EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (hereinafter "Agreement"), is made and entered into effective as of the
_14th day of March, 2022, by and between MARSHALL UNIVERSITY (hereinafter "Marshall") and CHRISTIAN
SPEARS (also referred to as "Director of Athletics", "you", or "your").

WHEREAS, West Virginia State law does not permit Marshall to enter into a contract committing
expenditures of State funds in excess of the amounts of the appropriated funds available for the particular fiscal
year and the principles of tenure apply only to academic appointments, in order for Marshall to retain a
competent and qualified Director of Athletics such individuals must be provided reasonable job security so as to
permit the individual to demonstrate his ability to build and sustain a sound, competitive intercollegiate athletic
program. It is also apparent that in order to retain a successful Director of Athletics, a method of providing job
security competitive with other colleges and universities with similar intercollegiate athletic programs is needed.

1. Term
This Agreement shall be for four (4) contract years commencing on March 14, 2022, and ending on March
13, 2026, unless terminated at an earlier date as provided herein, the "Contract Year" shall begin on
March 14 of each ensuing year of the contract.

2. Duties and Authority

(a) You are hereby employed by Marshall as Director of Athletics, subject to the supervision and
authority of the President.
(b) Your duties, responsibilities and obligations shall be those normally associated with the position of
a director of athletics at a National Collegiate Athletic Association (NCAA) Division 1 University and
other duties as reasonably assigned by the President. Those other duties shall include, but not be
limited to, uncompensated appearances for public relations and community support, alumni
support, fundraising for the Marshall University Foundation and the Big Green Scholarship
Foundation. You agree to participate in a reasonable number of University activities and fundraising
events as requested by the President.
(c) You shall report directly to the President and shall have the right (subject to the final approval of the
President and the requirements of Marshall University Board of Governors Policy No. GA-7,
Intercollegiate Athletics, as amended) to employ, manage, discipline, and terminate all coaches and
other direct reports within the Marshall University athletics program, subject to University policy,
departmental guidelines and budgetary limitations.
(d) Consistent with University and NCAA policies, you will annually submit an Athletically Related
Outside Income Form to the President of Marshall that lists all outside income received as result of
your position as Director of Athletics.

3. Employment Opportunities
During the term of this Agreement, the Director of Athletics shall notify the President of any offers of
employment, employment opportunities or requests for meetings or discussions with respect to possible
employment opportunities before engaging in substantive discussions concerning such employment or
employment opportunities.

4. Marshall University and NCAA Policy

The establishment of policies for the entire athletics program shall be the responsibility of the Director
of Athletics. You agree to conduct Marshall's athletic program in accordance with the bylaws and
 regulations of the NCAA. You further agree to conduct Marshall’s athletic program in accordance with
Marshall University Policy and Procedures.

5. Compensation
(a) Your "annual salary" from the University will be $315,000 (pro-rata for partial years). The annual
salary will be paid in regular equal installments through and pursuant to the University's regular
payroll system.
(b) Incentive Compensation. Marshall agrees to adhere to the following incentive program for you.
Bonuses are payable at the end of the Contract Year in which they are earned.
1) Academic Incentive.
a. Any year in which at least 10 of Marshall's teams record a 3.0 team GPA you will
receive a $2,500 bonus.
b. That bonus increases to $5,000 for 15 teams reaching the 3.0 threshold.
c. You will also earn a $5,000 bonus for any year in which the entire athletic
department's average GPA is at least 3.0.
d. All Academic Incentive bonuses received pursuant to this provision shall not exceed
$10,000 per Contract Year.
2) Athletic Incentive.
a. You will receive a $5,000 bonus in any year in which the football team participates in
a College Football Playoff bowl game or if any one (1) of the thirteen (13) specified
non-revenue teams "qualify for NCAA post-season competition.”
b. The bonus will increase to a total of $10,000 if any team wins a National
Championship or if the football team participates in a College Football Playoff – New
Year’s Six Bowl Game.
c. All Athletic Incentive bonuses received pursuant to this provision shall not exceed
$10,000 per Contract Year.
3) Administrative Revenue Incentive.
a. Any year football season ticket sales increase by 5% from the prior year’s season
ticket sales, you will receive a $5,000 bonus.
b. Any year basketball season ticket sales increase by 5% from the prior year’s season
ticket sales, you will receive a $5,000 bonus.
c. All Administrative Revenue bonuses received pursuant to this provision shall not
exceed $10,000 per Contract Year.
(c) Further, you are subject to the terms, provisions and requirements of Marshall's Human Resources
Policy and Procedures, as currently published and as may subsequently be revised or amended, which
are incorporated herein by reference and made a part of this written Agreement as though written
herein.

6. Other Obligations of Marshall University

(a) You shall receive an annual vehicle allowance of $9,000, in accordance with the existing vehicle
allowance policy.
(b) Marshall University agrees to provide the initiation fee and funding to cover your annual
membership fees for the Guyan Golf and Country Club. Use expenses incurred by you and your family
above this amount are your personal responsibility.
(c) You shall receive $1,500 per year for mobile phone usage payable in regular equal installments
throughout the contract year through and pursuant to the Marshall University regular payroll
system.

