DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

I’

EMPLOYMENT AGREEMENT FOR HEAD MEN’S BASKETBALL COACH

This Employment Agreement for Head Coach of the Western Carolina University Men’s Basketball
Team {Agreement)is made by and between Western Carolina University(WCU)and Justin Gray
{Coach) as ofthe date last written below. In consideration of the mutual covenants, promises and
conditions in this Agreement, WCU and the Coach agree as follows:

1.0 Employment:

a) Subject to the terms and conditions stated in this Agreement, WCU agrees to employ Justin
Gray as the Head Men’s Basketball Coach and Coach agrees to and accepts the terms and
conditions of employment outlined in this Agreement.

b) The Coach’s employment at WCU will be subject to all applicable policies and procedures
adopted and approved by the Board of Governors of The University of North Carolina
(“UNC”), the Board of Trustees of WCU and the Chancellor of WCU (the “Chancellor”),
and WCU's Department of Athletics (the "Department"). In the event of any conflict
between the terms of this Agreement and any policies or regulations adopted by the UNC
Board of Governors or the WCU Board of Trustees or Chancellor, as those policies and
regulations may be amended from time to time (individually referred to as a “Policy” and
collectively the “Policies”), the Policies will govern. Coach acknowledges and agrees that he
has reviewed and understands the Policies. Coach also acknowledges and agrees that the
position is not eligible for tenure.

c) Coach will be responsible to and work under the direct supervision of the Director of
Athletics. The Director of Athletics will evaluate Coach’s performance periodically,
but no less than on an annual basis.

d) Coach will manage and supervise the Western Carolina University Men’s Basketball
Program (“Program”). WCU is committed to providing equal opportunity in education and
employment to all applicants, students, and employees. WCU does not discriminate in access
to its educational and extra-curricular programs and activities, or with respect to hiring or the
terms and conditions of employment, on the basis of race, color, national origin, religion,
creed, sex, gender identity and expression, political affiliation, age, disability, veteran status
or sexual orientation. WCU actively promotes diversity among students and employees.
Coach will follow WCU’s EEO policy in all recruitment, supervision and other activities
with coaches, applicants, student-athletes, students, and employees.

2.0 Term:

The employment conferred herein is for a stated, definite term commencing on April 13,2021
(the “Effective Date”) and terminating on March 31,2026(the entirety hereafter referred to as the
“Term”), subject to the Policies and the conditions stated herein. For purposes ofthis Agreement a
“Contract Year” will be defined as the period from each April 1 through the following March 31,
with the exception ofthe first Contract Year which shall commence on April 13, 2021 and
continue through March 31, 2022.
Page 1 of 14
Docu§ign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

3.0 Compensation:

a) 'I'he total annualized base salary for the work performed in this position during the stated
term is TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), payable in
approximately equal monthly installments, less customary and applicable deductions and
withholdings; and

b) Coach shall be entitled to an annual automobile allowance of eight thousand four hundred
dollars and zero cents ($8,400.00), payable in approximately equal monthly installments.
It shall be and remain Coach’s responsibility to maintain automobile insurance and pay
the normal and necessary expenses for operation and maintenance of any automobile.
Coach understands this automobile allowance is a taxable benellt pursuant to Internal
Revenue Service regulations; and

c) Coach's compensation may be reviewed periodically, subject to any Policies. Increases in

salary during the term of the Coach’s employment, if any, are at the sole discretion of the
Director of Athletics, and may be subject to legislative mandates, directives from the North
Carolina Office of State Personnel, Office of State Budget and/or the Governor, directives
from the UNC Board of Governors, and Policies in effect from time to lime, provided that
Coach’s compensation shall not be decreased; and

cl) While employed, Coach will be entitled to receive all employment-related benefits that are
normally available to other EPA non-faculty employees with like appointments. Such
benefits may include group family health insurance, group family life insurance, and
participation in the State's retirement programs. Coach acknowledges that fringe benefits
provided by WCU are subject to change from time to time by WCU,UNC and/or the North
Carolina General Assembly: and

