Florida Agricultural and Mechanical University Board of Trustees Action Item Meeting Date Agenda Item: Item Origination and Authorization Policy. Regulation Award of Bid_ Budget Amendment Change Order_ Resolution Contract Grant Other Action of Board Approved_ Approved w/ Conditions Disapproved Continued Withdrawn Subject: Offer of contract of employment to Charlie Ward, Jr. as the University's Head Coach for Men's Basketball Rationale: This is an offer to Charlie Ward, Jr. to become Head Men's Basketball Coach for Florida A&M University for a period of five years at the following salary: Year 1 (2025-26) - $175,000 Year 2 (2026-27) - $185,000 Year 3 (2027-28) - $195,000 Year 4 (2028-29) - $205,000 Year 5 (2029-30) - $215,000 Under the proposed employment agreement substantially in the form of Exhibit A attached hereto subject to the review and approval of the President of the University and the Office of the General Counsel. FLORIDA A&M UNIVERSITY HEAD COACH, MEN'S BASKETBALL EMPLOYMENT: AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement') is entered into by and between Florida Agricultural and Mechanical University ("FAMU" or "University"), on behalf of the FAMU Board of Trustees, (the "University") and Charlie Ward, Jr. ("Ward" or "Coach"). The University and Ward are collectively referred to as "Parties.' RECITALS WHEREAS, the University needs the services of an athletic coach to coach the University's men's basketball team; and WHEREAS, Ward represents that he meets the University's qualifications for the position of Head Coach of Men's Basketball and is available for employment in this capacity with the University; and WHEREAS, the Parties desire to set forth the terms of their Agreement in writing. In consideration of the mutual covenants, promises and conditions in this Agreement, the University and Ward agree as follows: TERMS 1.0 GENERAL EMPLOYMENT TERMS 1.1 Subject to the terms and conditions for employment with the University as provided in this Agreement, the University employs Ward as Head Coach of the Men's Basketball team ("Sports Team") with the University's intercollegiate men's basketball program ("Program"), and Ward understands, agrees to and accepts the terms and conditions for employment as outlined in this Agreement, including, without limitation to the U.S. and Florida Constitutions and laws as constitutionally permissible, S 1012.80, Florida Statutes, the rules, regulations, policies and procedures of the Florida Board of Governors and the University as now existing, amended, or hereafter promulgated. 1.2 Ward shall work under the direct supervision of the Director of Intercollegiate Athletics of University ("Athletics Director") or the Athletics Director's designee, and shall confer with the Athletics Director on all matters requiring administrative and technical decisions. Ward shall be under the overall general supervision of the President of the University. The Athletics Director and Ward shall confer with the President, if a problem cannot otherwise be resolved between the Athletics Director and Ward. 1.3 Ward shall lead, recruit for, manage, supervise and promote the Men's Basketball Team and Program, and perform such other duties in the University's intercollegiate athletic program as may be assigned during the term of this Agreement and any extensions hereof. 2.0 TERM 2.1 THIS AGREEMENT IS SUBJECT TO REGULATION 10.106 OF THE FLORIDA A&M UNIVERSITY BOARD OF TRUSTEES AND FLORIDA STATUTES, S 215.425/4)(a)1. Head Men's Basketball Coach Employment Agreement with Ward Page 1 of 16 2.2 This appointment shall commence on 2025 and terminate on June 30, 2030, without further notice to Coach, unless terminated sooner as set forth in Section 5.0 herein. For the purposes of this Agreement, the Total Term shall consist of two (2) Contract Years defined as follows: each contract year (except for year one which shall commence on signing of this Agreement) during the Total Term hereof shall begin on July 1 and end on the following June 30, unless this Agreement is otherwise modified or terminated by the Parties in accordance with the requirements set forth in this Agreement. Ward hereby accepts such employment on the terms and conditions set forth in this Agreement. 2.3 As of the signing of this Agreement, Ward acknowledges and represents that he has not been made any representations, oral or written, by any employee, representative or agent of the University that modify, conflict with, and/or vitiate the Terms of this Agreement. This Agreement (i) shall supersede and replace any and all other prior or existing oral and/or written representations, known or unknown agreements, made to Ward by any employee, representative or agent of the University, if any, between the University and Ward and (ii) any and all such prior or existing oral or written representations or agreements, if any, are null, void, and of no further force or effect. 2.4 The Parties agree that should another employment opportunity be presented directly or indirectly to Ward and/or any individual, firm, or entity acting on his behalf or should he be interested in other employment during the term of this Agreement, he shall notify the Athletics Director or his/her designee of such opportunity or interest before any substantive discussions can be held by Ward and/or any individual or entity acting on his behalf with any potential employer. This provision is essential to this Agreement and violation hereof may be considered cause for termination, pursuant to Section 5.0 below of this Agreement. 2.5 This Agreement is renewable solely upon an offer from the University President and acceptance by Ward, both of which must be in writing and signed by respective the Parties. This employment in no way grants Ward a claim to tenure in employment, or any years of employment attributable to tenure within the University. 