I \]Plfl’i’\lI NJ’ ACI{IIiNIIN’l

This Employment Aueemert (‘‘A’rceinciit’’) is between the n versity ol Michigan (the‘University’’) iiic: James i. I larbauji (“I lead (‘ouch’’). It contains the entire aareeinent of the

parties and superedes and replaces ill verbal or written agreements between the panics.

Article I

PURPOSI’ -

I .0] lie piirLies have entered into iii is Agreement because the I. ii Versity desires toem ploy the II eat I C oae Ii a id the Fiend Co tic hi desires to be e nip! oved by the U ii vers I ty . ‘I ‘heUn ‘ers ty agrees to employ the II cad Coach, and the II cad (‘oac h agrees to lie employed b> theUniversity, on the ibilowing terms and conditions.

RFSPONSlfltLlTliS 01:1’! 1:1 I1’AD COACI I

2.01 eroL:’la o! Dtec’ I lead Coach ll ene is head foothill ciac at theUnversitv of MicaiL’dn. lie w:ll per:arni to be best of his ahil,tv the duties set forth in thsAgreement, and shi:il report to the Un:vcrsitv’s Director of Intercollegiate 1\tliletic: (AthIet;cDirector’’). Subject to tile other provisions of tiNs Asreement. the 1 lead Coach shiiil devote hislull business time. skll. and attention to the per(hrin:ince oihis dtities head iiotbitf coach.

2 02 C r Dot tnt Rt pon h I Dur n. the ptriod n \s Ii CU tilt I. n ersit’employs the I lead Coach. lie agrees to lR’r:orm ll dtites and responsihlii:es attendant to theposition of head football coach as set form ii Fit Agreeineiit subject to the overall supervision olthe Athletic Director and compliance with U i:versity rules. The I lead Coach shall have thepritnarv authontv and responsibility for supen’ismc. evaluatint, recruittne. tra:ning. andcoaching student—athletes to compete aiainst inalor college competition; the hirins, supervisionand evaluation of’ coaching stat I; and budget prepatution Hid ticlniimstraton fOr approval by theAthletic Drector, as it relates to the University’s men’s football program (‘‘UooIhaIi Progran’’ or“Program”).

2.03 SpuçHiqfltiies_tl_Resp1iisihiTtiej: The speci tic Jut es and responsiIiil Liesass ened to the lead Coac l a coimec ion net ii tie football Program are set I orth Ne low, andshah ne mdc such related duties and responsibi! a es cons: steM vtIi the nos:t: on of bead footballcoach of a Division I. Foothalt Hon I Subd:vision (‘‘FBS’’) football program :is nitty reasonablybe assi::ned by the Athletic Drecto:’. The Uiiivtrsitv acknoxsied:es thit t:.e Icat: Coach’spr mary rcrons: N lily hereunder is actinr’ is the head coach o :‘ the I’rog rain, and am additionalrespons h I Lies hereunder are secondary’ to lead Coach’s ,r:man coachingreDonslb,lt.es. TIm’s list of specific oWes ann responsihihties st:pnicments and 5 not exclu;veof’ the other aencral duties and responsibil:ttcs:rovmued lOr elsewhere ai this Agreement. I liespecific responsibHitcs of’ the position of head football coach Include, but tie not Iintted to theloll ow in

(a) The Heed Coach will be responsible 11w all customar coach ng decisions.includinc: without limitation the systems and strategies used on the field (both in practice andactual game play), conduct of practice and trainiur, selection of team members, deployment ofplayers. the practice for and play of games. and all other tnatters nvolving Ibotbal I opeiations

b) The I iead Couch s ill use best el”irts to conipis with the acadi-mic andadm;ssion stamlerds and requirements of the Unn iv wah respect to the reeruitin’ mdelk:ihHit’. of protective and current student—atietes Iör Lce Football Proram. i’hc:leac (‘oacliwell use best eftors to comply s ifl the academic policees established by the Univers.t andcorn mu n icated to II cad Couch, Inc ud rig mon toni ii; and encourag n the rcgc; ar pro zresstoward an academic degree of those student—athletes who are on the Ibotball team. !e will makereasonable anti good filth e lihrts. in cooper; Lion with the University’s acu Its’ inc Iailni nisIraLion. to meet all sttident—;ithletes icacemic reqti rement end to ntetzraic spoils intothe whole spectrum of academic l:fe to complement (lie Lnve:siiv ijid its snssion a thecommunity. The 1-lead Coach vi II use reasonable et ins CO irranje ooihal travel and sel’edul i:h student—;itnetes in such a namer as ti rn.n;mize lost cassrooni lime. lravel schedule fl besuhlect to approval by the Athletic Director:

(c) The I lead Coach s II use Ins best effort to mci otain t’ood condticr (bothon and off iNc leld) and enorce discipHnary rules end sanctions ffr! and uniformly for allstudent—athletes n the Program to encoura;e acadeinc and moral isitearity and excellence;

d ) ‘11w I lead Coach has uthci i tv and responsihil itv to i nake dcc s:ons as tothe hirin:. continued employment, job ti es. coinpcns.tt on, and dismissal of’ assi tnt coachesand other support stall for the Football l’rorrrri, suhject to University personnel pol.c.es and theanproval of the Athletic Director. ftc I lead Coach will supervise these employees, includin:supervision ot their compliance with Governing Rules (as de:ined below);

(e) The I It ad Coach. subject to reqti - red timc Coinhli tinents to DC r;orn otherduties under this Agreement. shc. ii make tinsel f avai bible to auendareasonchl e number ifalumni, public appearances. donor sol ie tat on, charitable, sponsorship. prolint:’ otin, andrecruitment—related events and neetins as re:isonably ci rected by tie Athletic Drector and

I’) The I cad Coach. subject ti requtred tone cnmm:tiiie:ts to perform otherdirties tinder ths Agreement.- sitil I make hc ;nsel f avai l:rble to perform a reasonable number oserv;ces on :elevis;on, rado. internet and other media is reasonably directed hv’ihe AtaleticDirector and as they relate Ii) 11’ pos.tion o:’ herd lbotiiill coach.

