Employment Agreement

University of Utah Athletics Department

This Agreement is made between The University of Utah, a body politic and corporate of
the State of Utah (“University”) and Mark Atuaia, (“Assistant Coach”).

RECITALS

A. University desires to contract for the services an individual to assist in the operations and
management of the sport of Football (“Sport”) at University and

B. Assistant Coach represents that they meet University’s qualifications for the position and
is available for employment by University.

TERMS

In consideration of the mutual covenants, promises and conditions in this Agreement,

University and Assistant Coach agree as follows:

1. Employment.

A. University employs Assistant Coach as the Assistant Coach for the Sport at
University, and Assistant Coach agrees to the terms and conditions for employment outlined in
this Agreement.

B. Assistant Coach shall work under the departmental supervision of the Athletics
Director or designee and work under the immediate supervision of the head coach of Sport.
Assistant Coach shall confer with the head coach on administrative and technical decisions that
are of a non-coaching nature.

C. Assistant Coach shall assist the head coach in the management and supervision of
Sport and perform such other duties as may be assigned. University may reassign Assistant
Coach to duties other than as Assistant Coach. In the event Assistant Coach is reassigned, the
reassignment shall be for the duration of time remaining on this Agreement.

2. Term.

A. This a fixed term appointment commencing on December 12, 2024 and

terminating January 31, 2027 (“Termination Date”), without further notice to Assistant Coach.
This Agreement is renewable solely upon an offer from University and acceptance by Assistant
Coach, both of which must be in writing signed by the parties. University shall provide Assistant
Coach written notification of its intent to not renew this agreement at least 30 calendar days prior
to expiration of the term.

B. In the event that the Termination Date passes without the negotiation of a new
contract and without notice of the University’s intent to not renew this agreement, the Assistant

1
Coach’s employment with the University shall continue day-to-day (“Day-to-Day contract”)
under the same terms and conditions specified in this agreement, with the exception of Section
2.A. During the Day-to-Day contract, the Assistant Coach’s employment with the University
shall be terminable immediately upon written notice of termination from the University. Any
compensation to Coach beyond notice of termination is set forth in Paragraph 9(B) below.

3. Compensation.

A. In consideration for services and satisfactory performance of the conditions of this

Agreement by Assistant Coach, University promises to provide Assistant Coach an annual salary
of $350,000 (based on a 12 month, 1.00 FTE appointment), payable twice monthly and subject to
the same payroll deductions that apply to University’s non- academic administrative employees.

4. Benefits

A. So long as Assistant Coach is fifty percent (50%) FTE or over they may
participate in University’s group insurance and retirement programs and shall be eligible to
participate in the voluntary payroll deduction programs on the same basis and with the same
employer contributions which apply to University’s non-academic administrative employees.

B. Assistant Coach shall be entitled to 15 days of vacation leave annually to be used

at his/her discretion, so long as the usage of vacation time does not interfere with the duties
described in this contract. Unused vacation time shall not be carried forward in the event of
contract non-renewal and will not be paid out upon separation of employment. Assistant Coach
is further entitled to sick leave pursuant to policies and procedures set forth in the University’s
Regulations Library (“Regulations Library”), Policy 5-200. Assistant Coach must report all sick
time to his/her immediate supervisor.

C. The Athletics Department may provide Assistant Coach with the use of certain
electronic devices (e.g., cellular telephone, laptop computer, iPad, etc.). Upon termination of this
Agreement by either party for any reason, Assistant Coach shall immediately return all such
devices to the University.

D. The Athletics Department will provide Coach with a monthly stipend of $600.00
for coach to use toward the purchase/lease of an automobile to be used for work related business.
The stipend will be paid quarterly. To receive the stipend, Coach must complete the University
Risk Management safe driving course every two years, must purchase and maintain appropriate
insurance on the vehicle, and must comply with all requirements listed in the “Auto Insurance
Provisions”, “Personal Vehicles”, and “Rental Car Insurance Provisions” sections of the Risk
Management website at [Link]/risk_management located under the “Vehicle” tab.

