HEAD FOO’ LL COACHIN This Agreement is entered into by and between East Tennessee State Universi educational institution of the State of Tennessee (here 's Department, Johnson City, Washington County Randy Sanders (hereinatier, “Coach”). a public after, “University”), for and on behalf of Tennessee, and Mr. WITNESSETH Agreement is from January 1, 2019 through December 31, 2023. in consideration of the covenants and agreements herein contained, the parties hereto agree as The term of | follows: 1 DUTIES 1.01 Coach agrees to serve as Head Football Coach responsible for the Football program of East Tennessee State University, under the direction of the Director of Athletics of East Tennessee State University, with duties normally associated with a position of the type, including but not limited to: Coaching the Football team: Recruiting student-athletes: Selecting and recommending to the Director of Athletics appropriate staff and other stants; 4. Performing preliminary negotiations in scheduling future opponents recommending to the Director of Athletics scheduling of future opponents: 5, Performing public relations functions as required: 6. Through his personal guidance and direction of his staff, making all efforts to ensure that student-athletes are encouraged to participate in academic counseling provided by the athletic department: 7. Assisting the Director of Athletics with fund-raising activities for the Football program and/or the overall athleties department; and 8. Becoming knowledgeable of the University, outhern Conference or any conference ETSU is a member of, and National Collegiate Athletic Association ("NCAA") athletics, policies, rules and regulations. The list of specific duties and responsibilities supplements and is not exclusive of the other general duties and responsibilities provided for elsewhere in the Agreement as well as those which may subsequently be assigned provided that such duties and 4 an responsibilities are consistent with the position of Head Football Coach.3.01 4.01 u PROMOTION OF PRODUCTS jon, on radi Coach shall not, by any statements or appearances on tele in newspapers, or in magazines or other published media or any promotional material, personally or officially endorse, promote, or advertise for commercial purposes any product, merchandise, or service unless prior written approval has been granted by the Director of Athletics and the President of the University in accordance with any article below and NCAA Bylaws 11.2.2 and 11.3.2. The requirement of prior written approval also applies to any use, directly or by implication, of University’s name or logo in the endorsement of commercial products or services for personal gain (NCAA Bylaw 11.3.2.5). ML UNIVERSITY COMPENSATION University, as payment and in consideration for the services to be performed by the Head Football Coach as set forth herein, agrees to pay Coach base, payable in twelve equal monthly installments, and other considerations as set forth below. The annual salary shall be considered the “base pay.” Considerations will be ‘ven to annual salary raises based on an evaluation of the overall program by the Director of Athletics and approval of the President of the University. Itis agreed that for all purposes Coach is a full-time employee of University, and as such is entitled to the same salary increases and benefits as other full-time employees. In addition, Coach may receive merit increases, as recommended by the Director of Athletics and approved by the President of the University pursuant to and not in contravention with East Tennessee State Board of Trustee's policy Iv OUTSIDE INCOME While the parties hereto acknowledge that the Coach shall have the opportunity to earn outside income which directly relates to his position, Coach shall not accept, prior to receiving written approval by the President of the U compensation or gratuities shoe, apparel or equipment manufacturer in exchange for the use of such merchandise during practice or competition by the University’s student-athletes as defined and prescribed by NCAA Bylaws 11.2.2 and 1.3.2.7. Such approval shall not unreasonably be withheld. Coach agrees that Coach’s obligations to the University are paramount, that any agreement entered by the Coach shall hold harmless the University from any liability resulting therefrom, and that Coach shall not violate NCAA, University and/or Southern Conference rules in any matter related to this paragraph. (excluding University administered funds) from an athleti4.02 ts Coach may serve on corporate boards of directors or enter into personal service contra for motivational talks and films for employees. provided that such promotions and services do not interfere with his duties at the University, such services are not used for commercial purposes unless authorized by the University, and University facilities and resources are not used. University further agrees that Coach may write for publication and speak before public gatherings, provided said writings and speeches are made in the same professional way and manner expected of any member of the Department of Athletics. University