c) Coach may earn other revenue while employed by WCU with prior approval of the
Chancellor, not to be unreasonably withheld. Any outside compensation opportunities arc
specifically subject to compliance with the UNC "Policy on External Professional Activities
for Pay" and WCU's policies on external professional activities and conflicts of interest and
commitment set forth in University Policy #54. Coach acknowledges and agrees that he has
reviewed and understands such policies. Additionally, such opportunities are subject to all
other relevant state and federal regulations, policies, and laws concerning conflicts of interest
and ethics. Such activities are independent of Coach’s employment with WCU,and WCU
will have no responsibility for any claims or liabilities arising therefrom. Opportunities for
outside compensation will include, but are not limited to, engaging in any radio, television,
motion picture, Internet, stage, writing or any similar activity, personal appearances,
speeches, commercial endorsements, camps and clinics, except as outlined below. Subject to
specillc reporting requirements established by WCU,no external activities for pay will be
allowed without having on file with the Director of Athletics a signed approval of the "Notice
of Intent to Engage in External Professional Activities for Pay" prior to engaging in those
activities; and
f) In accordance with WCU and Department policies and NCAA Bylaw 11.2.2, Coach will
report annually to the Director of Athletics all athletically-related income from sources
outside WCU,including but not limited to, the following:
Page 2 of 14
DocuSjgn Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

income from annuities; sports camps; housing benefits (including

preferential housing arrangements); country club memberships;
complimentary ticket sales; television and radio programs; and endorsement
or consultation contracts with athletic shoe, apparel or equipment
manufacturers.

Further, Coach agrees to provide or cause to be provided to WCU reasonable and prompt
access to all records related to such income; and

g) While employed. Coach will be entitled to annual leave in accordance with the Policies; and

h) Coach shall be entitled to an annual cellular telephone stipend of seven hundred and twenty
dollars and zero cents ($720.00), payable in approximately equal monthly installments.
Coach understands this cellular allowance is a taxable benefit pursuant to Internal Revenue
Service regulations; and

i) WCU will pay the cost of reasonable moving expenses by providing Coach with a
relocation allowance in the amount of twenty-five thousand dollars ($25,000.00), such
allowance to be paid to Coach within Hfleen (15) days of the Effective Date. Coach
understands this relocation allowance is a taxable benefit pursuant to Internal Revenue
Service regulations.

j) Coach shall be entitled to the following incentives:

1. Southern Conference Regular Season Championship; $10,000.00

Southern Conference Tournament Champions/NCAA

Tournament Appearance; $20,000.00

11. NCAA d'ournament

a. NCAA 'foumament First Round Regional win $10,000.00

b. NCAA 'foumament Second Round Regional win $10,000.00
c. NCAA 'fournanient Sweet sixteen round win $20,000.00
d. NCAA Tournament Elite Eight round win $20,000.00
e. NCAA foumament Semi-final win $30,000.00
f NCAA Tournament National Championship win $100,000.00

111. Team annual Academic Progress rate(APR) within top $5,000.00

10% of NCAA Division I institutions.

IV. Conference Coach of the Year $2,500.00

Page 3 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

V. National Coach of the Year $10,000.00

VI. Team Wins Twenty (20) games during regular season $5,000.00

Maximum allowable bonus is $242,500.00. All Bonuses shall be paid within thirty (30)
days of being earned.

k) Coach's immediate family shall be entitled to travel to all pre- and post-season tournament
contests on university-sponsored transportation on a space available basis at no cost to Coach.

1) At Coach's request, WCU shall provide Coach with a sufficient number of priority-level
tickets to all home and away games, and all pre- and post-season tournament games, to meet
Coach’s reasonable personal and family needs.

