shall provide a third ATC on an as-needed basis. The as-needed ATC shall ordinarily be available in the morning and before the second training period on double days. For camps with 30 or more Players, a third ATC shall be provided for all days of the camp. 4. For camps with 19 or fewer Players, the Federation shall provide two (2) massage therapists For camps with 20 to 29 Players, the Federation shall provide a third MT on an as-needed basis. The as-needed MT shall ordinarily be available in the evening. For camps with 30 or more Players, 21 third MT shall be provided for all days of the camp. D. Players with iniuries l. The Federation shall continue to pay an injured WNT Contracted Player (as de?ned below in Article 9A) 100% of her WNT Contracted Player salary and bene?ts, and, if the Player is allocated to the NWSL, 100% of her NWSL allocated salary and benefits for the shorter of the length of the injury or one (1) year from the date of the injury. 2. Once a Player covered by Article 6D. I. is medically cleared to play, she shall be invited to camp. Once at camp, the Player shall be given a period of time to return to ?tness. The minimum period shall be one-half 1/2) of the number of weeks the Player was out because of the injury but in no event longer than three (3) months from the date of medical clearance or two (2) full camps, whichever is longer. Each Player?s situation shall be evaluated on a case-by?case basis. 5 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000594 Case Document 170-6 Filed 02/20/20 Page 10 of 57 Page ID #:2334 ARTICLE 7 WNT TRAVEL A. Air Travel 1. General a. The provisions in this Article apply when the Federation is booking individual tickets, booking ?ights through group ticketing, and booking for Federation sponsor appearances. b. The Federation shall provide aisle seats or window seats, as available (per the Player?s preference). 0. The Federation shall provide direct ?ights when available. When a direct ?ight is not available, the Federation shall provide the fastest non?direct ?ight available. d. In no event shall a Federation staffmember (other than the Head Coach) receive a more premium seat than a Player on the same ?ight. e. Players must have the option to opt out of group tickets, on a camp?by-camp basis, upon reasonable notice, for the sole purpose of upgrading using the Player?s status, miles, or money. 2. Individual Travel a. Triangular Flights. The Federation shall provide up to two (2) triangular ?ights per year (for a Player's personal reasons, but not for a Player?s personal sponsor- fulfillment); these may be domestic or international ?ights (only if the Federation trip already includes an international venue). Players must notify the WNT General Manger of their requested flight itinerary within a reasonable amount of time of being called into the relevant camp. Under rules to be agreed upon, Players may leave from one city and return to another. b. Option to upgrade. Individual tickets must be upgradable so that a Player may use her own status, miles, or money to upgrade if she chooses. c. Alternative travel. The Federation shall provide alternative travel arrangements when, for example, reasonable car service, rental car, or other transportation is most convenient for a Player. d. Class of service. WNT Players shall receive the following class of service for individual travel: i. Mai or Tournaments and Qualifications. Individual ?ights for the camp held in the US. in conjunction with and games played in Olympics and World Cup quali?cation tournaments shall be in Premium 6 USSF WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000595 Case Document 170-6 Filed 02/20/20 Page 11 of 57 Page ID #:2335 Economy/Economy Plus. Individual ?ights of two and a half (2.5) hours or more into such camp or game for the Olympics and World Cup quali?cation toumaments, or the camp held in conjunction with and games played in the Olympics or World Cup tournament, however, shall be in First Class (on a two-cabin aircraft) and in Business Class (on a three- cabin aircraft). The two and a half (2.5) hour minimum refers to total time in the air, that is, if there are two (2) segments that exceed two and a half (2.5) total hours in the air, then the minimum has been met. ii. Friendly Games and Tournaments. Individual ?ights for Friendly Games, SheBelieves, Four Nations Tournament, and stand-alone camps shall be in Premium Economy/Economy Plus. The Federation shall make reasonable efforts to obtain upgrades for such travel as part of any airline sponsorship agreement. The Federation shall obtain direct and non-stop ?ights whenever available. Club Players ?ying to US. Individual ?ights into any camp for any games, Federation-staged tournaments or quali?cation tournaments held in the US. shall be in Business Class for any Player who is a registered player within a foreign league and travelling from overseas to participate in the camp and games. The Federation shall purchase a Business Class airfare or its equivalent (or if no such class of service is provided on the specific plane or ?ight, the next class of service above Economy). iv. Events held outside the US. Individual ?ights into any camp or game held outside the US. shall be in Business Class for any Player travelling from the United States to participate in the camp or games. The Federation shall purchase a Business Class airfare or its equivalent (or if no such class of service is provided on the speci?c plane or ?ight, the next class of service above Economy). 3. Team Travel CONFIDENTIAL a. Charter Flights. The Federation shall always have the right,but not the obligation, to charter a ?ight. b. Domestic Travel. i. In booking domestic WNT team air travel, the Federation shall take into account the Player Association?s preference that all Players travel on the same ?ight. ii. For domestic WNT team air travel, the class of service shall be in Premium Economy/Economy Plus, if available. Only the Head Coach shall have preference over Players in seating class. If, however, the ?ight is longer than four (4) hours, the ?ight shall be in Business Class. The 7 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000596 Case Document 170-6 Filed 02/20/20 Page 12 of 57 Page ID CONFIDENTIAL #:2336 four (4) hour minimum refers to total time in the air, that is, if there are two (2) segments that exceed four (4) total hours in the air, then the minimum has been met. If no such seats are available, Players may be seated in Premium Economy/ Economy Plus. Players may be seated in Economy only when the full team is on a ?ight and no seats are available in the higher seating classes. c. International Travel For all international team air travel other than the Olympics and World Cup (see Section A.3.c.i-ii., below) and except as provided below, as many Players as possible shall be seated in Business Class. Ifno such seats are available, Players may be seated in Premium Economy/Economy Plus. Players may be seated in Economy only when the full team is on a ?ight and no seats are available in the higher seating classes. Only the Head Coach shall have preference over Players in seating class. The exceptions shall be: ii. iv. Olympics. Travel for the Olympics shall be Business Class or charter, unless, by its own rules applied to all national teams, the United States Olympic Committee prohibits it. World Cup. Travel for the World Cup shall be in Business Class or charter. Mai or Tournament Quali?cations. For a World Cup or Olympic quali?cation tournament (if held outside of the US), the Federation shall have the right to require that the team travels together on a single ?ight. The Federation is required to put as many players as possible in Business Class seats if available and then Premium Economy/Economy Plus seats if available. Friendly Games - different confederations. For Friendly Games requiring travel between two (2) countries in different confederations air travel shall be in Business Class or its equivalent even if that requires multiple separate commercial ?ights, provided, however, that connecting ?ights between two (2) cities within a confederation shall be in Business Class or its equivalent subject to availability. In the connecting ?ight situation, the Federation shall have the right to have all Players on a single ?ight. riendlv Games same confederation. For Friendly Games requiring travel between two (2) countries in the same confederation outside of CON CACAF, the Federation is required to put as many Players as possible in Business Class seats if available and then Premium Economy/Economy Plus seats if available if the ?ight is longer than two 8 USSF WNTPA 2017?2021 CBA USSF_Morgan_000597 Case Document 170-6 Filed 02/20/20 Page 13 of 57 Page ID #:2337 and a half(2.5) hours. The two and a half(2.5) hour minimum refers to total time in the air, that is, if there are two (2) segments that exceed two and a half(2.5) total hours in the air, then the minimum has been met. d. Single flight. The Federation shall have the right to require that the Team travel together on a single ?ight. In cases where the Federation exercises that right, the Federation shall book the ?ight as far in advance as reasonably possible to maximize the number of Business Class seats. B. Hotel Accommodations l. The Single-Room Option a. When traveling for camps, games, events, tournaments and any other activity for the Federation and/or the WNT, the Federation shall provide the option of having single rooms to all non-amateur Players on a minimum of 125 nights during the term of this Agreement. The Federation shall have the discretion to determine for which events to make the single-room option available (prioritizing long training camps), with input from the Players Association gathered towards the end of each calendar year. b. For those events where the single-room option is made available, the Federation coaching staff shall have the right, subject to Section Bil below, to assign veteran Players to room with an amateur Player or a Player with fewer than 10 CAPS (collectively, a provided that no veteran Player shall be assigned to do so for more than one (1 event during which the single-room option is made available during the term of this Agreement. 0. If the Federation coaching staff makes such a veteran/non-veteran assignment, the veteran player must give prior consent, and the Federation shall provide the veteran assigned to a non-veteran with a single room during the next camp(s) at which there is no sin g1 e-room option, for the same number ofnights the veteran was assigned to room with another Player, provided, however, if more than three (3) veteran players selected by the Federation coaching staff refuse the veteran/non-veteran assignment(s) during the single-room option event, the Federation coaching staff shall have the right to determine which veteran Player(s) shall fulfill the veteran/non-veteran assignment(s). 2. Back-pocket rooms. The Federation shall continue its policy of holding a limited number of ?back-pocket? rooms in the hotels to address any quarantine requirements in the case of illness. 9 USSF - WNTPA 2017-2021 CBA CONFI USSF__Morgan__000598 Case Document 170-6 Filed 02/20/20 Page 14 of 57 Page ID #:2338 3. Domestic Games a. The Federation and the Players Association shall work together to produce a list of three (3) to five (5) ?top choice? hotels in the geographic areas that have hosted WNT games or camps in the past six (6) years and all other likely locations in the United States for WNT games or camps. The list shall be revisited at least annually unless otherwise requested by either the Federation or the Players Association. The Federation shall use its commercially reasonable efforts to utilize a ?top choice? hotel for WNT games and camps. In the event that for any reason (including, but not limited to, availability, cost, coach?s input, etc.) the Federation does not utilize a ?top choice? hotel, the Federation shall explain its rationale to the Players Association. 4. Foreign Games a. CONFIDENTIAL The Federation shall use its commercially reasonable efforts to provide hotel accommodations at the same or better level as the level of accommodations in hotels utilized for domestic games and camps. The Federation shall take into consideration any comments or expressed concerns of the Players Association regarding accommodations. The Parties understand that for certain international Friendly Games, the host country?s federation may make hotel arrangements and, in such circumstances the Federation may have little or no input. The Parties also understand and agree that for foreign games, the Federation gives deference to security-based recommendations by the Regional Security Officer at the US. Embassy in the host country. CONCACAF Events i. The Federation shall use its best efforts to communicate with CONCACAF in an effort to ensure that appropriate hotels are provided for the WNT. ii. If CONCACAF selects inappropriate or inadequate hotels for the WNT, the Federation shall use good faith efforts to change those selections to appropriate hotels for the WNT. 10 USSF 2017?2021 CBA USSF_Morgan_000599 Case Document 170-6 Filed 02/20/20 Page 15 of 57 Page ID #:2339 The Parties acknowledge that the ?nal decision rests with CONCACAF and it is possible that in some circumstances the Federation shall be unable to change CONCACAF selections. C. Vehicles provided for the exclusive use of the Players during all camps, residency, and games. When the team is outside of a city, the Federation shall provide ?ve (5) vans. When the team is in a city, the number of vans provided shall be discussed with the Players in advance and resolved in good faith. If the Players and Federation cannot reach an agreement, ?ve (5) vans shall be provided. If a camp has 26-30 players, a 6th van shall be provided. For camps with more than 30 players a 7th van shall be provided. The vans are for the use of Players and Federation staff only. ARTICLE 8 WNT NON-CONTRACTED PLAYERS A. Contracted Plavers 1. CONFIDENTIAL Number. The Federation shall pay a base annual salary (the ?Annual Base Compensation?), as set forth in the WNT Financial Terms Schedule attached to this Agreement as Exhibit A, to each WN Contracted Player each year during the term of this Agreement. The minimum number of WNT Contracted Players shall be 20/19/18/17/16 for each of2017, 2018, 2019, 2020, and 2021. a. WNT Contracted Players on pregnancy/post-pregnancy leave, long-term injury, adoption leave and severance shall be included in that minimum number. b. The Federation shall be entitled to terminate a Player?s status as a WNT Contracted Player at any time, subject only to the Player?s right to severance as set forth in Section A2. below, provided, however, a WNT Contracted Player whose status is terminated by the Federation for materially breaching her obligations under this Agreement shall not be entitled to severance. c. A WNT Contracted Player who voluntarily terminates her relationship with the Federation (for example, by retiring), shall not be entitled to severance. Severance. A WNT Contracted Player shall not be eligible for severance unless she has been a WNT Contracted Player for a cumulative total of at least twelve (12) months in the previous twenty-four (24) months. A Player who is eligible for severance under this provision shall be offered one month?s severance, and an additional month?s severance for each additional twelve (12) consecutive months she was a WNT Contracted Player, up to a maximum severance of four (4) months. Players on severance shall be eligible to be called into camp, and shall receive severance pay but not camp fees or game appearance fees while on severance. At the end of 2021, if the Parties were to adopt a straight pay-to-play system beginning in 2022, no WNT Contracted Players would be entitled to severance. 