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 (d) Benefits. You will be eligible for health, retirement, annual leave, sick leave, holidays, and other
benefits afforded other Marshall University employees.
(e) Marshall recognizes that the spouse of the Director of Athletics is often called upon to devote
substantial time and energy to activities, which benefit the University. Your spouse is hereby
authorized to serve when called upon as a representative of Marshall, and to accept payment or
reimbursement from the University, Big Green Scholarship Foundation, and/or the Marshall
University Foundation, Inc., for expenses incurred in connection with such activity, including travel
on behalf of the University to the extent such payments are authorized by you or the Foundation,
and it is understood that your spouse may use facilities and other resources of the University in the
same manner as an employee when involved in such activity.
(f) Dependent Tuition Waiver. Your children will be immediately eligible for the Dependent Tuition
Waiver that is afforded other employees at Marshall.
(g) Relocation Expenses. Marshall will pay for reasonable and necessary moving expenses of household
personal property to relocate from Pittsburgh, PA to Huntington, WV. Reasonable and necessary
expenses shall be defined in accordance with current university policies and IRS regulations and shall
not exceed $25,000.
(h) Marshall will provide you with temporary housing for up to six (6) months at a mutually agreeable
location.
(i) Marshall University will attempt to provide assistance with your spouse gaining employment.
However, nothing herein is intended to be or should be construed as a guarantee of employment for
your spouse.

7. Events of Default and Termination

(a) Termination By Marshall University for Cause. This contract can be terminated for cause and/or
nonrenewal if you:
1) Fail to meet the requirements specifically applicable to your position as Director of Athletics as
set forth in the Marshall University Board of Governors Policy GA-7 Intercollegiate Athletics or
any superseding policies adopted by the Marshall University Board of Governors that are
applicable to you.
2) Engage in professional or behavioral misconduct which is illegal or otherwise unbecoming of an
athletic director and which materially impairs your fulfillment of known or reasonably expected
responsibilities associated with your position as Director of Athletics.
3) Are insubordinate in refusing to abide by legitimate reasonable directions of the President of
Marshall University, and/or the Marshall University Board of Governors.
4) Are found to have a physical or mental disability which renders you unable to materially perform
all your assigned duties as Director of Athletics (notwithstanding the provision of any reasonable
accommodation) for a period of ninety (90) consecutive calendar days.
5) Are found to be knowingly involved in Level I or Level II infractions of NCAA rules and/or similar-
level violations of conference rules.
6) Are found to be involved in willful or repeated violations of NCAA rules.
7) Fail to reasonably monitor the academic performance of the student-athletes.
8) Fail to abide by the policies and procedures set forth by Marshall University for similarly situated
employees.
9) Fail to notify the President regarding the level of academic support needed to provide a
reasonable opportunity for the student athletes to qualify under prevailing NCAA academic
standards.

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 (b) Termination by Marshall University Without Cause. Should Marshall University choose to terminate
your employment as Director of Athletics "without cause" being any reason not specified in
Paragraph 7(a), above, then Marshall University’s obligation to you shall be as follows:
1) During the first year of your contract, Marshall University will pay you Nine Hundred and forty-
five thousand ($945,000) dollars;
2) During the second year of your contract, Marshall University shall pay you Six Hundred and five
thousand ($605,000) dollars;
3) During the third year of your contract, Marshall University shall pay you Three Hundred and
fifteen thousand ($315,000) dollars;
4) During the fourth year of your contract, Marshall University will not owe you any amount.

Both parties agree that these sums are reasonable. All payments due pursuant to this paragraph
section (b) shall be paid within thirty (30) days from the date of termination.

(c) In the event of a termination by either Marshall University or you, Marshall University shall be
obligated to pay to you any earned but unpaid compensation, performance incentives, or
unreimbursed business expenses.

(d) Termination by Director of Athletics. In the event that you should voluntarily resign as Director of
Athletics of Marshall University your obligation to Marshall University is as follows:
1) During the first year of your contract, you will pay Marshall University Nine Hundred and forty-
five thousand ($945,000) dollars;
2) During the second year of your contract, you will pay Marshall University Six Hundred and five
thousand ($605,000) dollars;
3) During the third year of your contract, you will pay Marshall University Three Hundred and fifteen
thousand ($315,000) dollars;
4) During the fourth year of your contract, you will not owe any amount.

Both parties agree that these sums are reasonable. All payments due pursuant to this paragraph
section (d) shall be paid within thirty (30) days form the date of resignation and paid to Marshall
University.
.
8. Taxes
Marshall University shall address and accommodate any applicable taxation-related matters including,
but not limited to, IRC Section 409A and 457(f).

9. Severability
If any provision of this contract is held invalid or otherwise unenforceable, the enforceability of the
remaining provisions shall not be impaired thereby, and such remaining provisions shall remain in full
force and effect.
10. Governing Law
This contract shall be construed in accordance with and governed by the laws of the State of West
Virginia. In the event that either party seeks to enforce, litigate or contest the terms and conditions of
this employment contract, they mutually agree that the action shall be filed in the United States District
Court for the Southern District of West Virginia at Huntington and if that federal court lacks jurisdiction,
then it shall be filed in the Circuit Court of Cabell County, West Virginia.

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