Kingsbury 082914

EMPLOYMENT CONTRACTSTATE OF TEXAS

COUNTY OF LUBBOCK

This Employment Contract (the "Agreement") is made and entered into on the 29th dayof August, 2014 by and between Texas Tech University ("University") and Kliff Kingsbury("Coach"). The parties hereby specifically agree that each party has received or shall receiveadequate consideration to supersede the existing Employment Contract between the parties datedFebruary 18,2013, and such prior Employment Contract shall be and is hereby terminated as ofAugust 3I,2014. Coach shall be employed upon the terms, conditions, stipulations, covenantsand agreements as set forth herein:

I.TERM

Both parties hereby mutually agree that for and in consideration of the mutual benefitsand consideration received or to be received by the parties that Coach shall be employed as HeadFootball Coach at the University for a term beginning the lst day of September, 2014, andending on the 3 1st day of Decemb er,2020 (the "Term"), upon the terms, conditions, stipulations,covenants and agreements as set forth herein. For purposes of this Agreement, each calendaryear during the Term of this Agreement shall be referred to as a "Contract Year."

The parties agree, however, that in the event that the University's football team is invitedto a bowl game or playoff scheduled within 30 days after the expiration of the Term of thisAgreement, Coach shall continue his duties as specified herein, and the Term shall be extendedaccordingly, until such bowl or playoff is completed (the "Extended Term"). During suchExtended Term, Coach shall be entitled to receive any Supplemental Compensation, proratedBase Salary as set forth in paragraph III. A., and prorated Rights Fees for Outside AthleticsRelated Income as set forth in paragraph III.C.3. that would have otherwise been due related tosuch bowl game or playoff as set forth in this Agreement if the bowl or playoff had occurredduring a Contract Year.

II.PRIMARY DUTY ASSIGNMENT

Coach shall be employed as Head Football Coach at University during the period of thisAgreement.

III.COMPENSATION AND BENEFITS

A. BASE SALARYCoach shall be paid the following annual Base Salary during the period of this Contract.

Kliff Kingsbury Employment Contract Page 1

September 1,2014 - December 31,2014January I,2015 - December 31,2015January I, 2016 - December 3I,2016January I,20I7 - December 3I,2017January l, 2018 - December 3 1, 201 8January I,2019 - December 31,2019January 1"2020 - December 31.2020

$100,000$300,000$300,000$300,000$300,000$300,000$300,000

B.

Payment shall be in accordance with the payroll policies of the University and subject tosuch deductions as may be required by applicable state and federal laws and regulations.Any change to Base Salary may only be made by a wriuen amendment to this Agreementwhich is signed by both parties. All University and State of Texas benefits shall bederived from, and based exclusively on Base Salary.

HEALTH, RETIREMENT, VACATION AND OTHER LEAVECoach will be eligible to participate in the same benefits as all other full-time, benefits-eligible University employees. Such benefits shall be governed by University policy andTexas law. Vacation leave shall be taken at such time or times agreed upon betweenCoach and the Director of Intercollegiate Athletics. Coach must report all leave timetaken pursuant to University policy.

PERQUISITES

1. Courtesv Automobile: Coach shall receive a courtesy automobile or a car allowanceas may be approved in writing by the Director of Intercollegiate Athletics. Coach shallbe eligibie for an additional courtesy automobile or car allowance if he is married duringthe Term.

2. Camps: Coach, acting as an individual or a private legal entity, may offer a campusing University facilities after first receiving written approval by the Director ofIntercollegiate Athletics. Coach shall report personal vacation time when preparing forand conducting a private camp, and shall require that all other University personnel underCoach's supervision also report personal vacation time when preparing for andconducting such camp. University facilities, equipment and resources may be usedaccording to the terms and conditions of a separate Facilities Use Agreement. SuchFacilities Use Agreement must be in writing and signed by both parties beforecommencement of a camp. Coach shall have permission to use the terms "Texas TechUniversity" and "Red Raider Football" in the description and identification of anyFootball camp conducted by the Coach, upon prior approval by the Director ofIntercollegiate Athletics or his/her designee. Coach shall ensure that such camp(s) shallbe in compliance with all relevant local, state, or federal laws, regulations, andordinances as well as all applicable Texas Tech University and Texas Tech UniversitySystem operating policies and procedures.

C.