11 USSF - WNTPA 2017-2021 CBA USSF_Morgan__000600 Case Document 170-6 Filed 02/20/20 Page 16 of 57 Page ID B. #:2340 Examples: a. A Player became a WNT Contracted Player in March 2016 and remained a Contracted Player continuously through August 2018. She would be entitled to two months? severance (March 2016 through February 2017, and March 2017 through February 2018). b. A Player became a WNT Contracted Player in March 2016. She remained a Contracted Player through November 2016. She became a Contracted Player again in March 2017 and remained a Contracted Player through December 2017. She would be entitled to one month?s severance (the combined 12- month period of March 2016 through November 2016 and March 2017 through June 2017). Non?Contracted Players 1. There shall be no limit on the number ofPlayers who are not WNT Contracted Players (?Non-Contracted Players?) eligible to be called into a camp. 2. There shall be no limit on the number of days a Non-Contracted Player can spend in camp or at games. ARTICLE 9 WSL ALLOCATION A. There may be four categories of WN Players: 1. Contracted/NWSL Allocated Player? shall mean a WNT Contracted Player who is also allocated by the Federation to the NWSL pursuant to this Article 9. Contracted/Non-Allocated Player? shall mean a WNT Contracted Player who declines an offer of allocation as permitted by this Article 9. ?'Non-ContractediWSL Allocated Player? shall mean a Non~Contracted Player who is allocated by the Federation to the NWSL pursuant to this Article 9. Player? shall mean a Non-Contracted Player who is not allocated by the Federation to the NWSL pursuant to this Article 9. B. If the NWSL Ceases to Exist: If the NWSL ceases to exist during the term of the Agreement: l. CONFIDENTIAL A WNT Contracted Player?s Annual Base Compensation shall be increased by 50%; provided, however, that all amounts earned by such a Player playing for a club team outside the United States shall be offset against the 50% increase provided for herein. Sections C, D, and of this Article shall cease to be effective, provided, however, that the proportional salary reduction for WN Contracted Players unable to participate in 12 USSF WNTPA 2017?2021 CBA USSF_Morgan_000601 Case Document 170-6 Filed 02/20/20 Page 17 of 57 Page ID #12341 WNT programming outside of FIFA release dates (Section E.2.a, below) and the insurance requirements of Section 5.4. shall remain in effect. C. Federation Allocation of WNT Players. 1. b3 CONFIDENTIAL Minimum Number of Allocated Players. a. The Federation shall designate a minimum of 22 Players to be allocated to the NWSL (each an Allocated Player?) for each year during the temt of this Agreement. NW SL Allocated Players shall be allocated in two (2) salary tiers (Tier '1 and Tier 2) with a minimum of eleven (1 1) players allocated to Tier 1. An NWSL allocation shall be for the entire NWSL season. b. NWSL Allocated Players shall be assigned annually to tiers by the Federation. c. Both WNT Contracted/NWSL Allocated and Non-Contracted/NW SL Allocated Players shall count towards this minimum number of NWSL Allocated Players. WNT Contracted Players and up to a maximum of three (3) other WNT Players (not including Players who have notified the Federation by November 20 that they have agreed to play for a Club during the upcoming NWSL season) who decline an offer of allocation shall not count toward the minimum number of NWSL Allocated Players. A WNT Contracted Player who accepts an offer of allocation but who exercises the option (subject to the provisions of Section E. 1, below) to play overseas for less than the full NWSL season shall count towards the minimum number of NWSL Allocated Players. Selection of NWSL Allocated Players. The Federation shall offer each WNT Contracted Player the opportunity to be an NWSL Allocated Player for a given NWSL season. The Federation shall have the discretion to select the remaining NWSL Allocated Players from among all WNT Players. Timing of Allocation. The Federation shall make allocation offers to Players no later than the December 1 preceding the NWSL season, and the Federation shall make Tier assignments no later than January 1. Players shall have until January 2 to accept the Federation?s offer of allocation. The Federation shall make additional NWSL allocation offers, if any, by the February l5 preceding that NWSL season. Termination of Allocation. An NWSL Allocated Player in the prior NW SL season who will not be allocated for the upcoming WSL season shall be informed of her status no later than the December 2 preceding the upcoming NWSL season during which she will not be allocated. If the NWSL Team to which she was previously allocated wishes to retain the rights to such previously NWSL Allocated Player for the upcoming season, it shall make her a qualifying offer of at least 65% of her Federation-provided NWSL salary and such offer shall be made, if at all, by no later than January 1. If no such offer is made, other NWSL teams shall be entitled to make a qualifying offer during the NWSL waiver period. A previously NWSL Allocated Player to whom a qualifying offer is made shall have until five (5) days before the NWSL Draft to accept the qualifying offer or it 13 USSF - 2017-2021 CBA USSF_Morgan_000602 Case Document 170-6 Filed 02/20/20 Page 18 of 57 Page ID #:2342 shall be deemed rejected. If no qualifying offer is made to a previously NWSL Allocated Player or the Player rejects the qualifying offer, the Player shall be free to play in any league without a transfer fee. D. Compensation of NWSL Allocated Players. 1. For 2017-2021: The Federation shall pay WSL Allocated Players the amounts set f01th on the WNT Financial Terms Schedule attached to this Agreement as Exhibit A. 2. Length of NWSL Season. a. The NWSL Allocated Player salaries set forth on Exhibit A to this Agreement are for the seven?month season (currently, mid?March to mid-October, including preseason). Should the NWSL lengthen the NWSL regular season by more than thirty (30) days beyond seven (7) months (including preseason), NWSL Allocated Players shall receive a proportional increase in their NWSL Allocated Player salaries. Should the NWSL reduce the NWSL regular season by more than thirty (30) days from the current. seven (7) months (including preseason), NWSL Allocated Players shall receive a proportional reduction in their WSL Allocated Player salaries, except as provided in Section B.2.b, below. b. If the NW SL increases the number of games in the regular season beyond 27 games within a seven?month season (including preseason), or reduces the current length of the season by more than thirty (30) days while increasing the average number of games per week to more than one (1) game, the NWSL Allocated Player salaries shall be increased by a proportionate amount. 3. Benefits of Allocation. NWSL Allocated Players shall be entitled to the ederation?paid NWSL salary and to all of the bene?ts offered to NWSL Allocated Players. a. All NW SL Allocated Players shall be offered full?year health insurance provided through the Federation, and shall be covered by Workers? Compensation insurance while playing in the NWSL. b. An NWSL Allocated Player who exercises the option (subject to the provisions of Section E. 1, below) to play overseas for less than half of the NWSL regular season shall not receive an NWSL salary or the bene?ts offered to NWSL Allocated Players while overseas. Such a Player is entitled to a pro-rated salary and a resumption of the benefits offered to WNT Contracted Players playing in the NWSL once she assumes NWSL duties. c. Non?Contracted/NW SL Allocated Player Adoption and Pregnancy Leave. i. Should a Non?Contracted/NWSL Allocated Player become pregnant and, as a result of her pregnancy, be unable to comply with her obligations to her NWSL Team, the Federation shall pay her 75% of her NWSL salary during 14 USSF WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000603 Case Document 170-6 Filed 02/20/20 Page 19 of 57 Page ID #:2343 the season, subject to the same responsibilities regarding return to play and performance of duties applicable to WNT Contracted Players. ii. A Non-Contracted/NWSL Allocated Player who adopts a child during the NWSL season shall be entitled to up to three (3) months ot?maternity leave at 75% of her NWSL salary, provided, however, that the three-month maternity leave may not extend beyond the end of the NWSL season. That leave must be taken in no more than two (2) segments within the NWSL season during which the adoption occurs. B. Effect of Declining an Offer of Allocation on WNT Contract and WNT Duties. l. The decision whether or not to play in the NWSL shall have no effect on whether or not a Player becomes or remains a WNT Contracted Player, subject to Section E. below, and provided that a WNT Contracted Player misses no more than one (1) NWSL season during the term ofthis Agreement. For purposes of this section, missing more than three (3) regular season NWSL games due to club duties shall qualify as missing an NWSL season. This Section shall not apply to Dunn for 2017 and the ?rst half of 2018, and Carli Lloyd and Alex Morgan for 2017, provided, however, that neither Carli Lloyd nor Alex Morgan may miss more than one-half of another NWSL season during the term of this Agreement. a. The cumulative limits on the number of WNT Contracted/Non-NWSL Allocated Players (that is, WNT Contracted Players who decline an offer of allocation) who may exercise this option in each year of the Agreement shall be 3/4/0/0/3 for 2017, 2018, 2019, 2020, and 2021, respectively. The Parties agree that the cumulative limit on the number of WNT Contracted Players who may exercise the option to decline an offer of allocation has been met for 2017. b. A WNT Contracted/Non-NWSL Allocated Player who elects the option in Section E1 in excess ofa year?s cumulative limit or who opts not to play in the NWSL more than one season during the term of this Agreement shall have her WNT Contracted Player status immediately terminated, although that Player will remain eligible to be called into WNT camps as a Non-Contracted/Non-Allocated Player. 0. For the year in which a WNT Contracted/NWSL Allocated Player?s status is terminated pursuant to Section the Federation shall not be required to add a WNT Contracted Player to meet the minimum number of WNT Contracted Players required by Article 8, Section A. 1. 2. WNT Contracted Players not playing in the NWSL shall be required to perform WNT duties during all FTFA release dates, and shall use their best efforts to secure release from their club to participate in WNT duties scheduled outside of FIF A release dates. 15 USSF VWTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000604 Case Document 170-6 Filed 02/20/20 Page 20 of 57 Page ID #12344 a. Provided that the Federation provides WNT Contracted Players with the dates on which it plans to hold WNT camps and games outside of FIFA release dates for the upcoming six (6) months by December 15, and June 15, respectively, recognizing that the Federation has the right to change the schedule, a WN Contracted Player who elects not to play in the NWSL and who is not released by her club team to participate in all WNT camps and games outside of FTFA release dates and/or is otherwise unavailable to participate in WNT camps and games inside or outside of FIFA release dates (for example, due to an injury suffered while playing with a club) shall have her WNT salary prorated by multiplying her WNT Annual Base Compensation by a fraction, the numerator of which shall be the number of days in which the player is in WNT camps and games during the year (excluding travel days on which there is no WNT programming) and the denominator of which shall be the total number of WNT camp and game days during the year (excluding travel days on which there is no WNT programming). b. Each WNT Contracted/Non?Allocated Player authorizes the Federation to deduct from her November and/or December pay checks, as necessary, any Annual Base Compensation to which she is not due as a result of the proration set forth above, after providing notice to the Player and Players Association of the deduction. 3. Player Injuries during NW SL Play. If a WNT Contracted/NW SL Allocated Player is injured during NWSL play, she shall maintain her status as a WNT Contracted/NWSL Allocated Player and shall continue to receive her WNT salary and her NWSL salary for the lesser of one (1) year or the duration of her injury. If a Non-ContractediWSL Allocated Player is injured during NWSL play, she shall continue to receive her NWSL salary for the lesser of one (1) season or the duration of her injury. 4. Player Injuries during on-N WSL Club Play. CONFIDENTIAL a. In order to qualify for the benefits set forth in this Section 15.4, a WN Contracted Player who chooses to play for a club shall be required to: i. ensure that she is covered by workers? compensation insurance (or equivalent. insurance) provided by her club or a government body in the country in which she plays, to cover medical treatment, surgery (if needed) and rehabilitation for injuries incurred by the player while providing services for her club; and ii. notify the Federation of the injury incurred while playing for her club. b. If a WNT Contracted Player who has satis?ed the requirements set forth in Section above, remains injured at the end of her club contract and if the Player allows the Federation to medically evaluate and treat the injury, the Federation shall continue to pay the Player her Annual Base Compensation for 16 USSF WNTPA 2017-2021 CBA USSF_Morgan_000605 Case Document 170-6 Filed 02/20/20 Page 21 of 57 Page ID #:2345 a period of three (3) months or the duration of her injury, whichever is shorter. The expenses associated with the Federation injury evaluation and treatment shall be borne by the Federation, provided that the Player cooperates with the Federation in seeking reimbursement or payment from the insurance provided by her club as set forth in Section E.4.a.i. c. [fa WNT Contracted Player is not medically cleared to play at the end of the three (3) month period, the Federation may continue the Player as a WNT Contracted Player but the Federation shall not be obligated to pay such injured Player any Annual Base Compensation or other amounts until such time as she is medically cleared to play and deemed sufficiently ?t by the Federation to participate in WNT camps and games. (1. If a WNT Contracted Player covered by Section E.4.c. is not medically cleared to play and/or not deemed suf?ciently ?t by the Federation to participate in WNT camps and games at the end of the three (3) month period, the Federation shall have the right, but not the obligation, to continue the Player as a WNT Contracted Player, provided the Player cooperates with the Federation in seeking reimbursement or payment from the insurance provided by her club, and in which event the Federation shall continue to provide injury evaluation and treatment services for the Player at the Federation?s expense. ARTICLE 10 PLAYER DUTIES AND RESPONSIBILITIES In consideration of the payments to be made by Federation to a Player, as set forth in Article 1 and Exhibit A of the Agreement, the Player shall have the following duties and responsibilities: A. ?ayingputies. During the term of this Agreement, the Player shall, subject to her health and ?tness, be available for training with, and any games of, the WNT as may be requested by the Federation unless the Player is excused by the Federation's Head Coach for good cause. An adverse decision by the Head Coach as to the existence of good cause is appealable to the CEO/Secretary General who shall make the decision in good faith, with due consideration given to, among other things, the Player's schedule with the Player's club. Unless excused for good cause by the Federation?s Head Coach, an NWSL-Allocated Player shall also, subject to her health and ?tness, be available for training with, and any games of, her NW SL Team, unless the Player is called upon to perform WNT duties and such WNT duties con?ict with training and/or games of her NWSL team. The Player's duties as a player shall include maintaining a high level of competitive soccer skills and physical conditioning such that Player can compete as an elite soccer player and not using illegal or banned drugs or any other harmful substances. B. Spokesperson Duties. During the term of this Agreement, and subject to the provisions of Article 18 regarding reasonable promotional appearances, a Player shall serve as a spokesperson for soccer and shall devote reasonable best efforts to promoting and developing 17 USSF - 