Curent Proposed Change Notes ‘bose Term inde sfoorms —6/s0y2019 ayers ass Saory $ 350000 § 350000 ome SippiemartalComp, -§ 350000 § 350000 $ . Incentive Po Seaton nat), § sao000 § soa00 % ‘eademie(n) § sooo0 § 50000 $ » benefits atorabie 5 1000 $1200 $ a Chi Member vee ver . Total Certain Compensation 750000 § 75000 § « ‘hs coxmer nears ny ters oft props enploar a omnes oxime Ca nemesis ease er ane [Shomer enprarrnue ame howe Serna aur geo 8 Unters arvana conrad oat nse sr scangi say ee ‘zrancea hon Te conou eons ape bh Boe Tani Tape ice Fes charcelr and Anti Destor and AdrinraonSTATE OF LOUISIANA PARISE OF EAST BATON ROUGE. AMENDMENT TO EMPLOYMENT AGREEMENT ‘The Employment Agreenent between THE BOARD OF SUPERVISORS OF LOUISIANA, ‘STATE UNIVERSITY AND AGRICULATURAL AND MECHANICAL COLLEGE (LSU) and YOLANDA “NIKKI” CALDWELL (Coach), dated the 2 day of Apri, 2011, is hereby amended as of the Ist day of July, 2014, as follows: Definitions, For purposes of this Agreement, the following terms shall have the meaning shown; “LSU A&M": The campus of LSU which i located in Baton Rouge, Louisiana, “President and Chancello”: The President and Chancellor of LSU A&M, “athletic Director”: The Director of Athletics at LSU A&M, pepe “Base Salary Amount”: The annual sum of Three Hundred Fify Thousand and [NoY100ts dolar ($350,000.00), E, “Start Date": April 2, 2011 “End Date"> June 30,2019, G. “Program”: The intercollegiate Women’s Basketball program at LSU A&M, H, “Team”: The intercollegiate athletic tam which i a pat ofthe Program, 2 Employment. No Change 3 Duties and Responsibilities. No Change 4. Term, No Change Page | of 106 Base Salary, No Change ‘Supplemental Compensation. No Change Incentive Compensation. A PostSeason Incentive Compensation. In the event the Team participates in post-season games, LSU agrees to pay COACH Post-Season Incentive Compensation as additional compensation for the extra services required of ‘COACH in the preparation for and participation in post-season play as follows in al sum or sums, if accordance with LSU's policies and procedures, The ad payable, shall be considered earned on the date(s) services are provided foreach game at which a postscason goal is atined (or, for SEC Regular Season ‘Champion, the date of the last SEC game in Tean’s spot played by any SEC team during the epular season) and shall be pai within sixty (60) days following the final postseason game in which Team participates. This Pos-Season Incentive Compensation shall bein the amounts and for meeting the goals set forth in Schedule A, which is attached to and made a part of this Agreement. PostSeason Incentive Compensation mey be payable from afte foundation finds, subject to approval of LSU and the foundation, To be slgble for euch compensation, COACH must provide addi services required in the preparation for and participation in post-season play and must be employed by LSU as ofthe date on which the incentives are earned. ‘Academic Incentive Compensation, In the event the multiyear Academic Performance Rate “APR” [as defined by the NCAA) for the Program is the Page 2.0f10minimum APR multi-year score established by the NCAA (current minimum score is 930) in any one contract year, LSU agrees to pay COACH additional compensation in the amount of $50,000 per contract year. The additional ‘compensation, if payable, shall be considered eared on the date on which the _APR for LSU is released while COACH is employed at LSU and shall be paid within sixty (60) days o® such date. Academic Incentive Compensation may be ‘payable from affilisted foundtion funds, subject to approval of LSU and the ‘foundation, To be eligible for such compensation, COACH must be employed by ‘LSU as ofthe dat on which the incentives are earned Retirement and Fringe Benefits. COACH shall be entitled to panicipate in the retirement and finge beneSit programs available to all unclassified professional LSU employees, with contributions and benefit amounts (including sate retirement benefits) bused only pn the Base Salary Amount and any Post-Season Incentive Compensation. During the trm of this Agreement and in accordance with applicable LSU poliy and ‘applicable law, COACH will also receive the fllowing benefits, par or all of which may be payable fiom effiinted foundation fonds, subject to approval of LSU and the foundation: A. Mombecship(s) in social club, auch as the University Club of Baton Rowse, provided that: () monthly dues shall be payable from afilisted foundation funds, subject to approval of such foundation; (i) business-related (non-personal) ‘expenses incurred in accordance with LSU and foundation policy will be reimbursed fom affiliated foundation funds; and (ii) COACH shall be responsible for payment ofall personal charges. Notwithstanding the foregoing, Page 3 of 1010. un. 2 provisions of this Paagraph, COACH shall not be personally responsible for ‘expenses authorized and incurred by COACH and her staff in connection withthe ‘ordinary funetions associated with an NCAA Division 1 women's basketball ith LSU policy, program, in accord B, Mobile communications device and service; C. Am annual automobile allowance in the amount of $1,000 per month of, to the extent consistent with state ethics law, use of ccurtesy vehicle provided by: dealership and related insurance reimbursed from affliated foundation funds; D. COACH willbe allowed to invite guests) for travel to athletic evens as per the [LSU Travel Handbook. Any guest(s) must be approved for travel on chartered or ‘commercial transportation by the Athletic Director orhishher designee. E, Other customary, reasonable and related employee benefits to be provided by {foundations affiliated with LSU, as authorized by the President ater a review by the LSU System General Counsel and a determination that such benefits are in compliance with LSU policy and the Louisiana Code of Ethics. Additional Revenue. No Change ‘Sports Camps. No Change Assignment and Retirement Benefits. NoChange ‘Termination. This Agreement may be terminated bythe partes a follows: ‘A, Termination by LSU for Cause. No Change Page 4 of 10,® Termination by LSU Without Cause. No Change ‘Termination by COACH Without Cause. ‘COACH shall have the right to terminate this Agreement without cause upon days writen notice to LSU. Inthe event COACH terminates this Agreement ‘without cause and accept, during what would otberwise be the remaining tem of this Agroement (including any extended term), another coaching postin with any other institution of higher edvation or professional