agrees that any compensation received for such speeches and writings by Coach in the form of honoraria, royalties and the like may be retained by him in addition to compensation set forth hereinafter. ‘To the extent that any outside activity authorized pursuant to Article IV results in athletically related income or benefit to Coach, it shall be subject to the prior written approval of the Director of Athletics and the President of the University in accordance with the terms of this Agreement, all ETSU sand NCAA Bylaw 11.2.2. Board of Truste 4.03 Coach shall receive an annual stipend for additional responsibilities as set forth below (a) (b) «© 4.04 Work with the Athletics Director or such other person designated by the Director of Athletics of the department to establish community relations activities, whieh also include media interactions, on a yearly, monthly, and weekly basis that builds relationships with the varied constituencies or the Athletics Department and Univer Develop with the Athletic Director schedules of community engagement activities including, but not limited to, student groups and organizations, community service organizations, and donor cultivation events as needed. This schedule will be developed initially as a yearlong calendar and then increased as opportunities surface. This schedule will be agreed to by the Coach and the Athletic Director and reviewed by the Director of Athletics on a monthly basis. The Coach will receive an annual stipend of $30,000 for the responsibilities set forth in this Subsection 4.03. The stipend will be payable monthly and divided into twelve monthly payments of $2,500 beginning date January 201%. This stipend is not subject to state salary increases and is not considered base pay for any purpose. Coach shall report annually, in writing, to the President of the University through the Director of Athletics, on or before December 1 of each year (or otherwise as reasonably irected by the Director of Athletics), all athleties-related income from sources outside the University which may arise from ai and all sources. Coach further agrees to retain records of any and all such income subsequent to the expiration or termination of the Agreement and shall grant University reasonable access to all said records.4.05 4.06 4.07 4.08 5.01 5.02 Coach shall have the opportunity to use university facilities in connection with a summer youth football camp run by the Coach and using his name for up to three (3) weeks each summer (“camp period”), provided the University is reimbursed by the Coach for all reasonable actual and overhead expenses incurred in making the facilities available, with the understanding that proposed camp period shall be designated by the Director of Athletics. All funds related to operation of the camp(s) must be placed in a University ageney account specifically designated for that purpose, Any profits from said football camp shall be retained by Coach. Costs for utilization of University facilities shall be one hundred dollars ($100.00) for each week of the camp period. Coach shall be required to receive annually the prior written approval of the President of the University for all athletically-related income and benefits from sources outside of the University. Sources of such income and benefits shall include but are not limited to, income from annuities; sports camps; housing benefits (including preferential housing arrangements); country club memberships: complimentary ticket sales; television and radio programs; and endorsement or consultation contracts with athletics shoe, apparel, or equipment manufacturers, pursuant to and not in contravention with NCAA Bylaw 11.2.2, University shall provide the Coach either an automobile from a donor for both personal "use as well as coaching-related duties or a stipend of $9,000, University shall provide Coach with a membership at either the Ridges at Blackthorn Club or the Virginian Golf Club (or comparable golf?country club), if appropriate donors provide such memberships. Vv AND MISCELLANEOUS BE EXPENSE TTS AND COMPENSATION The University will reimburse the Coach for all reasonable travel and other approved expenses incurred by him for the purposes of and in connection with the performance of his duties under this A; Procedures Manual. § ement and subject to University Financial ection 7, TBR Policy and any subsequent amendments thereto. Such reimbursement is subject to the limitations of the operating budget for the Football program. The University will provide the Coach with ten (10) tickets to each of the University’s imercollegiate Football h of the s. and six (6) tickets to each home game of s basketball Volleyball, women’s basketball. soccer, sofiball and baseball. Coach's immediate University's other varsity intercollegiate athleties teams, e.g., me! family shall be afforded travel with coach to away games if coach desires,5.04 6.01 The University shall provide and the Coach shall be ible for any and all benefits normally afforded to an employee of East Tennessee State University. Coach shall rn ceive University paid holidays as same occur outside applicable season work requirements. Further, Coach will be allowed to take up to twenty-four (24) paid annual/vacation days per contract year as scheduled with and approved by the Director of Athletics The University shall provide Coach with the following retention bonuses in the 00. on the dates of July 1. 