Seventh Amendment to the 2019 Employment Agreement

Between Florida State University and Michael K. Norvell

This Seventh Amendment to the 2019 Employment Agreement (the “Seventh Amendment”) by
and among The Florida State University Board of Trustees, for and on behalf of, The Florida
State University (“University”), and Michael K. Norvell (the “Employee”) (collectively, the
“Parties”), amends the terms of the 2019 Employment Agreement in the following respects only.
This Seventh Amendment shall be effective upon signature by both Parties.

Background

WHEREAS, the Parties entered into a 2019 Employment Agreement (the “Agreement” or
“Employment Agreement”, which shall include amendments); and

WHEREAS, the Parties wish to amend the Employment Agreement in the below respects; and

WHEREAS, the Parties have obtained independent legal, financial, and other advice pertaining
to the Employment Agreement and this Seventh Amendment.

NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

Terms of Amendment

1. Defined Terms. Unless otherwise defined, specified or amended herein, defined terms
shall have the same meanings ascribed to them in the Employment Agreement.
2. Prevailing Provisions. In the event of any conflict, disagreement, or incongruity between
or among any of the terms, conditions, and/or provisions of the Employment Agreement
and this Seventh Amendment, the terms and provisions of this Seventh Amendment shall
govern, have priority and be controlling thereof. Except as expressly amended or
modified herein, all terms, conditions and provisions of the Employment Agreement shall
remain in full force and effect.

Amendments to Agreement

1. Amendment to Section III, Subsection B. The “Contract Year Six” line of Subsection B
of Section III of the Employment Agreement is deleted in its entirety and replaced with
the following:

Contract Year Six: $5,435,000

The Parties acknowledge that the difference between the Sixth Amendment Contract Year
Total Compensation and the reduction provided by this Amendment to Additional
Compensation in Contract Year Six ($4,500,000) will be utilized to create a Program
Enhancement Pool to be applied in support of the football program during Coach’s tenure
 at Florida State University. Decisions regarding the use of Program Enhancement Pool
funds will be made by the Employee, in consultation with the University.

2. Amendment to Section III, Subsection H. The following shall be added at the end of
Section III, Subsection H:

Performance Incentive Compensation: Coach is entitled to receive a performance bonus

of $750,000 for any season (beginning with the 2026 season) in which the team wins nine (9)
games cumulatively (regular and post-season).

3. Amendment to Subsection E of Section V. Subsection E of Section V is deleted in its

entirety and replaced with the following:

The University, in its sole discretion, shall have the right to terminate this Employment
Agreement without Cause and at any time upon written notice to the Employee of such
termination. Notwithstanding any terms or provisions of this Employment Agreement which
might be interpreted to the contrary, or unless otherwise specifically agreed to in writing,
Employee's employment relationship with the University as Head Football Coach shall terminate
upon delivery of the notice of termination or as otherwise set forth in the notice of termination.
In the event of such notice of termination pursuant to this subsection V.E., the parties further
agree that the damages incurred by Employee would be uncertain and not susceptible to exact
computation. Accordingly, it is understood and agreed that any and all claims which may arise in
Employee's favor against the University and its Board of Trustees, employees, and agents by
reason of such termination shall be strictly and solely limited to an amount of liquidated damages
as described in this subsection V.E.

University, and if applicable, the University in conjunction with the University Athletics
Association, shall pay Employee for the period remaining in the Total Term, effective as of the
date of termination (the "Termination Period"), an amount equal to 85% of the Total Annual
Compensation as referenced in Sections III.A and III.B that would be due during the otherwise
unexpired Total Term, less required deductions and applicable withholdings for federal, state,
and local taxes (the "Termination Amount"). With respect to partial years, the amount owed to
Employee shall be prorated on a daily basis.