stbltc team, or any cher sthletcally-relted. poston (including, media and sports matting), COACH will pay LSU liquidated dameges, in lew of any and all other legal remedies or equitable relief. Inthe event of temination by COACH without cause, COACH’s Base Salary Amount, Supplemental Compensation (if any), Fringe Benefits, and all other compensation and benefits provided for in this ‘Agreement shall terminate onthe termination dat, which shall be no late than thiny days after the writen notice is provided to LSU (unless otherwise mutually agreed by LSU and COACH), and LSU shall not therater be liable to COACH for any sums or damages other than any compensation earned pursuet to this Agreement prior tothe termination date Liguidated damages under this Section 12.C will be detemined based upon the Contract Year in which nie of termination is given. For purposes ofthis subparagraph, the first Contact Year will begin on the effective dat of this ‘Agreement and end on June 30, 2015. The second Contact Yesr wil begin on July 1, 2015 and end on June 30, 2016, with each subsequent Contract Year ‘beginning on July 1 and ending on June 30 of the following year, provided Page 5 of 10,) “ however, that m9 uidated damages shall be due if notice of termination is given by Coach after ihe end of the season during the Final Contract Year. The amount of ldated damages shal be: Amount Contract year when notice of termination given & $ 650,000 First Contract Year b. $ 450,000 Second Contract Year ©. $ 250,000 Remaining Term of Contract Liquidted damages under ths Section 12.C shall be pid onthe ame schedule as that provided under subsection 12.8(3),sbove. In addition, COACH sal have the option to pay such amount in one payment within sixty days of termination, said amount discounted tothe then present value using the then curent discount rate of the largest national banking institution, The parties have bargained for thi dated damages provision, giving consideration to the following. This is a contrast for personal services. The parties recognize that ermination of this Agreement by COACH prior tits expiration by lapse of term (including. any extended term) would cause LSU 10 incur ministrative, ecnting, and resetlement costs in obaining a replacement head coach fr Team, in addition to potentially incressed compenstion costs and lost of ticket revenues, which damages are impossible to determin with any cetiny ‘COACH recognizes tat his promise to work for LSU unl its expizatin by lapse of term (including any extended term) is an essential consideration of and a ‘material inducement for LSU's devsion to employ him in the positon described Faye 6 10o in Section 2, above. COACH also recogrizes that LSU is making a highly ‘valuable investment in his continued employment by entering into this Agreement and its investment would be lost or diminished were he to resign or otherwise: terminate his employment with LSU priar to the End Date (including any: ‘extended term). The payment owed pursuant to this liquidated damages provision is to reimburse LSU for expenses, including but not limited to () searching fo, recruiting and hiring replacement for COACH, (i) relocating @ replacement employee, and (ji) buying out the contract, if necessary, of a replacement ‘employee. COACH expressly agrees that the amount of liquidated damages provided for herein is a reasonable approximation ofthe harm that LSU will incur in the event of such erly termination by COACH. ‘Unless notice of termination under tis Section 12 has been given by either party, neither COACH nor COACH’s agent shall, under any circumstances, discuss of negotiate directly or indiretly prospective enployment with any other institution of higher edveation, professional athletic team, or other athletcally-elated (Gncluding media and sports marketing) prospective employer without giving at least 24 hours prior written notice to the President and the Athletic Director. Suspension or Other Disciplinary Action. No Change ‘Termination by Death or Disability, No Change Waiver of Claims. No Change Key Man Insurance. No Change Page 70f 101B. 15, 16. 1” 19. 20. a. ‘Retention and Return ofall Materials, Resords, and Other ems. No Change Non-Assignment. No Change Entire Contract. No Change Amendments t» Contract. No Change ‘Severability. N> Change [No Waiver of Default. No Change ‘Sovereign Immunity Not Waived. No Change “"Boree Majeure” Clause, No Change ‘Governing Law and Venue, No Change Tage 8 of 0‘THE PARTIES hereto, acknowledging that this Agreement i subject to approval of the Beard of ‘Supervisors, have executed ths Agreement on the day, month and year first above writen, [BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL ‘AND MECHANICAL COLLEGE. Caldwell RECOMMENDED: lee Chancellor and Aikletic Director University and ‘Mechanical College Administration Louisiana State University and Acriulturl and Mechanical College APPROVED AY THE BOARD SEP 12204 age 9 of 10‘Schedule A ~ Supplemental Terms for Yolanda “Nikki” Caldwell No Change [BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL, AND MECHANICAL COLLEGE By_ 7. firs (Aiba King Alexandle, ‘and Ctancellor Louisiana State University heb GLE) fans Niet” Caldwell RECOMMENDED: “Louisiana State University an ‘Agricultural and Mechanical College [APPROVED BY THE BOARD SEP 12 2014 Page 10 of 10fiLsu REC, ENE ‘D 28294 roSuSTeu To: Carlyn Hargave Vice resident TSU System Academic Aas Thre: Shanon Lipscomb Diresor LSU Syrtem Human Resou 5 Rick Management From: Tason Pray EB Aahea ot Executive Direct6r of Public Policy & Extemal Affairs RE: Armcerte. conrmascr Dr. Alesande hus reviewed und requests your review before finl approval s given. Oca thon» 6 hanes ig A» ptersne + as s766y7 + hay sr09teSTATE OF LOUISIANA PARISH OF EAST BATON ROUGE EMPLOYMENT AGREEMENT ‘This Employment Agreement (“Agreement”) is made and entered ino a ofthis 2nd day ‘of April, 2011, by and beween BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE (*LSU"), a body corporate existing under the Consittion and laws ofthe State of Louisiana, herein represented ‘by John V. Lombard its duly authorized President, and Yolanda “Niki” Caldwell (COACH): Definitions. For purposes ofthis Agreement, the following terms shall have the meaning shown: A. “LSU A&M? The campus of LSU which is located in Baton Rovge, Louisiana B. “Chancellor: The Chancellor of LSU A&M, C. “Athlete Direstor" The Director of Athletes at LSU A&M, ' D. “Base Salary Amount The annual sum of Three Hundred Fifty Thousand and 'No/100%ts dollars ($350,000.00), “Start Dates Apil2, 201 F “Bnd Date": June 30,2016 G. "Program: The intercollegiate Women's Basketball program at LSU A&M. 1H. “Team?The fatecollegite thetic eam which isa prt ofthe Program. 