3. Rishts Fees for Outside Athletics Related Income: The University shall pay thefollowing amounts to Coach for the rights to Coach's Outside Athletics Related Income(Rights Fees):

Contract Year

2014 (September I - December 31)201520t620r7201 8

20r92020

Amount

$1,200,000$2,800,000$3,000,000$3,200,000$3,400,000$3,600,000$3,800,000

University will pay such Rights Fees in equal installments on a monthly basis subject tosuch deductions as may be required by law.

It is agreed that Rights Fees for Outside Athletics Related Income of Coach shall includebut not be limited to the following income:

a. Uniform/clothing contracts;b. Shoe/equipment contracts;c. Apparel contracts;d. Television coaches shows;e. Pre-game, post-game and other radio or internet shows;f. Speaking engagements arranged through University;g. Merchandising contracts;h. Other income received by Coach resulting from or otherwise arising out of

being the Head Football Coach at University, but not including sportscamps.

The following types of income arranged through Coach's agent, or any successor agent,which do not result from or otherwise arise out of being the Head Football Coach atUniversity, shall not be considered Outside Athletics Related Income:

a. National speaking engagements and endorsements arranged through agent;b. National television, radio, and internet commercial contracts arranged through agent;c. Book contracts; andd. All other income received by Coach that does not result from or otherwise arise out of

being the Head Football Coach at University.

Coach will neither participate in, nor allow Coach's name to be used in connection withany particular athletic equipment and/or commercial activity wherein Coach will receiveremuneration for such participation or use unless Coach first shall have received writtenconsent therefore from the Director of Intercollegiate Athletics, such consent shall not beunreasonably withheld. Endorsement or consultation contracts with athletics shoe,

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uniform or apparel, or equipment manufacturers must be reviewed and approved by theDirector of Intercollegiate Athletics before Coach can execute such an agreement.

Coach acknowledges that University has exclusive sponsorship agreements, as well as anexclusive media and marketing rights agreement with Learfield Sports Properties(collectively the "University Exclusive Contracts"). Coach specifically covenants andagrees not to enter into any endorsement or sponsorship agreement or arrangement thatconflicts with these University Exclusive Contracts.

Coach shall participate in Coach's Television and Radio Shows as required by theLearfield Sports Properties Agreement. Also, Coach will reasonably cooperate withLearfreld Sports Properties to assist in the fulfillment of its marketing and media rightsresponsibilities.

4. Supplemental Compensation: In the event that the University football teamachieves certain accomplishments, Coach shall earn the following payments(Supplemental Compensation). Supplemental Compensation shall be paid no later thanMarch 1 following the end of the Contract Year in which earned; provided, however, thatin no event shall Coach be entitled to receive more than a total of One Million, FiveHundred Thousand Dollars ($1,500,000) per Contract Year as payment for SupplementalCompensation:

a. Regular Season Wins (non-cumulative):12 - $250,00011- $200,00010- $175,0009- $1s0,0008- $100.000

FBS Total Offense or Defense final National Ranking (non-cumulative):1"- $50,0002"d-sfr- $25,ooo

Big 12 Conference Title:Outright Regular season title - $750,000Regular season share of title (win tie-breaker) - $650,000Regular season share of title or runner-up (lose tie-breaker) - $500,000

d. Post Season Bowls (All New Year's Day and later bowls shall be applied tothe Supplemental Compensation total for the Contract Year in which thefootball team qualifies for the bowl):Big12lower-tier bowl (currently: Texas/Liberty/Buffalo Wild Wings/Heart ofDallas/Armed Forces) appearance - $25,000Big 12 lower-tier bowl win- $25,000Big 12 higher-tier bowl (currently Alamo and Russell) appearance - $75,000Big 12 higher-tier bowl win - $75,000

b.


college Football Playoff Bowl Series (non-playoff) appearance - $150,000College Football Playoff Bowl Series (non-playoff) win - $150,000college Football Playoff Bowl Playoff Game appearance - $250,000(Cunently there will be four teams in the Playoffs. If that number increasesduring the Term, Coach shall be entitled to Supplemental Compensation in theamount of $250,000 for each such non-Championship Playoff game for whichthe football team qualifies.)College Football National Championship Game Appearance - $500,000College Football Playoff Bowl National Champion - $500,000

e. Final Ranking (non-cumulative):Top 25 in ESPN/USA Today, AP, or BCS or successor poll - $25,000Top 10 in ESPN/USA Today, AP, or BCS or successor poll - 950,000

f. Big 12 Coach of the Year Awards (non-cumulative):AP or Chuck Neinas Big XII Conference Coach of the Year - $15,000

g. National Coach of the Year Awards (non-cumulative):AP or Home Depot (ESPN) National Coach of the Year - $50,000

h. Heisman Trophy Winner - $250,000

i. Team GPA (non-cumulative and GPA will be determined after each semesterbased on scholarship football student-athletes) :

