142017 a i a Heupel RE: Memorandum of Understanding Offer Haul Football Coach -Universty of Central Florida Dear Josh, Itiswith great pleasure that I offer you the position of Head Football Coach for the University of Central Florida, effective December 4, 2017. This Memorandum of Understanding, which presents the material tenns of our offer, will be incorporated into a formal employment contract ‘with UCF Athletics Association, Inc. (UCFAA) for execution atthe earliest possible date. Your acceptance ofthis offer will constitute a binding agreement between you and UCFAA. ‘The ‘employment contract will be fora term of five years with an option for atwo-vear extension after the mutual, writen option of both partes, ‘Your compensation as Head Football Coach will be the following: Annual guaranteed compensation of $1,700,000 25%6 of incremental growth from 2017 in football fullseason ticket sales and per-seat {donations given fr the right to purchase season tickets. ‘The total growth will be determined {a of close of business on the day prior to the first home game of each season, The 25% will bbe added as addtional compensation at that time and will always be calculated from the baseline ofthe 2017 season, ‘Total compensation (paid and deferred) will be capped at the mean ofthe 10 highest paid head football coaches in the country. Incentive compensation up to $250,000 (cumulative) per year for achieving academic and athletic performance goals as determined by the Vice President and Director of Athletics and the Head Football Coach Full standard benefits on the same terms as provided by UCEAA to all professional employees, with contributions and benefit amount based upon the base saluy whcie relevant and subject always to the terms, rules and regulations in effet from time to time regarding such plans Reimbursement for yout household moving expenses in accordance with UCFAA policy. Use of vehicle provided by UCFAA ar eutomabile allowance. Club membership Salary pool for 9 full-time assistant coaches: $2,500,000 annual. ‘The following terms are also included in this Memorandum of Understanding, nd shall be included in your employment contract as well:= You stall be prohibited fom receiving benefits or compensation other than as described above from any other source without prior writen agreement + I you terminate the contract, o if the contract is terminated for cause, UCFAA shall not be liable for any payments or benefits after the date of termination (excluding payments or compensation which was due or had accrued prior to the date of Termination). + If you or the football program is found by UCFAA or the NCAA to have committed a’majir violation of NCAA rules and regulations, whether while employed by UCFAA or during psior employment at another NCAA member institution, ou shall be subject to disciplinary or corrective action as set forth in the NCAA enforcement procedire, including termination of employment for cause + Provisions fortermination for cause, the terms of which to be negotiated.! + A termination without cause provision that will require UCFAA to pay you ‘based on the following: + 50% of contract value remaining to be paid in semi-monthly installments through the end of the term, ‘You agree to use reasonable, good faith, and diligent efforts to find altemative ‘employment following such termination and payments from UCEAA will be offset by the greater of (i) the amount received from new employment, (i) an annualized average of total compensation for full erm of employment ftom new employment, or (i) a yearly average of compensation from incumbents in equivalent positions. = A provision that you will agree not to seek or apply for other collegiate/professional football coaching postions during the term without prior notice, Ifyou accept another collegiate or professional football coaching position during the term, you (ora third party) are responsible to pay UCFAA a buyout based on the following: + Notice of termination received on or before the Final football game, including the bow! game in the 2020 season: $10,000,000 + Notice of termination received after the final football game, including the bow! game in the 2020 season: 50% of contract Value remaining to be paid within 60 days of date of termination, * Buyout fo UCFAA would drop to 50% of remaining compensation contemporancous with the day Dr. Daniel J, White is no longer the Vice President and Director of Athletics for UCRAA. While these terms are contingent upon our executing an employment contract, I trust that every reasonable effort will be made to mutually conclude that process within 60 calendar days of your start date. However, this Memorandum of Understanding will serve as the contract if a formal contact is not signed within 60 calendar days. 11s with great anticipation and enthusiasm that [offer you the postion of Head Football Coach 2 Upslnereeymen emit eh UTA itn es ands gen acon vers ou Th eu UF maton dodo edt eats lnconyat the University of Central Florida, Assuming that you are amendable, please indicate your acceptance by signing below. Ihave every confidence that you will lead our football program with integrity and pride, and Took forward to welcoming you as a member of the Kaiights family. Sincerely, Dr/soha C. Hitt LUCF Athletics Association, Ine Accepted (if offered): = Date: 12> 421%