2.04 N’CAA. Rig ‘len, intl Univ:ritv Rife-- md Re:iihitions: The I lead Coach shallabide by and comply with al appl caINe ri es, reeciLitiot i.-. polices. protocoL; and agreements ofthe Universty (the ‘‘Universtv Rules’’), the iSational (‘oller:ate Athletic Associaton and itsapplicable divisions (or any successor association. tIc “NCAA”) (includ;ng wthout lemtatioii.the Constitution and fly—Laws ol’ the ISC,\A) (the “NUA \ l{fcs’’). and the 114 Ten Conference(or an” suceescor conference. •ConL’renee’) (the ‘Coii:erence Ri ef’). in cccli c,:se is in e ctintl :nterpreitd b tie apI cable body from tine to tine arid a ch re late to the- ‘ro:rLm (t hi

Ui:-vc-sitv iUtes, die NCAA Rule.Na’.hd the Conlërence :LIes .rc here:ii;eltcr somet lies referred

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to collecuvely as the ‘‘Governirg Rules’’). i-k’ viIl also use best efforts to ensure compliancewith Governing Rules by the Program’s student athletes, ‘assistant coaches, and all other FoothillProgram personnel that directly’ report to I lead Coach. In the event that the Hctd Coachbecomes aware, or has reasonable cause to believe, that violations of Governinit Rules may havetaken place in connect ion with the conduct of the Football l’ro ram, he shall report it promptly tothe Athletic Dircctor, ‘11w I lead (‘ouch shall cooperate fully’ with the University in efforts toestablish, educate, nvestiEtate, and en! orce these Govern ni: (ti es fhr the Football Protiranl, IkeUniversttva’tees that it w II nrov de cc luvant upd Les and Lr.ttntntt to the I [cad (‘ouch and hisstall’ reaurding any changcs in NCAA Rules.

2.05 If the Head Coach is determined by the N(’AA. the Confirenee, or the Uni’.ersitvlo have comm tted a viol:tton cf the Govcrn.iu’ Rule . whether vh I Ic einpio% cd [iv [lie: itiversity or during l)rior employment at another NC’A A member institution, the lead Conchmay he sub;ect to disciplinary or correcti e action as set forth the applicable prov;sions of tilL’

Goveni,ng Rules (e.g.. Article 19 of the NCAA Constitution, Operating IF laws, andAdininistrafve l3ylaws, as mended) and/or this A:recment. includina. w.thout limitation.termination of’ this Agreement as provided in Sections 4.02 or 4.03 heTow.

2.06 The I lead Coach shall represent the Univers!tv positively in public and privateforums md shafl not en -ac in co:ujtici tint rcflucts idverseiv on the Un es. iv or the Footballl’ror;mni. ‘INc Head Coach sl :il I nerfdrm Ins duties and personall comport I’ nisel I at all times ina manner consist cot with the nigh moral. etliica I and academic standards of the 1 -niversitv and tsathletic department.

TERM OF’ rMPLOYMrNl’. CO\1PENSATION. AND flENEFITS

3.01 Tcr of AgrcemL’nt and F rijpyiiieru:

(a) The term of thu Agreement (‘‘l’enn of’ this Aurce;uent’’ or ‘‘Term’’) shallbe icr seven ( 7) Contract Years ( de incu belou ) sub;cct. however to ear’ er term nut on naccordance with the nrovisions set torth a Articie V of tb s Aur.ement.

(hi As useu n this Aareement. the tet’n”Contract Year” s aefated tomeat: the twelve (I 2) mont:t period commencin Janu:irv I I and endinu (lie f’ollowamg JanuaryJO. c\cept the that Contract Year will heg.n on December 29. 21)11 and end on January 10, 201 C,and the list Contract Year shall Itenin cii January II. 2021 and end on the date that s three day::miter the lmst uame played by the Un;yersjtv football team in the 2021 season ( ncludin: my bowl

game phi’ ed reiittive to tte 20 I season). I .uch such Contract Year shall he numbcred tocorrespond to the period speci fled as tollows:

Contract Year

Contract Year One December 29, 2011 —January 10. 2016

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Contract Year ‘iwo January II, 2016 — January 10. 201 7

Contrite t Y ear ‘I’hree January I I , 20 I 7 — iii; wiry 10. 20! 8

(,ontract Year Four January II , 20! 3 Jar :u:rn’ 10, 201’)

Contract Year five Januan I I 2019— Janu;’n’ 10. 2020

Contract Year Six Januan II, 2020— Januan’ iC. 2021

Contract Year Seven January II . 2021 three days aher lastgame played in 2021 season

(c) The panics a::: cc that by December I. 2021 they will meet and nd:catewhether they have a mtittial interest n negot4atina an extension ui this Aereenient, Aim’rnlicatiun b’ ether party that they do not desire to extend the cont:aci shall not he cons:dereu a

tee nination of tne contract. Any areemcnt by the parties to discuss an extension does riotoperate as a guarantee that the parties will agree to an vs te;ision.

302 Coiipensroii:

a) Rase S:rhirv, As compensation for the .‘;ui V :CCS ned armed tinder Li isA’:reeriieitt. the Head Coaca shall be paid a base salary (Base Salary”) of S50’J,OOO per (‘cintrict

(b) ‘Flie l3itse Salary provided fbr above shall be paid to the I lead Coach inaccordance with the Urn vers tv’s nomia I payroll procedures.

(c) Add:l’n:JCompcn:athin. ‘I’he lead Coach will receive addit:onalcomnensat on at the am iw: I rine ol S4,5 00000. paid ii equal month nsta. lmetts , ascompensation for his television, radio. internet, public relations. promouoiinl ;cti ides, personalappearances iii connection with his cut ies under th:s Aarecmcnt. supPort of rue t ink ersrv’. shoeinc appar H sponsorships. and other aetivL1cs is nan of i:s duties arid :e.,nonsili:l:ties as thehead (‘ouch (‘Additional Compensation”).

(U) After Contract Year ‘three, the Base SaIar and Add ii onal Co:iipeositioneach will be increased by 0%. Afler Coninict Yew ivc, the Base Salary and \ddt:oniiCornpens.rtion each wil I he increased by an addit:onal I 0% above the men current rate of BaseSal ar; a: id Add ti on al Conipensat on. At t lie ci id of Contract Year I ye, there w: II be anevaluation by’ toe University of the head Co ic h’s overt II nerlormance md re ew of Ins ove :: illcompensat:on. as measured by his then curTent fair market alue, as compared to his peers. ‘liepart:es wll IleI1otitte reasonanly and in good iiith whether I !ead Coach s compensated less thinhis 1kw market value, and if he is. wal also ner’otiate reasonably and in ood lath. an upwardadjustment Iti br;nu the lead Coach’s eornnLtllsLtion to lair market vali:c, lfsuc:i .n adjustmentis made, then it wil be in lea of tie 10% Increase at the enc of Contract Year I rye as provwedabove, if the adjustment is erealer than the I 0’ increase.