5. Assistant Coach’s Duties and Expectations.

A. In consideration of the annual salary and other benefits, Assistant Coach promises
and agrees as follows:

2
 1. To faithfully and conscientiously, and within the budget allocated,
perform the administrative duties stated herein and as directed by head coach, and as may be
assigned by the Athletics Director or his designee;

2. To devote full-time attention, and energy to the duties of Assistant Coach

as required herein and to avoid any business or professional activities or pursuits that would
prevent Assistant Coach from devoting full-time to performance of the duties under this
Agreement, unless otherwise approved by the Athletics Director or designee; or that would
embarrass University or detract in any manner from the duties outlined herein;

3. To know and comply with University Policy, the rules of the National
Collegiate Athletic Association (“NCAA”) and any athletics conference to which the University
belongs (currently the Big 12) (the “Conference”), as now constituted or as may be amended.
Assistant Coach shall advise the Athletics Director or designee if they believe that any violations
of these rules have occurred or may occur.

4. To meet during the year with the Athletics Director, Sport Administrator,
and/or the Director of Compliance and discuss his/her rules compliance-related activities for the
past year.

5. To observe and uphold all University academic standards and to comport

himself/herself with honesty and sportsmanship at all times.

6. To enhance the student-athletes’ experience and to insure a positive and

safe environment for student-athletes. In this regard, Assistant Coach agrees and acknowledges
that a background check (including a search for criminal and non-criminal behavior) will be
conducted annually.

B. The Athletics Director or designee may at their discretion assign specific duties
and/or expectations as deemed necessary for Sport. Such duties and/or expectations shall be
incorporated into the contract as part of Assistant Coach’s consideration for compensation and
benefits, as well as renewal of employment agreement.

6. Representations by Assistant Coach.

Assistant Coach hereby represents that, except as otherwise disclosed to the Athletics
Director in writing prior to the date of this Agreement, the following statements are true and
accurate:

a. Assistant Coach has never been convicted of, or pled guilty to, a
misdemeanor or felony in any jurisdiction;
b. Assistant Coach has never been disciplined, reprimanded, or sanctioned by
the NCAA or any athletic conference;
c. Assistant Coach has never provided an impermissible benefit to a student-
athlete as prohibited by NCAA rules;
d. to the best of Assistant Coach’s knowledge, while serving as a coach of
any NCAA sponsored intercollegiate athletic program, Assistant Coach
has not violated any NCAA rules;

3
 g. the qualifications and experience described on Assistant Coach’s
resume/biography, which is attached hereto as “Appendix B” are true and
accurate in all material respects; and
h. Assistant Coach has never engaged in any other action or conduct that
would reflect adversely on the good name and reputation of the University
or that could cast the University in a negative light.

Any misrepresentation with respect to the foregoing shall constitute conduct which
allows the University to terminate this Agreement for Cause.

7. Authorization to Investigate Background.

Assistant Coach authorizes the University to undertake, at any time during the Term,
such investigation as it may deem necessary or advisable concerning Assistant Coach’s
background, credentials, education and past employment. Assistant Coach agrees to execute any
authorization that may be required to authorize a disclosure to the University of records which
the University deems pertinent to its due diligence investigation of Assistant Coach.

8. Terminations for Cause.

A. University has the right to terminate this Agreement for cause. Cause includes
but is not limited to the following:

1. A material violation of the duties set forth in this Agreement or refusal or

unwillingness to perform such duties in good faith and to the best of Assistant Coach’s abilities;

2. A misrepresentation of any of the affirmative statements made to the

University in Section 6 above.

3. A material violation by Assistant Coach of any of the other terms and

conditions of this Agreement;

4. Any conduct of Assistant Coach that constitutes moral turpitude, or which

would tend to bring public disrespect, contempt, or ridicule upon University;

5. Any conduct toward student-athletes that is demeaning or abusive and/or

fails to protect the health, safety or wellbeing of the student-athletes;

6. A deliberate or serious violation of any University, Conference, or NCAA

rule which may, in the sole judgment of University, reflect adversely upon University or its
athletics program;

7. Absence from duty without University’s consent;

8. Failure to positively represent University and University’s athletic

programs in private and public forums; and

9. A conviction of, or plea of guilty or nolo contendere to, (a) a felony, (b) a

4
crime involving moral turpitude, or (c) a criminal act which would tend to bring public
disrespect, contempt, or ridicule upon the University.