2.6 Ward acknowledges and accepts that this Agreement shall be approved by the University Board of Trustees in order for his employment to become effective and that the University Board of Trustees has the authority to amend or alter the terms of this Agreement after it has been presented to him at any duly authorized University Board of Trustees meeting before this Agreement has been approved by the University Board of Trustees. 3.0 COMPENSATION & OTHER BENEFITS. 3.1 Annual Salary. In consideration for services and satisfactory performance of the conditions of this Agreement by Ward, the University promises to provide Ward an annual salary as follows: Year 1 (2025-26) - $175,000 Year 2 (2026-27) - $185,000 Year 3 (2027-28) - $195,000 Year 4 (2028-29) - $205,000 Year 5 (2029-30) - $215,000 (in biweekly installments minus customary payroll deductions). The University's performance and obligation to pay under this Agreement is contingent upon the availability oft funding and funds budgeted and approved annually by the University's Board of Trustees for its purposes. It is agreed that the compensation sO paid shall be subject to the same Head Men's Basketball Coach Employment Agreement with Ward Page 2 of 16 payroll eductonslwtnholcings that apply to the University's Administrative & Professional ("A&P") employees, and as required by applicable state and federal laws and University rules, regulations and policies. 3.2 Complimentary Tickets. Ward shall be entitled to twelve (12) complimentary tickets provided to him from the University, at no charge, for each individual University home game sporting event. 3.3 Cell Phones. Ward will receive a cellular telephone or cellular telephone stipend in accordance with appropriate statutes, rules, regulations, policies, and procedures. 3.4 Travel Expenses & Car Allowances. Ward shall receive reimbursement for travel expenses. In addition, Ward will be provided with a courtesy vehicle upon availability only and in accordance with University regulations, policies and procedures and/or state law. Fuel, insurance and maintenance of the business vehicle shall be pursuant to University regulations and policy and state law. 3.5 Benefits. Ward is employed by the University as an FLSA exempt A&P employee with employment terms governed by this Agreement. Ward agrees that he shall be subject to the same University regulations, policies and payroll practices applicable to A&P employees, unless expressly waived or superseded by the terms of this Agreement. Ward acknowledges that all regular A&P employment benefits may be adjusted from time to time as provided by the State of Florida andlor the University. A. Standard University Fringe Benefits. Ward shall be entitled to the standard University benefits provided to other regular, full-time, non-tenure earning, at-will- employees of the University in the A&P classification, including group insurance, vacation with pay, retirement programs, etc., and shall be eligible to participate in voluntary payroll deduction programs on the same basis and with the same employer contributions that apply to the University's A&P employees. The University shall not be responsible for any other compensation or monetary benefits to Ward of any kind unless it is specifically set forth herein. B. Performance Incentives (if earned). While Ward is serving as Coach, the University will compensate Ward each performance incentive Ward meets. Ward agrees that the University has 120 (one hundred and twenty) days to pay the compensation for an incentive after it has been met. Specifically, Ward's Performance Incentives are attached hereto as Exhibit "A": (1) Basketball Summer Camps: Ward, subject to state law, the NCAA, and University rules, regulations, policies and procedures, may conduct and run summer youth basketball camps beginning in the summer of 2025. Ward shall have the opportunity to use University facilities to house and conduct these camps in accordance with University regulations, policies, and procedures applicable to facility use and summer camps. The University does not guarantee or provide any supplemental compensation for the operation of on- campus summer camps. The use of the proceeds/monies from the camps by Ward shall be subject to state law and University regulations and policies. The University shall approve the use of the proceeds/monies from the camps as income to Ward and any assistant men's basketball coaches, to the extent allowable under state law or University rules, regulations and policies. Ward acknowledges that he and any other University employees assisting in such camps shall be required to take annual leave while conducting such summer basketball camps for compensation. Head Men's Basketball Coach Employment Agreement with Ward Page 3 of 16 C. Outside Employment. While Ward is employed as Coach at the University, he shall have the opportunity to pursue and engage in outside commercial endorsement activities and personal appearances that he secures on his own initiative including, but not limited to, radio shows, television appearances, personal appearances representing the University Program, apparel and footwear endorsements. These outside activities and appearances shall not conflict with any of the duties or activities referenced in this Agreement, nor shall they conflict with University rules, regulations, policies, and procedures, the NCAA, or the Conference. Such activities are independent of Ward's employment with the University and the University shall have no responsibility or liability for any claims arising therefrom. Further, Ward shall obtain prior written consent from the Athletic Director before pursuing any outside activity as set forth in FAMU Regulation 10.122. If such employment is approved, Ward hereby agrees: (i) Such outside activities shall not interfere with