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(e) TeamandlieadCoachPcrlhrmanceRivments. I the University Ibothallteam achieves any of the perlormance goals set Ihnh below during the Term of this Agreement.and the Head Coach remains employed as hcad coach at the time of the applicable taine, theII cad Coach w II receive an add t on al pay me nt of corn pci isation in the folio v ng amount:

fs’!weJeth1nnancc (non-c umtdativej:

(I) ‘learn plays in Bin len Championship (lame: SI 25.000(2) Team wins Big Ten Championship Game: S250.000

Rmt-SeasonPcrfhrpcejnon-cunative.jccpj2J and QJJ:

(I) ‘l’eam plays n l3ow I (lame selected by Cot lege l-ootbal IPlayoff Selection Comm:ttee (other than (2)): 5200,000

(2) ‘learn plays :n four—team College Football Plavof I Game: s :;oo.ooo(3) ‘learn \\ ins Natonal Championship Game: 5500.000

II’ the I lead Coach receives the awards indicated below for a regular season that occursduring :i Contract Year. the I lead Coach wil I receive an additional payment of compensation inthe following amount:

(uachothcYcmjumuhtlveforIjLunIoneot(2J):

(‘) B g ‘len Coach of the Year (1w vote of Big ‘l’en coaches): $50,000(2) Associated Press. Paul “Bear” Bryant. Sporting News. Walter

Camp. Maxwell Football Club, or ABC/l’SI’NNational Coach of the Year (can only achieve one per >‘ear): $75,000

‘l’he I cad C’oach w i I he eli hi e to receive the amounts tinder this pirt e raph (e) a hove ineach Contract Year durjn: the Term. As used above, “non—cumulative’’ means the I lead Coachcan receive on:y one amount under a riven category (e.g., Le can receive onl (I) or (2) underConference Performance). I lowever, the I lead Coach is e iNc to recel ye cumulatively in an>contract em pertonnance pa> meats from each of the “Conerence Performance’’. “Post—SeasonI ‘erfhnn anc e -‘ and Coac1i of the Year’’ categories.

(0 TimJng of’ Additional Payments. The I lead Coach will have earned andful lv vested in an>’ of the perlonnance p. yments set orth in subparat’ raph (e) above, at the timethat the relevant :anie is played or coach of the year s announced. ‘l’he Lniversity snaIl pay an>’amount earned by the I lead Coach for a Contract Year pursuant to subparagraph (e) above nolater than thirty (30) days after the end of the applicable season. ncludinr’, any bowl game.

(g) Tcam Academic Performance Payments. for each full academic yearduring the ‘fem (i.e., comalelicing with the 201 — lb academic year) in which the University’sfootball team achieves an Academic Progress Rate (API{) of 960 or higher (both inult and singleyear calctilation). Head Coach may receive an additional pa”inent of compensation for thatContract Year at the discret ion of the Athletic Director it an amount not to exceed 5150,000.00.

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Such payment shall lie made within th rtv (30) days after the A PR s detennined lbr theapplicable academic year.

(Ii) Deferred Compensation. Wthin thirty (30) das lbIio ini the last anieplayed by I n i vu is t too LbLi II team in Contract Year One. I lie U tu ye s it v: rev e v thestatus of the Football l’rogram and detcrm ne an appropr. ate du (erred compensation arranvement11w the I lead Coach.

(i) Siunint Bonus. No sooner than seven (7) days and no later than Iburteen14) clays after exec cit on of this Arccment. (lie I. Jnivers i> sltitl I pay [lead Coach a bonus of

S2000.000.

U) \pn:ir.et_M!s:n,cc. [he I!IIiVLI5iIV I’:rees to prcivde the head Coachii ii an app: rd al low.nce (Icr personal use) of S4MUO er calendar year in tcms (mm (lie then—

current athletic apparel suppl er to the Football l’rogi am current h Ad dits). at pr:ces characd bythe supplier to the University or ts coaches for such purcliuNes.

(k) Any henelit earned and any payment made purstiant to tii. Agreement

shall he subject to federal and state income, PICA and other employee pavrol. . .thaoldmg orother sImilar taxes the University may be required to withhold.

3.03 T:trcnrneft

(a) F)ur;n; the Term of this A cement. the I lead Coach shall he entitled I.)

elect the standard University frinne benehts applicable to Ii s position. Ihe r:ngc bend its areprovided in accordance w.th the rules of the University’s fbne benefit program, and are Nubjectto char e if and when the Untversi ty ‘s bene fit proarain(s ) cliane.

h Dur. n. the Term of tli is A :!reemeilt. [lie I lead Coach w II bc cut tied to theuse oF t o (2) automobiles pursuant to the dealer—provided automohIc prtt2r.tm ave 1ahle to theAthletic Department cochit: stall as n elfect irom time to tune. Tue University w:ll piiexpenses ftr such automobiles :n accordance with the toni vets it’.’’ s p01 cv fhr senior AthleticDepartment personnel.

(c) The Un:versty vill pay reasonable moving, expenses actually hicuried for

the I lead Couch to relocate himself and his family tc MichVan.

(d) The University with pay or reimburse (lie I lead Coach for reasonabletemporary l:ousini e’ipenses for toe necessary period of t1ne, nt ii to exceed one hundrec e.lity

I SO) days, to assist the I lead Coach in his transition to the University.

(e) TicketUsauc. Durin the ‘[cnn of this Agreement, the I lead Coach willbe entitled to complimentary best available tickets (or University athietc events plus oark:ng inaccordance w Ui Athletic Department po1 cv then in e fleet. lu riher, hr a ‘I home fhofxsl I gainesdur:ng the I lead Coach’s employment as head Ihotbal I coach, the I lead Cone .i will be prov tiedwith uxclus: vt use ol the head coach’s p’iv;ite viewini box jr Micha,an Stadr.m. incItidne the

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maximum number of tickets and passes for such box. The University will also provide the I leadCoach with 16 additional home football tickets. ‘[he University also viIl make best efforts toprovide the I lead Coach with a reasonable number of best availahle seats for any championshipor bowl games in sliich the University football team plays during the Term. It is understoodthat the I lead Coach may use such ticKets and the box For, among other tlt:nes, the purpose ofhosting family, donors and oilier ftiends of the University for business purposes. Head Coachagrees to provide a log for all passes and tickets used for this purpose, and shall not resell suchpasses or tickets.

(I) During the ‘l’emi, the I lead Coach shall receive p’°P reimbursement forall reasonable expenses (including first class airfare when traveling 11w Football Program—relatedbusiness) incurred by the 1 lead Coach in pcrtbrmance of its duties, in accordance w: th theUniversity’s policies applicable to other similarly situated employees as they may be cstablshcdor modi lied.