2.65 or better for fall or spring semesters - $20,0002.85 or better for fall or spring semesters - S25,0003.0 or better for fall or spring semesters - $30,000

j. Academic Performance Rating (cumulative):Annual APR: 950 - $20,0004-year APR average: 950- $10,000

k. Attendance Achievement: If the average paid affendance at home footballgames equals or exceeds an average of 95oh of Paid Seating Capacity during aContract Year - $50,000. For purposes of this provision, Paid Seatingcapacity for football is 60,454. Paid Seating capacity is subject to changebased upon future construction to Jones AT&T Stadium, and willautomatically be adjusted for purposes of this provision upon completion ofany such construction.

The above Supplemental Compensation eamings shall be cumulative unlessspecifically noted otherwise as set forth under paragraph IILC.4. AttySupplemental compensation related to a bowl game, playoff game or NationalChampionship will be deemed to have been earned during the Contract Year in


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which that football season giving rise to that bowl game, playoff game or NationalChampionship has taken place.

Coach shall not be entitled to receive the foregoing Supplemental Compensationif Coach terminates this Agreement prior to the Football Team's achievements inthe above-referenced accomplishments. Further, Coach shall not receive theforegoing Supplemental Compensation in any year in which the Football Team iseither ineligible for postseason competition for a failure to earn the minimumAcademic Performance Rate (APR) under the NCAA's Academic PerformanceProgram or has otherwise been penalized by the NCAA for a failure to eam theminimum Academic Performance Rate (APR) under the NCAA's AcademicPerformance Program.

5. Club Memberships: The University will pay Coach's membership fees, monthlydues and related assessments in a country club approved in advance by University andCoach. Coach will also be provided a membership in the Jerry S. Rawls Golf Course andthe Texas Tech Club. It is understood and agreed that such memberships are provided forbusiness purposes so as to allow Coach to develop and promote interest and support andsponsorship of the football program and the University. Coach is responsible for all non-business expenses incurred in regards to such memberships.

6. Football Tickets: The University will provide to Coach the use of a football stadiumsuite with up to 40 tickets and reasonable food and beverage for each University homefootball game plus 4 season tickets in the stadium bowl at no cost to Coach. TheUniversity will provide Coach up to 20 tickets to each University away football game andany bowl game in which the University's football team participates during the term ofthis Agreement, also at no cost to Coach.

7. Life Insurance: The University will provide to Coach a term life insurance policy inthe amount of $5,000,000 at no cost to Coach during the term of the Agreement.

8. Coach's Apparel: Coach will receive an athletic apparel allocation equal to theamount of Five Thousand Dollars ($5,000) retail value from the University's teamapparel supplier.

9. Equipment and Team Uniforms: Coach shall have creative license in the design ofthe football team's equipment and team uniforms, subject to the University's teamapparel supplier and the football program's budget. All of the above equipment anduniforms are to be mutually agreed upon between Coach and the Director ofIntercollegiate Athletics. Coach has sole discretion on deciding when the football teamwill wear specific uniform combinations. In the event Coach's choice of the footballteam equipment and team uniforms exceeds the football program's budget, Coach mayseek donations for such purposes, subject to University policy, and in conjunction andcooperation with the Texas Tech University System Office of Institutional Advancement.


10. Assistant Coach Salary Pool: The total assistant coach salary pool shall increasenot less than 3%o in each successive year. Coach shall determine the amount to be paid toeach assistant coach, as mutually agreed upon between Coach and the Director ofIntercollegiate Athletics. Upon Coach's request, assistant coaches will be offeredemployment contracts which shall include a bonus for bowl participation in an amountequal to one month of such assistant coach's base salary.

ll. Team Travel: Coach shall have the opportunity to have a maximum of three (3)guests travel with the University's football team to away football games in which acharter aircraft is used, including any postseason bowl game. Guests will be responsiblefor their own lodging, meals and game tickets.

12. Tax Liabilitv: To the extent there are applicable taxes for any payments, perquisites,or benefits set forth above, Coach shall be responsible for payment of such taxes.

