monthly payments around $168,966), the annual salary rate shall be calculated for 12

Transcription

1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT AND NOTICE OF APPOINTMENT FOR HEAD COACH This Second Amendment to Employment Agreement and Notice of Appointment for Head Coach is made between Oregon State University ("University") and Gary Andersen ("COACH") and amends the Employment Agreement and Notice of Appointment for Head Coach between the parties dated April 9, 2015, as amended by the Amendment to Employment Agreement and Notice of Appointment for Head Coach dated July 7, 2015 by last signature ("Agreement"). A. Section 2 is hereby replaced in its entirety to read as follows: "COACH's employment under this Agreement is for a fixed term period beginning December 15, 2014, (the "Effective Date"). The Years of this Agreement are defined as follows: December 15, February 29, Year 1 March 1, February 28, Year 2 March 1,2017- February 28, Year 3 March 1,2018- February 28, Year 4 March 1, February 29, Year 5 March 1, February 28, Year 6 March 1, February 28, Year 7 This Agreement is subject to the rules, standards and policies of the University including all provisions that apply to fixed-term appointments, except as otherwise provided in this Agreement." B. Section 3 is hereby replaced in its entirety to read as follows: "Except for Year 1, which is calculated for a period of more than 14 months (resulting in monthly payments around $168,966), the annual salary rate shall be calculated for 12 months at 1.0 FTE and shall be paid by University to Coach on a monthly basis, consistent with University payroll practices for all other head coaches, throughout each Year: : Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 $2,450,000 $2,550,000 $2,650,000 $2,750,000 $2,850,000 $2,950,000 $3,050,000" Second Amendment to Employment Agreement and Notice of Appointment- Andersen Page 1 of 2

2 "In the event COACH resigns or terminates employment with the University for any reason prior to the end of the tenn of this Agreement, COACH shall cause his prospective new employer or other third party to timely pay to University the applicable fee set forth below. Such payment by the prospective employer or other third party to University is, and shall be considered for all purposes, consideration paid by the prospective employer or other third party to University for the right to hire COACH or otherwise engage COACH for services to be rendered. Such payment is expressly not a payment made to satisfy an obligation owed personally by COACH for payment of such fee as no such personal obligation of COACH for payment of such fee is created hereimder. If the prospective employer or other third party timely pays the applicable fee to University, neither COACH nor such prospective employer or other third party shall have any further obligation to University under this Section 14. Year If COACH leaves for Pac-12 Any other circumstance school or NFL $3,000,000 $3,000,000 $3,000,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 Payment of such fee in full is due within 120 days after the effective date of resignation or termination of COACH's employment with University." Except as amended by this Second Amendment to Employment Agreement and Notice of Appointment for Head Coach, all other provisions rpmain in full force and effect." Agreed to: OREGON STATE UNIVERSITY By: fl/ ^U-^ybUA^. \jb\ {Im - Marianne Vydra, Interim^i^ector of Athletics Date By: President or Designee Date COACH By: Gary Andersdn Date Second Amendment to Employment Agreement and Notice of Appointment - Andersen Page 2 of 2

3 AMENDMENT TO EMPLOYMENT AGREEMENT AND NOTICE OF APPOINTMENT FOR HEAD COACH This Amendment' to Employment Agreement and Notice of Appointment for Head Coach is made between Oregon State University (University) and Gary Andersen (COACH) and amends the Employment Agreement and Notice of Appointment for Head Coach between the parties dated April 9, 2015 by last signature (Agreement). i A. Section 8d is replaced in its entirety as follows: "University will provide a car allowance of $20,000 per year paid in monthly installments of $1,666.67, paid retroactive to March 1, 2015.". Except: as amended by this Amendment to Employment Agreement and Notice of. - Appointment for Head Coach, all other provisions remain in full force and effect. OREGON STATE 'ERSITY fiy, Bv (tl_ I 7-b- 5 Director of Amlefccs Date 1 President or Designee Date Hvs COACH By' Gary Ancfersen Date Amendment to Employment Agreement and Notice of Appointment- Andersen Page 1 of 1