2, Employment. LSU does hereby employ COACH as Head Coach of the Team. COACH will report dreetly to the Atlet Dieetor and through the Athlete Dirsetor to the (Chancellor, COACH wil be responsible forthe Program at LSU A&M. COACH hereby Page 1 of 28, |agrees to accept such employment and to devote full-time attention to the performance of the duties hersin, Diuties and Responsibiliies, As Head Coach of Team, COACH'S dues and responsibilities shall include the following, all subject to law, LSU polly, and the Airestves input, and advee of the Chancellor and the Athletie Director A ‘Administering, managing, and leading the Program in professionally appropeite and competent manners ‘Administering, managing, and leading the Program in an effort to effectively compete in National Collegiate Athletic Association (NCAA) play; Hiring and managing the assistant coaches and other athletic staff necessary and appropriate to assist COACH in meeting the responsibilities herein, Directing the Program, including management of staff, budget, and other [Being reasonably knowledgeable, with reasonable assistance of LSU, of: () applicable federal and state aws governing intercollegiate athletic; and (i) all governing constiuins, by-laws, ules, police, itepeations, and regulations of the NCAA, the Southeasem Conference (SEC), LSU, and any ther ‘conference or organization of which ISU is or becomes a member during the term of this Agreement; all hersinafler clletively refered to a8 “Governing Athletes Regulations”, Page 2 0f28,u. Assuring and monitoring compliance with Governing Athletics Regulations by COACH and all student athlete members of the Team, assistant coaches, other Program staT members, and other individuals under or subject to COACHs direct control, authority, o supervision; Promptly reporting any violation of Governing Athletics Regulations to the Associate Athletic Director for Compliance; ‘Cooperating fully in any investigation of possible NCAA violations conducted or authorized by LSU or the NCAA at any time; Reasonably observing, respecting, and promoting the principles of instvtional cont inthe Programs Reasonably understanding, observing, and upholding LSU's reasonable, writen scademic standards, requirements, end policies, and reasonably promoting an environment in which admissions, financial aid, academic services for student athletes, and recruiting can be condected consistenly with LSU's mission (provide said mission is reasonable and communicated to COACH in writing) Using reasonable and good fiith personal efforts to cultivate and mainiain effective relations with the Board of Supervisors, aliliated foundations, ‘conferences, insistonal shumni, the media, the public, stidens, faulty, sta, and fiends of LSU: ‘Using reasonable efforts to exercise due care and supervision to provide that all studont athlotes, assistant coaches, other program staf members, and other Page 3 0f 284 Individuals under or subject to COACH'S contol, authority, oF supervision comply with all Governing Athletics Regulations and act in acvordance with the high mora, ethical, and academic standards ofthe Program and LSU; Using reasonable effons to promote the goa! of LSU, that every student alee biain a baccalsurete degree, and reasonably caopensting with acsdemie counselors o similar persons designate by LSU to assist stent athletes andthe faculty and administrators of LSU in connection with the academic purssits of student athletes; Performing these duties st all dimes in a manner consistent with good sportsmanship nd in aecordanee with the high moral, ethical, and academic standards ofthe Department of Atleties and LSU; Performing all other reasonable duties customarily performed by head coaches in ‘Team's sport of commensurate rank serving othor NCAA member institions. ‘Term, The tem (Term) of this AGREEMENT shall be for « defiite tm, commencing on the Stat Dat and ending onthe Eod Date wales temninated sooner in accordance with Section 12 ofthis Agroement. This Agreement wil atomaticaly renew con a monthly bass effective the dey afer the End Dut unless the Agreement has been terminated puswant to Section 12 oF writen noice of nonesewal hasbeen given by ‘itor party tthe other atleast 30 days bofore the End Date Base Salary, LSU agrees to pay COACH the Base Salary Amount annually, in twelve (12) equal monthly installments Page 4 of 28ental Compensation, addition to the base salary described sbove, COACH each contract year shall receive Supplemental Compensation in an amount of Three Hundred Fity ‘Thousand an No/0 ($380,000.00) dollars contingent on COACH appearing on oF participating in (or being ready, willing and able 1 do so, in the event COACH services arent 50 utlized), as requested, University sanctioned television, radio and intemet programs coneeming LSU and the Team. Any mount eared by COACH pursuant o this provision shall be considered eared on the dates) on which COACH appears on or participates in the television, radio, and internet programs and shall be pad in twelve (12) equal monthly installments COACH shall not appear without the prior written approval of the Chaneellor on, ‘orn, any radio television, of internet programs or other eletonic mein other ‘han those produced or sponsored by LSU, except routine news media nterviws {or which no compensation i received. COACH shall not appear in or make any commercial or commercial endorsement without the prior written approval of the ‘Chancellor and the Ashlee Director. Such approval shall nat be unreesonably withheld ‘Without limiting te obligations contained in this Section 6, the parties agre that, COACH responsibilities as the head coach of the Program shall at all times supersede and take priority over any obligations that COACH may have pursuant to his Section 6 Page $ of 281 Incentive Compensation. A PostsSeason Incentive Compensation. In the event the Team participates in post-season games, LSU agrees to pay COACH Post-Season Incentive Compensation as addtional compensation for the ex services required of COACH inthe preparation for and patieipation in pos caso ply a follows in scconlance with LSU's policies and rocedures. The aidtional sum or sums, if payable, shall be considered eared on the dates) services are provide for each tame at which a postssason goal is atsined (or, for SEC Regular Season