2019, July 1. 2021 and July 1. 2023, should he remain as Head Football Coach at these times. amount of vl PERFORMANCE AND ACADEMIC INCENTIVES COACH shall be eligible for additional compensation as set forth below. Performance Incentives. In any year under the contract if the Coach has a winning season the Coach shall be eligible for annual performance pay as follows ‘* Each Southern Conference Win over 500 ‘© Southern Conference (SoCon) Regular Season Champion ‘* SoCon Regular Season Co-Champion © Appearance in NCAA Football Playoffs * Bach NCAA Playoff Win * National Championship ‘© Coach of the Year ~ Southem Conference © Coach is eligible for performance pay as follows regardless of team’s winning percentage: ‘* Each win over a Power team $15,000 ‘* Each win over an FBS, Non-power 5 te: $10,000 Academic Incentives. Coach shall be eligible for following annual academic performance for team academic progress rate (APR) as follows: 1000 $25,000 985+ $15,000 975+ $10,000 965+ $5,0007.01 8.01 Only players receiving athletic scholarships are included in the team APR calculation. Vv NCAA REI JLATIONS, Coach is obliged to be familiar with and to abide by NCAA legislation and to selt- report any violation of NCAA legislation of which he is aware. Coach is also obliged to be familiar with and to abide by the Code of Conduct for athletics department staff. Coach may be suspended for a period of ti his employment terminated. if found to be in serious or delibe ne, without pay.or have violation of NCAA legislation, or NCAA, Southern Conference or institutional Codes of Conduct. or if he fails to report a known violation of NCAA legislation. ‘The parti acknowledge that the University, as a member of the NCAA. is required to apply and enforce NCAA regulations with respect to all appropriate disciplinary or corrective action. If Coach is found (by the NCAA Infractions Committee or, if appealed. the NCAA Council) in violation of NCAA regulations. he shall be subject to disciplinary or corrective action by the as set forth in the of tional stall’ members through iniversity Procedures Governing the NCAA Enforcement Program and by the terms of this Agreement, Appropriate disciplinary or corrective action includes termination of his employment contract or such other lesser action as on for a ps without pay. Coach is also responsible for actions of assistant coaches related to deemed appropriate by the Univers il of ¥y. ineluding suspens compliance with NCAA legislation, Any single violation by either Coach or assistant coaches, des ated by the NCAA (or Southern Conference) as a “secondary” violation, shall not be grounds for termination of this Agreement Repeated secondary violations over a period of time may be cause for termination of this Agreement. vu TERMINATION ‘Termination for Cause. The parties recognize and agree that Coach promises to remain as Head Football Coach throughout the entire term of the Agreement, barring illness, disability or retirement, and that said promise is the essence of the Agreement with the University. However, Coach may be terminated for cause by the University for misconduct, defined as: |. Any work-related conduct by Coach which results in Coach’s criminal conviction; Theft or dishonesty; 3. Gross insubordination: 64. Willful destruction of institution or Office property 5. Willful falsification of records: 6. Acts of moral turpitude; 7. Reporting for duty under the influence of intoxicants: 8. The illegal use, manufacture, possession, distribution, or dispensing of controlled substances or alcohol; 9. Disorderly conduct of a serious nature as determined by the University; 10, Intentionally provoking a fight: The following items would also warrant termination consistent with this Subsection 8.01 A serious violation of NCAA legislati Repeated secondary violations of NCAA legislation (or their equivalent. Serious or repeated violations of the Athletics Department Code of Conduct. Insubordination or failure to respond to directions from the President and/or the Director of Athletics. e. Behavior on the Coach’s part that brings the Coach, the team, the Athletics Department or the University into disrepute. £ Abusive treatment of student-athletes, including but not limited to person violations or physical or emotional abuse. n eos In the event of termination for cause as described herein, Coach shall have the right to a meeting with the Athletic Director or his designee. Coach shall be notice of violation (s) prior to said meeting iven a written Iis not the intent of either party for Coach to be terminated for cause for minor, technical, or otherwise immaterial defaults of this Agreement. sion without Cause. The parties recognize and agree that the University retains the right to terminate Coach without cause as a result of University’s dis ‘atisfaction with Coach's performance