4 Employment Agreement and Notice of Appointment for Head Coach This Employment Agreement and Notice of Appointment for Head Coach (Agreement) is made between Oregon State University (University) and Gary Andersen (COACH). 1. POSITION, DUTIES AND RESPONSIBILITIES Subject to the conditions stated in this Agreement, University employs COACH as head coach of the football team at University, and COACH agrees to and accepts the terms and conditions for employment outlined in this Agreement. a. COACH shall work under the immediate supervision of the Athletic Director or an Assistant or Associate Athletic Director designated by the Athletic Director. COACH shall manage and supervise the football team, the assistant football coaches and staff in a manner consistent with the promotion of the following Athletic Department standards: 1) a powerful positive image for the University and its constituents; 2) honesty, integrity and adherence to all applicable rules and sportsmanship in all facets of the operation; 3) support of the academic mission of the University and its student-athletes; 4) appropriate management of University resources, including human resources as well as fiscal and physical plant resources; and 5) a competitive program within the Pac-12 Conference. COACH shall perform all duties customary of Division I-A head coaches that are assigned by the Athletic Director or a designated Assistant or Associate Athletic Director. These duties include, but are not limited to, developing and executing a coaching plan that increases the skill level of the individual student athlete within the concept of the overall good of the team; developing and executing a recruiting plan that evaluates and matriculates student-athletes to the University who can be both competitive on the field and in the classroom, while adhering to norms of good citizenship; promoting the football program, the Athletic Department and its other programs, and the University in general, through multiple media outlets, appearances, and events; engaging in fimdraising for the football program, Athletic Department and the University in general; developing a competitive competition schedule in cooperation with the Athletic Director; developing, managing and monitoring the football budget within the framework established by the Athletic Director; performing community service and engaging the staff and student- athletes in community service; overseeing and ensuring the overall academic progress, success and welfare of the student athletes; hiring, training, developing, supervising and evaluating the assistant coaches and staff assigned to the football program; participating in a variety of University activities appropriate to University employment, including committee service and meeting and event attendance. b. COACH shall observe and uphold all the academic standards, requirements, and policies of the University and shall encourage student athletes to perform to their highest academic potential. COACH shall take reasonable steps to ensure that the assistant coaches whom he supervises observe and uphold the same standards and provide the same encouragement. Employment Agreement and Notice of Appointment- Gary Andersen Page 1 of 20

5 c. COACH agrees that as a condition of employment by the University COACH will not engage in, knowingly support or tolerate any action violative of any governing constitution, bylaw, rule or regulation of the Pac-12 Conference or the National Collegiate Athletic Association (NCAA); that COACH will take reasonable steps to ensure that the assistant coaches and any other employees whom he supervises comply with the above policies, rules and regulations; and that COACH will immediately advise the Athletic Director if he has reason to believe violations have occurred or will occur. d. COACH agrees to be bound by any University agreements with any manufacturer, seller, or vendor of athletically-related shoes, equipment, apparel and any other athletically related products, provided the terms of such agreements are reasonable and consistent with applicable industry practice. e. COACH shall foster an environment that promotes community service and involvement by the student athletes in order to enhance their learning and educational experience. COACH shall develop and implement a voluntary community service program for football student athletes, to include at least two projects satisfactory to the Athletic Director. 2. TERM COACH's employment under this Agreement is for a fixed term period beginning December 15, 2014, (the "Effective Date"). The Years of this Agreement are defined as follows: December 15, February 29, Year 1 March 1,2016- February 28,2017- Year 2 March 1, Febmary 28, Year 3 March 1, Febmary 28, Year 4 March 1,2019- Febmary 29, Year 5 March 1, Febmary 28, Year 6 This Agreement is subject to the mles, standards and policies of the University including all provisions that apply to fixed-term appointments, except as otherwise provided in this Agreement. 3. BASE SALARY Except for Year 1, which is calculated for a period of more than 14 months (resulting in monthly payments around $ 1 68,966), the annual salary rate shall be calculated for 12 months at 1.0 FTE and shall be paid by University to Coach on a monthly basis, consistent with University payroll practices for all other head coaches, throughout each Year: Year 1 $2,450,000 Year 2 $2,550,000 Employment Agreement and Notice of Appointment - Gary Andersen Page 2 of 20

6 Year 3 $2,650,000 Year 4 $2,750,000 Year 5 $2,850,000 Year 6 $2,950, MOVING EXPENSES University will pay COACH's household moving expenses, househunting and temporary living expenses up to a total of $50,000 in accordance with and subject to the limits of the Moving Expense Summary Table which is attached as Schedule ADDITIONAL INCENTIVE COMPENSATION FOR ATHLETIC PERFORMANCE University desires to retain the services' of COACH for the full term of the Agreement and to reward him for successful performance. For those purposes, University agrees to make payments to COACH, as follows: a. University will pay COACH $100,000 additional compensation for each Year in which the Team wins 8 regular season games; or $150,000 for each Year in which the Team wins 9 regular season games; or $200,000 for each Year in which the Team wins 10 regular season games. b. University will pay COACH $50,000 additional compensation for each Year in which the Team wins the Civil War. c. University will pay COACH $50,000 additional compensation for each Year in which the Team participates in the Pac-12 Conference Championship Game. d. University will pay COACH $100,000 additional compensation for each Year in which the Team participates in an Access or College Football Playoff Bowl Game. e. University will pay COACH 5% of all revenue from paid season ticket sales over 23,000 in a Year. f. University will pay COACH $25,000 additional compensation for each Year in which COACH is named Pac-12 Coach of the Year and $50,000 additional compensation for each year in which COACH is named National Coach of the Year. g. The amounts in Sections 5. a through 5.f are cumulative, so that, for the purpose of illustration, if in one Year the Team wins 9 regular season games, one of the wins is the Civil War game and the Team participates in the Pac-12 Conference Championship Game, COACH is entitled to an additional payment of $250,000. h. Payment will be made no later than June 1 of the Year succeeding any Year in which COACH is entitled to payment under this Section 5. Employment Agreement and Notice of Appointment - Gary Andersen Page 3 of 20