CCiumpion, the date ofthe last SEC game in Team's spor played by any SEC team ding the regular Season) and shall be paid within sty (60) days following the final postseason game in which Team panicipates. This Post-Season Incentive Compensation shall be in the amounts and for mecting the goals set forth in Schedule A, which is stashed to and made a part of this Agreement Post-Season Inentive Compensation may be payebeffom affliated foundation finds, subjet to approval of LSU and the foundation. To be eligible for such ‘compensation, COACH must provide additional services requted in the ‘reparation for and panicpasion in postseason ply and must be employed by LSU as of the date on which th incentives ar earned ‘Academie Incentive Compensation. In the event the mul-year Academic Pesfomance Rate “APR as defined by Uhe NCAA| forth Program is 960 ot higher in any ene contract year (Beginning contract year 201 12), LSU agrees to pay COACH additional compensation inthe amount of $50,000 per contact year ‘The addtional compensation, if payable, shall be considered earned on the date Page 6 of 28,‘on which the APR for LSU is olessed while COACH is employed at LSU and stall be pid. witin sixy (60) days of such date. Academie Incentive Compensation may be payable fiom affiited foundation finds, subject 10 approval of LSU and the foundation. To be eligible for such compensation, COACH must be employed by LSU ab of the date on which the incentives ae ccamed. Retirement and Fringe Benefits, COACH shall be entitled to participate in the retirement and ffinge benefit programs available to all unclassified professional LSU employees, with contributions and benefit amounts (including state retirement benefits) based only upon the Base Salary Amount and any Post-Season Incentive Compensation During the term ofthis Agreement and in accordance with epplicable LSU policy and sppliable law, COACH will also receive the following benefits, part oral of which may be payable ffom aliited foundation funds, subject io approval of LSU and the foundation: A Moribersip(s) in a social club, sich asthe University Club of Baton Rouge, rovided that: () monthly ducs shall be payable from afliated foundation funds, subjest to approval of such foundation; (i) business-related (2oo-personal) cspensce incumed in accordance with LSU and foundation poiey will be reimbursed fiom affiliated foundation funds; and (ii) COACH shall be responsible for payment ofall personal charges. Notwithstanding the foregoing provisions of this Pergraph, COACH shall not be personally responsible for expenses authorized and incured by COACH and her sal in connection with the Page 7 0f 28,ordinary functions associated with an NCAA Division { women's basketball program, in accordance with LSU policy; 1B, Mobile communications device and service; © An annual automobile allowance in the amount of $1,000 per month or, tothe ‘extent consistent with state ethics law, use of courtesy vehicle provided by ‘dcalersip and related insurance reimbursed from affliated foundation ands; and D. Other customary, reasonable and related employee benefits to be provided by foundations alate with LSU, as authorized by the Chancellor after a review by the LSU System General Counsel and a determination that such benefits are in ‘compliance with LSU poliey and the Louisiana Code of Ethics Additional Revenue, Subject to compliance with Governing Athleties Regulations, inchuding but not limited to current NCAA Bylaw 11.2 and 113, ef seq, and LSU's PMI, COACH may earn or receive other revenue (“Additional Revenue") while employed by LSU provided, however, that COACH shall obtain prior writen approval, which approval shall not be unreasonably withheld, from the Chancellor before engaging in aay commercial oF private venture, including the use of COACH’s name by any commercial, public or private entity. COACH shall report annually tothe Chancollor and the Athletic Director con January 31%, in writing, in compliance with NCAA Bylaw 11.2.2 and 11.221, and ‘any applicable LSU policy, al athletically-elate income from sources outside LSU, and Page 8 of 2810. nL LSU shall have reasonable aooess to all records of COACH to verify this report. LSU ‘des not guarantee any amount of Additonal Revenue. COACH shal not, without writen approval ofthe Chancellor andthe Ableic Dieta, arrange for rapes tthe resp by any assistant coach of aay suplemeatal pay, bonus, co he fon of payment fom ay ouside source, excep for income eared by assist coaches from COACH’s operation of spor camps, os olberwiseauthevized by LSU in sceordance with PML Sports Camps, COACH, subject to Governing Athletics Regulations and Athletic Department guidelines, rules and regulations, may operste or work at sports campscliies at LSU, LSU does not guarantee or provide any supplemental compensation or aditional revenue from operation of sports eampselinies. COACH stall not be permitted to sell assign, lease, donate or otherwise transfer any ownership, assets or interests in such a camp or clinic to any ater person or entity, without the prior ‘writen approval ofthe Chancellor Assignment a A. Assignment, To the extent permited by law, COACH may require LSU to contract with a seperate legal entity, whether under the entrol of COACH cr not, for the performance of any services by COACH required or authorized under Sections 6 (Supplemental Compensation, if any) and 10 (Sports Camps). The orm of the contact shall te subject to the approval of LSU, which approval sall not be unreasonably withheld, Page 9 0f 28,Retirement Benefits, Regardies of whether the servies are performed directly {for LSU or through contrast witha separate legal entity, whether such other entity is under the control of COACH or not, sums paid or authorized under Section 6 (Supplemental Compensation, ifany), 7.B (Academie Incentive Compensation), 8 (Fringe Benefits, 9 (Additional Revenue), and 10 (Sports Camps) of this ‘Agreement shall not be considered “base pay,” “eamed compensation,” oF “earmable compensation” as such terms are defined in Lousiana Revised Statutes 11403 and or ther applicable Lousiana retirement laws, and shall ot be included as compensation forthe purpose of computation of retirement benefits Only the Base Salary Amount end any Post Season Incentive Compenssion cared pursuant to Section 7.4 sal be consiered fo the purpose of computation of retiement benefits. 