B. The Athletics Director shall have administrative authority to permanently or

temporarily suspend Assistant Coach with or without pay for cause.

C. In the event University terminates this Agreement for cause prior to the end of
this Agreement, all obligations of University to make further payments and/or to provide other
consideration hereunder shall cease.

D. University shall not be liable to Assistant Coach for any liquidated damages, or
loss of any collateral business opportunities or any other benefits or income from any other
sources.

9. Termination Without Cause.

A. Notwithstanding any other provision of this Agreement, this Agreement shall

terminate automatically if Assistant Coach dies or becomes totally or permanently disabled (as
defined by University) such that Assistant Coach cannot perform the duties of his/her position
with or without reasonable accommodation. Upon such termination, all obligations of University
to make further payments and/or to provide other consideration hereunder shall cease except
those obligations to which Assistant Coach is entitled as part of their university benefits package.

B. University may terminate this Agreement at any time after commencement of this
Agreement.

1. In the event University terminates this Agreement without cause (other

than as provided in paragraphs 8 and 9.A above), University shall pay Assistant Coach Seventy-
Five Percent (75%) of the Compensation set forth in Paragraph 3.A above through the term of
the Agreement as if the Agreement were still in effect unless the Agreement has become a Day-
to-Day Contract as set forth in section 2.B above, in which case University shall pay Assistant
Coach for 10 business days as set forth in section 2.B. If such termination occurs within 30 days
of Agreement expiration, University agrees to compensate Assistant Coach for up to 10 business
days beyond the Term of the Agreement. University shall not be liable for any liquidated
damages or loss of any collateral business opportunities or any other benefits or income from any
sources that might ensue as a result of University’s termination or this Agreement without cause.

2. The parties have bargained for and agreed to the foregoing damages
provisions giving consideration to the fact that Assistant Coach will lose the benefits set forth in
Paragraph 4 above, and may lose certain other benefits including supplemental compensation or
outside compensation relating to their employment at University, which damages are extremely
difficult to determine with certainty, or fairly, or adequately. The parties further agree that
payment of such damages by University and acceptance thereof by Assistant Coach shall
constitute adequate and reasonable compensation to Assistant Coach for damages and injury
suffered because of such termination by University.

3. Continued payment of the damages set forth in this section are contingent
upon Assistant Coach’s maintaining a positive public message concerning the University, the

5
Athletics Department, the Sport, and the University’s employees. Should Assistant Coach
engage in disparaging and/or negative public remarks regarding the same after termination of
this Agreement, the University continuing obligation to pay compensation under this section
shall cease.

4. Notwithstanding the damages provisions, Assistant Coach agrees to seek

and obtain another employment position appropriate for his/her skill set (i.e. coaching,
broadcasting) and to provide the University upon request with evidence that they are seeking
such employment. Should Assistant Coach obtain employment prior to the expiration of the
Term, the University’s obligation to make payments to Assistant Coach will be offset by the total
compensation earned by Employee from such applicable new position. Assistant Coach is also
obligated to make a good faith effort to obtain the maximum reasonable salary for such
applicable new position, as evidenced by the salaries for comparable positions with analogous
factors and circumstances.

10. Voluntary Termination by Assistant Coach

A. Assistant Coach may voluntarily terminate this agreement upon thirty (30) days
written notice to the University. In the event Assistant Coach voluntarily terminates his/her
employment with the University during the Term of this Agreement, the University shall be
discharged of any and all further obligations under this Agreement to Assistant Coach. The
University shall further be entitled, as its sole remedy, damages only as provided in Paragraph
10.B.