3.04 Fxc!usvity of Services:

(a) The I lead Coach agrees that during the Term of this Agreement. he ‘vi IInot enLta;e in any outsGe activities, including but not limited to, television, radio, ntemet, shoeand/or a2parc I sponsorshi ps. consu It ng, promotion, itpnearances. endorsements and char tablefundrais:ng. except for those actvties on behalf of the Univcrsty as described above, unlesssuch activites are expressly approved n writing, and in advance by the Athletic Director, whichapproval shall not be unreasonably withheld or delayed. Reasons for the Athletic Director’svitnIioldmg appro al nay inc jude. but not he limited to, Ii; s reasonable and good f.iti

determination that the activity (i) conflicts with then—existing or pending University agreements.(ii) conflicts with any Governing Rules or 1 lead Coach’s obligations tinder this Agreement, or( ii) may reflect noorly upon the University. Permitted outside activities may not use Universityntellectual property or suggest an associanon with or endorsement by the tiitversity. Allncome derived from the Football Pro ;ram. including. hut not I m ted to, the University’s athletic

apparel and beverage agreements, the I lead Coach’s television and radio shows, and otherUniversity agreements and commercial activ:tics (hut specifically excltiding, the Camp referredto heiow), shall belong to lie Un versity. All ncome rece ‘ed by the I lead Coach fromapproved outside activities vill belong to the Head Coach.

(h) Pursuant to NCAA Rules and University Rules, I lead Coach shall providea wn tten detzti It’d account annually to the University’’ s President and Athletic Director of allalhletically—reiat:d ;ncome and benefits that he receives from sources outside the University.

(t ) ‘[he I lead Coach arces that during the Term of’ this Areement he willprovide the Athletic Director with written notice prior to or within forty eight (4) hours afterengaging (either directly or indirectly through an aeenl or representative) in any materialdiscussions pertaining to coaching opportunities at any NCAA member institution, professionalsports team or any other coaching or non—coaching positions that could resu It in termination ofhis emplovnient at the U iii vers tv.

ArCcc IV

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‘ITRMINATION

1.0 I Termination Vithout Cause

(a) Ihe parties arce that the University may terminate the I lead Coach’seniplinment under this Agreement without cause prior to expiration of the Term upon noticeprovided by the Athletic Director. If the Univers:ty exercises th.s ri!lit. then (in addition to anyperlbrmiiiice bonuses earned by hut id vet paid to tlit- I lead Coach under Lii: s Aareement) it willpay the Ii cad Coac Ii the Annual Base Salary acid Add it i omi I Coi ii pc isat on at the time oftern nut i oil. for the rein ai n tier oF the Fenu. subject to the ii cad C oae h’. mit cat on oh!i gat ions atsubsection 4.01(b) below. f University vill make such payment to the [lead Coach in equalmonthly installments over the rem a.niiig lerin. Ii add t;on. upon a tcniiinat:on by the Un:versitvwithout cause. the LI niversitv shut! I reimburse tIe I lead Coach on a .91011th lv basis in amountequal to the d : flerence between the COI3RA eovera!:e cost for the I lead Coach and hisdependents and the rate that woo Id be paid the Ike eriiplo; cc share ui such covenie by sim tIm I>stuuited active eniplovees until the euiri.est 010 ei’hteen (18) TnoniIis Iiillo’sng iie termiiuitionof employment, (ii) the [lead Coach s commencing odw r employment ol tcrng comparableeoveruimze for which lie is eligible. or (ii) the I-lead Coach act his dependents ceasng to beeligible for University COBRA continuation coverage.

(Ii) Ihe I lead Coach is recuired to mitigate the Un’ crsity’s obliz:;it:oim underSection 4.01 (a) by making reasonable efforts to obtain otnet employment as soon is reasonablypractical following such termination. If lie I lead Coach obtains other emplo inent or ieee:;- es

compensation [hr serv:ees (ca.. as a consultant) elses:iere alter tiw t mniverit’: teinunat:on oltins Ai:reemcnt pursuant to Seetmon 4.0 1(a) (en! lect; ‘elv, “Other Compensation’), I hen each of

the Univers:tv’s monthly obLations to pt; the [lead Coach as set lort a Section 4.01 (a) shallhe reduced in lie manner described in this Section 4.01 ( I,). by I lead Coach’s total compensationfront a H such sou:ccs reluitin.’ to co;ieh:n or broadcast: 1e (except not inc I udin: I ) eniplayeereinibt:rscnienis;:ind

.. ) standard employee benefits under bro.id—based plans). If the leadC nacli does obtain other employment or compensation, lie slial I im meumate y provide tt r,tten:ioimce to the Univrsitv descrihn!: the position and his total compensation. The t5n,vers;t shallhave the ci lit to reasonably recuest c dence of the efforts lead Coach li:is m:itle to oltain oilieremployment and the amount or compensation paid to or vested in avor of toe I cad Coach in (lienew position and f-lead Coach shall provide the evidence reasonably requested by the UniversityI rom time Iii lime. The Oilier Compensation sh:tIl be set oil torn time amounts due pursuant toSection 4.01(a) hereunder lbr the same period that it is earnt:cl by 11w I lead Couch whether it ispucit] on in tinsoung buiss, as a sign—on or otherwise a advance or on a dcle:red basis. Anyutmotints subjeci to a vestin schedtile shall be deti:ied earned when vested. IF in ii.> ii onth iwOther C ompensatton exceeds the University’s oN rit ions to the I lead Couch as set lhrth inSection 4.01(a), such cxc ess shall be carried thnva;d md set ofl’ umg;i:nst the tin;versty’s nextI uture monthly obligations. Ilie I-lead Coach slial I provide the Unversity on in onoing his is

with the inibmiation reasonably requested which is necessary to niplement the foregoing andshall prompt Tv respond to any reasonable inquiries of the University. Ihe I lead (‘oac Ii shallrrompt!y relond to the Univers:t any amounts that he receives that should have been setoHunder the provisions of’ this section.

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(C) Payment by the University in accordance with the provisions of this section4.01 vi]j be conditioned UDOn the esecution and deilven by the Head Coach of a release aridsepanition agreement fl a tom reasonably acceptable to :ae Univcrs:ty.

(d) Except for the oh! gatlon o pa to the II cad Coach the amount set forth ii

Section 4.01 (a). I the Lncrsty temiinatas tie lead Coach’s employment without cause asspecified in Section 4.01 (a). all ohIi:ations of the Universjty to the Head Coach shlI cease as 01’

the ellectie date ol’such termination. In no case sliail the Univeisitv be lahle’ br the loss ofanvbase salan’. additional coinpensat on. borus payments. deterred compensation. col lateralbusiness opaortunities or aim’ other benefits, perquisites or neomc resulting 1mm activittes suchas, but not limited to, camps. climes. mcdii appearances. television or racio shos s. apparel orshoe contracts. consulting relationsh:ps or I win aim’ other sources tha: may ensue as 1 result ofthu LI flyers. tv s term nation without tausc of lead Coach’s emlot merit under this V:reeiiieiL

(e) All obls:ations of the 1 lend Coach tinder this Aareemenl or otherwiseassociated n iI; his employment by the Univers.iv shall ceLl’ as of the effective date ol’ suchtermination, except is provided in Section 4.06 heov.