12, Termination. Ths Agreement may be terminated by th partis as follows: A ‘Termination by LSU for Cause, This Agreement may be eminated for Tense” by LSU, aetng through the Chancellor, st any time prior to its expiration, ypon ‘writen notice to COACH, In the event of tenination for cause, COACH’ Bass Salary Amount, Supplemental Compensation (ian, an ll ether compensation and benefits provided for in this Agrecment sal trminste on te termination dat, and LSU shall not thereafter be lable to COACH for any sums or damages other than compen camed prior to the termination date. The termination “date shal be the date on which notice of termination i give, or on suc later date as may beset forth by LSU inthe notice of termination, Page 10 of 28o @ @ ® For purposes of this Section, “cause” for termination shall be defined as Comming, material and substantial violation (including repeated secondary violations) of Governing Atltes Regulations, or fling promptly to report any such violation by another person to the Chancellor and the Associate Athletic Director for Compliance; ‘Commission of a material and substantial violation of Governing Athletics ‘Regulations involving any aspect ofthe Program by any other person if either: () the volition oscars or continues to occur alts COACH knew o hd constructive lenaedge that it was shou to accur or vas ocersing, oF) COACH filed to tablish and maintain reasonable policies and procedures, o to Soll easonsble polis and procedures esablishe in writing by te Atlee Deparment fr the Program to prevent violations of Goveming Athletes Regulations from oecuring ado detect promply any such violations which may occu; ‘Commiting or being convicted of either: () any felony; or (i) any misdemeanor jwolvng gambling, drugs, oaeohol, aging in serious misconduct which eter: @) displays a continua, serious distespest or continual, serious disregard for the mission of LSU; brings COACH into substantial public disrepute sufficient to materially impair COACH ability t perform the obligations contained hercin without material adverse impact on the Team or Program; or (i) constitutes moral turpitude or ‘reaches the high moral and ethicel standards applicable to COACH as a visible representative of LSU; Page 11 of 28© © o © o UUnreasonebly refusing or repeatedly filing t perform any duties imposed upon ‘COACH herein (including, but not limited fo, those duties and responsibilities set ‘on in Section 3 ofthis Agreement), o fling to perform the same to the bes of COACH’ reasonable ability, after writen notice to COACH of LSU's reasonable expectation; Knowingly committing material or repeated. significant violations of any provision of this Agreement, provided said intial violations are not eure within ten (10) days of COACH's receipt of writen notice of the same Prolonged absence ftom LSU without its consent, which will not unreasonably be withheld (Intentionally or with reckless disregard forthe th committing fraud inthe pevformance of any duties and responsibilities herein, inclding, but not limited ‘to, fraud in the preparation, falsification, or alteration of documents or records of LSU, the NCAA, o the SEC, or documents or records pertaining to any ocrut ot student athlete, including without limitation transcripts, eligibility forms, and compliance reports; or (i) counseling, insiusting, encouraging, or knowingly peemiting any other person to commit sueh aud, ) Failing to respond reasonably accurately and fully within a reasonable time to any reasonable requests or inquiry relating tothe performance of any ties herein ‘rat any prior employment at anyother institution of higher learning propounded by LSU, the NCAA, the SEC or any other governing body having supervision ‘over the athletic programs of LSU or such other institution of higher education, or required by law or Goveming Athletics Regulations; or (i) counseling, Page 12 0f 28a, a «2 «a, inareting, encouraging, or knowingly and intentionally permitng any other person ofl 0 sespond; (o Participating in any gunbing, bookmaking, wagering, or being involving any sthleti contest whether by soting, placing, or accepting a bet or wager or ‘trough bookmaker, pool, or anyother method of gambling or) counseling, instructing, encouraging, ot knowingly and itensorally penmising any studeat athlete, assistant eoach, or oter individual under or subject to COACH'S contol authority, or supervision to parisipatein such activi, (© Furnishing any information or data, other than information or dts provided to the general public through press conferences, news lentes, and the ike, lating in any manner to any intercollegite sport oF to any student athlete 19 any individual whom COACH knows (oF hat constructive knowledge) to be a gambler, beter, or bookmaker, or an agent of any such person or (i counseling inseuting, or encouraging any student athlete, assistant cash, o other individual under COACH conto, authori, or supervision to fumish such infomation or da; Using or consuming alcoholic beverages or controlled substances, steroids, or ‘other drugs or chemieals to such degree and for such appreciable period as 0 substantially impsie COACH's abit perform the duties exen; Soltng, purchasing, using, or possessing any conroled substances, steroids, or ‘other drags oF chemicals, the sale, purchase, use, or possession of which by ‘COACH is prohibited by law oF Governing Athletes Rules. The provisions ofthis Page 13 0f 284) as) a6) subsection do not prohibit the use or possession of substances or drugs lawfully prescribed by a healthcare provider, and used in sccondance therewith Knowingly encouraging or permitting the sale, purchase, use, or possession by any student athlete, assistant coach, or other individual under COACH’s conto, authority, or supervision of any controlled substances, steroids, or oer drugs oF chemicals, the sale, purchase, use, oF possession of which by such person is prohibited by law or Governing Athletics Rules; (© Failing reasonably to cooperate in the investigation and enforcement of Governing Athleties Regulations; or 2, Instructing, or encouraging any other person to filo cooperate in such investigation and enforcement; Subject to any right of administrative appeal permitted or granted to COACH by the NCAA or SEC, the making 0 rendition ofa finding or determination by the NCAA, SEC, or any commission, commites, coun, or ibaa ofthe same, of any major or repetive violations by COACH of NCAA or SEC rules, or of any such major or repetitive violations by others under the dteetsopevision of COACH which were knowingly and intentionally pemited, encoursged, or condoned by COACH, or about which violations COACH knew or should have