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000606 Case Document 170-6 Filed 02/20/20 Page 22 of 57 Page ID #:2346 the sport of soccer in the United States under the terms of this Agreement. The Player agrees to grant all reasonable requests by the Federation or the NWSL to promote games and to participate in a reasonable number of media interviews and other media sessions (for example, pre? and post-World Cup media appearances) that are pad of these duties as provided in Section H, below, provided, however, that the Player shall not unreasonably be required to travel to participate in the promotion, interview, or session, and in no event shall she be required to travel outside the metropolitan area where she is then currently located to participate in the promotion, interview, or session. The Player further agrees to participate in up to four (4) reasonably scheduled autograph signing sessions per year for non-public, non?commercial use by charities or other non-commercial or non-public uses, involving the Player signing no more than twenty-five (25) items per session, unless otherwise agreed between the Federation and Players Association. An ?autograph signing session? is any time a Federation representative asks a player to autograph an item(s) for use by the Federation or for any Federation sponsor or Federation business partner (for example, league, television company, licensee, supplier, etc.) or for the Federation to give to any charity or for the Federation to hold in its inventory for future use or donation. The Federation shall provide the Players Association with an accounting of the usage of such autographed items. The Federation shall reimburse the Player for reasonable out?of?pocket expenses that the Player incurs in connection with performing her duties as a spokesperson which are reasonably requested by Federation within thirty (30) days of the Player's presentation of appropriate expense vouchers. C. Player's Time and Schedule. Except as provided elsewhere in this Agreement, the Player shall devote whatever time is reasonably necessary (and for non-Contracted/non-Allocated Players, available to her) to perform her duties as a player and spokesperson as set forth in Sections A and B, above. The Player's schedule and allocation of available hours in connection with her spokesperson duties shall be coordinated between the Player (or Player's representative or the Players Association, subject to the condition that if coordination occurs with Player?s representative, notice is also provided to the Players? Association) and the Federation. D. Post-Game Hospitality. For any WNT game in which the Player is rostered, she shall attend any post?game hospitality function where Federation sponsors are present, unless excused by the Head Coach for good cause. An adverse decision by the Head Coach as to the existence of good cause is appealable to the Secretary General of the Federation who shall make the decision in good faith, with due consideration given to, among other things, the Pl ayer?s schedule with her club. E. Conduct. The Player shall comport and conduct herself, at all times, in a manner befitting Player's position as a member of the WNT (and, if she is allocated, the NWSL) and spokesperson for and representative of the Federation, the NWSL (if she is allocated) and the sport of soccer. F. Federation Rules. The Player shall comply with all reasonable rules and regulations of the Federation as they may be amended from time?to?time in accordance with Alticle 4A. 18 USSF WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000607 Case Document 170-6 Filed 02/20/20 Page 23 of 57 Page ID #:2347 G. Drug Testing. The Player hereby consents to be subject to: l. drug testing conducted at any time that the Player is at a game, practice, or camp, or such other time or place as required for compliance with FIFA and/or USOC rules for the Player to be eligible to participate in the FIFA World Cup or other FIFA competitions, provided, however, that such drug testing conducted at the request of Federation shall be conducted in accordance with the then-existing policies and procedures of the USOC or such organization to which the USOC delegates authority for drug testing consistent with the Ted Stevens Amateur Sports Act or any successor federal legislation; 2. drug testing conducted pursuant to any drug testing agreement between the United States; or the and one or more other countries, or the respective appropriate representatives thereof;- and to the penalties set forth in any such agreement; and 3. drug testing conducted at the request CONCACAF, or any other person or entity organizing a game or toumament in accordance with its rules and regulations and the penalties incident thereto. If the Player is subjected to any penalties for testing positive for a banned substance, for noncompliance with drug testing requirements, or for refusal to submit to a drug test in connection with Sections G. ., 2., or 3., above, the Federation shall have the right to immediately drop the Player from the WNT and, if applicable, to terminate Player's status as a WNT Contracted Player and/or NWSL Allocated Player without severance upon seven (7) days? written notice to the Player and to the Players Association. H. Media Sessions and Interviews. The Player shall cooperate with television, radio, newspaper, magazine, internet, and other news media representatives and participate in a reasonable number of media sessions and interviews and (ii) agrees to cooperate with the Federation and the NWSL to be available for such news media sessions and interviews as may be reasonably requested. This provision applies to media sessions and interviews conducted in the venue of a game or practice site or other Federation or NWSL activity; other media sessions and interviews shall be treated as spokesperson duties pursuant to the provisions of Section B, above. I. No Hazardous Activities. Players are strictly forbidden, without express consent of the Federation, from engaging in activities that may involve a signi?cant risk of personal injury, including sports endangering her health or safety (including but not limited to professional boxing, professional wrestling, moped-riding, auto racing, sky-diving, cliff diving, hot-air ballooning, and hang-gliding); (ii) any competitive game (that is, other than a casual pickup game) or exhibition of soccer; and any game or exhibition of basketball, football, baseball, hockey, lacrosse, or other athletic sport. Should injury result from breach of this clause, the Player?s ii to compensation from the Federation shall terminate, with no further rights or remedies due to the Player. Nothing in this Section shall be intended to require the Player to obtain written consent in order to participate as an amateur in the sport of golf, tennis, handball, swimming, hiking, softball, or volleyball. 19 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000608 Case Document 170-6 Filed 02/20/20 Page 24 of 57 Page ID #:2348 J. Termination of Contract Due to Pregnancy, Injury or Illness. Except for cases involving an injury related to dangerous activities as outlined in Section I above, as provided in Article 6 Section D. or Article 9 Section E4. or for other good cause, the Federation may not terminate a Player?s status as a WNT Contracted Player while the Player is unable to render services due to pregnancy, injury, or illness. Any payment obligation of the Federation shall be decreased by any workers? compensation bene?ts or other injury payment received by the Player, which, to the extent permitted by law, the Player assigns to the Federation up to the full amount of that Player's salary owed by Federation. Any injury payment received by the Player after her status as a WNT Contracted Player has terminated shall not be utilized as a credit against workers? compensation bene?ts due to the Player, and the Player shall be entitled to the full amount of any workers? compensation bene?t due to her. The Federation Shall be entitled to have a Federation? appointed doctor examine the Player to evaluate the Player's ability to render services. For purposes of this Agreement, injuries incurred by a Player who is training on her own in a way consistent with recommendations by the WN Head Coach shall be considered to be within the scope of her employment with the ederation. K. Player Unique Skill. Other than for the Federation, an NWSL Team to which Player's rights are assigned as set forth in the Player's registration, a club as permitted by Article 9, Section E., or an NWSL all-star team in which the Player is representing her WSL club, the Player agrees not to play: . in any soccer game on the same team as ?ve or more members ofthe and 2. if a WNT-Contracted Player, for any other team, club or organization; or if an NWSL Allocated Player, for any other team, club or organization during the NW SL season; without the express prior written consent of the Federation. The Player further agrees that she will not play in more than one all-star soccer game per calendar year on the same team as ?ve (5) or members of the WNT without the prior written consent of the Federation. L. Warning, Waiver and Release. . The Player acknowledges that she is experienced at the game of soccer, and recognizes that it is an activity in which injuries can occur. The Player understands and acknowledges that there are dangers of personal injury inherent in participating in soccer try?outs, training, testing, and competition, and that she risks death and personal injury, including paralysis and dismemberrnent, while participating in try-outs, training, testing and competition. The Player expressly and voluntarily assumes all risk vis?a?vis the Released Parties (as de?ned in Section L2. below) of death and personal injury sustained while participating in try?outs, training, testing, and competition, including the risk of active or passive negligence and hidden, latent, or obvious defects in any of the facilities or equipment used, other than gross negligence or willful or wanton misconduct of any of the Released Parties (as de?ned in Section L.2. below). 20 USSF WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000609 Case Document 170-6 Filed 02/20/20 Page 25 of 57 Page ID #:2349 2. The Player, for herself and on behalf of her heirs, assigns, and next of kin, hereby releases, forever discharges, holds liamtless, and promises not to sue the United States Soccer Federation, the National Women?s Soccer League, LLC and their respective officers, directors, members, of?cials, agents, and employees ("Released Parties") with respect to any and all liabilities, claims, demands, or causes of action, whether known or unknown ("Claims") arising out of any participation in any try-out, training, testing, or competition at the request of or sponsored by the United States Soccer Federation or while employed by the Federation or providing services to the NWSL, except that which is the result of gross negligence and/or willful or wanton misconduct. THE PLAYER AGREES THAT THIS RELEASE INCLUDES, BUT IS NOT LIMITED 0, ALL CLAIMS ARISING OUT OF THE ACTIVE OR PASSIVE NEGLIGENCE, AND HIDDEN, LATENT, OR OBVIOUS DEFECTS IN ANY OF THE FACILITIES OR EQUIPMENT USED, OTHER THAN GROSS NEGLIGENCE OR WILLFUL OR WANTON MISCONDUCT, OF THE RELEASED PARTIES. ARTICLE 11 WNT COMPENSATION A. WNT Players shall be paid the amounts set forth on the WNT CBA Financial Terms Schedule attached to this Agreement as Exhibit A. CONFIDENTIAL Minimum contract number. The minimum number of WNT Contracted Players in each year is set forth in Article 8 of this Agreement. Non-Roster Camp Fee. Non-Contracted WNT Players shall be paid the Non-Roster Camp Fee when they are called into a camp that does not include a game or when they are called into a camp that does include at least one (1) game but are not included on that game?s roster. Non-Contracted WNT Players shall be entitled to the higher Non-Roster Camp Fee ($2,500 for camps lasting '10 days or less and $3,000 for camps lasting more than 10 days) beginning with their second career call-up to a WNT camp. . Game roster appearance fee. Non-Contracted WNT Players shall be paid a game appearance fee when appearing on a game roster. Non-Contracted WN Players shall be paid the higher Game Appearance Fee ($3,750 in 2017-2018, $4,000 in 2019-2020, and $4,250 in 202 I) beginning with their 8th career roster appearance for the WNT. Non~ Contracted WN Players shall be entitled to the World Cup Game Appearance Fee for each World Cup game in which they are rostered, regardless of the number of career games in which they have been rostered. Game win/tie bonuses. Both Contracted and Non-Contracted WNT Players shall be paid a game win or tie bonus for any game in which they appear on that game?s roster. Both Contracted and Non-Contracted WNT Players shall be paid a tournament bonus (placement or qualifying, as applicable) for any tournament in which they appear on the tournament roster. 21 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000610 Case Document 170-6 Filed 02/20/20 Page 26 of 57 Page ID #:2350 Contract salary. The WNT Contracted Player salaries listed on the WNT CBA Financial Terms Schedule attached to this Agreement as Exhibit A are for the full year. Should a Player be a WNT Contracted Player for less than a full year, she shall only receive the pro-rated amount of the full salary. Per-diem. Players shall receive a domestic venue per diem payment of $62.50 and an international venue per diem payment of $75.00 for each day they are required by the Federation to be in the venue for practice, games, or any other purpose in connection with WNT duties. Per?diem me?too. If the Men?s National Team per diem rate(s) (domestic and/or international) increase before the end of 2021, the WNT per diem rates shall increase to the same amount(s) for the then?remaining term of this Agreement. Game forfeiture or game cancellation. Bonus payments and/or appearance fees for a game shall not include any win, draw, or loss by forfeiture or game cancellation where Players were not required to take to the ?eld for the game, except when the Federation is paid speci?cally for that game. Timing of game payments. The Federation shall pay the wages and bonuses on the later of the following: the regular payroll next due after the game to which the wages and bonuses relate, or thirty-one (31) days after the game to which the wages and bonuses relate, except as otherwise speci?ed in this Agreement. . New tournament bonuses. If the WNT begins participating in any new International tournaments during the term of this Agreement in which there is an opportunity for the Federation to generate revenue, the Parties shall meet in good faith to discuss a bonus structure for those tournament(s). B. NW SL Allocated Players shall be paid the salaries set forth on the WNT CBA Financial Terms schedule attached to this Agreement as Exhibit A. 1. La.) CONFIDENTIAL Minimum number of Allocated Players. The minimum number of NW SL Allocated Players each season is set forth in Article 9 of this Agreement. Allocated Player salary. The Tier 1 NWSL Allocated Player salary and Tier 2 NWSL Allocated Player salary shall each increase by $2,500 each NWSL season during the term of this Agreement. Accordingly, the Tier 1 NWSL Allocated Player salary shall be $67,500 in 2017, $70,000 in 2018, $72,500 in 2019, $75,000 in 2020, and $77,500 in 2021. The Tier 2 NWSL Allocated Player Salary shall be $62,500 in 2017, $65,000 in 2018, $67,500 in 2019, $70,000 in 2020, and $72,500 in 2021. Allocated Player salary duration. The Federation shall pay NWSL Allocated Players their full NWSL salary during the NWSL season (as opposed to over a 12?month calendar year). 22 USSF WNTPA 2017?2021 CBA USSF_Morgan_000611 Case Document 170-6 Filed 02/20/20 Page 27 of 57 Page ID #:2351 4. Separate payment. The Federation shall pay an NWSL Allocated Player?s NWSL salary in a separate paycheck (or separate direct deposit) from her WNT salary and other compensation. NWSL per diem. NW SL Allocated Players shall receive the same per diem payments made to all other NWSL Players. C. Retroactivity. All WNT Contracted Player Annual Base Compensation, NWSL Allocated Player annual compensation, Non-Contracted Player camp fees, Non-Contracted Player game appearance fees, ticket payments (per Article 19), and game bonuses shall be retroactive to January I, 2017. ARTICLE 12 OTHER BENEFITS A. Health, Dental and Vision insurance. 