7 6. ADDITIONAL INCENTIVE COMPENSATION FOR ACADEMIC PERFORMANCE For each academic year of this Agreement, beginning with academic year , in which the team achieves an NCAA Academic Progress Rate (APR) that places it in the top 6 of the Pac- 12 Conference, University will pay COACH $35,000 in additional compensation. If the APR places the Team in the top 1 or 2 of the Pac-12 Conference, University will pay COACH a total $50,000 in additional compensation. For the purpose of this Section 6, the "academic year" is September 1 to June 30. These amounts are not cumulative. 7. REIMBURSEMENT OF CONTRACT TERMINATION EXPENSE University acknowledges that a necessary element of inducing COACH to accept employment with University as head coach of the University's football team is University's commitment to pay up to $3,000,000 of the expense that COACH would incur as a result of terminating his contract with the University of Wisconsin and commencing employment with University. University has authorized the reimbursement of COACH for this expense under its accountable plan (as described in section of the Treasury regulations) and will pay said sum directly to the University of Wisconsin. 8. DEPARTMENT FRINGE BENEFITS a. COACH will receive tickets to Athletic Department games in the amounts and manner provided for by Athletic Department policies. b. The University will provide up to 6 seats for guests on all team charters to regular and post-season football games. c. University will pay the cost, on COACH's behalf, for a full membership in the Corvallis Counhy Club. COACH shall comply with all membership rules, including responsibility for all costs he incurs beyond the membership fee. d. COACH may have the use of two vehicles under the University's courtesy car program, subject to the provisions in the Athletic Department Policies and Procedures Manual. e. COACH understands that these benefits, if received, will be reported and are likely taxable. 9. OUTSIDE EMPLOYMENT a. COACH agrees that as a condition of employment by the University COACH will not accept any gifts other than from immediate family, accept any employment outside the institution, seek any employment contrary to or inconsistent with existing University contracts, engage in any business transactions or commerce for compensation, participate in any coaching clinics or camps, endorse any products in Employment Agreement and Notice of Appointment - Gary Andersen Page 4 of 20

8 any form, or appear for payment on any radio or television programs, without having first notified and secured the written approval of the Athletic Director and the President or designee. Notwithstanding anything to the contrary in University's Conflict of Commitment Policy, the Athletic Director may approve a request to engage in outside activities upon a determination that the activity will not result in a conflict of commitment to COACH's University duties. COACH shall not take any action inconsistent with University's obligations made known to him under any agreements between the University and any manufacturer, seller, or vendor of athletically-related shoes, equipment, apparel and any other athletically related products. b. COACH shall report to the Athletic Director by each October 15 all athletically-related income and benefits from sources outside the institution, including, but not limited to, income from annuities, sports camps, housing benefits, complimentary ticket sales, television and radio programs, and endorsement or consultation contracts with athletic shoe, apparel, or equipment manufacturers, received in the previous 12 months. The report shall be filed with the Athletic Director by each October 1 5 and shall cover the period from October 1 of the previous year to September 30 of the current year. COACH's first report under this Agreement shall cover the period from the Effective Date through September 30, Reports shall be made on forms provided by the Director of Intercollegiate Athletics. The Athletic Director shall forward reports to the President of the University and a copy shall be retained in the faculty personnel file of the COACH. This report of income is separate and distinct from the prior approval of gifts and outside income required in Subsection 9a. c. COACH agrees the University may use his name, image and likeness to advertise, promote and/or raise funds for the University, its intercollegiate athletic programs and its football programs. 10. SANCTIONS FOR CAUSE If COACH is found to be in violation of University Policy , Pac-12 or NCAA bylaw, constitutional provision, governing law, rule or regulation, COACH will be subject to disciplinary or corrective action as determined by the Director of Athletics, the University President or the President's designee, the Pac-12 Conference, and/or the NCAA Committee on Infractions. Depending on the violation, COACH may be given a reprimand, assessed a fine (of a day's pay or more) or suspended (with or without pay). COACH waives any rights he may have to receive written charges or to have a hearing under University Policy COACH shall, however, be notified of the grounds for imposition of sanctions, and shall have the opportunity to present a statement of denial, explanation and/or extenuation before the sanction is finalized. COACH may also be subject to termination for cause under Section 1 1, by University, based on violations described in this Section 10. Employment Agreement and Notice of Appointment - Gary Andersen Page 5 of 20