4.0 Coach’s Duties and Responsibilities:

a) Coach is hereby employed by WCU with all the duties, responsibilities, and obligations
normally associated with the position of Head Men’s Basketball Coach. Coach must devote
all such time, attention, skill, and effort as may be necessary to carry out those duties,
responsibilities, and obligations, and all that is reasonably implied thereby, and Coach agrees
to perform all duties of this position faithfully and diligently. WCU acknowledges that
Coach’s primary responsibility is in coaching the team (to include, but not be limited to,
recruiting players, managing Coach’s staff, practicing the team, instructing members of the
team, game-planning, etc.), and any requests for additional services Irom Coach shall be
reasonable in scope, limited, and subject to Coach’s primary responsibility. Subject to the
final approval of the Director of Athletics, and to WCU’s budgetary limitations and
employment policies and procedures. Coach shall have the authority for the hiring,
managing, disciplining, and termination of the program’s assistant coaching staff and other
staff-members who report directly to Coach. WCU shall provide an initial salary pool
allotment for the team's three (3) assistant coaches and one (1) director of basketball
operations at an amount equal to two hundred seventy-five thousand dollars ($275,000.00);
such salary pool shall be reviewed on an annual basis and WCU will engage in good faith
efforts to increase such amount relative to conference peer institutions when financially
viable. WCU will also engage in good faith efforts to raise funds to support a video
coordinator position and work towards establishing two (2) graduate assistant positions for
the men’s basketball program. Duties and Responsibilities will include, but not be limited to,
the following:

i. Coach must devote best efforts to ensure that qualifed student-athletes arc recruited and
retained and that all such student-athletes progress toward a degree in a defined academic
program; and

ii. Coach must evaluate, recruit, train and coach student-athletes to succeed academically and
compete in a quality Program that includes, but is not limited to, and player discipline -
Page 4 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

both on and off the court; and

m. Coach must emphasize, support and monitor the educational activities of each student-
athlete so as to help ensure each student-athlete’s progress toward a degree in a defined
academic program; and

IV. Coach must develop programs and procedures with respect to the evaluation, recruitment,
training, and coaching of student-athletes in ways which encourage successful
competition and incorporate reasonable steps to protect the health and welfare of student-
athletes; and

V. Coach must provide leadership which develops exemplary citizenship qualities in the
student-athletes under his tutelage. Such leadership includes requiring good behavior
from student-athletes both on and off the court and maintenance of appropriate discipline
on and off the court.

VI. Subject to WCU’s commitment to provide Coach and Coach’s staff with timely, relevant,
and consistent training and education in regards to applicable laws, policies, rules, and
regulations. Coach must know, recognize, comply, and participate in the laws, policies,
rules, and regulations governing WCU and its employees and the rules of the NCAA and
the Southern Conference (or any other conference University may join), as now
constituted or as they may be amended during the term hereof; to supervise and use best
efforts to ensure that the assistant coaches and any other employees for whom Coach is
administratively responsible comply with the aforesaid laws, policies, rules, and
regulations, and to immediately advise the Athletics Director if Coach has reasonable
cause to believe violations have occurred or will occur. If Coach is found to be in
violation of NCAA,Southern Conference {""SoCon"), or any athletic conference to which
WCU is a member's rules and regulations, cither while employed by WCU or

Page 5 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

during prior employment at another NCAA member institution, Coach may be subject to
disciplinary action as set forth in NCAA enforcement procedures and/or applicable
Policies. Such disciplinary action may include termination for cause in accordance with
Section 5.0 below; and

Vll. Coach will, during term of employment, agree to cooperate in any NCAA investigation;
and

Vlll. Coach must observe and uphold all academic standards, requirements, and policies of
WCU, working with and cooperating with WCU's administration, the Director of
Athletics, and other department heads as necessary; and

IX. Coach must support administrative policies and procedures that facilitate the achievement
of the Department of Athletics' goals and maintain sound academic standards; and

X. Coach must be responsible for the overall management, including fiscal and budgetary
management lunctions, associated with the Program; and

XL Coach must properly supervise assistant coaches and/or personnel staff; and

Xll. Coach must work to integrate sports into the whole spectrum of academic life to
complement the University and its mission in the community; and

Xlll. Coach must devote best efforts in leading, supervising, and promoting the Program; and

XIV. Arrange each season's schedule, subject to linal review and approval of the Director of
Athletics or his designee; and

