S T A T E O F G E O R G I A C O B B C O U N T Y K E N N E S A W S T A T E U N I V E R S I T Y A T H L E T I C A S S O C I A T I O N , I N C

AGREEMENT

This agreement is made into this day of June, 2013, but effective as of April 19, 2013, by and between the Kennesaw State University Athletic Association, Inc. (hereinafter referred to as the "Athletic Association") and Brian Bohannon (hereinafter referred to as "Coach Bohannon or Coach").

WHEREAS, the Athletic Association wishes for Coach Bohannon to coach the football team at Kennesaw State University and Coach Bohannon intends to sign a contract with the University for said position ("Employment Agreement");

WHEREAS, the Athletic Association is willing to provide certain financial incentives in consideration of Coach Bohannon's execution of the aforementioned Employment Agreement with Kennesaw State University;

NOW, THEREFORE, for and in consideration of the following mutual promises, covenants, and conditions, the parties do mutually agree as follows:

1.0 Agreement.

The parties agree that they have the right to enter into this agreement, and this is the sole and complete agreement between the parties.

2.0 Term.

The term of the agreement shall commence on April and shall terminate on December 2020, specifically subject to the terms and conditions of this agreement.

3.0 Obligations of Coach.

Pursuant to this agreement, Coach Bohannon indicates his willingness and intention to fully and faithfully cany out the coaching responsibilities of the Employment Agreement to coach football at Kennesaw State University.

4.0 Obligation of Athletic Association.

It is agreed and understood that the Athletic Association under this agreement will provide for eompensation to Coach Bohannon in the event that Kennesaw State terminates Coach Bohannon's Employment Agreement without cause or declines to renew Coach Bohannon's Employment Agreement without cause prior to December 31, 2020. such event, the Athletic Association agrees to pay Coach Bohannon the remainder of his His is:

4/19/13-12/31/13: $237,000 annually, to be prorated 1/1/14-12/31/14: $237,000 1/1/15-12/31/15: $245,000 1/1/16-12/31/16: $250,000 1/1/17-12/31/17: $255,000 1/1/18-12/31/18: $260,000 1/1/19-12/31/19: $265,000 1/1/20-12/31/20: $275,000

S T A T E O F G E O R G I A C O B B C O U N T Y K E N N E S A W S T A T E U N I V E R S I T Y A T H L E T I C A S S O C I A T I O N , I N C

Such payments wil l be made monthly and will have withheld any statutorily required tax payments. Should Coach be terminated by Kennesaw State for cause as defined in paragraph of the Employment Agreement, the Coach agrees and understands that the Athletic Association has no obligation to him under this contract.

4.1) The parties have bargained for and agreed to the foregoing liquidated damages provision, giving consideration to the fact that Coach may lose certain benefits, supplemental compensation or outside compensation relating to his employment at Institution, which damages are extremely difficult to determine with certainty, or fairly or adequately. The parties further that payment of such liquidated damages by Institution and acceptance thereof by Coach shall constitute adequate and reasonable compensation to Coach for damages and injury suffered because of such termination by Institution. The foregoing shall not be, nor be construed to be, a penalty.

4.2) During any of this time, should the Athletic Association be required to pay Coach Bohannon for the reason set forth in the preeeding paragraph, amounts owed to Coach Bohannon wil l be offset by any other income from any football related employment (including college, professional and/or broadcasting) which the Coaeh might obtain during the period. Thus, the obligation of the Athletic Association shall be limited to the salary set forth in the paragraph above, less any monthly income earned from any football related source after termination.

4.3) It is understood that the Athletic Association shall have no further obligation to Coach Bohannon and shall not be responsible for paying for any health insurance, retirement, or any other benefits which Coach Bohannon might have received in addition to his salary while working as the football coach at Kennesaw State, and Coach Bohannon agrees not to seek such benefits from either the Athletic Association or the University in exchange for the guarantee in 4.0 and 4.1 above.

5.0 Additional Obligations of Athletic Association.

5.1) KSUAA will pay the bonuses as outlined in the annual coaching contract.

5.2) The Head Football Coach wil l receive either a $650 monthly stipend or courtesy car at the discretion of the Director of Athletics.

6.0 Coach's Voluntary Resignation.

It is understood and agreed that i f at any time Coaeh chooses to resign from Kennesaw State or not sign a new contract offer from Kennesaw State, then the Athletic Association shall have no obligation to him under this agreement.

Coach recognizes that the promise to work for Kennesaw State for the entire term of this Agreement is of the essence of this Agreement. Coach also recognizes that Kennesaw State is making a highly valuable investment in Coach's employment by entering into this Agreement and that Kennesaw State's investment would be lost i f Coach were to resign or otherwise terminate employment before the end of the term of this Agreement.

Nonetheless, it is agreed that at any time after commencement of this Agreement, Coach may terminate this Agreement by giving 30 calendar days' written notice to Kennesaw State, such termination to become effective no earlier than 20 calendar days after receipt of such written notice.

In the event Coach terminates this Agreement without Coach shall pay to Institution, as liquidated damages, an amount equal a percentage of Coach's remaining annual salaiy, to be paid within 60 calendar days after the effective date of termination. The percentage to be paid is as follows:

S T A T E O F G E O R G I A C O B B C O U N T Y K E N N E S A W S T A T E U N I V E R S I T Y A T H L E T I C A S S O C I A T I O N , I N C

prior to December = 50% of the total remaining annual salaiy for the balance of this contract Resignation prior to December 2014 = 45% of the total remaining annual salary for the balance of this contract Resignation prior to December = 40% of the total remaining annual salaiy for the balance of this contract Resignation prior to December = 35% of the total remaining annual salaiy for the balance of this contract Resignation prior to December = of the total remaining annual salaiy for the balance of this Resignation prior to December = 25% of the total remaining annual salaiy for the balance of this contract Resignation prior to December = 20% of the total remaining annual salary for the balance of this contract

Coach shall not be entitled to any other employee benefits except as otherwise provided herein or required by applicable Institution not be liable for the loss of any collateral business opportunities or any other benefits, perquisites, or income from any sources that might ensue as a result of Coach's termination of this Agreement without cause. Notwithstanding the foregoing, if Coach and KSU mutually agree that coach can terminate this agreement other than accepting another coaching position, this liquidated damage will be waived.

7.0 Relationship Between the Parties.

The relationship between Coach Bohannon and the Athletic Association shall not be that of an employer and Coach Bohannon acknowledges that he has no rights owed to him by the Athletic Association other than those set forth under this agreement.

8.0 Coverning Law.

This agreement shall be governed by and construed under the laws of the State of Georgia.

9.0 Agreement Modification.

Any provision in this contract may be modified or waived by a written, signed and dated mutual agreement of the coach, the Director of Athletics and the Chairman of the KSUAA.

IN WITNESS WHEREOF, Coach Bohannon and the authorized representative of Kennesaw State University Athletic Association, Inc. have executed this agreement on this day of

BY: KENNESAW STATE UNIVERSITY ATHLETIC INC.

Daniel Papp, Chairman Coach KSU Athletic Association