9 1 1. TERMINATION FOR CAUSE This Agreement may be terminated prior to the end of the fixed-term period for any of the causes set out in University Policy One of the causes, as defined by the University Policy, is failure to perform the responsibilities of an academic staff member. For the purposes of this Agreement, such failure shall include, but not be limited to: a. engaging in, supporting, or knowingly tolerating any action violative of any governing constitution, bylaw, rule or regulation of the NCAA or the Pac-12 Conference, during the period of this Agreement or at any time during the two years previous to the execution of this Agreement, whether at this or another institution; b. failure to comply with the attached Code of Ethics, which is incorporated herein by reference and attached as Schedule 1 1 ; and c. failure to carry out faithfully and diligently all duties and responsibilities as described in this Agreement. COACH waives any rights he may have to receive written notice of non-renewal or to receive written charges or to have a hearing under University Policy COACH shall, however, be notified of the grounds for termination being considered by University and shall have an opportunity to present a statement of denial, explanation and/or extenuation before such termination is finalized. The decision whether to terminate this Agreement for cause shall be made by the Athletic Director or the University President, In reaching a decision whether to terminate, or impose a lesser discipline under Section 10, the Athletic Director or President will take into consideration the severity of the actions(s) or omission(s) that constitute the cause for termination. In the event University terminates this Agreement for cause prior to the end of this Agreement, all obligations of University to make further payments and/or to provide other consideration under this Agreement shall cease as of the end of the month in which such termination occurs, provided that COACH will be entitled to earned but unpaid compensation and reimbursement for previously incurred and approved expenses. University shall not be liable to COACH for any loss of collateral business opportunities or any other benefits, perquisites or income. 12. TERMINATION WITHOUT CAUSE BY UNIVERSITY At any time after commencement of this Agreement, University may terminate this Agreement without cause by giving 15 days' written notice to COACH. The termination shall become effective no earlier than 1 5 days after receipt of the written notice. In the event of termination under this Section 12, University shall pay COACH on a monthly basis as severance pay his remaining annual salary in the amount set out in Section 3 of this Agreement for the remainder of the term of this Agreement as specified in Section 2 of this Agreement immediately prior to such termination without cause. COACH is entitled to no other payments under this Agreement except COACH will be entitled to reimbursement for previously incurred and approved expenses and any incentive compensation earned but not yet paid. University shall not be liable for any other damages or loss of any collateral business opportunities or any other benefits, perquisites, or income from any source that might ensue as a result of University's termination of this Employment Agreement and Notice of Appointment Gary Andersen Page 6 of 20

10 Agreement without cause, including any income derived pursuant to under any other Section of this Agreement. a. The parties have bargained for and agreed to this severance pay provision, giving consideration to the fact that COACH may lose certain benefits, supplemental compensation or outside compensation relating to his employment at University, which damages are extremely difficult to determine with certainty, or fairly or adequately. The parties further agree that payment of such severance pay by University and acceptance thereof by COACH shall constitute adequate and reasonable compensation to COACH for damages and injuiy suffered because of such termination by University. The foregoing shall not be, nor be construed to be, a penalty. b. Notwithstanding the severance pay provisions, COACH agrees to mitigate University's severance pay obligation by making reasonable and diligent efforts to obtain similar employment or engage in other similar compensable activities. If at any time during the period that University is obligated to make severance payments to COACH ("Severance Payment Period"), COACH becomes entitled to receive from a third party compensation or remuneration for work, services or other activity whether reportable on IRS Form W-2, 1099, or K-l (in the case of K-l in connection with a trade or business in which COACH materially participates) (collectively, "Compensable Services"), COACH shall notify University in writing within 15 days of becoming so entitled and shall include the identity of the payor, the nature of the Compensable Services and the compensation or remuneration COACH will be entitled to receive at any time for Compensable Services to be performed by COACH during the Severance Payment Period. University's obligation to make severance payments under this Section 12 shall cease immediately upon COACH engaging in Compensable Services unless the compensation or remuneration COACH will be entitled to receive at any time from the third party for Compensable Services to be performed during the Severance Payment Period is less, when prorated on a monthly basis over the remainder of the Severance Payment Period ("Prorated Monthly Third- Party Payment"), than University's monthly severance payment obligation. In the event that such Prorated Monthly Third-Party Payment is less than University's monthly severance payment obligation, University's monthly severance payment obligation shall be reduced beginning with the month following COACH's commencement of performance of Compensable Services by an amount equal to the Prorated Monthly Third-Party Payment. c. In addition to the written notice COACH is required to provide University upon his commencement of Compensable Seivices, during the Severance Payment Period COACH shall provide annual written certifications to University regarding compliance with his obligations to University under Section 12(b). During the Severance Payment Period, within 30 days after COACH has filed his annual individual income tax return (IRS Form 1040), but not later than November 15 each year, COACH shall provide University his dated and signed statement certifying that as of the date of such certification he is in full compliance with the provisions of Employment Agreement and Notice of Appointment - Gary Andersen Page 7 of 20