B. In the event that Assistant Coach's voluntary terminates his/her employment with
the University in order to assume another college or professional coaching position, except for a
head coaching position, Assistant Coach shall pay the University as liquidated damages the
following amounts:

(1) Assistant Coach will pay to the University an annual amount for each year (or
partial year on a pro-rated basis) of the Term remaining equal to 75% of the compensation
amount set forth in Paragraph 3(A)(l) above; or,

C. Assistant Coach shall pay such liquidated damages in lieu of any and all other
legal remedies or equitable relief available to the University. This obligation shall may paid in
monthly installments or in a lump sum (at the discretion of the Assistant Coach). The Parties
have bargained for and agreed to the foregoing liquidated damages provision, giving
consideration of the fact that voluntary termination by Assistant Coach prior to the end of the
Term may cause the University to incur certain losses and expenses, which damages are
extremely difficult to determine with certainty or fairly or adequately. The Parties agree that the
liquidated damages provided for are not a penalty but are adequate and reasonable compensation
to the University for any damages suffered because of the termination of this Agreement. The
University shall have no obligation to mitigate damages if Assistant Coach voluntarily
terminates his employment with the University.

6
11. Buy Out.

The parties acknowledge that Assistant Coach is obligated to pay a liquidated damages
fee to his former employer, the Washington State University (hereinafter “WSU”). The
University of Utah will pay to WSU the liquidated damages amount of approximately $16,000
owed under the Assistant Coach’s contract with WSU. Should Assistant Coach terminate their
Agreement with the University of Utah before the end of the Term, Assistant Coach will be
obligated to reimburse the University this amount as part of his obligation under Paragraph 10 of
the Agreement.

12. Force Majeure.

In the event that Assistant Coach’s day-to-day responsibilities become materially

diminished due to the cancelation, postponement or significant reduction of a competitive season
as the result of an act of God, act of nature, epidemic/pandemic, war, act of a governing
regulatory body (including but not limited to the NCAA or any governing athletic conference),
or any other circumstance outside the control of either party (an “Event of Force Majeure”), the
University’s Athletics department will have the right in University’s sole discretion to terminate
this Agreement and/or to furlough Assistant Coach. Notwithstanding any provision to the
contrary in this Agreement, in the event University terminates this Agreement pursuant to this
section, (i) Assistant Coach will receive thirty (30) days’ written notice of such termination and
(ii) the provisions of section 9 shall not apply and no further compensation shall be owed to
Coach beyond the thirty-day notice period. Notwithstanding any provision to the contrary in this
Agreement, in the event of a furlough of Assistant Coach pursuant to this section of this
Agreement, no compensation shall due to Assistant Coach for such furlough period, but
compensation shall recommence once the furlough has been lifted. Any such furlough shall not
change the Termination Date of this Agreement.

13. Outside Employment.

Assistant Coach agrees not to personally, or through any agent, actively seek, negotiate
for, or accept other full-time or part-time employment of any nature during the term of this
Agreement without first having obtained written consent from Sport Administrator. Assistant
Coach acknowledges that the University’s multi-media rights partner (currently JMI) holds the
right to coordinate third-party and third-party product endorsements by the University, its
athletics director and its coaches. Therefore, Assistant Coach will not engage in any outside
employment involving third-party or third-party product endorsements except as coordinated by
the University’s multi-media rights partner.

14. Acknowledgement of Agreements with Outfitter and Multi-Media Rights Partner.

Assistant Coach acknowledges that the University has entered, or will enter, into an
official outfitter agreement (“Outfitter Contract”) and a Multi-Media Rights Agreement (“MMR
Contract”) (collectively the “Contracts”). The Contracts/will require the University to grant
certain rights, and to incur certain obligations. Assistant Coach agrees to support the University’s
obligations under the Contracts and to take no actions that would cause the University to be in
breach of the Contracts. Assistant Coach acknowledges that the rights and obligations of the

7
Contracts may change from time to time and agrees to abide by the terms of any revised or
superseding Contracts.

15. NCAA Provisions.

A. Assistant Coach acknowledges that they have an affirmative obligation to

cooperate fully in the NCAA infractions process, including the investigation and adjudication of
a case. Such cooperation includes cooperation with any internal University investigation, but also
cooperation with NCAA staff at all levels of the enforcement and appeals process. The NCAA’s
requirements for full cooperation are outlined in Bylaw 19.2.3.

B. Assistant Coach understands and agrees that in the event Assistant Coach is found
in violation of NCAA regulations Assistant Coach shall be subject to disciplinary or corrective
action as set forth in the provisions of University Policy, Conference rules and NCAA
enforcement procedure. Assistant Coach stipulates that the Assistant Coach may be suspended
for a period of time, without pay, or that this Agreement may be terminated if Assistant Coach is
involved in a deliberate or serious violation of NCAA, Conference, or University regulations.