or for any or no reason other than one which constitutes termination for cause as defined by ETSU policy as hereinabove set forth. University, as a result of such termination. shall be responsible to complete contractual obligations to pay base salary. as defined8.03 8.04 in Subsection 3.01, social security. retirement and insurance for the remaining period of jon without cause, Coach shall be the term of this Agreement. In the event of termi free to seck other positions: provided. however. consistent with Section 9.01, should Coach secure employment prior to the termination date of this Agreement, with a public or private institution of higher education in a position(s) directly associated with the coaching of football or the directing of athletic programs, including, but not limited to, special assistant to the head coach, director of player personnel, special assistant to the athletics director, ector of operations, or any position that supports the efforts of the coaching or athletics director function (a the University’s coaching position obligations under the Agreement shall be reduced by any amounts earned or received by Coach, in any form, for the period Coach received these payments. Alternatively, if Coach accepts any employment position with a national television network or other media outlet (including as an independent contractor, consultant, or speaker), the financial obligations of the University shall be reduced by any amounts earned or received by Coach, in any form, for the period Coach receives these payments. Coach shall report monthly to the Director of Athleti on any gainful employment or consulting arrangement, and on employment applications and progress in actively seeking other employment Rights in Case of Termination. In case of termination for Cause, Coach shall be afforded the hearing with Coach described in Section 8.01 as an exclusive remedy. Further. upon termination for cause under Subsection 8.01, the University shall have no further or additional obligations to make payments and/or to provide any other consideration hereunder after the last day of the month in which the termination notice is received by the Coach. In the event of termination under either Subsection 8.01 or 8.02, the University shall not be liable to Coach for loss of any other income, including but not limited “outside income,” unearned bonuses or stipends associated with the Agreement. Breach by Coach. Coach shall not engage in negotiations with any other prospective employer during the term of this Agreement without providing prior notice to the University’s Director of Athletics. If Coach resigns or leaves the employment of the University before the end of the term of this Agreement for any reason, the University shall not be obligated to Coach for any payment that would otherwise be payable under9.01 this Agreement (except for payments that were due or had accrued or been earned as of the effective date of termination) Coach further agrees that if Coach resigns or otherwise terminates his employment with the University before the end of the term of this Agreement, without the prior written approval and release of the Director of Athletics, and subsequently accepts a coaching position (as defined in Section 8.02) or any position with a national television network or other media outlet during the Term, as if it naturally expired, Coach shall pay the University as liquidated damages the amount of $450,000, The liquidated «damages shall decrease as each year of the contract expires in the following manner: $450,000 in year one: $400,000 in year two; $300,000 in year three; $200,000 in year four, and $100,000 in year five. Conclusion of each contract year term shall be noted as December 31". Coach agrees that payment of liquidated damages under this section constitutes a fair and honest reimbursement to the University for expenses, damages, losses, and investment associated with Coach’ ign before completing the term of this Agreement and shall obviate legal remedies otherwise between the parties. Coach’s payment shall be made in equal monthly installments over the remaining term of this agreement with the initial payment due and owing within ninety (90) days after the last day of Coach's employment by University. Should Coach fail or refuse to make such payment, the University may seek appropriate relief as allowed by law, including costs and attorney's fees. ‘The University agrees that in the event Scott Carter is not serving as the University’s Director of Athletics at any time prior to the end date of this Agreement, the damages amounts listed above in Section 8.04 shall be immediately and thereafter reduced by fifty percent (50%), as applicable. In addition to the liquidated damages payment set forth in this section, in the event that Coach terminates his employment before the end of the term without providing prior written notice to the Director of Athletics and subsequently accepts a coaching position, as defined in Subsection 8.03, Coach shall use best efforts to schedule a game with University and his new employer to take place within ten years of his commencing