XV. Coach must use best efforts, working in cooperation with and in support of the
University’s faculty, administrative officials and Board of Trustees, to ensure that all
student-athletes’ academic requirements are met and that the graduation rate for the
student-athletes in the Program is maintained at a level comparable to the average
graduation rate for University’s students; and

XVI. Coach must establish and maintain a frequent and systematic program of personal
communication with the University’s student body; and

xvii. Coach must use best efforts to bolster the University’s image when making public
statements; and

XVlll. Coach must be reasonably available for fundraising and development activities benefitting
the University, Department, Program, alumni, and Catamount Club activities and to
coordinate those activities as appropriate with the WCU Office of Development; and

XIX. Coach must maintain an appropriate level of involvement with media, contributors,
alumni, and friends of WCU; and

Page 6 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

XX. Coach agrees that WCU may use, withoul additional compensation, his name, picture,
likeness and voice in connection with programs and endorsements that promote WCU
athletics and in all other respects for purposes of this Agreement.

5.0 Termination for Cause:

a) WCU has the right to terminate this Agreement "for cause" in accordance with the Policies.
In addition to the meaning of "for cause" in the Policies, the term "for cause" includes any
of the following:

1. A violation of the material duties set forth in Section 4.0 of this Agreement or refusal to
perform such duties in good faith to the best of Coach’s abilities, and such violation is
not remedied by Coach within thirty (30) days from the Coach’s receipt of written
notice thereof from the Director of Athletics; and

11. A violation by Coach of any of the other material terms and conditions of this Agreement
that is not remedied by Coach within thirty (30) days from Coach receipt of written
notice thereof from the Director of Athletics; and

111. A violation by Coach of any material policy; procedure; rule; or regulation of the
Department, WCU or UNC that is not remedied by Coach within thirty (30) days from
Coach receipt of written notice thereof from the Director of Athletics; and

IV. Any conduct of Coach that constitutes moral turpitude or which brings significant public
disrespect, contempt or ridicule upon WCU,or whieh is materially harmful to the
interests or reputation of WCU.as reasonably determined by the Director of Athletics;
and

V. Any conviction of, or guilty plea, including an Alford Plea, to a felony or a criminal
offense which constitutes fraud, dishonesty or moral turpitude; and

VI. A major violation of a major NCAA,SoCon, or any other athletic conference of which
University is a member’s regulation or bylaw by Coach, or the knowing participation
in or acceptance by Coach of a major violation by another person, or a major
violation by a coach, an assistant coach or staff member, of which Coach had reason
to know or should have known through the exercise of reasonable diligence. For
purposes of this subsection, whether or not a major violation has occurred shall be
reasonably determined in the discretion of the Director of Athletics after his review
of the relevant facts and circumstances based on the NCAA or SoCon regulations or
bylaws; and

Vll. Misconduct of Coach, assistant coach or staff member of which Coach knew, had reason
to know, or should have known through the exercise of reasonable diligence, which

Page 7 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

brings serious discredit to WCU and which is materially harmful to the interests or
reputation of WCU,as reasonably determined by the Director of Athletics; and

VIll. Prolonged absence from duty not related to a sickness or disability, without the consent
of the Director of Athletics; and

IX. Continued failure to positively represent WCU and WCU's athletics programs in private
and/or public forums after receiving written notice of such failure from the Director of
Athletics.

b) In the event of termination of Coach’s employment "for cause" prior to the expiration of this
Agreement, all obligations of WCU to make further payments and/or provide other
consideration and benefits hereunder will cease as of the end of the month in which such
termination occurs. WCU shall pay Coach any earned, but unpaid compensation within thirty
(30) days of the termination. In addition, WCU will not be liable to Coach for loss of any
collateral business opportunities or any other benefits, perquisites, or income from any other
sources. Coach shall be entitled to request, prior to the effective date of any such
termination “for cause,” a meeting between Coach and WCU’s Director of Athletics, during
which meeting Coach (along with one non-participating attendee) will be provided with an
opportunity to review and respond to the contemplated reason(s) for such termination prior
to a final determination being made regarding the applicability of“cause” sufficient to
terminate this Agreement.