1. The Federation shall provide WNT Contracted Players and NWSL Allocated Players with health, dental, and vision insurance coverage with benefits equivalent to those provided to Federation employees. If, for any reason, health insurance coverage no longer is available to WNT Players through the USOC, the Federation shall provide WNT Players with health insurance coverage. The levels of available coverage and the bene?ts of that ederation-provided health insurance coverage shall be substantially equal to those in the health insurance coverage provided through the USOC. The Federation shall be responsible for 100% of the premiums for WNT Player health insurance coverage. The Federation shall offer Players receiving health insurance through the USOC the sum of $1,500 per year for calendar years 2017 through 2021, payable in December of each year, to offset taxes the Player may owe on the taxable cost of health insurance obtained through the USOC. B. Workers? Compensation Insurance, The Federation shall maintain workers' compensation insurance in connection with a Player?s activities as a WNT Player and/or an NWSL Allocated Player and provide copies of the policies when reasonably requested by the Player or the Players Association. C. Maternity Leave; Adoption Leave. . CONFIDENTIAL Pregnancy. Should a WNT Contracted Player become pregnant and, as a result of her pregnancy, be medically unable to comply fully with her obligations under this Agreement, the Federation shall pay the Player seventy-?ve percent of her WNT Contracted salary and, if the Player is allocated to the NWSL, seventy-?ve percent of her NWSL Allocated salary, and continue to provide health, dental, and vision insurance until the sooner to occur of(a) the Player?s being medically cleared to return, 23 USSF WNTPA 2017-2021 CBA USSF_Morgan_000612 Case Document 170-6 Filed 02/20/20 Page 28 of 57 Page ID #:2352 or one (1) year, provided, however, that the Player must continue to comply with her obligations under this Agreement and train with the Team to the extent she is medically cleared to do so. Whether a Player is expected to perform duties with the NW SL Team while pregnant shall be determined on a case-by-case basis, with deference given to the medical condition of the Player, the stage of the pregnancy, and other similar factors. a. Once medically cleared, the Player shall receive 100% of her WNT Contracted salary and, if the Player is allocated to the NWSL, 100% of her NWSL Allocated salary, and shall be invited to WNT camp or to train with her NWSL Team. b. The Player shall have three (3) months or two (2) full WN camps, whichever is longer, from the date of her medical clearance to return to full ?tness. 2. Adoption. A WNT Contracted Player who adopts a child shall be entitled to three (3) months of maternity leave at 75% of her WNT Contracted and, if the Player is allocated to the NWSL, seventy?five percent of her NWSL Allocated salary. That leave must be taken in no more than two (2) segments within the ?rst twelve (12) months after the adoption. D. Child Care. During WNT training and play, WNT Players shall be entitled to child care assistance. If only one Player needs child care, she shall select the provider. If more than one Player needs child care, they shall jointly select and share a child care provider except where circumstances (for example, number of children, speci?c needs of children) make shared child care insuf?cient. The Federation shall provide a daily stipend towards the cost of child care in the amount of $50 per child. In addition, the Federation shall bear the reasonable cost of travel and accommodation for the child care provider(s). E. 401(k) Plan. The Federation shall sponsor a 401(k) Plan for the bene?t of WNT Players, with no employer automatic or matching contributions. The Federation shall bear any administrative costs associated with the Plan, but individual Players shall bear any participation fees. F. Meal Money. Meal money shall be provided to WNT Players during any WN event, including games, camps, practice, residency, etc., when Team meals are not provided, including travel days to and from the event. G. WNT Chef. The Federation shall address this issue with the Players on a case?by-case basis, taking into consideration such varying factors as the country hosting the tournament, the existing infrastlucture in place, team chemistry and other criteria deemed to be important by the Head Coach. 24 USSF - 2017-2021 CBA CONFIDENTIAL USSF_Morgan__000613 Case Document 170-6 Filed 02/20/20 Page 29 of 57 Page ID #:2353 ARTICLE I3 NWSL STANDARDS A. League Standards. 1. Concussion Management and Evaluation Protocols. The NWSL shall apply the US. National Team?s Concussion Management and Evaluation Protocols (including its Return-to-Play Policies and Procedures), as they may be amended from time to time, in NWSL practices, games, and other NWSL activities. 2. Away game roster size. For away games, NWSL Teams shall have a minimum of eighteen (18) players, except for circumstances arising in the 48 hours prior to the trip. 3. 2017 minimum staf?ng requirements. For the 2017 season, the Federation shall use its best efforts to ensure that each NW SL Team has an Athletic Trainer present for all training sessions and games. For the 2017 season, the Federation shall require that the Head Coach travel with the Team, and shall use its best efforts to require that each Team has an Assistant Coach and Team Coordinator and/0r Equipment Manager travel with the Team. 4. 2018 minimum staf?ng requirements. No later than the stait of the 2018 season, each NWSL Team shall have the following minimum staff present for all training sessions and games (home and away): a Head Coach, an Assistant Coach, and an Athletic Trainer Each NWSL Team also shall have a full-time or part-time Physical Therapist to work with that NWSL Team. The Federation shall use best efforts to require that each team has a Team Coordinator and Equipment Manager who travel with the Team to away games. 5. 2019 full-time minimum staffing requirements. No later than the start of the 2019 season, each NWSL Team shall have the following full-time staff: a Head Coach, an Assistant Coach, an ATC, and a General Manager, all of whom shall work full?time with that NWSL Team during the NWSL season. 6. 2019J)art-time minimum staffing requirements. No later than the start of the 2019 season, each NWSL Team shall have the following additional full-time or part-time staff: a Goalkeeper Coach, a Strength and Conditioning Coach, a Team Coordinator, an Equipment Manager, and a Director of Communications/Media Relations, all of whose primary responsibility during the NWSL season shall be that NWSL Team. 7. Locker Rooms. a. Cleanliness. Beginning with the 2017 season, the cleanliness of the locker room shall be maintained. When the locker room is being used by the NWSL Team, that use shall be exclusive. 25 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000614 Case Document 170-6 Filed 02/20/20 Page 30 of 57 Page ID #:2354 b. Showers. No later than the start of the 2020 season, each NWSL Team shall have a designated on-site locker room, with showers, for the use of the NWSL Team?s Players when training or playing, and an on-site training room with customary training equipment. 8. Away experience. 10. 11. 12. CONFIDENTIAL a. Pre-game training facility. An appropriate facility for training the day prior to an away game shall be provided by the host NWSL Team. By way of example only, no training shall be held on any ?eld on which a club or other team is simultaneously playing. b. Locker rooms. Locker rooms, including necessary items (for example, two (2) training tables, hydroculators, towels, ice, chairs, training mats, small refrigerator), shall be provided by the host NW SL Team as soon as practicable but in no event later than the start of the 2018 season. c. Snacks and water. Effective immediately, snacks and water shall be provided by the host NWSL Team at the hotel for the traveling NW SL team. d. Travel itinerary. Effective immediately, the itinerary shall be provided by the traveling NWSL Team to its Players before a trip as far in advance as possible. e. Hotel training room. A. training room shall be provided by the host NWSL Team in the hotel for the traveling team. f. On?site showers. Access to on-site showers shall be provided by the host NWSL Team for the traveling NW SL Team as soon as practicable but in no event later than the start of the 2018 season. Minimum roster size. No later than the start of the 2020 NWSL season, the minimum roster size for each NWSL Team shall be 22 players. Medical/treatment room. 0 later than the start of the 2020 season, there shall be a medical/treatment room facility on each NWSL Team?s training site. Venue playing surface. No later than the start of the 2019 season, all existing NWSL Teams shall have at their current venues either a grass surface or one that meets Federation Professional League Standards unless impracticable because of current leases. All current WSL Teams that relocate and all new NWSL Teams shall have either a grass surface or one that meets Federation Professional League Standards. Player security. The Federation shall cause the league to use its best efforts to ensure that the security of WNT Players and their possessions is protected before, during, and after NWSL games or other league activities. 26 USSF WNTPA 2017?2021 CBA USSF_Morgan_000615 Case Document 170-6 Filed 02/20/20 Page 31 of 57 Page ID #:2355 13. Away game travel guidelines. Travel to NWSL away games shall be timed so as to ensure that WNT Players arrive at the site of away games no later than the evening before the game is scheduled to begin. The Federation shall use its best efforts to cause the NWSL to ensure that recovery is prioritized when scheduling travel the morning after away games. B. NWSL Allocated Player Terms and Conditions. 1. CONFIDENTIAL Medical care. If the NW SL Allocated Player?s NWSL Team does not do so, the Federation shall use its reasonable best efforts to provide the Players with access to medical help the same day on which a signi?cant medical issue arises upon notice of such issue to the Federation. Accommodations. Hotel accommodations for WSL Allocated Players shall be either single- or double- occupancy rooms at the NWSL Team?s discretion. NWSL Allocated Players shall not be asked to stay in a hotel room with more than one (1) other player except for emergency or other extenuating circumstances. . Post-season bonuses. NWSL Allocated Players shall be paid $1,250 if they are on the roster of an NWSL Team that makes the WSL playoffs; and either an additional $1,250 if they are on the roster of a Team that places second. or an additional $2,500 if they are on the roster of a Team that wins the championship. Car access. If an NWSL Allocated Player does not live in her NWSL Team city, the Federation shall request that her NWSL Team provide her with access to a car, if the same is provided to other NWSL Team players. membership. The Federation shall pay for a membership for NWSL Allocated Players during the NWSL season at a of the Player?s choosing in the city of the Player?s NWSL Team, up to a maximum of $85 per month. Effect of Contract status change. If a WNT Contracted/NW SL Allocated Player becomes a Non-Contracted Player, the Federation shall continue to pay her NWSL salary for the remainder of the NWSL season. Relocation Expenses. The Federation shall reimburse each NWSL Allocated Player up to a maximum of $1,500 each year for the Player to relocate to her NW SL Team city. This applies both to NWSL Allocated Players who have, and NWSL Allocated Players who have not, been traded or assigned to another NWSL Team in the off-season. If an NWSL Allocated Player is traded or assigned to another NW SL Team mid-season, the Federation shall reimburse her relocation expenses up to a maximum of $2,000. Reimbursement under this section shall be made within thirty (30) days of the Player?s presentation of appropriate expense receipts. Free and trades. There will be no free agency unless free agency is created within the league. However, the Federation (including the Head Coach) commits to meeting 27 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000616 Case Document 170-6 Filed 02/20/20 Page 32 of 57 Page ID #:2356 with any NWSL Allocated Player to address her NWSL situation, and shall make its best efforts to coordinate a trade, if the Federation and the Player agree that a trade is in order, including whether it is appropriate for the Player to be playing in the NWSL in light of injuries. C. Players Association NWSL Rights. 1. NWSL schedule. The Federation shall use its best efforts to have the NW SL notify the Players Association of the season schedule as soon as possible and in no case after it is made public. Federation-WNTPA meetings. Annually and upon request, a Players Association representative shall meet, either by telephone or in person, with a Federation representative regarding the NWSL. The Players Association shall have the opportunity to meet with the Federation annually to review and discuss scheduling; facilities (including playing surfaces, locker rooms, etc); hotels, related to both home and away games; and rules and regulations related to NWSL Allocated Player trades, expansion of the League, and free agency. Access to NW SL facilities and information. Upon request, a Players Association representative shall be provided with the physical access and the informati on necessary to review and assess WSL Allocated Players? conditions of employment while playing for their NWSL Teams. meetings. At least annually, the Federation, the NWSL (required to participate by the Federation, so long as the Federation is providing substantial financial support to the NW SL), and the Players Association shall meet to discuss the vision for the future of the NWSL, raising professional standards for the league, and plans for transitioning to the NWSL Teams ?nancial responsibility for NWSL Allocated Players who play in the league. Playoff format and scheduling As the number of NW SL Teams increases, the league shall reevaluate the playoff format and scheduling; the Players Association may provide its input to the league. ARTICLE 14 CESSATION OF CESSAT ION OF FEDERATION FINANCIAL SUPPORT OF NWSL A. Noti?cation. The Federation shall notify the Players Association if the NWSL is going to cease to exist or if the Federation is going to stop providing substantial ?nancial support (other than payment of NWSL Allocated Player salaries) to the WSL. B. Residency. If the Federation reestablishes a residency?type program (that is, a training camp lasting ten weeks or more in a 14-week period), except as expressly modi?ed by this CONFIDENTIAL 28 USSF - 2017~2021 CBA USSF_Morgan_000617 Case Document 170-6 Filed 02/20/20 Page 33 of 57 Page ID #:2357 Agreement, all of the Residency-related provisions in the collective bargaining agreement immediately preceding this Agreement shall ?snap back,? and shall be the starting point for negotiations on those provisions. ARTICLE USE OF PLAYER LIKENESSES A. De?nitions. 