employment. Alternatively, Coach shall make an additional payment to the University of $150,000 in lieu of the obligation to schedule said game. Ix MISCELLANEOUS PROVISIONS Restr presented to the Coach or should the Coach be interested Subsection 8.03, during the term of this Agr fe Covenant. ‘The parties agree that should another coaching opportunity. be hing positon, as sment. the Coach must notify defined the University’s Director of Athletics of such opportunity or interest in advance of discussions between Coach and representatives for such other coaching positions.9.02 9.03 9.04 9.05 9.06 9.07 9.08 9.09 9.10 Failure to comply with this provision shall be a material breach of this Agreement, subsection 8.01 including but not limited to, constituting cause for termination under Si Paragraph Titles. Titles of paragraphs are not to be considered construing this Agreement and are used for purposes of reference interpreting and/or nd convenience. Conflicts of Law or Policy. Nothing in this Agreement shall be construed to contliet with State or Federal law, NCAA. Regulations, or policies of either the Tenn Board of Re; sssee ems or East Tennessee State University. Conflict of Interest. Coach shall comply with any and all State of Tennessee and. 2 “conflicts of interest” and shall avoid any actual or apparent coniliet of Tennessee Board of Regents requirements regardit at all times terest Educative Purpose. The parties agree that although this Agreement is sport related. the primary purpose of the University is educative. Thus. the educative purposes of the University shall have priority in the various provisions of this Agreement and Coach's actions shall be directed by same. ements. Prior Prior A; ureement(s), ifany. and/or amendments thereto. if any. between the parties are hereby terminated unless specifically agreed to herein enure Not Granted, Nothing in this Agreement shall be construed to mean that tenure is or will be granted for any duties performed by Coach. Compensation Conditional. It is understood and agreed by the parties that the ney of the State of Tennessee, cannot legally obligate funds in University. asan further Agreement is executed and that continued performance by the parties is conting Wee of this Agreement beyond the end of the current fiscal year for whieh this nt on necessary appropriations by the Legislature Assignment of Agreement, Coach's rights and interests under this Agreement may not be assigned, pledged or encumbered by said Coach, Choice of Law. It is the intent of the parties to this Agreement that the laws of the ind enforcement of this State of Tennessee shall govern the validity. performance A reement9.1L 9.12 OS 914 9.15 9.16 917 nd agreement of the parties and supersedes all prior understandings and agreements, oral or written, reg Merger Clause. This Agreement constitutes the full and complete understanding rding Coach's employment by the University Amendments to Agreement, This Agreement may be amended at any’ time only by a written instrument. duly approved by the University through its designated representatives and properly executed by the parties. Severability. [any provision or provisions hereof shall be deemed invalid or unenforceable, cither in whole or in part. this Agreement shall be deemed amended to delete or modi on or provisions or to alter the as necessary. the offending pro bounds thereof in order to render it valid and enforceable. No Waiver of Default. No waiver by the parties hereto of any default or breach of any covenant, term or condition of this Agreement shall be deemed to bea waiver of any other default or breach of the same or any other covenant, term or condition contained herein. Goyernmental_ Immunity Not Waived. Nothing contained in or implied by this Agreement shall be construed to constitute a waiver of any privilege by the University as an agency of the State of Tennessee. including but not limited to immunity. University Ret records, team information, films or any other material or data which comes into the all Materials and Records. All materials or articles of information, actual or constructive possession of the Coach shall and hereby is deemed to be to sole property of the University and upon termination of this Agreement said property will be immediately delivered to the Director of Athleties and under no ci removed from the grounds of the University cumstances Notices. All not circumstances shall be delivered to the parties by certified mail, return receipt requested and to the University at Director of Athleties, P.O. Box 70707, Fast Tennessee State University. Johnson City, Tennessee 37614-0707. and to Coach at his home address as it Which may be or are required by this Agreement or by subsequent appears in his official personnel record maintained by the Human Resources Department at ETSU,IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date of last atory to execute the Agreement, below. FAST TENNESSEE STATE UNIVERSITY & Lee Dr. Brian Noland, President Mr. Scott Carter, Director of Athletics Mr. Edward Kelly. U oe LQ_ Mr. Jeremy Ross. Finance and Administration Leg Date [ieli4 Date : Lef19 Date