11 Section 12(b) of this Agreement and has provided University on a timely, complete and accurate basis all information regarding Compensable Services required by Section 12(b). Additionally, within 30 days after University has requested in writing from COACH during the Severance Payment Period copies of relevant tax records confirming COACH's compliance with Section 12(b) (which may include a copy of COACH's IRS Form 1040 for any years during the Severance Payment Period and any Forms W-2, 1099 and K-l reporting amounts includable on such IRS Foim(s) 1040), COACH shall provide such documents to University. University may not request copies of such tax records more than once each calendar year, and COACH shall not be required to provide University the same records for a particular calendar year more than once. d. If during the Severance Payment Period University' s severance payment obligation has been eliminated or reduced due to COACH providing Compensable Services, and a change in circumstances occurs such that the information regarding Compensable Services that COACH previously reported to University is no longer accurate or complete, within 15 days after such change in circumstances COACH shall notify University in writing and provide details of such change in circumstances (including update of information previously reported to University regarding Compensable Services). Beginning with the month following such updated written notice from COACH, University's monthly severance payment to COACH shall be increased or reduced as necessary to reflect any new amount of Prorated Monthly Third Party Payment. e. In the event of termination under this Section 12, COACH agrees not to apply for unemployment compensation. f. COACH's compensation under this Section 12 is not subject to anticipation, alienation, transfer, assignment, pledge, encumbrance, attachment or garnishment by COACH's creditors or by a creditor of any successor, assignee or beneficiary of COACH TERMINATION BY DEATH OR DISABILITY Notwithstanding any other provision of this Agreement, this Agreement shall terminate automatically if COACH dies, or becomes totally or permanently disabled as defined by University disability insurance, the rules of the Oregon Public Employees Retirement System or within the meaning of the federal Social Security Administration regulations, so that the COACH's physical or mental incapacity is of a nature that prevents COACH from performing his duties under this Agreement. No severance pay set forth in Section 12 shall be due in the event of any such termination. This Section does not terminate University's obligation to make severance payments under Section 12 if University has already terminated this Agreement without cause under Section 12 prior to the time COACH dies or becomes totally or permanently disabled. Employment Agreement and Notice of Appointment - Gary Andersen Page 8 of 20

12 14. TERMINATION BY COACH and PAYMENT OF FEE TO HIRE COACH a. COACH recognizes that the promise to work for University for the entire term of this Agreement is of the essence of this Agreement. COACH also recognizes that University is making a highly valuable investment in COACH's employment by entering into this Agreement and that University's investment would be lost if COACH were to resign or otherwise terminate employment with University before the end of the Agreement term. b. Coach is required to provide the Athletic Director of University with written or oral notice prior to meeting with representatives from another entity to discuss employment opportunities that would be inconsistent with COACH acting as head football coach for the term of this Agreement. c. In the event COACH resigns or terminates employment with the University for any reason prior to the end of the term of this Agreement, COACH shall cause his prospective new employer or other third party to timely pay to University the applicable fee set forth below. Such payment by the prospective employer or other third party to University is, and shall be considered for all purposes, consideration paid by the prospective employer or other third party to University for the right to hire COACH or otherwise engage COACH for services to be rendered. Such payment is expressly not a payment made to satisfy an obligation owed personally by COACH for payment of such fee as no such personal obligation of COACH for payment of such fee is created hereunder. If the prospective employer or other third party timely pays the applicable fee to University, neither COACH nor such prospective employer or other third party shall have any further obligation to University under this Section 14. Year If COACH leaves for Pac-12 Any other circumstance school or NFL 1 $3,000,000 $2,500,000 2 $3,000,000 $2,500,000 3 $3,000,000 $2,500,000 4 $2,500,000 $2,000,000 5 $2,500,000 $2,000,000 6 $2,500,000 $2,000,000 Payment of such fee in full is due within 120 days after the effective date of resignation or termination of COACH's employment with University. d. In the event COACH resigns or terminates employment with University for any reason prior to the end of the term of this Agreement and COACH's prospective employer or other third party does not timely pay University the applicable fee described in Section 14(c), then COACH shall be deemed in breach of this Agreement and University shall have all remedies against COACH available under applicable law, including the right to recover damages from COACH for such breach. Employment Agreement and Notice of Appointment - Gary Andersen Page 9 of 20