1. CONFIDENTIAL ?Likeness? shall mean the image, photographs, pictures (whether still, video, motion or television), likeness, name, nickname, signature, facsimile signature, caricature, biographical information and/or voice, whether used individually or in combination(s). . ?Federation means any intellectual property asset (including all copyright, trademark, and all other intellectual property rights) in ?lms, other audiovisual works, literary works, audio works, photographs, images, uniforms, trademarks, logos, and other identifying indicia of the Federation. . means any intellectual property asset (including all copyright, trademark, and all other intellectual property rights) in films, other audiovisual works, literary works, audio works, photographs, images, uniforms, trademarks, logos, and other identifying indicia of NWSL, including NWSL. Teams. ?Footage? means Player Likenesses ?xed in any footage (for example, ?lm, or recording), created while a Player was employed by the Federation or performing services for the Federation, that was made or acquired under the authorization of the Federation, or the NWSL or an NWSL Team, as applicable. Footage shall include all footage created at Federation or NWSL games, training, or sponsored activities, as applicable. . ?Image? means use ofa Player?s Likeness in a still image, whether print, digital or otherwise, but shall not include Footage, except that a frame of Footage may be used to create an Image. ?Licensing Uses? means use of a Player?s Likeness on merchandise that is sold at the retail level or at the wholesale level for ultimate retail sale. Licensing Uses include use of a Player?s Likeness in media that is intended for sale or distribution to the public through a subscription or ad?supported service (for example, a video or digital game using a Player?s Likeness), provided, however, that Player?s Likenesses appearing in Footage as part of the broadcast of game or the sale of a previous recording of a game shall not be a Licensing Use. ?Commercial Uses? means the use ofa Player?s Likeness in materials that are intended to promote or advertise products, services, or brands of a third-party licensee of the 29 USSF - 2017-2021 CBA USSF_Morgan_000618 Case Document 170-6 Filed 02/20/20 Page 34 of 57 Page ID #:2358 Federation, the NWSL, NWSL Teams, NWSL Medial, or Players Association, as applicable. Commercial Uses include items provided as part of the purchase of another item (for example, promotional packaging materials such as cans or cups containing a Player?s Likeness or a trading card included with the purchase of a loaf of bread). 8. ?Promotional Uses? means use of a Player?s Likeness to advertise, promote, and develop the National Teams and/or any National Team game, the Federation, the sport of soccer, the NWSL, an NWSL Team, and/or any NWSL game. Such promotion and development are deemed to include, without limitation, sponsor premiums and other give-away items and corporate protocol gifts, provided that such sponsor premiums and/or give-away items are used to promote a National Team game, the Federation, the NWSL, an NWSL Team, or an NWSL game at or near the venue for such game and within a reasonable time of such game, and are not used as pan: of a national advertising campaign for that sponsor. Promotional Uses featuring Players? Likenesses shall prominently include the identifying marks of the Federation, NWSL, or NWSL Team, as applicable. A Promotional Use by the NWSL or an WSL Team shall include the promotion of Matches, Required Ancillary Programming, and Discretionary Ancillary Programming as those terms are used in the Broadcast and Production Agreement between and NWSL Media, LLC, provided that, absent the Player?s consent, the Player?s Likeness shall not be featured in any non-editorial entertainment programming. Promotional Uses may include third party branding (for example, a Federation content series where the series is presented by a Federation partner such as ?23 Stories?; or a Player of the [year, month, week, or game] award or designation which is presented by a Federation partner), provided that for a content series, the third?party branded content series features at least four (4) Players as individuals in a series or four (4) or more Players as a group, and (ii) for a partner-sponsored award or designation, the award or designation of the Player is suf?ciently clear; and further provided that no Player appears in such a series or award sponsored by a sponsor in which the Player has a pre?existing individual endorsement contract in that sponsor category withoth that Player?s consent. 9. ?Group Likeness,? in the context of a Federation use, means any use of a Player?s Likeness for Commercial Uses by the Federation in which at least four (4) WNT Players are featured in a piece in relatively equal prominence. 10. ?Group Likeness,? in the context of NWSL, means any use of a Player?s Likeness for Commercial Uses by NWSL or an NWSL Team in which at least four (4) NWSL players are included, of which no more than two (2) may be Allocated Players, unless a minimum of six (6) NWSL players are included, in which case additional Allocated Players may be included, provided that no more than half the Players featured in the Commercial Use are Allocated Players. All Players? Likenesses featured in such piece shall be in relatively equal prominence. 1 References to the NWSL in this Article refer to the NWSL or NWSL Media, as applicable. References that include NWSL Teams are explicit. 30 USSF WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000619 Case Document 170-6 Filed 02/20/20 Page 35 of 57 Page ID #:2359 11. ?Group Likeness,? in the context of a Players Association use, means any use of Player?s Likeness for Commercial Uses by the Players Association in which at least four (4) WNT Players are featured in a piece. B. Individual Likeness Usage by Federation, NWSL, NWSL Teams. 1. The Federation, the NWSL, and NWSL Teams shall have the right to use individual Players? Likenesses for Promotional Uses. 2. Neither the Federation nor the NWSL shall have the right to use individual WNT Player Likenesses for Commercial Uses or for Licensing Uses, unless the Federation or the NWSL receives the prior written approval of the individual Player and provides notice of that Player?s approval to the Players Association. C. Group Likeness Usage by Federation, NWSL, NWSL Teams. 1. The Federation, the NWSL, and NWSL Teams shall have the right to use the Group Likeness for Promotional Uses and Commercial Uses as described above. a. No Commercial Uses shall include the right to imply individual endorsement of a sponsor product or service by any WNT Player. A Commercial Use may imply individual endorsement when it unduly focuses on, features, or highlights, a WNT Player in a manner that leads a reasonable consumer to believe that the WNT Player is a spokesperson for, or promoter of, a commercial third-party?s brand, product, or service. The Players Association acknowledges that when the requisite number of Players appears in a piece and the piece makes clear that the sponsor is a sponsor of the Federation, the NWSL or an NWSL Team, as applicable, there is ordinarily no implied individual endorsement of the sponsor product or service, and (ii) for Footage uses, one (I) Player will often be the ?focus? of the action, but provided that the requisite number of Players are included in the Footage, there is ordinan'ly no individual endorsement of the sponsor product or service. b. Except for in Footage or Images derived from games featuring six (6) or more Players, no individual Player?s Likeness shall be included in a sponsor piece (including a digital or print creative) Featuring the Group Likeness if the Player has a pre-existing individual endorsement contract in the same product category, without that Player?s consent. For Footage and Images derived from games, no Player?s Likeness shall be the ?focus? of a sponsor piece in which she has a pre- existing individual endorsement contract in the same product category without that Player?s consent. Players shall provide the Federation with a list of the product categories of their individual endorsement agreements and shall update the list as necessary; the Federation shall be able to rely upon this list. 31 USSF - 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000620 Case Document 170-6 Filed 02/20/20 Page 36 of 57 Page ID C. #:2360 The Federation shall provide copies of proposed sponsor creatives to the Players Association as early in the process as practicable. The Players Association acknowledges that there is often little lead-time for social media uses. With respect to use of the Group Likeness for Commercial Uses in Footage, the Federation shall provide copies of proposed sponsor creatives to the Players Association for its approval as early in the process as practicable. The Players Association understands that while an individual Player may be the ?subject? of the Footage (for example, scoring a goal, making a tackle), as long as the requisite number of Players is included in the piece, there is ordinarily no implied individual endorsement. In conformance with the forgoing principles, Players Association approval of Footage for Commercial Uses shall not be unreasonably withheld. In exchange for Commercial Use of Player Likenesses as provided in this Article, the Federation shall make an annual payment to the Players Association in the amount of $350,000 (pro rata for 20] 7). 2. The Federation and the NWSL shall not have the right to use a Player?s Likeness for Licensing Uses, except as agreed to with the Players Association or the individual Player(s) for individual licensing deals. a. Notwithstanding the general prohibition on use of the Group Likeness for Licensing Uses in this Section C2, the Group Likeness may be used by NIKE for Licensing Uses on posters, calendars and similar products. If NIKE uses the Group Likeness for Licensing Purposes, the Federation shall pay to the Player Pool 50% of any royalties from such use paid by NIKE to Federation within thirty (30) days after payment is received by the Federation, except that the Federation shall not pay any such amounts to the Player Pool if the Likenesses used by NIKE are solely those of Players who have individual endorsement contracts with NIKE. D. Group Likeness Usage by WNTPA. ll. CONFIDENTIAL The Players Association shall have the right to use the Group Likeness for Commercial Uses, as follows: a. The Players Association shall not use the Group Likeness in a product category in which the Federation or the NWSL has a sponsor that has used the Group Likeness or activated around the WNT or NW SL in the past twenty-four (24) months or (ii) substantial negotiations with a potential sponsor, which negotiations include the right to use the Group Likeness, are ongoing, provided, however, that the potential sponsor with whom the negotiations are taking place uses the Group Likeness or activates around the WNT or NWSL within thirty-six (36) months from the start of the substantial negotiations or within twenty?four (24) months of executing a sponsorship agreement, whichever is 32 USSF WNTPA 2017?2021 CBA USSF_Morgan_000621 Case Document 170-6 Filed 02/20/20 Page 37 of 57 Page ID n-l- CONFIDENTIAL #:2361 shorter; and the Players Association shall in no event be prohibited from soliciting sponsors in product categories in which the Federation?s sponsor has given notice of its intention not to renew its sponsorship agreement; provided, however, that no such Players Association commercial arrangement shall commence prior to the expiration or termination of such Federation sponsorship arrangement. The Players Association shall not solicit sponsors in a product category in which the Federation or the NWSL has an existing sponsor that has used the Group Likeness or activated around the WNT or the NWSL in the past twenty-four (24) months. The Federation shall provide the Players Association with a list of all sponsors falling into and (ii) above (including each sponsor?s product category), and that list shall be updated as appropriate. Nothing in this subsection shall prevent the Players Association from using the Group Likeness for a Commercial Use if the Players Association has substantially negotiated the terms of a Commercial Use before the Federation provided notice of a sponsor?s use or planned use of the Group Likeness or activation in the same category. b. No Commercial Use of the Group Likeness by the Players Association shall feature Federation IP or NWSL IP unless the Players Association receives prior written approval. The Players Association shall have the right to use the Group Likeness for Licensing Uses, provided, however, that no Licensing Use of the Group Likeness by the Players Association shall feature Federation or WSL LP unless the Players Association receives pn' or written approval. Use of Description with Group Likeness. Upon advance written consent of the Federation, a group of more than three (3) Players or the Players Association may use the Description as de?ned in Article 16 (but no Federation IP) in conjunction with the Group Likeness for any purpose that is not likely to mislead a reasonable person to believe that the Federation is endorsing a business, product or service. The prior written consent and approval of the Federation shall not be unreasonably withheld for any use of the Description that is not for a competing sponsor in a category in which the Federation has an existing or imminent exclusive sponsor, so long as the agreement provides for termination of the use of the Description in a reasonable time not to exceed sixty (60) days in the event that the Federation enters into an exclusive sponsorship agreement with a competing sponsor in the same category, provided no new uses of the Description by the Players or the Players Association may occur after notice of the Federation's agreement with a competing sponsor has been given. The Players Association shall make a request in writing to use the Description with the Group Likeness, with a description of the intended use of the Description, to the Federation. The Federation shall have ?ve (5) business days to respond to the request. Failure by the Federation to respond within ?ve (5) business days shall be deemed an approval. The Federation shall not contact any sponsor involved about the intended use without the prior written consent of the Players Association. The Federation may suggest an amount to be paid by the sponsor for the use of the Description and the parties shall confer about the amount in good faith, but if the parties are unable to reach agreement as to compensation, that reason alone shall not 33 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000622 Case Document 170-6 Filed 02/20/20 Page 38 of 57 Page ID #:2362 constitute a basis for the Federation withholding approval. If the parties are unable to reach such an agreement, the Players Association can proceed to use the Description subject to all the terms and conditions of this Agreement, and any party involved can submit the issue of compensation to arbitration pursuant to the Grievance and Arbitration Procedure contained in Article 23 of this Agreement. E. Cooperation to Promote the Parties? Effective Use of the Group Likeness. l. 3. CONFIDENTIAL The Federation shall arrange for a Players Association point-of?contact at Soccer United Marketing (or its successor). The point-of?contact at SUM shall share its marketing strategies for use of the Group Likeness and shall receive input from the Players Association on effective use of the Group Likeness. There shall be quarterly progress meetings between the Players Association and the SUM point-of?contact. If a licensee or potential licensee of the Players Association requests a license from either the Federation or the NW SL to use Federation or NWSL IP (as applicable), the Federation or the NWSL shall respond to the licensee within ten (10) business days and will not unreasonably withhold its consent. In deciding whether to grant the requested license, the Federation or the NWSL shall apply in good faith the same standards that it ordinarily employs in deciding whether to grant licenses for that type of right. If a licensee or potential licensee of the Federation or the NWSL requests a license from the Players Association to use the Group Likeness, the Players Association shall respond to the licensee within ten (10) business days and will not unreasonably withhold its consent. In deciding whether to grant the requested license, the Players Association shall apply in good faith the same standards that it ordinarily employs in deciding whether to grant licenses for the Group Likeness. Players Association Brand. a. The Federation shall produce a team commercial, at least thirty (30) seconds in duration, to promote the WNT and feature the marks of the Players Association. Each calendar year, the Federation shall use best efforts to arrange for inclusion of the team commercial in broadcasts of WNT games as follows: the team commercial