Notwithstanding the language contained herein, WCU acknowledges and agrees that it does
not intend for Coach’s employment to be terminable “for cause” in the event of a minor,
technical, or otherwise immaterial violation of an applicable rule, regulation, or policy; and
further acknowledges and agrees that Coach will be afforded a reasonable opportunity to
cure a default or breach thereof so long as such opportunity will not create an unreasonable
risk of further harm or damage to WCU’s reputation or standing in the community, or an
unreasonable risk of harm to any student-athlete or university staff-member.

c) Coach has the right to terminate this Agreement if WCU is in material breach of the terms of
this Agreement and such breach is not remedied within thirty (30) days from the Director of
Athletics’ receipt of written notice thereof from Coach. Neither party will have any further
obligation to the other from and after the effective date of such termination.

d) Promptly upon termination of this Agreement, Coach must return all material owned or
managed by WCU.

6.0 Termination without Cause:

a) WCU may terminate this Agreement without cause at any time by giving written notice to
Coach; provided, however, that WCU will provide (i) all Section 3 compensation earned, but
unpaid as of the dale of termination and (ii) the total remaining compensation owed to Coach
under Section 3(a) for the remainder ofthe otherwise unexpired term of this Agreement in
equal monthly installments subject to customary and applicable deductions and
withholdings, as if this Agreement had not been terminated. Coach may be entitled to the
continuation of certain benefits under the Policies. WCU will not be liable for any loss of any
Page 8 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9tf'3-3t9B015172CB

collateral business opportunities or any other benellts, perquisites, or income from any sources that
mightensLie as a result of WCU's termination of this Agreement without cause.

b) The compensation due Coach under Section 3(a) for each month remaining in the term of this
Agreement, including any extension thereof(hereinafter “Remainder 'I'crm”) will be reduced
on a dollar-for-dollar basis by Coach's earned basketball related income during the
Remainder Term. I'he measure of basketball related income earned by Coach during the
Remainder Term will be determined by WCU from signed individual or joint income tax
returns of Coach covering any and all parts of the Remainder Term as submitted by Coach to
the United States Internal Revenue Service (IRS). Coach hereby agrees to provide WCU with
written notice of subsequent basketball related employment for remuneration. Coach further
agrees to provide certified copies of said tax returns at the same time they are filed with the
IRS, and agrees to execute or cause the execution of any documents necessary to authorize
WCU to obtain certified copies of all such tax returns directly from the IRS. Coach will
refund immediately to WCU any payments in excess of the basketball related compensation
remaining due under this Section after reductions have been calculated. Failure of Coach to
perform any obligations set forth in this Section 6.0 will relieve WCU of all fiirther
obligations under this Agreement. The obligations of Coach to refund payments and provide
tax returns to WCU will survive the ending date of the term of this Agreement or any
extension thereof. WCU acknowledges the terms and conditions of Coach’s employment,
and the applicability of Section 6.0, will be in compliance with Internal Revenue Code
Sections 409a and 457f.

c) Immediately upon termination of this Agreement, Coach must return all material owned or
managed by WCU.

7.0 Termination by Coach:

a) Coach may terminate this Agreement without cause at any time by giving written notice to
WCU; provided, however, that In the event that Coach terminates this Agreement without
cause prior to the end of the term. Coach will pay to WCU as liquidated damages the
following sum, as applicable:

For a termination occurring on or before 3/31/2022 - $400,000; or

For a termination occurring on or before 3/31/2023 - $300,000; or
For a termination occurring on or before 3/31/2024 - $200,000; or
For a termination occurring on or before 3/31/2025 - $100,000; or
For a termination occurring after 3/31/2025 - $25,000.00

One half(1/2) of any sum required to be paid by Coach to WCU under this paragraph shall be
payable to WCU within thirty (30) days of Coach’s termination of the Agreement, with the
remaining balance due on the first anniversary of such termination. The parties have
bargained for and agreed to the foregoing liquidated damages provision, giving consideration
to the fact that WCU will incur administrative, recruiting, resettlement, and other costs in
obtaining a replacement for Coach, in addition to potentially increased compensation costs if
Coach teiTninates this Agreement prior to its expiration, which damages are extremely
difficult to determine with certainty. The foregoing shall not be, nor be construed to be, a
Page 9 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

penalty.