4.02 ‘lenuination for cause. The University has the rhlit to terminate the employmentwUie 1-lead Coaelt for cause in the event of any ol the olIowin::

(a) Failure of the I lead Coach in any mater:al respect to Perform the mater ‘ilservces reqarecf tinder this A;reenient, or breach in any material respect of any of the I-leadCoach’s riater:al duties or ohiia:itions tinder this Arreeneiit, and such fadtirc curtnues or aperiod of’ thrI)’ (10) days tdllovin’ receipt oft written nottee I rom the University ol such htilureor breaclt. Tue University shall not be reouired to provide written notice and an oportunity tocure under this section if the breach cannot be cured or N’ the Universtv has provdcd notice andan (‘pnoflun tv n ctn’e a substantially similar mittaral breach e.ltiiin the prior three hundred sxzvflve (365) days.

(h) I lead Coach’s coin iction of or a p’ea O tiolo coith’iuA’rt’ to any tdony or mv

criiii i n:i I oil :nsc nvo, v.1 IL, ratio. iiar.ssnicnt. i,ubst,,nce abti e. or i oral turpitude.

(c) Conduct by I lead Coach that suhstiiitally of fends pablic decency or morality,m shall be determined Liv standards prevailing in the community’, or which results in. or in thereasonable determ nato!] (Ii t’ie Lnvers,t eoud result iii. naterial nju to the ieputiitioii,interest or obli;ations oftne l_ nR’c’ tv or the t’torranl.

(d) The NCA.’\ or t:i Conf’eence dctermnes. or the University re,i on:ibvdetcrndnes ( followiti any notica antI cure per:i’d ;‘etjuLrad b Sect:on •L02(a)J. that (t ) tIle 1 tendCouch has committed a mater a! violation ol’ a rnateratl pro’ son of thu Govcni.ng Rule’(including, witaout limitation, a Level I or Level II violat:oii of NC,\,\ ;,ules): or (i.) that amaterial violation of a m;.teriai provision of the Uovernaw Rules his occurred within theVootball ‘rorram curing, the term of this ,Aaieemeiit and suca mnieral volaton occured as aresult of the I lead Coach’s failure to appropriately superv:se the Program :1 ii reasonable andcustom an’ in anner.

9

(e Ihere occurs any violation of Governitna Rules during thu Penn of thisAnreement that results in the Foothill Program heini ,iaccd on probation. hav:ng to forteitsc iolarsh PS Ot %ames. or having to pay a ;nateri at line.

(F) to prow’’tlv rc)ort to the AIhiut.c Director a vit)l;kt:on of the(ioverninu Rules by l;iinself in assstant football coach. football staf rnuiiber student athletewho is a member of the thothall team, or other repiesenLiuve oftite University’s athletic InterestsOf whch ftc I lead Coach had actual kiio lcdce.

(j fraud oi wdlhil malfir;isance sn Ilk perlonnituce of any niatel al duties orrcs;ionsibilities under this Asireenient

4.03 II’ the Universav terminates the I lead Co.iclis employment fbr cause as peeiliedin Section 4.02, it shall be without liahi tv to the i-lead Coach. or any other penaiy. except tIlLI lead Coach snail be 2a1d ;i:iy Annual Base Salary am; .kcld;t;onul Compensation accrued butunpaid (and iIiY performance bonuses earned but unnaid) prior to termination. AL otherob nations of’ the Un versa’ to make I unher payments ;id:or to aro ale any other cons; deratiotiunder this Atreentent or otlierw se shall cease as of tie date o ternt:nat-oii, Lxcept :is provdedin the first scninice oth;s sect 0, in no case shall tie Unversity he liable to tue fiend Coach fortie loss of miv liase Salary, Add tional (‘oinpensation, bonus payment -a deferred eompensat;oncollateral business opportait:: us or any other benefits. perqtiisTes or ;ncome resulting fromactit ities such as. hut not limited to. camps, clinics, media appearances, television or radioshows, apparel or shoe contracts. consultinu relationships or from any other sources that mayensue as a restflt of the Universit ‘ .s termination br canse o the lucid Coach’s empoy ment

nder ft is Aareeitent.

4.04 Terminit ot: n lead Cone h.

(a) 11w I lead Coach shall have the rsnt to term nate ttis Anree:ncnt for goodreason in the event that the University breaches its ohliuation to pa blase Salary or AdditionalCompensation n accordance with Section 3.02. The I lead Coach must give written notice ofsuch breach within thirty (30) days after lie has knowledne thereoh lithe University fails to curesuch breach within Liirtv (30) days afler its ;eceipt of such ‘Arttntl not:cc, the I lead Coach nanve not;ce of terrniiuit:on vihmn th;nv (30) days Her suet cure period Upon such temtii:ationliv the I leac Coaca for nooc reason. tie Unvers tv shall make the payr;tents rem red underSection 4.0 I (a) -s th recpcct to a temiiiiat on s’ithont cause, subiect to Sect on 4,0 (h) inc theowier provisions o Sec ton 40!

b) In the event the I lead Coach tenu mates his employment with theUniversity other than for good reason pursuant to Section 4.01(a) prior to the end of ContractVear I-our. or the Lniversitv terminates Lie 1-lead Conchs emplo iucnt for cause, the led(‘oLcIl shail remourse to the tmuvcrsitya pro rat; portion of the l(1I.Ll of: (i) the signing, bonusnod under Secton 3.02(i) and (a) an>’ p;vmnents mace tinder Sectim ()fQ, The pro r;rta ;iniotlnthal equal the number ot ino:itas RLILiflIfl_, i:om the date of ;erni:n.it on by tim lie 0 Coach or

the Universtv um.l the end ofLontract Year h-our divided hs forty ciht (18). The lead Co;tehshall ha c no ohiisatt:on to reimburse such amount to the Uit.versitv upoit a voluntin’

10

termination by hi in n the event that, fbi towing the effect i \‘e date 01. tIi s A eiccment, theUniversity is barred ltom post-season appearances or loses a significant number of NCAAscholarships as a result of NCAA violations that took place prior to the effective date of thisAgreement, and the 1-lead Coach provides notice of termination within six (6) months alice thosesanctions are imposed. Ii’ the llead Coach terminates this Arreeinent rsaresult of NC,\,\sane tic Ti; Ti LW C ordance vi th the pree cdi nt sentence. the U Ti IV era ty will pay the II tad (‘oac It ti teAnnual flase Salary and Additional Compensation at the (line of termn; it loll, or one year I OIII

the notice of termination, subject to Section 4.01(1’) and the other provisions of Section 4.01. liithe event the I lead Coach terminates his employment with the Unvcrsity itliiiut good reasol i

prior to the end of C ontract Year Six, the University may nirned uitclv term nate I lead Coach’semployment, and it’ the University does so. such termination shall riot constitute termination ofthe I lead Coach’s employment hv the Un.versity without cause and the University shall not helable for tile d\ ments required by 4.01(a).