shall air during that year at least as many times as the WNT plays games that are initially broadcast (that is, if there are ?ve (5) initial broadcasts of WNT games in the year, the team commercial shall air at least five (5) times that year), where those broadcasts are controlled by the Federation. The team commercial shall also be included in a prominent position on the Players Association website. The team commercial must include promotion of WNT Players, but may not include promotional efforts for any commercial sponsor. Reasonably equivalent promotional reference must be made to the Players Association logo and the Federation logo (if the Federation logo is included). b. The Federation shall provide a link on its website to the Players Association website on its ?Women?s National Team? page. The link shall be in the form of a 34 USSF WNTPA 2017-2021 CBA USSF_Morgan_000623 Case Document 170-6 Filed 02/20/20 Page 39 of 57 Page ID #:2363 graphic of the Players Association logo, of reasonably equivalent prominence (location and size) to other links on that page. If the Federation publishes a media guide or yearbook in any year, the Federation shall provide the Players Association with one (I) complimentary full-page advertisement, to be provided by the Players Association, in the media guide or yearbook. The Federation shall provide Footage to the Players Association, on a royalty-free basis, for use in Players Association brand advertising and use at Players Association fundraisersconnection with a commercial third party. Each Players Association piece using Federation Footage shall contain no more than ?ve (5) seconds of Federation game footage, and any promotional piece shown at a Players Association fundraiser shall contain no more than one (1) minute total of Federation Footage. The Players Association shall be responsible for any access-related fees in connection with the Footage. F. The Federation shall not grant to any sponsor a requirement that Players wear the shoes or goalie gloves of that sponsor or provide such sponsor with the right to match or better competing offers from other manufacturers. ARTICLE 16 ENDORSEMENTS, MARKETING AND PROMOTIONS AS A WNT PLAYER A. Because of the Federation?s concern that the public might be misled to believe that a particular product or event is endorsed or sponsored by the Federation or by the NWSL Team, and the need of the Federation to preserve its reputation and integrity as the National Governing Body for the sport of soccer in the United States, Players and the Players Association agree that Players shall not: I . CONFIDENTIAL use any Federation IP or NWSL IP, all references to which in this Article shall be as defined in Article 15A, for any purpose, except as provided in Sections and below, and except that use of the WNT name (?United States Women?s National Team? or Women?s National Team?) as part of the name of the Players Association and/or the name of the Players Association's business arm shall not be prohibited; a. A Player shall not use any uniform of the WNT or the Federation for any purpose other than appearing in a game as requested by the Federation unless the Player shall have received the prior written consent and approval of the Federation. However, the prior written consent and approval of the Federation shall not be unreasonably withheld for any use that is not for a competing sponsor in a category in which the Federation has an existing or imminent exclusive sponsor, and (ii) does not involve more than three (3) Players appearing together, so long as the agreement provides for termination of the use of the P1ayer(s) in uniform in a reasonable time not to exceed six (6) months in the event that the Federation 35 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000624 Case Document 170-6 Filed 02/20/20 Page 40 of 57 Page ID #:2364 enters into an exclusive sponsorship agreement with a competing sponsor in the same category. b. Any Player(s) seeking to use one or more Player uniforms shall make a request in writing, with a description of the intended use of the uniform, to the Federation. The Federati on shall have ?ve (5) business days to respond to the request. Failure by the Federation to respond within ?ve (5) business days shall be deemed an approval. The Federation shall not contact any sponsor involved about the intended use without the prior written consent of the Player(s), or the Players Association. If the Federation does not approve of the use, it must provide a written statement of the reasons that the use will not be permitted, and the sole fact that the uniform is being worn by a Player is not a basis for rejection. The Federation may suggest an amount to be paid by the sponsor of the intended use (or by the Player(s)) for the use of the uniform(s), and the parties shall confer about the amount in good faith, but if the parties are unable to reach agreement as to compensation, that reason alone shall not constitute a basis for the Federation to withhold approval. The Player(s) can proceed to wear the unifonn(s) subject to all the terms and conditions of this Agreement, and any party involved can submit the issue of compensation to arbitration pursuant to the Grievance and Arbitration Procedure contained in Article 23 of this Agreement; 2. make any endorsements or commercial appearances, sponsor any products, or use or consent to the use by any third party of any Likeness of a Player, in which Player appears, either alone or with others, with any Federation IP or NWSL IP, in any attire which closely resembles or is confusingly similar to an of?cial WNT, Federation or NWSL Team uniform, or in any attire whatsoever bearing or displaying any Federation IP or NWSL IP unless the Player(s) Shall have received the prior written consent and approval of Federation as speci?ed in Section A.1 above; or except as expressly permitted under Section below, engage in marketing efforts, alone or with others, as the WNT or in her capacity as a WN Player or NWSL player that will lead someone to believe that the Federation, WSL, or an NWSL Team (as applicable) has endorsed a business, product or service. Nothing in this Agreement shall be deemed to give any Player or the Players Association the right, without the Federation's prior written consent, to state or imply that the Federation, the NWSL, or an WSL Team has endorsed a product, service, or business. B. Use of Descn'ption. . CONFIDENTIAL De?nitions. a. "Description" means identifying the Player as the captain, member or as playing a particular position on the Team. "Description" shall include any of the following: "Member of the U.S. National Team,? ?Member, US. National Team," "Member of the US. Women's National Team," "Member, US. Women?s National Team,? ?Member of the US. National Soccer Team," ?Member, US. National Soccer 36 USSF WNTPA 2017?2021 CBA Case Document 170-6 Filed 02/20/20 Page 41 of 57 Page ID #:2365 Team," "Member of the US. Women's National Soccer Team," or "Member, US. Women' National Soccer eam," but speci?cally excludes the phrases National Team," Women' 3 National Team," National Soccer Team," and Women' 3 National Soccer Team," except when used as part of the name of the Players Association or its business arm, as provided in Section A. above. Nothing in this Article shall be interpreted as limiting a Player's right (either individually or in a group setting with six (6) or fewer other members of the Team) to describe herself/themselves by her/their position in conjunction with the descriptive phrase or "United States" (for example, "United States Defender"). b. "Pre-Approved ormat" shall mean if the Description is used in conjunction with the Player's name in a font size one?half (or smaller) the font size of the typeface of the Player's name, and the area of the Player's name and the Description (de?ned by the perimeter of the outermost edge of the typeface ofthe combined name and Description) is less than of the size of the page, or (ii) used in conjunction with the Player's name, not as a primary feature, in a biographical context and along with the other biographical information in a font one-half (or smaller) the font size of the typeface of the Player's name. 2. Use of Description by Three (3) or Fewer Players. Notwithstanding anything in this Agreement to the contrary, three (3) or fewer Players may use the Description (as defined above) but not Federation IP in conjunction with the Players? [likenesses for any purpose that is not likely to mislead a. reasonable person to believe that the Federation is endorsing a business, product or service. The Player(s) are not required to seek any advance consent from the Federation if the Description is used in the "Pre-Approved" format. For any other use of the Description or for any use of the Description in non-Pre- Approved format, the Player(s) must receive the advance written consent of the Federation. C. For purposes of this Section, the Federation agrees that Player(s) and/or the Players Association may engage in the following marketing efforts in accordance with the terms and conditions expressly set forth in this Section: 1. Player(s) and/or Players Association may enter into marketing arrangements with third parties provided such arrangements do not include any Federation IP or NWSL and 2. Player and/or the Players Association may arrange for and attend events provided such events do not include any Federation IP or NWSL LP. D. With respect to of?cial memorabilia to be autographed (no facsimile signatures), more than seven (7) Players may sign an individual memorabilia item and such item shall not be deemed an implied endorsement of the WNT provided no use of Federation lP or NWSL 1P is made and further provided that (1) the item to be autographed is made or distributed by a Federation or NWSL sponsor or licensee if the Federation or NWSL has a sponsor or licensee that makes or distributes such product ("Sponsor Product"), provided the sponsor is 37 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000626 Case Document 170-6 Filed 02/20/20 Page 42 of 57 Page ID #:2366 willing to provide such Sponsor Products at a price within 10% of the price otherwise available to Players for such product, and (2) if Players are unable to purchase Sponsor Product(s) under (1) above, Players may use a genetic such product but may not use the product of any competing sponsor. E. Notwithstanding anything in this Agreement to the contrary, (1) Players may make endorsements in their personal capacity or in their capacity as a member, employee, or agent of the Players Association or another entity (but not in their capacity as a. representative of the WN T, the Federation, the NWSL, or an NWSL Team), and (2) Players may be involved in any number in their personal capacities in soccer camps, books and other publications, videos, websites, or other businesses in which Players are not merely endorsers of a product or service and use the Description in conjunction therewith (without use of Federation or NWSL 1P). Such involvement shall not constitute a violation of this Agreement provided that the promotional materials for any such camp or business do not suggest or create the impression that the WNT, the Federation, the NW SL, or an NWSL Team is sponsoring or endorsing the camp, book or other publication, video, website, or business. In any book or other publication, Players may also use photographs that are in the public domain or could be used by any other author. For books and other publications, videos, and websites that do not have sponsors that are in a category in which the Federation has an existing or imminent exclusive sponsor, Player(s) or the Players Association can request use of the Players' uniforms in accordance with the provisions of Section A, above. F. No Federation or NWSL Endorsement. Nothing in this Agreement shall be deemed to give the Player(s) and/or the Players Association the right, without the Federation?s or the prior written consent, to suggest or imply that the Federation, the NWSL or an NWSL Team has endorsed a product. ARTICLE 17 ACCESS TO PHOTOGRAPHS AND FOOTAGE In addition to the access provided in Article 15, the Federation agrees to make photographs and footage of the WNT and its games available to the Players Association and the Player(s) for use by the Players Association or Player(s) in connection with charity events. The Federation shall not charge the Players Association or the Player(s) for such uses of the photographs and/or footage, however, the Players Association and/or Player(s) shall be responsible for all third-party costs associated with acquiring the photographs and/or footage. ARTICLE 18 PLAYER APPEARANCES A. Promotional Appearances. Players shall make reasonable appearances requested by the Federationwand if the Player is an NWSL Allocated Player, the NWSL or an NWSL Teamwto advertise, promote, or develop the Federation, WNT, the NW SL, an NWSL Team, 38 USSF - WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000627 Case Document 170-6 Filed 02/20/20 Page 43 of 57 Page ID #:2367 or any game or tournament being played by any of those entities or the sport of soccer. Notice shall be provided to the Players Association when an NWSL Allocated Player agrees to make a promotional appearance on behalf of the NW SL or an NWSL Team. Players shall not be required to make unreasonable promotional appearances. The following factors shall serve as guidelines for the reasonableness of the request: 1. Duration of the appearance. Appearances exceeding three (3) hours including travel are generally unreasonable; appearances under three (3) hours including travel are generally reasonable. 2. Type of activity. ?Meet and greets,? photo opportunities, autograph signing sessions, brief 5 minutes or less) speaking engagements regarding Player experience (not including a and non-com petitive skills demonstrations are generally reasonable; competitive skills demonstrations and/or clinics are generally unreasonable. 3. Frequency of requests. One (1) appearance request per month per Player is generally reasonable; more than one appearance request per month per Player is generally unreasonable. 4. Logistical ease. The requesting party should provide a point of contact at the appearance site and a member of the requesting party?s staff should accompany the Player to the appearance site. 5. Proximity to games. Appearances the day before a game and the day of a game are generally unreasonable; appearances requiring physical activity after a game on the day of the game are generally unreasonable. B. Commercial Appearances. Commercial appearance requests shall be for one (1) or more Player(s) without identification of which Player(s) are requested. The Players Association shall ensure that a Player(s) is furnished in response to all commercial appearance requests. NWSL Allocated Players shall have the discretion to decline to make commercial appearances requested by NWSL Teams or the NWSL. If a sponsor requests an individual Player by name to make an appearance or to deliver a direct endorsement of the company or product, the sponsor will be directed to negotiate an appearance fee with the individual Player or the Player?s representative and such appearance shall be subject to a fee being agreed. For all other commercial appearances, compensation shall be paid to the WNT Player/NWSL Allocated Player making the appearance as follows: 1. Request by the Federation - $4,000 per appearance. 2. Request by the NWSL or NWSL Team - $2,500 per appearance. payable by the Federation. There shall be a limit of four (4) paid appearances per NWSL Allocated Player per NWSL season, provided that there is no limit on the number of paid appearances when there exists a bona ?de personal endorsement contract between the Player and an NW WSL Team sponsor, and for such appearances, no appearance fee shall be due from the Federation. 