b) Coach agrees that the promise to work for WCU for the entire term ol'thc Agreement is
essential to WCU.'fhe parties agree that Coach has special, exceptional, and unique
knowledge, skill and ability as a Head Men's Basketball Coach, rendering Coach's services
unique. Coach therefore agrees not to actively seek, negotiate for, or accept a basketball
related job at a college or university or related employment, under any circumstance during
the term of this Agreement and/or any extension, without first providing written notice to
the Director of Athletics.

c) Coach agrees that WCU will have the right, in addition to any other rights which WCU may
possess at law or in equity, to enjoin Coach from performing basketball related activities or
other related services in violation of this Agreement for any person, university, firm,
corporation or other entity through the term of this Agreement and/or any extension absent
Coach providing the written notice specified in Subsection 7(b). Coach also agrees to
indemnify and hold WCU harmless for its costs in any judicial proceeding necessary or
appropriate to enforce WCU’s rights under this Agreement, including court costs and
attorney's fees.

d) Immediately upon termination of this Agreement, Coach must return all material owned or
managed by WCU.

8.0 1 ermination for Death or Disability of Coach:

a) This Agreement shall terminate automatically if Coach dies, or if Coach becomes disabled
and is unable to perform the essential functions of the job with or without a reasonable
accommodation.

1. If this Agreement is terminated pursuant to this Section 8.0 because of death, Coach’s
salary and ail other benefits shall terminate as of the calendar month in which death
occurs, except that Coach's personal representative or other designated beneficiary shall
be paid all such death benefits, if any as may be contained in any benefit plan now in
force or hereafter adopted by WCU and due to Coach as an EPA non-faculty employee.
Coach’s personal representative or designated beneficiary shall be paid all earned but
unpaid compensation pursuant to the terms of this Agreement.

11. In the event that Coach becomes and remains unable, in the sole, but reasonable judgment
of the Director of Athletics, to perform the essential functions of Coach's employment
hereunder for a period of ninety (90) days in any three hundred sixty-five (365) day
period, because of medical illness or incapacity and WCU affords written notice of
termination under this Subsection 8(a)(ii) , WCU shall have no further liability to Coach
pursuant to this Agreement except for payment of amounts due Coach earned or accrued
hereunder prior to the date of termination and payment of any disability benefits to which
Coach may be entitled pursuant to any disability program in which Coach is enrolled
through WCU.

Page 10 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

9.0 Restrictions on Other Employment:

In the event of a termination of this Agreement under Section 7.0 above, Coach agrees that he
will not obtain basketball related employment with any SoCon member university, or any
athletic conference member university of which WCU is also a member, for the time period
remaining under this Agreement unless Coach obtains the prior written approval of the
Director of Athletics. The parties agree that money damages would be inadequate to remedy a
breach of this covenant; therefore, WCU shall have the right to obtain from any court such
equitable, injunctive, or other relief as may be appropriate, including a decree enjoining Coach
from violating this Section 9.0.

10.0 Relationship between the Parties:

The relationship between Coach and WCU will be determined solely by the terms and conditions
of this Agreement, the Policies, and any and all other applicable WCU, Department and UNC
policies, rules, and regulations as they may be amended from time to time.

11.0 Ownership of Information:

All materials or articles of information including, without limitation, personnel records,

recruiting records, team information, films, statistics or any other material or data furnished to
Coach by WCU or developed by Coach on behalf of WCU or at WCU's direction or for WCU's
use or otherwise in connection with Coach’s employment hereunder are and shall remain the sole
and confidential property of WCU. If WCU requests access/or the return of such materials at
any time during or at or after the termination of Coach’s employment, Coach shall immediately
deliver all such information to WCU at his/her own expense. In the event that this Agreement is
terminated. Coach shall not delete, destroy, remove, or otherwise misuse any records or
information owned by WCU including any work product created by Coach during his tenure as
Head Men’s Basketball Coach. The deletion, destruction, removal or misuse of records of
information owned by WCU shall render WCU’s Article 6 responsibilities null and void.