known (Constructive knowledge), and should have acted reasonably to prevent, limit, or mitigate (i i recognised that this subsection includes Sindings or determinations of violations during employment of COACH at any other institution of higher eduation); Page 14 of 28an @ Felling to report promplly to the Associate Athletic Director for Compliance any Violations of Goveming Athletics Regulations involving the Team of which COACH has actual knowledge. ‘Any judgment as to whether the criteria contained inthis section have been met shall not be made arbitral or eaprsiously by LSU, Prior to termination for cause, COACH! (0) shall be provided with written notice of conemplated termination and a statement of the grounds and facts in support thereof; and (i) stall have five calendar day fom recep of such notice to make 8 written request for a hearing on the contemplated action. A hearing will be held by the ‘Chanellor or his designee(), and at the hearing COACH shall have the righ © ‘counsel and to present the testimony of witnesses and ater reliable evidence ‘The procedures shall conform to, and evidence may be considered, consent ‘with federal and state due process standards for such hearings, All compensation, inching salary, benefits, and other remuneration set frth in this Agreement incidental to COACH's employment, cease upon termination, other than compensation owed COACH for services performed by COACH prior 1o termination, ‘Termination by LSU Without Cause. [LSU hall have the right to terminate this Agreement without cause upon written notice ta COACH. In such event, LSU will pay COACH liquidated damages, in lieu of any and all other legal remedies or equitable reli as detailed below. In the Page 15 of 28® o ® vent of termination by LSU without cause, COACH's Base Salary Amount, Supplemental Compensation, Fringe Bnefis, and all other compensation and benefits provided for in this Agrooment shall terminate on the temination dat, and LSU shall not thereafter be lable fo COACH for any sums or damages other than the liguidated damages provided for herein and any compensation eamed ‘pormuant to this Agreement prior tothe tenmination date. The termination date shal be the date on which notice of termination is given, or on suc later date as ‘may be set forth By LSU in th notice of termination Liquidated damages under this Section 12.8 will be $300,000 per year forthe remaining term of this Agreement, including any extended term. A partial year shall be pro rated, iquidated damages under this Seetion 12.8 will be paid in equal monthly instalments over a period of ime equal tothe amount of time then remaining in ‘the term ofthis Agreement, including any extended term, In the event of termination by LSU without cause, the amount of liquidsted damages owed by LSU under this Section 12.B shall be reduced and extinguished bby and to the extent of any compensation COACH, in relation to athletics or athlete-media endeavors, cams, receives, oF takes reasonable steps to actualy receive from the termination date until LSU's obligation pursuant to this Section 12B to COACH terminates or ceases to exist. COACH shall exercise due liligence and good faith in seeking other employment. In the event COACH ‘obiains such other employment, COACH will notify LSU and provide any and all documentation requested by LSU to determine the amount of compensation Page 16 0f 28© o received by COACH and the amount of offset due to LSU, The mitigation of liguideted damages provision of this subsection shall not be applicable IC termination by LSU without cause takes place within one year of the end of the intial tem or an extended tem, ‘The panies have bargained for this liquidated damages provision, giving ‘consideration tothe following, This sa contrac for personel services, The partis recogaize that termination of this Agreement by LSU prior to its expiration by lapse of term would cause COACH to lose the salary, supplemental compensation, fringe benefits, certsin other LSU-provided benefits, and possibly other income and benefits provided by third parties, which damages are impossible to determine with certainty. As such, the damages to be sufered by COACH in the event of termination of this Agroement by LSU without cause are difiult to presently and accurately estimate. In adition, the partes expressly agree that all Hguidated damages herein are not in any way a penalty ‘Termination by COACH Without Cause. COACH stall have the right to terminate this Agreement without cause upon thiny days writen notice to LSU. Inthe event COACH terminates this Agreement without cause and acepts, during what would ahecnis he the remaining tem of this Agreement (including any extended term), another coaching position with any other istition of higher edvcaton or profesional abletic team, or any cher atletcllysaated position (including media and sports marketing, COACH will pay LSU liquidated damages, in lieu of any and all other legal remedies or equitable relief In the event of termination by COACH without Page 17 of 28@ ‘cause, COACH'S Base Salary Amount, Supplemental Compensation (if any), Fringe Benefits, and all other compensation and benefits provided for in this, Agroement shall terminate on the termination date, which shall be no later than tiny days after the written notes is provided to LSU (unless otherwise mutually agreed by LSU and COACH), and LSU shall not theeafer be lisble © COACH, {or any sums or damages other than any compensation eared pursuant 1 this Agreement prior to the termination dat. Liquidated damages under this Section 12.C willbe determined based upon the Contract Year in whicts notice of termination is given, For purposes of this subparagraph the frst Contract Year wall begin on the effective date of this Agreement and end on June 30, 2012, The second Contract Year wall begin on July 1, 2012 and end on June 30, 2013, with each subsequent Contract Year beginning on July 1 and ending on June 30 of the following year; provided however, that no Tiquidated damages shall be due ifnotie of termination is given by Coach after the end of the season during the Fifth Contract Year. The amount of iquidsted damages shal be: Page 18 0f 28@ o Amount Contract year when notice of termination given $1,000,000 First Contract Year b. $850,000 Second Contract Year © $ 650,000 Third Contract Year 44. $450,000 Fourth Contest Year ‘$250,000 Fifth Contract Year Liguidated drags under this Seotion 12.C shall be paid on the same Schedule as that provided under subsetion 12.B(3), above. In