4.05 D :s:b1itv r Deub . This Aerecinent wil I terininite automatically unon the I leadCoach’s death or disahihtv (winch the pinoses of this sectioii shall mean the I lead Coach ;unable to engane in any substantial ga; ntiil actv it by reason of nov n,edic:l ly LIeterminabephysical or mental :rnpairnient which continues for at cast S!X (6) consecutive monins ;mc canhe expected to result in death or can he expected to last hr a eontauous period of not les,. thanI 2 months). All obligations of the Universttv to nake tiniher payments and/or to provide otherconsideration, under this Asreement or otncnvsc. shall cease iniinedhitelv in the event sucadeath or d:sahil tv occurs, except for any Annual Base Salan and Addinonil Compensationaccrued hut unpad (and any pcrtorniance bonuses earned but unpaid). FL) tie extent apicahIe.the Coach (or his bene:ciar:es) shall also be ei;:ih1e to receive disah;l:tv and/or lit insurancebenefits, but only to the extent that such benefits are available to him or his heneliciaries, as thecase may he, under the rules established by the University and the Unix ersitv’s :nsurance Carrier.

106 (pri (10! I J I rT’ i I0 Hit 1k id Co LII cnosIttLc, t lit curin hi,employment he will ietiu re Knowledae of con fldentiai inforni;ition rc, :irding the atimleticoperations oftl:e University. Accordinelv. the I lead (‘oaclI sli;;ll not. thou: the \\rtt-n consentof the Un:versit>. d:recth or .ndircctlv. cluriog the Term or it any time thereafter, discosc ti

anyone 0: use in a n> manner any Lontidenti;il infbrm a ion oilier L1LLII n connection wall h; sservices lbr the University. The provis ons of thi- Section 4.00 shall not apply to (:) data andintormat:on whica the I lead Coach can prove has become publicly ;tva4 able without breach ofconfidence by the I-lend Coach or any other person, or (b) coachintL schemes or trainina orecrti:I;n:: techniques developed or used by the 1 lead (‘oicli while emplo’ed by [he

Univ er iv. ‘flit- I I cad Coach alla II not he nrc I’: h tea I rom in ak it: truthful statements v hendefend.n h:mself in arhtrat;on, litigation or NCAA proceedlll.1s or it requ:red tn testify 1w a‘overnment ait ricy, order of a court or other Lovernmnenlal or reguf itory body Ilavin

jurisdicuon. or to his own counsel, if necessary. It tne I lead Coach s required to ciisclose any

eonl5dental information pursuant to any legal proceedings or court order, as described above. heshall immediately notify the University and shall cooperate w.th the Universit in assisting theUniversit ‘5 seeidng to maintain the con fldenti al it of that con lidential in formation (e.g.. bypI;icing it under seal) or n setting aside the reouirement or order eompeli:ng disclosure. Wahinseventy—two hours after the expiration or termination of this Acreemert, the I lead Coach shall

11

cause an>’ confidential information, keys, credit car ds and other tin iversity property iii hispossession or control to he delivered to the University.

4.07 Rcmcde. l’iw I lead Coach’s covenants under Section 4.06 shall applyre;ardless of the reason for the termination of his employment. For the avoidance of doubt, theI lead Coach acknowledges that the consideration provided to him under tIns Agreement isadequate for such covenants. The I lead Coach acknowledges that the remedy at law for breachof those provisions will he inadequatc and that, in addition to any other remedy the Universitymay have, it shall he entitled to an in; unct:on restraining any breach or threatened breach,without any bond or other security hem: req uired and without the necessity of showing actualdamages.

Article V

FOOTBALL STAFF

5.01 I he Football Program wit I be provided I th a compensation fund of 54.000.000—5,000,000 to he reserved exclusively for assistant coaches, excluding the strew:th coach. TheI oIegoinr: amount shall increase by 10% in each of Contract Ye irs ‘l’iiree ind I’ ve A n otherincrease in such hind shall be subject to approval of the Athletic Director. The iinount.s paid vi IIbe determined by the I lead Coach, subject to the approval of the Athletic Director. No amounto I this fund s avail able for or allowed to be paid to the I lead Coac IL

5.02 The University will pay mov;ng expenses for an>’ nc ly hired assistant coaches inaccordance with the St,indiird Practice (Juaie.

5.03 The University vi II pay actually incurred reasonable temporary housii;’ expensesfor the necess:u period of tbuc, not to exceed n;net (90) da> s. br any newly hired assistantcoaches to assist in their transition to the University.

5.01 i1çkptpjagg. Durinu the Term of this Agreement, each assistant coach will beenttled to use of tickets or Jni versitv athle Ic events in accordance w i th Atli leti e Departmentpolicy then in ci fect.

Aiticlu VI

CAMP

6.01 The II cad Coach may operate a so in mer football earn p (“Cam’’) at U iii ye rs i tyLtc:lities, and shall he entitled to the net proflis from operation of’ the (amp alter the payment ofill e>penses. The University acknowledges that the (‘arnn will include (hut is not lmited to) thefollowing Camp programs: I ligh School Camp; Youth Camp: Team Camp; Kicking Camp: and

on 7’ Camp. The Camp must he operated in accordance with the best Michigan practices.appropnate financial controls, and the rules, guidelines, policies, and procedures o:’ the AthleticDepartment. University, Sir, Ten and NCAA. The Head Coach s responsible to pay (orremburse) the University for the use of all University facilities, University staff time. and other

12

expenses incurred in operating the Camp as determined by the Univcrsiiv. Witli:n sixty (60)days of the closing of the Camp. I-lead Coach will provide to the University a lull linancaIaccounting of the Camp, including a statement of income and expenses. an accounting of thedstrihution to University employees and third parties, and payment (or reimbursement) in lullfor use of the flicibties. The I lead Coach as’rees tiia he has the ratE to operate ths Camp onlyus iontt as he is the I lead Coach and that the Unnersitv viil assu:ne the naht to operate theCamp uon the term nation of I lead Coach’s employment, Sold n connection wth theoperatioi i of such Camp and consistent with the 1. nivers ty ‘s Cu idel ne for Proper ‘Iradet narkUse, I Wad Coach shall ha e permission to use the terms “University of Michigan’’“Wolver;nes.” and all other IJniverstty names, logos. trademarks. and designs. providec,however, that such permtsston shall not nc tide permission to set! or d:strbutc L nLversty orother merch;indi se except in accordance itii mis Asrecmeiit inc Univer%itv policy. TheU:Lversitv w: II also help promote the Cimp pnr.ranis throueh announcementsutilizing. University controlled media as may be rcc:uest,d from dine to time b’ Quinnrepresentaties and with the approval of the Athletic D:recior ot his designee. Nothing in t!tssection shill proh.bit the I lead Coach :or operatin4 a hoothall Cain’ uiirclaieu lo he Universtvtipon Ii is term nation from Univers;tv employment.