13 In such case the parties agree that University's recoverable monetary damages shall be no less than the applicable fee that University was entitled to receive from COACH's prospective employer or other third party under Section 14(c) SELECT TAX MATTERS a. SECTION 409A. i. The parties intend for payments and benefits under this Agreement to comply with or be exempt from Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, "Section 409A"). Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance Section 409A. If COACH notifies the University (with specificity as to the reason therefor) that COACH believes that any provision of this Agreement (or of any award of compensation, including benefits) would cause COACH to incur any additional tax or interest under Section 409A and the University concurs with such belief or the University independently makes such determination, the University shall, after consulting with COACH, reform the provision to attempt to comply with or be exempt from Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to COACH and the University of the applicable provision without violating the provisions of Section 409A. As long as the University has acted in good faith with respect to this Agreement, the University shall have no liability whatsoever to COACH (or to his beneficiaries) should the Internal Revenue Service or any governmental authority determine that this Agreement or any portion of this Agreement in not in compliance with Section 409A. ii. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from semce." iii. All expenses or other reimbursements paid under this Agreement or otherwise hereunder that are taxable income to COACH shall in no event be paid later than the end of the calendar year next following the calendar year in which COACH incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or inkind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or Employment Agreement and Notice of Appointment - Gary Andersen Page 10 of 20

14 exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by bitemal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of COACH's taxable year following the taxable year in which the expense occurred. iv. For purposes of Section 409A, COACH's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the University. b. All obligations of University under this Agreement (including without limitation Section 7) are subject to University's obligation to withhold amounts required to be withheld for taxes COACH' S CERTIFICATION OF NCAA/PAC- 1 2 COMPLIANCE COACH certifies that he has not knowingly been involved in violations of NCAA or Pac-12 Conference rules or regulations at this or any other institution in the two years immediately preceding the execution of this Agreement, and that he has not been the recipient of any disciplinary action including, but not limited to, termination or suspension from duties, by any other institution for violation of NCAA or Pac-12 Conference rules and regulations during the two years immediately preceding the execution of this Agreement. 17. SUMMER CAMP If COACH participates in a University sponsored summer camp, payment shall be made on an overload compensation basis in accordance with Athletic Department policies TECHNOLOGY TRANSFER COACH acknowledges that the University has a Technology Transfer program that requires employees as a condition of employment to assign to the University rights to any invention or improvements in technology, including software, developed using University facilities, personnel, information, or other University resources. 19. NONAPPROPRIATION If sufficient funds are not provided in future legislatively approved budgets of the University to permit the University in the exercise of its reasonable administrative discretion to continue this Agreement, or if the University or program for which this Agreement was executed is abolished, Employment Agreement and Notice of Appointment - Gary Andersen Page 11 of 20

15 the University may terminate this Agreement without further liability by giving COACH not less than 30 days prior written notice. In determining the availability of funds for this Agreement, the University may use the Governor's biennial budget submitted to the Legislative Assembly. 20. SEVERABILITY If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, it shall be ineffective only to the extent of such prohibition and the validity and enforceability of all the remaining provisions shall not be affected thereby. 21. CAPTIONS The captions or headings in this Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions of this Agreement. 22. ENTIRE AGREEMENT; MODIFICATION ' This Agreement constitutes the entire agreement between the parties on the matters expressed in this Agreement. There are no understandings, agreements, or representations, oral or written, not specified herein with respect to the terms and conditions of COACH's employment with University. No waiver of an obligation under this Agreement is effective unless it is in writing and signed by the party granting the waiver. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement operates as a waiver or estoppel of any right, remedy or condition. 23. CHOICE OF LAW The laws of the State of Oregon (without giving effect to its conflict of laws principles or laws) govern all matters arising out of or relating to this Agreement. Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of Oregon for Benton County. 24. NO THIRD PARTY BENEFICIARIES University and COACH are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement (including without limitation Section 26) gives, is intended to give, or will be constmed to give or provide, any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. 25. WAIVER OF VACATION LEAVE As a condition of employment under this Agreement, COACH waives any right he may have to vacation leave under University Policy or any other applicable law or policy. However, University recognizes that in order to fulfill COACH's job responsibilities, COACH will likely work long hours for sustained periods of time beyond a typical professional work week, and that there will be periods when the duties of the position will not require COACH to work a typical professional work week. Employment Agreement and Notice of Appointment - Gary Andersen Page 12 of 20