12.0 Taxes:

Coach acknowledges that, in addition to the base salary provided for in this Agreement, certain
benelits that Coach receives incident to this employment relationship with WCU may give rise to
taxable income. Coach agrees to be responsible for the payment of any taxes (including federal,
state and local taxes) due on such income. Coach also understands that WCU shall withhold
taxes on amounts paid or due to Coach, and the value of benefits provided to Coach, to the extent
required by applicable law and regulation.

Page 1 1 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

13. Public Record:

Coach acknowledges and understands that, upon execution of this Agreement, the payment
amounts and other terms and conditions contained herein shall not be confidential and shall be
considered a public record within the meaning of the North Carolina Public Records Act.

14.0 Governing Law:

This Agreement will be governed by and construed under the laws of the State of North Carolina
without regard to its conllicts of law provisions. The courts of North Carolina will be the forum
for any lawsuits arising from or incident to this Agreement. The parties agree that any rule to the
effeet that an agreement shall be eonstrued against the party drafting shall have no application to
this Agreement.

15.0 Severability:

If any provision of this Agreement is determined to be void, invalid, unenforceable or illegal for
any reason, it will be ineffective only to the extent of such prohibition and the validity and
enforceability of all the remaining provisions will not be affected thereby.

16.0 Board of Trustees' Approval:

The parties understand that, in accordance with UNC Policy 1100.3. this Agreement will not be
valid until it is approved by the Board of Trustees of WCU.

18.0 Non-assignment:

Neither party to this Agreement will assign this Agreement as a whole, or in part, without the
prior written consent of the other. Any attempt to do so will render this Agreement null and void.

19.0 Notices:

Whenever it will be required or permitted that notiee or demand be given or served by either
party to this Agreement on the other, unless otherwise specifically provided, such notice or
demand will be given or served in writing by hand delivery or certified mail, return receipt
requested, addressed as follows:

Page 12 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EK3-3E9B015172CB

To Western Carolina University:

Western Carolina University

510 HFR Administration Building
CuIIowhee. NC 28723
Attn: Chancellor
Copy to: General Counsel

To Coach:

CAA Sports
Attn: Mr. Evan Daniels
6075 Poplar Ave Ste 410
Memphis TN 38119
Via e-mail: evan.daniels@caa.com

20.0 Entire Agreement:

This Agreement shall constitute the full and complete agreement of the parties. No prior or
subsequent written or oral understandings or representations pertaining to the subject matter of
this Agreement shall be binding upon the parties unless contained herein or set forth in the form
of written amendments(s) to this Agreement executed by both parties prior to becoming
effective.

21.0 Electronic Signatures: Both parties agree that an electronic signature of a party, whether digital or
encrypted, included in this Agreement is intended to authenticate this writing and to have the same
force and effect as a manual signature. Delivery of a copy of this Agreement bearing an original or
electronic signature by electronic mail in '‘portable document format”(“.pdf’) form, or by any
other electronic means intended to preserve the original graphic and pictorial appearance of a
document, will have the same effect as physical delivery of the paper document bearing an
original or electronic signature.

(SIGNATURES ON NEXT PAGE.)

Page 13 of 14
DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

AGREED AND ACCEPTED:

WESTERN CAROLINA UNIVERSITY COACH

CHA JUSTIN GRAY

t
DATE DATE

DIRECTOR 017 ATHLETICS

DATE

Approved by the Board of Trustees of Western Carolina University at its special meeting held on April
13.2021.

ecretaiy

Page 14 of 14
' DocuSign Envelope ID: C5FFE161-5549-4495-9EF3-3E9B015172CB

AGREED AND ACCEPTED:

WESTERN CAROLINA UNIVERSITY COACH

DMuSIgned by:

CHANCELLOR
4/12/2021
DATE DATE

DIRECTOR OF ATHLETICS

DATE

Approved by the Board of Trustees of Western Carolina University at its special meeting held on April
13,2021.

Secretary

Page 14 on 4