Arti&e vi;

SCI{FDULL\C GAMES

7,01 ‘[he I lead Coach and Athletic l)irector shall have oi ill res;xnsibi I t\ 11w :timeschedule. Final decjsons will rest wth the Athletic Director.

1\rtc!’

UN!v!RSTTY’s ORHCATIO\S

SO I flie University shill furnish to the I lead Coach such lacilit:es, cqurrncnt.sttpportstalL and supplies as are reasonably nece>sir fOr . lead Coach to perfOrm i dtt:es as headtootoahl coach. In addition, the Ln:versitv sli:ihl pay all reitionibie traVei and otrer eXnuIlSeSincurred by I lead Couch n the ne rtormance al his dufes as head football coach, suhiect to hssubmission of’ iaPpI’oprwte clocumenta1ioii in accordance vith (Jr versity’s polices. ‘11wUniversity shall provide the I lead Couch with private aircr;if t travel hours as reasonable andnece,sarv for il reiruulni’ purnoses In addition. the I let] (‘isich vjl he entitled to recea e, forhis person 1 use at the University’s expense, up to twenty live (25) hours oF 1 Lbt time in eachContract Year on a prvate at rcnalt capable if’i niveli na non—stop in the cont nent ii United States.Unused personal hours in tnv Contract Year my be carried ioritrct I’or tip to one add LentilContract Year dun ng the Term. The University shall reson;hiy determ ne the type of ai rerw I inconsultation w itt i the I lead Coach.

8.02 The University will provide written notice to the I Wad Coach prior to committinghim to in>’ product endorsement or proinotio uI itrcenent ( wi ether throurli eneriIauvertlsemcnts, ,nonsorsliips or otherwise) involving the I lead Coach or hi mtie and I lcadCoach shall have the rieht to disapprove of any such use 101 good reason (such as moral

13

objection or non—usc of ;woposed products or services, etc.). The I lead Coach hereby rants to

the University w thorn fUrther compensation the hrnited r:pht ri perpetuity to use o authorize ath it party to use the name. Jcene:.s. ;rnar:e. si;.nitttrc. voice. bio:japhical data md other

identifiable leatures of’ the Head Coach for publicity, promotional or any other business purpose

(whether through general advertisements, sponsorships or otherwise) which permission ‘viiiexpire upon termination of his employment, except for historical. arcluval, previously recorded

;ames and ntervie s, or l’roo,rain promotional uses (excludhv: any third partY t:e—ins,soonsorslLps, licenses andlor cros.s—promotons) in recom (is and publications related solely toHead Coach’s pertormance of his duties under this Areemcnt. The rights n any such publicityOi promotional materials under this Section sItd I belomn cxc los ivelv to theUniversity. Notwithslandine the fbrt-goiniz, I lead Coach is .imd ill remain, the sole andexclusive owner of his name and bkeness, inlaee. s.enature. voice, hiograplicaI data or other

identifiable features of the I-lead Coach, and all proprietary and potential proprietary r ghtsthe:cn.

Arcie IN

Mlscl:LLANI:OUS

9.01 This Aereement viil be governed hy’and construed in accordance with the laws of

State of’ M ic h gan appi cable to agreen tents in ade and to be performed cut i rely in Michigan

9(12 Whenever possible, each nro;’islon of this Aereememit will be interpreted n such

minner as to he enthrceaoie. vai.d. anu le4al under anpl:chIe law. If any provision of thisAgreement s held by’ a court of’ competent jurisd ction to be unenforceable, invalid or ii egal ii

any respect under pplic;the law. stcn unentbrceahil;tv. nvalidity or illcal;tv wiU not ttiectwi other nrovs:on a) ti’s Agreement and this A reememil will he construed as f suchunenlorceanle. invalid or llegaf provision mc never been conlainec in this Agreement. (‘heparties agree that tIle\ have been represented by counsel of their ciioostnt during the negotiation

and execution of tills At’eement and therefore waive the application ol’ any applicable law ordoctrine providing that amhietiil es in an aereemeni wi, he const rued agit; nst the party draft insuch wa cement.

9.03 ‘Ibis Aareemcnt shall tot be assigneo by tither parts’.

9.04 The i-lead Coach represents and warrants to the Universty that he is not bound byor suhiect to any contractual or other oblLation tha: would be vioiatcd by Ins execution orperi’ormnmince ot this Agreement. inciudmg. but not lim:tecl to. any non—compctition aizreementpresently - n ef led.

g,g i’li s Aruement supersedes all poor U’rceI1ents with respect to the subject mutterhumeoL mc udinL’ the Term Sheet, and eoiistittltes the entire agreement between the part;cs hereto

and niay be modified only in a writing. sened by’ the President of the University and the I leadCoach.

9,06 Section .109’\

14

Ilie intent of die parties is that pa> nelits and benefits under di is

Ageement comply w:th or be exempt 1mm Section 409A ot the Internal Revenue Code and the

rea&ations and iiuidancc promuhated there under (collect:veIv, Section 409A’’) and,accordinnlv. to the maximum extent perm:tted. this A:reement 5h.dl be interpreted to he incompliance therewith. I 1 the I lead Coach notifies the Un:vcrsit (with speciiieitv as to thereason there;bre) that the I lead Coach believes that any provision of th:s A.reement (or of anyaward of compensation, inc lud ng benefits) would cause the [lead Coach to incur any additionaltax or interest tinder Section 4t)QA or the Univcisitv ndependentiy makes such determination.the U nivcrsitv shall, with the consent of the I lead Coach. te lbrrn such provision to attempt tocomply with or be exempt from Section 409A throtnh ;ood faith modifications to the minimumextent reasonably appropriate to con lorni wtth Sect ion 409A fo the extent that any provisionhereof is modified in order to comply with Section 100A, such moth t:c itt ion shall be made ngood fititli and shall, to the maxi iitm extent reasonably possible. maintain the original intent andeconomic benefit to the I lead Coach and the Universtv of the applicable provision withoutviolating the provisions of Section •409A. The I lead Coach acknowledges that the InternalRevenue (‘ode assesses aUdit on.’! tax and penalties o i the lead Coach for noncomp thee tvtliSect on 3fl and tN t lii; tdv sors have re V eweti this eot timents for compliance thercwth atiu

arc not relvinn on any review ot such compliance by (lie University.