C. Pursuant to NCAA Bylaw 11.2.2, to the extent Assistant Coach receives any
athletically relate income or benefits from sources outside the institution, (e.g., income from
endorsements, consultation contracts, or foundations/organizations/entities owned or controlled
by the Assistant Coach) which income aggregated from all sources exceeds the value of $600,
Assistant Coach must report such sources and amounts to the University president on an annual
basis.

D. Assistant Coach is required to meet during each academic year with the Athletics
Director, Sport Administrator, and/or the Director of Compliance and discuss his/her NCAA
rules compliance-related activities for the past year. Assistant Coach must receive satisfactory
annual evaluations in order to receive any raises or bonus determinations contemplated by this
Agreement.

16. Discipline.

If Assistant Coach is terminated for cause or receives other discipline pursuant to this
Agreement, Assistant Coach may appeal to the Chief Human Resources Officer or designee by
providing the Chief Human Resources Officer a written statement of his/her appeal within five
business days of the disciplinary action. The decision of the Chief Officer on the appeal is final.
General University grievance procedures do not apply to actions taken pursuant to this
Agreement. There is no right to appeal from termination without cause or non-renewal of this
Agreement or in the event this becomes a Day-to-Day contract.

17. University Policy and Procedure.

This Agreement contains the primary understanding between the University and the
Assistant Coach. However, Assistant Coach shall be required to know and abide by any
additional and consistent terms of the University’s Regulations Library. To the extent that any

8
terms between this Agreement and the Regulations Library conflict, the terms of this Agreement
shall govern.

18. University Materials.

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

recruiting records, team information, films, statistics or any other material furnished to Assistant
Coach by the University or developed by Assistant Coach on behalf of the University or at the
University’s direction or for the University’s use in connection with Assistant Coach’s
employment hereunder are and shall remain property of the University. In the event of
termination of this Agreement as provided herein, Assistant Coach shall immediately deliver or
cause any such materials to be delivered to the University. Assistant Coach may request copies
of University records relating to the (include sport) Program, which request shall not be
unreasonably withheld.

19. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Utah
without reference to Utah choice of law provisions. The site of any lawsuit brought pursuant to
this Agreement shall be Utah.

20. Severability.

If any provisions of this Agreement shall be determined to be void, invalid, and

unenforceable or illegal for any reason, it shall be ineffective only to the extent of such
prohibition and the validity and enforceability of all remaining provisions shall not be affected
thereby.

21. Entire Agreement; Modifications; Assignment.

This Agreement embodies the entire understanding between the Parties with respect to
the subject matter hereof and supersedes and replaces any previous oral or written agreements
between the Parties concerning the same subject matter. This Agreement may not be modified,
canceled or superseded except by written instrument signed by both parties. The Agreement is
personal to the parties and may not be assigned.

9
EMPLOYEE:

12/12/2024
by:
Mark Atuaia
Assistant Coach, Football

UNIVERSITY OF UTAH: UNIVERSITY OF UTAH:

12/12/2024 12/12/2024
by: by:
Jeff Rudy John Jentz
[Link] for Administration Deputy AD– CFO

10
 Appendix A

EXCELLENCE ACHIEVEMENT PLAN

The University shall pay Assistant Coach the incentive-based compensation below if the

following events occur during the Term of this Agreement:

1. Conference Championship Game (highest applies; not cumulative)

 Championship Game participation $7,500, OR
 Conference Championship Game win $12,500

2. Bowl Games & College Football Playoff (highest applies; not cumulative)
 Non-CFP Bowl Game
o Non-CFP Bowl Game Participation $10,000, OR
o Non-CFP Bowl Game win $15,000
OR

 College Football Playoff

o Participant 1.25 month salary, OR
o Quarterfinal Participant 1.50 month salary, OR
o Semifinal Participant 1.75 month salary, OR
o Championship Game Participant 2.00 month salary, OR
o Champion 2.50 month salary

11
 Appendix B

RESUME/BIOGRAPHY

12