adtion, COACH shall have the option to pay suck amount in one payment within sixty days of termination, ssid amount discounted to the then preset value wsing the then current discount rate ofthe largest national banking institution, ‘The parties have bargained for this liquidated damages provision, giving consideration tothe following, This isa contract for personal services. The parties ecognize that tenmination of thie Agroement by COACH prior to its expiration by lapse of term (including any extended term) would cause LSU to incur 1udministrtive, recruiting, and resetlement costs in obtaining a replacement ead coach for Team, in addition to potentially increased compensation costs and loss ‘of ticket revenues, which damages are impossible to determine with any certainty COACH recognizes that his promise to work for LSU unl ts expiration by lapse ‘of term (ineluding any extended term) is an essential consideration of and a ‘material inducement for LSU's devsion to employ him in the position desribed in Section 2, above. COACH also recognizes that LSU is making a highly ‘valuable investment in his continued employment by entering into this Agreement Page 19 0f 28o o and its investment would be lost or diminished were be to resign or otherwise temninate his employment with LSU prior to the End Date (including any ‘extended term). The payment owed pursuant to this liquidated damages provision is to reimburse LSU for expenses, including but sot limited to (@) searching for, recruiting and hiring a replacement far COACH, (i) relocating a replacement employee, and (ii) buying out the contract, if necessary, of a replacement employee. COACH expressly agrees that the amount of liquidated damages provided for herein is a reasonable approximation ofthe harm that LSU will incur inthe event of such erly termination by COACH. ‘Unless notice of termination under this Section 12 has been given by either party, neither COACH nor COACH’s agent shell under any circumstances, discuss or negotiate diredy or indirectly prospective employment with any other institution of higher education, profesional athletic team, or other athletcaly-olted Gncluding media and sports marketing) prospective employer without giving at least 24 hours prior writen notice tothe Chancellor and the Athletic Director ‘Suspension or Other Disciplinary Action. Im feu of temminaton Zor cause, and apart from any sighs it may have under Section 12A, LSU may impose disciplinary sinetions lest severe than temination upon COACH, upto and including suspension or leave without pay’ ‘or a period no longer than ninety (90 days for any aet or omission which would ‘be grounds for termination for cause. Imposition of such sanctions shal beat he discretion of LSU, which shall nt be exercised arbitrarily or capricious, Page 20 of 28® ® [LSU may suspend COACH for an indefinite period during any investigation by LSU, another governmental entity, or the NCAA or SEC to determine whether COACH has violated any laws or Governing Athlotes Regulations, During such suspension, COACH shall receive only the Base Salary Amount, and shall not be cnitled to receive any other benefits, compensation or remuneration set forth in this Agreement forthe period of such suspension. If the matter giving rise tothe suspension is finally resolved completely in favor of COACH, and does not ‘otherwise represen an independent basis for termination herein for cause, LSU “shall pay or make available to COACH the benefits and ether compensation herein otherwise payable to COACH dusing the period of suspension, Any such ‘benefits which are payable pursuant to this Agreement by aa afiliated foundation shall only be paid by sueh foundation, subject to its approval, Suspension under ‘his sub-section shal not limit any rights of LSU to terminate COACH for cause, (COACH shall be subject to disciplinary or corrective action by the NCAA or SEC for ny violation of NCAA and SEC regulations respectively. Such action bythe NCAA or the SEC shall not preslude or in any manner affect LSU's right to take such other corective or disciplinary action as, including termination for cause ‘Termination by Death or Disability Inthe event ofthe death of COACH a he inability of COACH to perform the obligations described in his Agrement by seston of illness o some other occurence beyond the conzal of either pany, and such inability to perform has continued or will continue beyond reasonable ‘period of time, but not less than one hundred twenty (120) days, this Agreement stall terminate as termination with eause and all ature obligations besween the Page 21 of 28parties shall cease upon the termination date reasonably estblished by LSU, unless otherwise required by law. ‘Waiver of Claims. The financial consequences of termination ofthis Agreement ‘or suspension herein are exclusively set forth herein, Therefore, withthe sole «xcoption of payments required by this Agreement, in any instance of termination for cause or without cause, or suspension o othe ieiplinary sanction efesedin accordance with the procedures established in this Agreement, neither COACH or LSU sl be ented to recive, and cach hereby waives any’ claim against the cher and thei epee oard members, officers, iretors, agents, employees, successors, and personal representatives for consequential damages by reason of any alleged economic los, including without limitation loss of collateral income, Jefe income, loss of earning espavty, lots of business opportnity, lost of perquisites, loss of fees fom speaking, camps or other outside ectvity, or expectation income, or damages allegedly sustained by reason of alleged ‘humiliation or defamation or other non-compensaory and compensatory damages and atomey’s fees resuling from the fact of termination, the public announcement thereof, or the release by LSU or COACH of information or documents required by law. COACH acknowledges that in the event of ether termination of this Agreement for cause, without cause, oF otherwise, oF suspension or other disciplinary sanetion effected in accordance with the procedures etublshed in this Agreement, COACH shall have no right to occupy the poston of head coach of Team and that COACH's sole remedies ae provided herein and shall not extend to injunctive relief: COACH further Page 22 of 281B 4 15, acknowledges and agroes that COACH is not eligible for will ot be considered {oro granted tenure by LSU. G. Key Man Insurance. LSU or its affliated athlete foundation, at the sole discretion of LSU, shall have the right et any time dusing