IV.PERFORMANCE

Coach's day-to-day supervisor, for purposes of this Agreement, shall be the Director ofIntercollegiate Athletics. All administrative matters pertaining to the operation of University'sFootball Program shall be subject to the ultimate direction and control of the Director ofIntercollegiate Athletics. Coach shall not be allowed to hire or terminate Football programpersonnel without prior approval from the Director of Intercollegiate Athletics. Withoutlimitation of the foregoing, Coach, in the performance of his duties, shall conduct himself at alltimes in a manner consistent with his position as an instructor of students and as a Universityambassador, representative, and key employee. In this regard, Coach shall not engage in anybehavior, actions or activities that (i) subject either Coach or University to substantial ridicule orembarrassment; (ii) substantially adversely affects Coach's or University's reputation; (iii)substantially interferes with or substantially diminishes Coach's standing as a Universityambassador and representative; or (iv) are substantially contrary to the best interests of theUniversity, its students, or its athletic program ("Objectionable Behavior"). The determinationof whether Coach has engaged in Objectionable Behavior will be in the sole discretion of theUniversity's President, in consultation with the Director of Intercollegiate Athletics. The partiesagree that, although this Agreement is sports related, the primary purpose of the University andthis Agreement is educative. Thus, the educative pu{poses of the University shall have priorityin the various provisions of this Agreement. Coach will follow all applicable University policiesand procedures. Coach shall not, either directly or indirectly, breach, or countenance the breach,by anyplayer or coach subjectto his control or supervision, of any of the rules and standards ofthe Big 12 Conference, the National Collegiate Athletic Association (NCAA), as well as otherassociations or agencies to which the Texas Tech University adheres. Coach understands that heis presumed to be responsible for the actions of all assistant coaches and other administratorswho report, directly or indirectly to him. Coach shall promote an atmosphere of compliancewithin the Football program and shall monitor the activities of all assistant coaches and otheradministrators involved with the program who report, directly or indirectly to him. In thisconnection, Coach agrees to devote the coach's entire time, labor, effort and attention, in goodfaith, to conduct and perform the duties commensurate with the position as Head Football Coach.

Kliff Kingsbury Employment Contract PageT

A.

Breach of such rules and standards, whether willful or through negligence, frzy be subject todisciplinary action and penalties ranging from termination, suspension, public or privatereprimand or monetary fines or adjustments in compensation or adjustments in the term of thisAgreement as determined by the President following consultation and review with the Directorof Intercollegiate Athletics. The provision of this paragraph shall be without prejudice to anyright the University may have under Section V of this Contract.

V.TERMINATION

FOR CAUSEThe University specifically reserves the right to terminate this Employment Contract forCause. Such Cause shall include but is not limited to the following: material and seriousviolation(s) of Section IV above; failure or refusal to perform assigned duties; serious ormajor violation or violations of the governing policies, rules, regulations and proceduresof the University, any athletic conference of which the University is a member, or a Level1 or Level 2 violation or excessive and multiple Level 3 or Level 4 violations of NCAArules or countenance of such violations by a member of University's Department ofIntercollegiate Athletics' staff who Coach directly supervises, or failure to report suchviolations as set forth in Section IV above; Coach's serious violation of local, state, orfederal laws; Coach's commission of anact of moral turpitude, or Coach's engaging inObjectionable Behavior. In the event this Agreement is terminated by University forCause, the University's sole obligation to Coach shall be to pay his Base Salary until theeffective date of termination in addition to any Rights Fees and SupplementalCompensation that has been earned as of the date of termination. In no event shall theUniversity be liable to Coach for the loss of any collateral business opportunities or anyform of consequential damages resulting from or associated with Coach's employment.

INABILITY TO PERFORMIn the event of the inability of Coach to continue to perform his obligations under thisAgreement by reason of a substantial physical or mental illness, injury, or some otheroccurrence beyond the control of either party hereto, and such inability to perform hascontinued or will continue beyond a period of at least ninety (90) days within a 120-dayperiod which cannot reasonably be accommodated by the University and which preventsCoach from being able to perform essential functions of the duties and responsibilities setforth herein, the University reserves the right to terminate this Agreement. In such event,all future obligations between the parties hereto shall cease.