(b) Solely to the extent ncccssarc to comly ts :th Section 409A. a en11.naFionof employment shall not be deemed to have occurred to:, purposes of he appl:cable wot sions ofthis A;reenicnt providinu br the pavmcnt of amounts or benefits suhiect to Section 409A uponor following a termination ol employment unless stich terrnnation is also a “separation fromservice’’ whim the meanina of Section 4O9A and. fOr purposes of any such prov-uoii of thisAgreement, references to a “termination. term mat on of emplo> menf’ or I he terms shall mean“separat .on from service.”

(c ) All expenses or other rd mbui ‘ements paid tinder this Asreemeat orotherwise hereunder that are taxable income to tie I lead Coach sli:tll be paid promptly LipOfl

suhmission of appropriate documentation, but in tici event later than the end of the c;cid:ir earnext tollowtng the calendar year n which the I lead Coach :ncurs such expense or pays suchrelated tax. W itn resaid to any prov isioi herc:n tout provides for re .nthtirsement o; costs anuexpenses oi in—k.nd benefits, except as permitt:d by Scctton 409A, (U the r.ht to reimbursementor in—kind benefits shall not he stibect to I iqu :du:tioit or excuta’ iae lb another henefit, ( i theamount of expenses elis iNc fOr rem thureinent. of n—kind hene provided titirini’ any taxableyear shall not affect the eqienses eliuible or reimbursement, or in—ktnd benefits to he provided.in any other taxable year. wot’uh’d that the fOrego ng clause (ii) shall not be violated withoutregard to expenses reimhtirsed under any arrangement covered by Internal Revenue CodeSection 105(h) solely because such expenses are subject to limit related to tile period thearrangement is in e liect and (lii) such payrnents shall ue made on or befOre the las da) of theI lead Coach’s t ixable year loliowina the taxable year in which the expense occurred.

(U) for purposes of Section 109A il ‘.‘ I lead Coach’s r lu to receive aiiv

installment payments pursuant to this Agreement shall be treated as a naitt to receive t series of

>cparate and distinct payments.

15

p.07 NoThirdi’artvflcnefici:ire. Notlin in this ,\ireenicnt. express or implied.ncIudin without limitation. Art:cle V hereof, is ititended or will be construed to confer on flhlY

l)eron. other than the parties to this Agreement, an; right. remedy. or claim under or scitlirespect to t’iis Agreement.

9.08 Le:’’.:!Fec. The Un .versity a::recs to reimburse the I head Coach for all le:al feesincurred by him [11 connection with the negotiation cii ths A:rcenient. ii an amount not to

exceed 530.000.

9.09 N1tii,eN. Any notice or other communication under this Agreement shall be nwriting and shall be considered given when delivered personally, one business day after heingsent by i nat:onallv recognized overnight delivery service or three business days tiler helmmailed 1w registered mail, postage prepaid and return receipt reeueied, to the parties at toefollowing adorcsscs (or at such oilier address as o:lr;v may speedy by noLce to the other):

(i) if to the Unvcrsit:

AthlcLc DepartmentUniversity of Michigan

I 000 Souti State Sti ge

.4nn Aiho: . MI 4S I 09—220A ttent oii Atii I et!c Dice tor

with a copy to:

Office ol (lie Vice President & General CounselUniversity of Niiehgan5010 Heinin::Ann Arbor, Ml 48109 1340Attention: General Counsel

to the I lead Coach:

c/n Sclwmhechler i Jail

;itli .i copy’ to

Je ffrev S. KleinWeil, Crotshal &, Manges 11%7h7 ;th A enueNew York, 1\Y 10153

16

9. I C) I ndemni lication. Ihe I lead Coach represents and warrants to the t J uversity that(a) his contract of employment with his prior employer has been validly terminated, and (b) he ishot aware of’ any dispute with his prior employer relating to IlLs termination of employment orentry into this Agreement. In reliance on the foregoing, the Uruversitv s ill indemnify and holdham mless the 1 lead Coach to the fullest extent perni iss He by law .e1ainst any settlement.

j ud: Hilent. or oilier amount required to be paid by the I lead Coach ii aims’ act on brought aainsthrn by his prior employer in connect:on with or arsm’ out the terrninat:on of his prioremployment and enterimm into this Agreement s ith the University (incluC:mi: his reasonableattorney’s fees), except ibr liability resulting lhlrn a judicial or arhitral ruling or finding of grossnegi igence or will liii in sconduc by the I lead Coach The I lead Coach slid I ti ye the In i versi typrompt written notice of any such action and cooperate fulLy wtli the Univevsty a defending orsettlinmL such aeton. The IJnivem’sitv twa>’ defend or settle such mellon Nv counsel of its selection.subject to the [lead Coach’s consent, not to be unreasonably withhelc or del; ed. lThelJnversm iv ma> settle any such action, subject 10 the 1 lead Coach’ s consent, which shill not beimmireasonably withheld or delayed. ‘(‘he I lead Coach sh;,l I use reason.m He e (loris, n consultit onwith Untversitv, to reduce or eliminate such indemn: fication amounts. includmn:. by complv::nwith the terms of his agreements v:th his prior employer. The Univers:tv’s maximnumn iiahil:tvfor the Ibrego; ni indemn itv and hold harmless shall he S5,000,00t).

I) II L’ounterparL. ‘l’h;s Areernent may he executed i eounternarts (includinLv b>lacsimile or other electron:c transmiss,on ). each of which shall be deemed a oig na but a.l ofwinch tor:ethe shall constitute a siw:le nstrunwnt.

17

Exec ited this day of Deck inbet, 20t4.

For 11w, REGENTS OF THEUNIVERSITY OF MICHIGAN

By: Mark S’elilissel, Presideni

For le ATI ILETIC DEPARTMENTUNIVERSITY OF MICHIGAN

By’ James P. Hackett, Intenrn AcItk’tie Director

is

Execured EhLc day of December, 2014.

For the REGENTS OF THEUNIVERSITY OF MICHIGAN

By: lark Sehhissel, President

For the All JLETIC DEPARTMENTuNwI:RsITY OF MICHIGAN

By: James P. Ilacken, Iiiterrn Athletic Director

:ipcoj