16 26. STAFF BONUS In further support of the football program, the Athletic Director agrees to allocate funds for and award bonus compensation to the football staff for program success. Assistant coaches/staff will share in the bonus/incentive compensation as delineated in this Section. This compensation is in addition to COACH compensation and is intended to be divided among assistant coaches/staff as determined by COACH and the Athletic Director. University agrees to make available the following: a. University will make available $100,000 for each Year in which the Team wins 8 regular season games; or $150,000 for each Year in which the Team wins 9 regular season games; or $200,000 for each Year in which the Team wins 10 regular season games. b. University will make available $50,000 for each Year in which the Team wins the Civil War. c. University will make available $50,000 for each Year in which the Team participates in the Pac-12 Conference Championship Game. d. University will make available $100,000 for each Year in which the Team participates in an Access or Playoff Bowl Game. e. University will pay each assistant coach as follows: For each Year in which the Team wins 6 regular season games, and participates in a bowl game but does not win For each Year in this the Team wins 6 regular season games, participates in a bowl game and wins For each Year in which the Team wins 7 or more regular season games and participates in bowl game other than Access or Playoff For each Year in which the Team participates in an Access or Playoff bowl game but does not win For each Year in which the Team participates in an Access or Playoff bowl game and wins 'A month's salary One month's salary One month's salary 1 Zi month's salary 2 month's salary Employment Agreement and Notice of Appointment - Gary Andersen Page 13 of 20

17 f. The amounts in Sections 26. a through 26. e are cumulative, so that, for the purpose of illustration, if in one Year the Team wins 9 regular season games, one of the wins is the Civil War game and the Team participates in the Pac-12 Conference Championship Game, $250,000 will be available for bonus/incentive compensation under this Section 26. g. Payment will be made no later than June 1 of the Year succeeding any Year in which COACH is entitled to payment under Section NOTICES Where this Agreement requires written notice, such must be delivered by personal delivery or by deposit in the United States mail, postage prepaid, as certified mail, return receipt requested, and addressed as follows: If to University: If to COACH: Bob DeCarolis Gary Andersen 103 Gill Coliseum Corvallis, OR with copies to: Glenn Ford Ken Vierra 640 Kerr Administration Building 900 Morrell Ave. Corvallis, OR Burlingame, CA Any notice delivered by personal delivery shall be deemed received by the addressee upon actual delivery; any notice delivered by certified mail shall be deemed received by the addressee on the third day after deposit. The addresses to which notices are to be delivered may be changed by giving notice of such change in accordance with this notice provision. Each party is signing this Agreement on the date stated opposite that party's signature to be effective as of the Effective Date. (signatures on following page) Employment Agreement and Notice of Appointment - Gary Andersen Page 14 of 20

18 OREGON STATE UNIVERSITY - // / 1 f/,, / t. / i / By hi nci _L Bob De Carolis, Director of Athletics Date By_ flr ' W. Glenn Ford, Vice President Date Finance and Administration COACH By, y Gary Andersen 1 Date Employment Agreement and Notice of Appointment - Gary Andersen Page 1 5 of 20

19 Schedule 4 Effective July 1, 2014, Oregon State University (OSU) became a separate legal entity from the Oregon University System. References in the Schedule to the State Board of Higher Education or Oregon University System rules and policies (including Internal Management Directives) are now understood to refer to University Standards and Policies respectively. Unless the context otherwise requires, references in such University Standards and Policies to the "Board" or "State Board of Higher Education" are generally understood to refer to the University's Board of Trustees; and references to the "Chancellor" are understood to refer to the "President"; "Institution" refers to "University"; and so on. Employment Agreement and Notice of Appointment - Gary Andersen Page 16 of 20

20 Schedule 4 Oregon University System Moving Expense Summary Table Fiscal Operations Manual Section 415: Relocation and Moving Effective: 02/01/1982 Revised: 0625/2012 Relocating, or moving, expenses are those incurred as a result of moving to a new location for employment. See Reimbursements for rates and receipt requirements. Certain moving expenses are taxable to the employee. For new employees teaching summer session only, travel costs for one round trip may be reimbursed when necessary to employ qualified personnel. Allowable moving expenses include: Moving Transportation Between New and Old Location o Airfare - up to two one-way trips OR o Private vehicle mileage - reimbursed at the rate per mile, up to two one-way trips OR o Rental vehicle - cost of rental vehicle plus fuel Meals and Lodging: reimbursed at a rate up to OUS per diem rate, up to a total of ten days of meal and lodging expenses for the employee and any household members. Total is combined with house hunting trips -for example, the employee takes four(4) daysfor house hunting, they will have six(6) days left to claim for moving. Salary while moving: up to ten days, if moving occurs after start date (total is combined with house hunting) Moving personal effects (reimbursed at actual expense): o Packing, including packing supplies (boxes, tape, etc) - up to $1,000 o Commercial moving company o Insurance on personal effects o Storage - up to 90 days Miscellaneous expenses - up to $1,500 (reimbursed at actual expense): o Might include Closing costs Utility hookups o Does not include Refundable deposits Household furnishings or decor Employment Agreement and Notice of Appointment - Gary Andersen Page 17 of 20