TERMINATION WITHOUT CAUSE BY UNIVERSITYIn addition to the provision set forth above, the University specifically reserves the rightto terminate this Agreement without Cause at any time. The parties agree that in theevent University exercises the right to terminate without Cause, the University will payliquidated damages to Coach, regardless of his employment status after termination, in anamount equal to all remaining unpaid Base Salary and Rights Fees for each of the 2014,2015, and 2016 Contract Years, 75% (Seventy-Five Percent) of the remaining unpaidBase Salary and Rights fees for each of the2017,2018, atd50Yo (Fifty Percent) of the

B.

C.

Kliff Kingsbury Employment Contract Page B

remaining unpaid Base Salary and fughts fees for each of the 2019 and 2020 ContractYears. University shall pay Coach the applicable amount for each Contract Year, less allapplicable taxes and other appropriate withholdings, no later than January 5 followingsuch Contract Year.

Additionally, all Base Salary, Rights Fees, and Supplemental Compensation set forthunder paragraph III.C.4 above which Coach has eamed prior to such termination dateshall be included in Coach's payment following the Contract Year in which suchtermination occurs. In the event of termination under this provision, the University shallnot be liable to Coach for any other claims or University benefits or collateral businessopportunities associated with Coach's position as Head Football Coach other than thatspecifically set forth above.

D. TERMINATION WITHOUT CAUSE BY COACHCoach specifically reserves the right to terminate this Agreement without Cause at anytime. In the event that Coach terminates without cause, University will, within thiny (30)days of termination, pay Coach all Base Salary, Rights Fees, and SupplementalCompensation that has been actually earned and accrued but unpaid under the terms ofthis Agreement as of the date of termination, less all applicable taxes and otherappropriate withholdings. In the event Coach terminates his employment at Universityto coach at another NCAA Division 1-A institution or National Football League teamduring the Term of this Agreement, Coach shall, within sixty (60) days of termination,pay University liquidated damages in the following amounts:

Contract Year of termination NCAA

201420t520t62017201820r92020

$3,250,000$2,900,000$2,750,000$2,750,000$2,250,000$2,000,000$2,000,000

NFL

$ 1,500,000$ 1,500,000$1,500,000$1,500,000$ 1,500,000$1,500,000$1,500,000

E. MUTUAL AGREEMENTThe parties reserve the right to terminate this Agreement by mutual agreement. In theevent the right to terminate pursuant to this paragraph is exercised, all liability of theparties shall cease effective the date of termination.

VI.PUBLIC APPEARANCES

Coach shall make no public appearance, either in person or by means of internet, radio ortelevision, or willingly allow the use of Coach's name in connection with Coach's relationship tothe University when any such appearance or use of name will result in unfavorable reflectionupon the University.


VILREPRESENTATIONS

It is mutually understood that this Agreement contains all of the terms and conditions towhich the parties have agreed and that no other understandings or representations, either oral orwritten, unless specifically and unequivocally referenced in the preceding paragraphs, regardingthe subject matter of this Agreement shall be deemed to exist or to bind the parties hereto. Anymodification, amendment or addendum to this Agreement shall only be by written instrumentsigned by each party hereto.

VUI.INTERPRETATION

No provision or part of this Agreement which shall prove to be invalid, void or illegalshall in any way affect, impair or invalidate any other provision or part, and such other provisionand parts shall remain in fulI force and effect.

IX.APPLICABLE LAW

This Agreement is made and entered in Lubbock County in the State of Texas; the lawsof Texas shall govern its validity and interpretation and the performance by the parties of theirrespective duties and obligations under this Agreement.

Coach has been advised to have this Agreement reviewed by counsel familiar withemployment agreements before agreeing to the terms and conditions contained herein.Therefore, any ambiguity in this Agreement shall not be construed against the University asdraftor of the Agreement.


IN WITNESS WHEREOF, the parties hereto shall consider this Agreement to beeffective on the lst day of September,2\l4.

7o r/. DUANE NELLIS

President - Texas Tech'University

Agreed as to Form and Content:

ERIK BURKHARDTAsent for Coach

Date

KLIFF KINCSBURYHead Football Coach

IRBY Hlegiate Athletics


IN V/ITNESS WHEREOF, the parties hereto shall consider this Agreement to beeffective on the 1st day of September,2014.

KLIFF KINGSBURYHead Football Coach

Date

KIRBY HOCUTTDirector of Intsrcollegiate Athletics

Date

M. DUANE NELLISPresident - Texas Tech Universitv

Agreed as to Form and Content:

Date

Agent for Coach


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Kingsbury 082914