Should the University terminate the Employment Agreement without cause pursuant to
this subsection V.E. between Contract Year Six and Contract Year Twelve, the Termination
Amount owed pursuant to this subsection shall include the reinstatement of a pro rata share of
the amount reduced by the amendment to Section III, Subsection B herein, by reinstating to the
Termination Amount calculation whichever pro rata sum is applicable for the Contract Year in
which the termination occurs, as follows:

Contract Year Six: $4,500,000

Contract Year Seven: $3,750,000
Contract Year Eight: $3,000,000
Contract Year Nine: $2,250,000
Contract Year Ten: $1,500,000
 Contract Year Eleven: $750,000
Contract Year Twelve: $0

Upon notice to the Employee by University of its election to terminate pursuant to this
subsection V.E., the Employee shall be obligated to mitigate the University's financial obligation
by immediately utilizing his best efforts to obtain full-time subsequent employment in a
comparable position, which is not limited to a head coaching position at a Power Five
Conference. This obligation includes a duty to seek a market-rate salary, which is more than
nominal compensation, for the subsequent employment. If Employee obtains such other
employment, or any other employment, during the Termination Period, Employee shall promptly
provide written notice to the University describing the position and the annual gross cash salary
and all other benefits and conditions of employment. Employee shall provide the University on
an ongoing basis with the information reasonably requested which is necessary to implement the
University's obligations under this subsection V.E. and shall promptly respond to any reasonable
inquiries from the University. Upon request, Employee shall provide information related to all
efforts to obtain subsequent employment and all offers of employment that have not been
accepted by him. The University's obligation shall be subject to a mitigation offset in the event
Employee secures subsequent employment prior to University's full satisfaction of the remaining
Termination Amount. In the event that the Employee secures such employment, the amount due
to the Employee under the terms of this subsection V.E. shall be reduced on a dollar-for-dollar
basis by the amount earned by the Employee in such new employment during the remaining
Termination Period.

The University, and if applicable the University Athletics Association, shall pay the
remaining Termination Amount to Employee in one of the following methods, at the University's
sole discretion: (i) in equal monthly installment payments to Employee over the remaining
Termination Period, as set forth in this subsection V.E., which shall be reduced as defined herein
by the prorated amount of Employee's annual gross cash compensation from his new
employment, or (ii) All University obligations to Employee for payments under this subsection
V.E. shall cease upon payment of a lump sum to Employee in an amount equal to the present
value of a stream of payments over the remaining Termination Period, reduced by the prorated
amount of Employee's annual gross cash salary guarantee at his new employment, discounted at
the 3-year Treasury Constant Maturity Rate.

The Termination Amount will be paid, as required by law, regulations, and policies, and
as reflected in the University Athletics Agreement executed concurrently with this Employment
Agreement.

The parties have bargained for and agreed to the forgoing liquidated damages provisions,
giving consideration to the fact that Employee will lose certain benefits, supplemental
compensation, or outside compensation related to employment as Head Football Coach, which
damages are extremely difficult to determine with certainty. The parties agree that payment to
Employee of the liquidated damages provided in this subsection V.E. shall constitute adequate
and reasonable compensation to Employee for the damages and injury suffered by Employee as a
result of the termination of this Employment Agreement by the University. Upon payment of
such liquidated damages to Employee, Employee does hereby waive and release the University,
its Board of Trustees, administrators, employees, and agents from any and all claims of any
nature whatsoever, which may arise by reason of such termination, including, but not limited to
any benefits of employment or other income which may accrue to Employee by reason of
Employee's position as Head Football Coach.

If Employee is terminated without cause, the University agrees to engage in a good faith
discussion and review regarding the applicability of Internal Revenue Code §409A and §457(f)
to such guarantee payment structure, and pending such review, agrees to make any necessary
accommodations (not to include any increase or decrease in the applicable amount) in such
payment structure to comply therewith.

IN WITNESS WHEREOF, each party is signing this amendment on the dates indicated below:

FLORIDA STATE UNIVERSITY EMPLOYEE

BOARD OF TRUSTEES, for and on
behalf of FLORIDA STATE UNIVERSITY

By Michael Alford Date Michael K. Norvell

Date
Vice President and Director of Athletics Head Football Coach

Approved as to form and legal sufficiency:

Carolyn Egan Date

Associate General Counsel Florida State University