the term of this Agreement to tke out key man insurance or ater insurance on the life of ‘COACH. COACH shall easonebly cooperate inthe underwriting and issuance of any such insurance Retention and Return of all Materials, Records, and Other ems. All doviments records, materi, including without limitation personsel records, eciting records team information, films, statistics or anyother mateil or data fimished to COACH by LSU or developed by COACH oa behalf of oF a the expense of LSU or otherwise in conseation with tbe employment of COACH are and shall remain the sole and confidential propery of LSU, Within en (10) days ofthe expiration or termination of his Agreement, COACH shal ease any such mates in COACH’s possession or contol 0 te dativered to LSU. At the same time, COACH shall tum so LSU all est cand, oy, computers, motile communication devices and other items belonging to LSU ‘hich were issued to or are inthe possession of COACH, Non-Assignment. Neither party may assign, transfer, senate, or encumber any of is rights oF obligations hereunder without the express writen consent of the other party, ‘except a otherwise specifically set forth in this Agreement. intire Contract. This Agreement constitutes and expresses the entire agreement and understanding of the parties concerning the employment of COACH by LSU and stall, Page 23 of 2816, 1. 18 19. upon the effective date hereof, supersede ay other oral and writen agreements between the paris. There are no oral or other agreements, understandings, promises, or representations between the parties affecting ths Agreement. Both parties have relied solely on their ovmn respective judgments in entering into this agreement, with full ‘opportunity 1 seek advice of competent counsel. I shall be construed, If necessary, without reference tothe party thet was the prinipal dear of the agreement Amendmen 40 Contract, This Agreement may be amended only by a writen instrument duly approved by LSU through its designated representatives and accepted by COACH, such approval and acceptance to be acknowledged in writing, ‘Severability. IF any provision of this Agreement shall be decmed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended t9 delete or modify, as necessary, the offending provision orto alter the bounds there in ‘order to render it valid and enforceable [No Waiver of Default. No waiver by the parties hereto of any defeult or breach of any covenant, term or condition of this Agreement shall be deemed to be a waiver of any cther default or breach of the same or any other covenant, tm or condition contained bern, Sovercign Immunity Not Waived. It is expressly agreed and understood between the parties that nothing contained herein shall be construed 0 constitute a waiver or relinguishment by LSU of any rights to claim such exemptions, privileges and immunities os may be provided by law. Page 24 of 2820. 21 "Force Majeure" Clause. Neither party ball be considered in default of performance of ny obligations under this Agreement if sich performance is prevented of delayed by Force Maicure. "Force Majcure” shal be understood to be any cause whichis beyond the reasonable contol ofthe party affected and which i fathwit, by ntie from the party alfeted, brought to the steno of the other party, inluding but no imited to wa, osilios, evoluon, iil commotion, stke, lockout, epidemis,acident, ie, wind or food or any requirements of law, oF a at of Go, Governing Law and Venue, This Agreement shall be enforced and corstued in cordance with the avs of Louisiana, Any civil action to enforce this Agreement shal be brought in a sate or federal court having jurisdiction and domiciled in East Baton Rouge Parish, Louisiana. Page 25 of 28‘THE PARTIES hereto, acknowledging that this Agreement is subject to approval ofthe Board of ‘Supervisors, ave executed this Agreement onthe day, month and year first akove writen. BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE QO - H Wyn gun, Tain V. Lom PhD Presid ‘Michael Martin, PhD, Chancellor Louisiana State University and ‘Agricultural and Mechanieal College APPROVED BY THE BOARD WL 15 pot Page 26 of 28‘Schedule A ~Supplemental Terms for Yolanda “Nikki” Caldwell “This Schedule A supplements and further defines the provisions ofthe Employment Agreement ated April 2, 2011 entered into between LSU and Yolanda “Nikki” Caldwell, to which itis aitached (he “Agreement”). In the event of a direct and clear conflict between the other provisions ofthe Agreement and this Schedule A, the provisions of this Schedule A shall conto 1. Subjest to the terms and conditions set forth in section 7.A of the Agreement, EMPLOYEE shall eseive Post-Scason Incentive Compensation in the amounts (sch mous being cumulative), and based on taining the goals, shown below. The ‘maximum amount of Post-Season Incentive Compensation paid shall be $500,000 per ‘omact year 8) SBC Regular Season Champion 50,000 }) SEC Tournament Champion $0,000 ©) NCAA Tournament Appearance 50,000 8 NCAA Sweet Sixteen Appearance 50,000 ©) NCAA Final Four Appearance 50,000 1) NCAA National Champion 100,000 2) SEC Coach ofthe Year 8 50,000 (as voted by the SEC Coaches) hy National Coach ofthe Year ‘100,000 (Naismith Women's College Coach ofthe Year) 2. Section 8 of the Agreement is supplemented to add the following subsections after the end of subsection D: B (One-time reimbursement of household moving expenses in accordance with LSU policy and state law; (One payment of $10,000 to be used for miscellaneous relocation expenses not reimbursed in accordance with the provisions of subsection D above; Temporary housing a a site chosen mutually agreed upon by COACH and by the Athletic Director fr a period not excood 99 days; and, Page 27 of 281H. Upon approval ofthe contrat, a payment of $170,000 willbe pid to COACH to py any contractually required buyout, The payment willbe made solely from fiiated foundation funds and not be considered an obligation of LSU. COACH. shall be solely responsible for any and all other expenses associated with ‘resignation of eurent employment 3. _Allother provisions of the Agreement remain unchanged by tis Schedule A BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE * py ldide WE In _fTohn V. Tombardi, PRD, President jj, folanda “Rit EP Caldwell RECOMMENDED: me Monday, Vice Ages CFO for Finance & Administrative Services Louisiana State University and Arigaffual and Mechanical College Mishel Wain, FED, Chanel Touisan Sate Universi and APPROVED BY THE Bonn ‘Acura and Mechel College 15 Son Page 28 of 28