39 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000628 Case Document 170-6 Filed 02/20/20 Page 44 of 57 Page ID #:2368 Travel for commercial appearances shall be at least at the same standards provided for travel to WNT camps. ARTICLE 19 PARTNERSHIP BONUSES A. Exceeding the SUM Gross Revenue Targets 1. For 2017-2018. If SUM exceeds the target of $86 million (the ?Target?) in ?Gross Revenues? as de?ned in the SUM Agreement for the period from January 1, 2015 through December 31, 2018, the Federation shall pay to the Players Association 10% of the additional amounts due the Federation from SUM no later than June 30, 2019. Example: Gross Revenue Target is Actual Gross Revenues through 2018 are The Federation is entitled to (70% of The Players Association is then entitled to $280,000 (10% of 2. For 2019 through 2021. If SUM generates more than $26.5 Million (the ?Annualized Average Target?)2 in Gross Revenues in a calendar year, the Federation shall pay to the Players Association 10% of the amount to which Federation would be entitled if the Gross Revenue Target were calculated annually and by which the Gross Revenues for the applicable calendar year exceeds the Annualized Average Target, no later than June 30 of the following year. Example: Annualized Average Gross Revenue Target is Actual 2019 Gross Revenues are The Players Association is entitled to $175,000 70% 10%) B. Increasing WNT Vi ewership Ifin any calendar year during the term of this Agreement the average per game United States viewership of Federation owned and controlled home games in which the WNT 2 The Gross Revenue target for 2019-2022 is $106 million. The Annualized Average Target is 25% of this amount. 40 USSF WNTPA 2017-2021 CBA Case Document 170-6 Filed 02/20/20 Page 45 of 57 Page ID #:2369 participates and which are broadcast (whether on network or cable television and/or streamed on the internet and for which viewership data is tracked) exceeds the average viewership for the preceding calendar year by 10% or more on the applicable medium, the Federation shall pay the Players Association the Following ?Viewership Bonuses?: 9.11.1191. Viewership Bonus (2017-2021) ESPN $11000 ESPN 2 $15,000 Fox Sports 1 $15,000 Fox Sports 2 $15,000 Univision $15,000 Fox Broadcast Network (or other $15,000 non-cable network) ESPN Streaming App $15,000 Fox Streaming App $15,000 2. [fin any calendar year during the term of this Agreement the average per game United States viewership of Federation owned and controlled home games in which the WNT participates and which are broadcast (whether on network or cable television and/or streamed on the internet and for which viewership data is tracked) fails to exceed the average viewership for the preceding calendar year by 10% or more on the applicable medium, but, when the viewership increase in any calendar year (starting with 2018) when added to the viewership increase in the prior years during the term exceed the average viewership from 2016 by the following speci?ed amounts, then the Federation shall pay the Players Association the Viewership Bonus(es) speci?ed above. CONFIDENTIAL 2018 2019 2020 2021 Percentage Increase over 20 6 21% 3 3. 1% 46.4% 61.1% 41 USSF - WNTPA 2017-2021 CBA USSF_Morgan_000630 Case Document 170-6 Filed 02/20/20 Page 46 of 57 Page ID #:2370 3. No Viewership Bonus shall be due the Players Association for any year during the term of this Agreement if the average viewership declines year-over-year, even if the cumulative viewership increase exceeds the percentage increases speci?ed in Section B2, above, as applicable. Iffor any outlet there are no prior viewership statistics within the prior three (3) years, the average per game United States viewership of the game shall be established by the viewership of the initial broadcast. If there is no baseline viewership statistic and there is only one (1) event per year televised on that network, the Federation shall pay to the Players Association a share of the viewership bonus for that network equal to the fractional portion of the viewership bonuses earned on the other networks in that year. For example, if, in 2017, the Players Association achieves a viewership bonus on ESPN, Fox Sports 1 (and assuming no games aired on Fox Sports 2), and Streaming but not on Univision or ESPN 2, and there was only one (1) game broadcast on Fox (for which no baseline number currently exists), the Players Association shall receive a bonus equal to $9,000 Viewership Bonuses, if any, shall be paid to the Players Association no later than June 30 of the year following the year in which the bonus has been earned. C. Enhanced Attendance Bonus; Sell?Out bonus. For the purposes of this section, the following definitions shall apply: The ?average ticket price? shall mean the total ticket sales revenue generated by the Federation from the sale of tickets for the game divided by the total number of tickets sold by the Federation. A ?sell out? shall be deemed to have occurred when 985% of the tickets available for sale by the Federation are sold. CONFIDENTIAL Ticket Share. For each Federation owned and controlled home game in which the WNT participates, the Federation shall pay to the Players Association, $1.50 per paid ticket. If the Men?s National Team base per-paid ticket rate increases before the end of 2021, the WNT base per-paid ticket rate shall increase to the same amount for the then~remaining term of this Agreement. Enhanced Attendance Bonus. For each Federation owned and controlled home game in which the WNT participates, the Federation shall pay to the Players Association an ?Enhanced Attendance Bonus? of an additional 7.5% of the average ticket price for paid tickets in excess of 17,000 (the ?Attendance Floor?). The Players Association acknowledges that setting the pii ce of tickets to WNT events is a matter submitted to the sole discretion of the Federation. Sell-Out Bonus. If a Federation owned and controlled home game in which the WNT participates is a ?sell out,? then the Federation shall pay to the Players Association the greater of the ?Enhanced Attendance Bonus? set forth in Section 01, above, or a 42 USSF - WNTPA 2017?2021 CBA USSF_Morgan_000631 Case Document 170-6 Filed 02/20/20 Page 47 of 57 Page ID #:2371 bonus of $15,000 (a ?Sell Out Bonus?), provided the paid attendance exceeds the Attendance Floor. 4. The Enhanced Attendance Bonuses and/or Sell Out Bonuses shall be paid quarterly in arrears. D. FIFA Prize Money. If the prize money paid by FTFA for 2'?1 or 3rd place in the IFA Women?s World Cup is increased during the term of this Agreement, the Federation shall pay to the Players 10% of the incremental increase for such prize money the Federation receives from FIFA provided that such prize money received by the Federation exceeds the bonus the Federation has already agreed to pay. In no event shall the sum of the World Cup bonus payable to the Players for placing in the World Cup and the incremental share of prize money paid pursuant to this section fall below 60% of the LFA prize money paid to the Federation. E. Players Association and Player Efforts. The Players Association and the Players recognize that they have the ability to in?uence sponsors, broadcast viewership, attendance and fans of the WNT beyond their performance on the ?eld by virtue of their interactions in public and on social media. The Players Association and the Players agree that they may use this ability to help them achieve the sponsorship bonus, Viewership Bonuses, and the Enhanced Attendance Bonuses and/or Sell Out Bonuses. F. Post-Tournament Tours. 1 . There shall be 4-game tours following the World Cup and Olympics if the WNT places ?rst, second, or third in the respective world tournaments. 2. The games are to be played with the same roster that appeared in the tournament to the extent such Players are available to participate. 3. The games are to be played on dates following the world tournament, as scheduling allows. 4. Players who participate in the tour but were not on the roster of the applicable tournament shall receive appearance fees in tour games. 5. If the WNT does not place ?rst, second, or third in either the World Cup or the Olympics, any post-tournament games shall be compensated as Friendly Games. 43 USSF 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000632 Case Document 170-6 Filed 02/20/20 Page 48 of 57 Page ID #:2372 ARTICLE 20 COMPLIMENTARY TICKETS A. Player Complimentary Tickets 1. Any Player on the roster for a Federation-controlled game in the United States that is open to the public or who is called in by the Federation for a training session associated with such a game shall receive eight (8) complimentary tickets to that game and any public hospitality event immediately preceding or following the game. Upon the Player?s request, the Federation shall provide the Player with up to two (2) complimentary passes to any Player Greeting Area for use by friends and family. Players on the roster for a World Cup qualifying game held in the United States shall receive six (6) complimentary tickets to that game and any Federation-controlled public hospitality event immediately preceding or following that game. 2. Any Player on the roster for a game that is not held in the United States (including World Cup qualifying games) that is open to the public or who is called in by the Federation for a training session associated with such a game shall receive two (2) complimentary tickets to that game and any Federation?controlled hospitality event immediately preceding or following the game. 3. Any Player on the World Cup roster shall receive three (3) complimentary tickets to each World Cup game in which the United States participates and the right to purchase ten (10) additional tickets to each such game at the price paid by the Federation for the tickets, plus any administrative or other fees authorized by FIF A that are charged by the Federation to everyone who purchases tickets from the Federation. 4. Any Player on the roster for a World Cup Qualifier who is not on the World Cup Roster shall have the right to purchase four (4) tickets to each World Cup game in which the United States participates at the price paid by the Federation for the tickets, plus any administrative or other fees authorized by FIF A that are charged by the Federation to everyone who purchases tickets from the Federation. 5. All tickets to the World Cup qualifying games and World Cup games made available to any Player pursuant to this Article 20 shall be subject to any and all restrictions imposed by FIFA on such tickets including, but not limited to, restrictions with respect to transfer, resale, or inclusion in promotions. 6. NWSL Allocated Players shall receive four (4) complimentary tickets for NWSL home games and two (2) complimentaiy tickets for NW SL away games upon request. B. Players Association Complimentary Tickets 1. On request, the Players Association shall receive ten (10) complimentary tickets to all games in the United States, and fifteen (15) complimentary tickets to all games in the New York, Los Angeles, Washington, DC, and San Francisco metropolitan areas, and 44 USSF - 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000633 Case Document 170-6 Filed 02/20/20 Page 49 of 57 Page ID #:2373 three (3) complimentary passes to any public hospitality sessions immediately preceding and/or following the game. The Players Association may purchase any additional tickets at preferred pricing, as available. 2. Subject to availability, the Players Association shall have the right to purchase up to thirty (30) tickets to each World Cup qualifying game and World Cup game (and the Federation shall ensure at least ?fteen (15) tickets are available for purchase to each such game) in which the United States participates, at the price paid by the Federation for the tickets, plus any administrative or other fees authorized by CONCACAF and/or FIFA that are charged by the Federation to everyone who purchases tickets from the Federation. 3. All tickets to World Cup qualifying games and World Cup games made available to the Players Association pursuant to this Section shall be subject to any and all restrictions imposed by CONCACAF and/or FIFA on such tickets, including, but not limited to, restrictions with respect to transfer, resale, or inclusion in promotions. ARTICLE 2] ACCOU NTING A. Quarterly Accountirg The Federation shall provide to the Players Association a quarterly accounting of all payments made directly to each WNT Player, including the date of and the reason for each payment. B. Individual Payments. Payments due to the Players participating in a particular game or tournament (that is, Non-Roster Camp Fees; annual base compensation for WNT Contracted Players; NWSL compensation for NWSL Allocated Players; win and tie bonuses in connection with friendlies; placement bonuses in connection with She Believes Tournament, Four Nations Tournament, World Cup Qualifying Tournament, Olympic Qualifying Tournament; and roster bonuses in connection with the World Cup and Olympics; World Cup and Olympic Qualifying bonuses; post?World Cup and Olympic Tour payments; and the signing bonus) shall be paid by the Federation directly to the Players to whom such payments are due. C. Players Association Payments. If requested by the Players Association, payments due to the Players Association (the Commercial Use of Player Likeness payment and Article 19 Partnership Bonus payments other than Article 19D Prize Money?) shall be distributed to the Players by the Federation as directed according to written instructions provided by the Players Association. In connection with such distribution, the Federation shall deduct and retain, at the time of distribution, amounts representing employer match payroll taxes (for example, social security and Medicare) on such amounts from such distributions. 45 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000634 Case Document 170-6 Filed 02/20/20 Page 50 of 57 Page ID #:2374 ARTICLE 22 FRIENDS AND FAMILY PROGRAM A. The Federation shall organize a program for the Players who are named to the World Cup roster that will assist the Pl ayers' immediate families (which for this purpose shall mean a Player's parents, grandparents, siblings, children, spouses, and signi?cant others) in traveling to the World Cup and in attending World Cup games (the Program?). B. The Program shall be at least reasonably equivalent to the program provided in 2015, and the Federation shall be free to exercise its judgment on how best to achieve this objective. The Federation shall not be required to spend any speci?c amount on such Program or to provide any speci?c support or bene?ts, as long as the overall program is at least reasonably equivalent to the program provided in 2015. C. The Federation and the Players acknowledge and understand that the precise nature of any speci?c Program may be influenced by and dependent upon a variety of factors associated with each World Cup, including but not limited to differences in cost and circumstances, the nature of the venue(s), the quantity and quality of available facilities, security issues, and sponsor commitments. The Federation and the Players also specifically acknowledge that providing a Program outside the United States and Canada presents many more challenges than running a Program within the United States or Canada, and these additional challenges must be considered when determining whether a program is reasonably equivalent to the program provided in 2015. D. The Federation shall provide a written outline of the Program to the Players in advance of the World Cup and, if requested, the Federation shall provide the Players Association a written or oral explanation of how the Federation believes the Program is at least reasonably equivalent to the program provided in 2015, including a comparison of the estimated cost of the program with the amount spent by the Federation in 2015. E. With the exception of the obligation to provide the Program, the obligation to provide tickets as set forth in Article 20, above, and any other obligation explicitly set forth in this Agreement, the Federation has no obligation to provide any bene?ts of any kind to the Players or their friends and families, including without limitation, airfare, hotel accommodations, meals or tickets and/or entiy to any events other than those listed above. Participants in the Program must comply with all security requirements. ARTICLE 23 GRIEVAN CE AND ARBITRATION PROCEDURE A. Any dispute involving the interpretation or application of, or compliance with, any provision of this Agreement or the application of a Federation rule shall be resolved exclusively in accordance with the procedure set forth in this Article. 