21 Schedule 1 1 Effective July 1, 2014, Oregon State University (OSU) became a separate legal entity from the Oregon University System. References in the Schedule to the State Board of Higher Education or Oregon University System rules and policies (including Internal Management Directives) are now understood to refer to University Standards and Policies respectively. Unless the context otherwise requires, references in such University Standards and Policies to the "Board" or "State Board of Higher Education" are generally understood to refer to the University's Board of Trustees; and references to the "Chancellor" are understood to refer to the "President"; "Institution" refers to "University"; and so on. Employment Agreement and Notice of Appointment - Gary Andersen Page 18 of 20

22 Schedule Code of Ethics Each institution offering a program of intercollegiate athletics shall comply with the following code of ethics. Violation of the code of ethics shall be considered an adequate basis for sanctions for cause. (1) Purpose The purpose of this code of ethics is to prescribe standards of conduct for student athletes participating in the intercollegiate athletic programs of the institution, coaches, intercollegiate athletic administrators, and other personnel associated with intercollegiate athletics. It is also the purpose of this code of ethics to identify the responsibilities of coaches, intercollegiate athletic administrators, and other personnel in the institution's department of intercollegiate athletics. (2) Designation of Institution Officers The institution president shall assign in writing to the director of athletics the responsibility for implementing the provisions of this policy, except that the Faculty Athletic Representative shall retain the sole prerogative for determining the athletic eligibility of student athletes participating in the intercollegiate athletic program of the institution. (3) Directives (a) The intercollegiate athletic program of the institution shall reflect high standards of scholarship, sportsmanship, fair play, integrity, and concern for the individual. (b) The intercollegiate athletic program of the institution shall be conducted in accordance with the constitution and bylaws of the alliances and/or conferences of which the institution is a member, and the rules, policies, and directives of the Board of Higher Education and institution. (c) Student athletes participating in the intercollegiate athletic program of the institution shall be required to: (i) maintain such academic standards as established by the institution for all students; (ii) comply with the eligibility requirements of the institution as a prerequisite for participation in its intercollegiate athletic programs; (iii) demonstrate high standards of sportsmanship and fair play, while participating in an intercollegiate athletic program of the institution; (iv) refrain from participation in an intercollegiate athletic program of the institution when existing injuries and/or physical impairments would jeopardize the student athlete's health and welfare; and (v) deport themselves in a manner which brings credit to themselves, their teammates, and the institution. (d) A head coach of an intercollegiate athletic program is required to maintain such discipline as necessary to assure that student athletes and coaches in that sport maintain high standards of sportsmanship, fair play, and integrity; encourage high standards of scholarship for student Employment Agreement and Notice of Appointment Gary Andersen Page 19 of 20

23 athletes; establish and maintain high standards regarding the welfare of student athletes; and adhere to the principles of nondiscrimination. (e) Coaches in the intercollegiate athletic program of the institution are required to maintain high standards of sportsmanship, fair play, and professional integrity; encourage high standards of scholarship for student athletes; and adhere to principles of nondiscrimination. (f) Each individual performing administrative, promotional, public relations, or related functions in the intercollegiate athletic program of the institution is required to demonstrate high standards of professional conduct; encourage high standards of sportsmanship, fair play, professional integrity and scholarship; establish high standards regarding the welfare of student athletes; and adhere to the principles of nondiscrimination. (g) The following is proscribed conduct for each head coach, assistant coach, and individual performing administrative, promotional, public relations, or related functions in the intercollegiate athletic program of the institution: (i) using the position with the institution to obtain financial gain, other than official institution salary or reimbursement of expenses and honoraria from either institution or noninstitution sources, unless prior approval is obtained from the institution president; (ii) using the position with the institution to obtain financial gain for any member of the household or for any business with which the employe or any member of the employe's household is associated; (iii) engaging in any outside activity which substantially interferes with the employe's responsibilities in the intercollegiate athletic program of the institution; (iv) accepting any employment outside the institution involving time or honorarium without the prior approval of the institution president; (v) accepting gifts, as defined in ORS (5), from any source, including but not limited to, professional sports organizations, private businesses, or athletic "boosters"; (vi) receiving, or influencing directly or indirectly, awards of prizes of value from any institution-operated or affiliated promotional activity associated with the intercollegiate athletic program of the institution; (vii) using institution buildings, facilities, services, or grounds for personal or private gain, without the prior written authorization of the institution president; (viii) using, or permitting the use of the name of the institution or any emblem of the institution in commercial or personal promotional activities, except by the prior written authorization of the institution president; (ix) violating the constitution and bylaws of an alliance or conference in which the institution holds membership, particularly those provisions pertaining to recruiting of student athletes, financial aid for student athletes, eligibility of student athletes, and extra benefits for student athletes; (x) engaging in, encouraging, or permitting the physical or mental abuse or harassment of student athletes; (xi) permitting student athletes who have not been certified for competition by a medical physician prior to a sports season to participate in the intercollegiate athletic program of the institution; Employment Agreement and Notice of Appointment - Gary Andersen Page 20 of 20