46 USSF - WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000635 Case Document 170-6 Filed 02/20/20 Page 51 of 57 Page ID #:2375 B. Initiation. l. A grievance may be initiated by the Federation, the Players Association, or a Player(s). 2. A grievance must be initiated within sixty (60) days from the date of the occurrence or non?occurrence of the event upon which the grievance is based, or within thirty (30) days from the date on which the facts of the matter became known or reasonably should have been known to the initiator of the grievance, or within thirty (30) days from the date on which the initiator has standing to file such a grievance under this Agreement, whichever is later. C. Filing. 1. The Players Association or Player(s) shall initiate a grievance by ?ling a written grievance by email to the Federation, and, if ?led by the Player, by emailing a copy of the grievance to the Players Association. The Federation shall initiate a grievance by ?ling a written grievance by email to the Players Association. If the grievance directly concerns one or more individual Player(s), the Federation shall also email a copy of the grievance to that Player(s). The grievance shall set forth the speci?cs of the alleged action or inaction giving rise to the grievance. 2. The party against whom a grievance is ?led shall respond in writing by email within ten days of receiving the grievance. 3. If the response denies the grievance, it shall explain the reasons for the denial. 4. If a party against whom a grievance is filed fails to submit a timely denial, the grievance shall be deemed denied. D. Grievance Committee. l. Ifa grievance is not resolved within seven (7) days after the response has been ?led (or after the grievance is deemed denied), unless the Federation and the Players Association agree in writing that the grievance shall proceed directly to arbitration, the grievance shall be referred to a Grievance Committee consisting of one representative appointed by the Federation and one (1) representative appointed by the Players Association. The parties shall name their Grievance Committee representatives within ten (10) days after the response has been filed (or after the grievance is deemed denied). Within twenty (20) days following the identification of the Grievance Committee representatives, the Grievance Committee shall meet in person or by telephone. 2. At the Grievance Committee meeting, the Federation and the Players Association shall discuss with speci?city the claims, issues, and/or questions presented by the grievance and review and discuss resolution and/or settlement of the grievance. 47 USSF WNTPA 2017-2021 CBA CONFIDENTIAL Case Document 170-6 Filed 02/20/20 Page 52 of 57 Page ID #:2376 3. All discussions between and among the Grievance Committee shall be deemed settlement discussions and shall be inadmissible before the Impartial Arbitrator. 4. Unless otheiwise agreed to in writing by the parties, a failure by either party to timely name its Grievance Committee representative or a failure of the Grievance Committee to timely meet, shall permit the party initiating the grievance to proceed to arbitration. E. Arbitration. If the Grievance Committee fails to resolve a grievance or does not timely meet, either the Players Association or the Federation may, within ?fteen (15) days following the meeting or twenty (20) days following the identi?cation of the Grievance Committee representatives, whichever comes later, submit the grievance to arbitration by ?ling a written notice by email and ?rst?class mail with the Impartial Arbitrator and the other party. If the Federation and the Players Association have mutually agreed to proceed to arbitration without Grievance Committee review, the party requesting arbitration shall ?le the written notice to the Impartial Arbitrator. F. Selection of Impartial Arbitrator. By mutual agreement, the Federation and the Players Association may jointly select an Impartial Arbitrator who shall serve for the duration of this Agreement unless discharged in writing by the Federation and/or the Players Association no later than December 31 (or, if December 31 is a Saturday or Sunday, the last business day of the year) of any year during the term of this Agreement. An Impartial Arbitrator who is discharged shall render decisions in cases already heard but shall not hear any additional cases. If they mutually agree to do so, the Federation and the Players Association may select a new Impartial Arbitrator. If there is no standing Impartial Arbitrator when an arbitration is initiated, an Impartial Arbitrator shall be selected under the Labor Rules of the American Arbitration Association. G. Hearing. The Impartial Arbitrator shall conduct a fair and complete hearing while keeping the costs of the proceeding in mind. To that end, in appropriate cases, hearings may be conducted by telephone conference or videoconference if the Impartial Arbitrator so directs. Individual witnesses may be permitted to testify by telephone except where either the Federation or the Players Association objects and the Impaltial Arbitrator ?nds that evaluation of the witnesses' credibility is of importance to the case. Unless otherwise set forth in this Article, the Labor Rules of the American Arbitration Association shall govern the hearing. Arbitrator or by mutual agreement of the parties. I. Post-hearing briefs. If post-hearing briefs are permitted in a case, they shall be ?led on a schedule agreed to by the Federation and the Players Association or as determined by the Impartial Arbitrator. I. Arbitrator?s Decision and Award. The Impartial Arbitrator shall render a written decision within thirty (30) days of the later of the close of the record or of the ?ling of briefs, if any. 48 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL Case Document 170-6 Filed 02/20/20 Page 53 of 57 Page ID #:2377 1. The Impartial Arbitrator shall not have the authority to add to, subtract from, or alter in any way the provisions of this Agreement. 2. The decision of the Impartial Arbitrator shall constitute full, ?nal, and complete disposition of the grievance, and shall be binding on the Federation, the Players Association, and any affected Player(s). K. Time Limits. If any grievance is not processed or resolved in accordance with the prescribed time limits within any step (unless an extension of time has been mutually agreed upon in writing), the grieving party may proceed to the next step by notifying the other party of its intent in writing. This provision does not apply to the time limit for initiating a grievance set forth in Section 8.2., above. L. Costs. The joint costs of the arbitration, including, but not limited to, the fees and expenses of the Impartial Arbitrator, the costs of any hearing room, and the cost of any transcript created at the direction of the Impaltial Arbitrator or jointly requested by the Federation and the Players Association, shall be borne equally between the Federation and the Players Association. The Federation and the Players Association each shall be responsible for its own costs. M. Payment. If a monetary award is made by the Impartial Arbitrator, payments as ordered shall be tnade within thirty (30) days of the receipt of the award except that if the losing party challenges the award in federal court, payment shall not be due unless and until the award is deemed ?nal and not subject to further appeal. If the award is upheld, the losing party shall pay to the prevailing party at rate and in the manner used by National Labor Relations Board, beginning with the date of the arbitrator?s award. The time limit for payment may be extended by mutual consent of the parties or by a ?nding of good cause for the extension by the Impartial Arbitrator. N. Expedited Arbitration. Either the Federation or the Players Association may ask the Impartial Arbitrator to arbitrate the grievance on an expedited basis. The Impartial Arbitrator shall rule on that request after hearing from both the Federation and the Players Association. 0. Ex Parte Communications. Neither the Federation nor the Players Association shall have ex parte contact with the Impartial Arbitrator without the written consent of the other party. P. Federation Bylaws. Nothing in this Agreement shall deprive any Player of any and all rights under the bylaws of the Federation. 49 USSF - 2017-2021 CBA CONFIDENTIAL . USSF_Morgan_000638 Case Document 170-6 Filed 02/20/20 Page 54 of 57 Page ID #:2378 ARTICLE 24 PLAYER SELECTION AND PARTICIPATION All Federation decisions concerning the selection and participation of Players with or on the WNT shall be made solely to promote and/ or enhance the best interests of the WNT and the WNT Program. ARTICLE 25 NO DISCRIMINATION Neither the Federation nor the Players Association shall discriminate against or in favor of any Player because of religion, race, color, national origin, age, marital status, sexual orientation, or membership or non-membership in or support of or non-support of any labor organization. ARTICLE 26 NO LOCKOUT A. No Strike. Neither the Players Association nor any Player shall authorize, encourage, or engage in any strike, work. stoppage, slowdown, or other concerted interference with the activities of the Federation during the term of this Agreement. No player shall decline to play or practice or in concert with any other person otherwise interfere with the activities of the Federation, or individually or in conceIt encourage any other Player to do so, because of picketing or a labor dispute involving any other labor organization. The Players Association shall not support or condone any action of any Player which is not in accordance with this Article, and the Players Association shall exert reasonable efforts to induce compliance with this Article. B. No Lockout. The Federation shall not engage in a lookout during the term of this Agreement. ARTICLE 27 MISCELLANEOU A. Integration, Entire Agreement. It is expressly provided that substantive bargaining discussions between the parties and the substance of the parties? prior CBAs and UPAs may be offered and considered by the Impartial Arbitrator, if deemed appropriate by him or her. The Federation and the Players Association acknowledge and agree that this Agreement and the Exhibit attached to this Agreement represent the entire agreement and understanding between the parties and supersede any prior agreement, prior understanding or prior negotiations respecting any matters covered by this Agreement and the Exhibit. No term of this Agreement or of the Exhibit to this Agreement shall be modi?ed, altered, or amended except in a writing signed by both the Federation and the Players Association. 50 USSF WNTPA 2017?2021 CBA CONFIDENTIAL USSF_Morgan_000639 Case Document 170-6 Filed 02/20/20 Page 55 of 57 Page ID #:2379 B. Choice of Law. To the extent that federal law does not govern the implementation of this Agreement, this Agreement shall be construed and interpreted under, and shall be governed by, the law of the State of Illinois without regard to its conflicts of law provisions. C. Notices. All notices under this Agreement shall be delivered by email and by hand, ovemight delivery service, or first-class mail. Notices to a Player shall be addressed to the Player at the address contained in the Federation's personnel records, as amended from time to time, or to the Player's agent or representative, and to the Players Association. Notices to the Federation, shall be addressed to the Federation at its corporate headquarters. Notices to the Players Association shall be delivered to the Players Association?s Executive Director, or, if there is no Executive Director, to a Player Representative. The Players Association shall update the Federation as to the identification of the Player Representatives, as needed. D. Non-Waiver. The failure of either party to insist, in any one or more instances, on the performance of any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted under this Agreement or of the future performance of any such term or condition, and the obligations of the non-performing party shall continue in full force and effect. E. Headings and Organization. The headings and organization of this Agreement are solely for the convenience of the parties, and shall not be deemed part of or considered in construing or interpreting this Agreement. F. Time Periods. 1. Unless speci?cally stated otherwise, the specification of any time period in this Agreement shall include any non?business days within that period, except that any deadline falling on a Saturday, Sunday, or federal holiday shall be deemed to fall on the following business day. 30 All time periods referred to in this Agreement shall be deemed to begin on the day immediately following the day on which the relevant event occurred. G. Exhibit A. The WNT CBA Financial Terms Schedule attached to this Agreement as Exhibit A is an integral part of this Agreement. H. Signatures. This Agreement maybe signed in one or more counterparts (including facsimile or electronic signatures), each of which shall be deemed to be one and the same instrument. I. Assignment. The Federation shall retain the right to assign or license any ofits rights in this Agreement to any division of the Federation or a subsidiary or similar legal entity created to perform licensing and/or marketing functions performed by the Federation or its agents as of the date of this Agreement. The Federation shall retain the right to assign or license any of its rights related to the NWSL to the NWSL or its subsidiary or similar legal entity created to perform licensing and/or marketing functions performed by the NWSL or its agents. The Players Association shall retain the right to assign or license any or all of its rights in this Agreement to any affiliated legal entity created to perform licensing and/or marketing functions on behalf of the Players or the Players Association. 51 USSF - WNTPA 2017-2021 CBA CONFIDENTIAL USSF_Morgan_000640 Case Document 170-6 Filed 02/20/20 Page 56 of 57 Page ID #:2380 Uxaiieg?gaiee Sauces; FeaQ'?z?m, Em. Wmmn?a Naiien? ".E?eam Piayers i i met: .. 5/Name-:2 ics?i-imki Kym-Ugh I: 1? Player Representative Ti'??i Chief {ExecuIive Seam-mi? Eenemf a 5 1 .: f. - Date: 5 {$34.9 if! . Player Representative Date: WNTPA Mayer Representative 32mm: 52 USSF WNTPA 2017?2021 CBA CONFIDENTIAL Case 2: 19-CV-01717-RG K-AG Document 170-6 Filed 02/20/20 Page 57 of 57 Page ID EXHIBIT A 2381 WNT CBA Financial Terms 2017?2021 (Per Diem Domestic Day 62.50 International Day 75.00 Non-Roster Camp Fee Per Player 10 days) 1,500 2,000 Per Player 10 days) 2,500 3,000 Contract Players - Annual Base Compensation 100,000 Non?Contract Player - Per Game Appearance Fee 2017-2018 3,250 3,750 2019-2020 3,500 4,000 2021 3,750 4,250 All Worid Cup 4,500 4,500 NWSL Annual Compensation - Tier 1 11 players Annual increase of $2,500 67,500 NWSL Annual Compensation - Tier 2 11 players Annual increase of $2,500 62,500 Per Game Outcome Opponent Player Total Pool Total Friendlies Win Rank 1?4 (+Canada) 3,500 Rank 5-8 6,500 Rank 9+ 5,250 Tie Rank 14 (+Canada) 1,750 Rank 5?8 1,250 Rank 9+ She Believes Tournament Place Bonus (23) 5,000 115,000 Four Nations Tournament Place Bonus (23) 5,000 115,000 World Cup Qualifying Win (20) 3,000 60,000 Tie (20) 500 10,000 Lose (20) - World Cup Qualification Bonus (20) 37,500 750,000 Roster Bonus (23) 37,500 862,500 3rd Place (23) 25,000 575,000 2nd Place (23) 50,000 1,150,000 Place (23) 110,000 2,530,000 Post WC Tour (4 games) Gold Per Game (4) 350,000 1,400,000 Silver Per Game (4) 300,000 1,200,000 Bronze Per Game (4) 250,000 1,000,000 Olympic Qualifying Win (20) 3,000 60,000 Tie (20) 500 10,000 Olympics Qualify/ Player (20) 25,000 500,000 Roster Bonus Player (18) 25,000 450,000 3rd Place Player (18) 25,000 450,000 2nd Place Player (18) 55,500 999,000 Place Player (18) 100,000 1,300,000 Post Olympic Tour (4 games) Gold Per Game (4) 300,000 1,200,000 Silver Per Game (4) 250,000 1,000,000 Bronze Per Game (4) 200,000 300,000 Signing Bonus 230,000 53 USSF - 2017-2021 CBA CONFIDENTIAL