the full and complete performance by Ward of the duties and responsibilities as provided herein; (i) Not to accept or receive directly or indirectly any monies, benefit or any other gratuity from any person, corporation, representatives or athletic interests (as defined in NCAA Bylaw 6.4.2), FAMU Boosters or National Alumni Association or benefactor, if such action could violate the Conference, NCAA or University rules, procedures or regulations; and (ii) To report as directed to the President and Athletics Director in writing annually or more frequently if requested by the University, all athletically related income and/or benefits he receives from sources outside the University during the term of this Agreement. The University shall have reasonable access to all records of Ward necessary to verify such reports and Ward's compliance with this provision. D. Media. Ward shall maximize radio and television coverage favorable to the University. He is entitled to receive remuneration for such appearances, for any endorsements, or public presentations only after securing prior written consent as noted in Section 3.0 hereof. Ward shall promote the Sports Team and Program in a positive manner and will also create goodwill with the outside sponsors of these appearances. The Parties agree that the University shall own all rights in and to the master game tapes and highlight tapes produced in connection with these appearances. E. peechesAppearances. Ward shall be entitled to deliver, make and grant speeches, appearances, and media interviews as well as write and release books, magazines and newspaper articles or columns and to retain any and all income derived therefrom. However, any and all speeches given pursuant to this subsection must be given by' Ward in his individual capacity, and not in his official capacity as a University employee. It is also expressly understood and agreed that this subsection does not pertain to any speech or appearance at a Universily-sponsored function. Any and all activities performed hereunder shall be subject to and carried out in accordance with Florida Board of Governors and FAMU intellectual properly regulations, policies and procedures. 4.0 COACH'S DUTIES 4.1 In consideration of the annual salary and other benefits, Ward promises and agrees to be held directly accountable for the Sports Team's budget, scheduling, recruiting and training and other duties as follows, Ward shall: Head Men's Basketball Coach Employment Agreement with Ward Page 4 of 16 4.1.1 Faithfully and conscientiously devote best efforts to perform coaching duties stated herein and assigned by the Athletics Director and the President within the budget allocated; 4.1.2 Devote full-time attention and energy to the duties of Head Men's Basketball Coach as required herein to the administration, management and promotion of the University's Sports Team and Program and in such manner as to reflect positively on the University's image and reputation; and to avoid directly or indirectly any business, professional or personal activities or pursuits that would detract from or prevent him from devoting full-time to performance of the duties under this Agreement or that would embarrass the University or detract in any manner from the duties outlined herein including criminal arrests, prosecutions, convictions andlor guilty or nolo contendere pleas to first degree misdemeanors or any felonies; 4.1.3 Know, recognize, comply with and monitor compliance by student-athletes and assistant coaches with the laws, rules, regulations, policies and procedures governing the University and its employees, including, but limited to, Title IX, the constitution, by-laws and rules of the NCAA and the Conference, or any other conference or organization the University becomes a member of during the term of this Agreement, as now constituted or as they may be amended during the term hereof. Ward shall immediately advise the President, Athletics Director, and Vice President of Audit and Compliance if he has reason to believe that a violation(s) has occurred or will occur and shall fully cooperate in any investigation of possible Conference or NCAA violations conducted or authorized by the University, the Conference or NCAA; 4.1.4 In accordance with NCAA Bylaw 11.1.2.1, as now or hereafter amended, Ward shall promote, supervise and ensure that the assistant coaches and any other employees for whom he is administratively (directly or indirectly) responsible, comply with the aforesaid policies, rules, and regulations. Ward shall immediately advise the President, Athletics Director, and Vice President of Audit and Compliance if he has reasonable cause to believe violations have occurred or will occur and fully cooperate in any investigation of possible Conference or NCAA violations conducted or authorized by the University, Conference or NCAA; 4.1.5 Administer, manage and lead the Sports Team and Program in such a manner as to allow the Sports Team to effectively compete in the Conference and the NCAA men's basketball games, events and/or athletic programs; 4.1.6 Develop programs and procedures, in conjunction with the Office of Academic Services, with respect to the education, evaluation, recruitment, training, and coaching of student-athletes to compete successfully in academics and athletics while assuring the welfare of student-athletes; 4.1.7 Adhere to and observe the academic standards, requirements and policies of the University, Conference and NCAA in regard to the recruiting and eligibility requirements of prospective and current student-athletes for the Sports Team; and promote an environment in which admissions, financial aid and academic services for student-athletes and recruiting can be conducted consistent with the University's mission. Ward and members of the Men's Basketball coaching staff, including assistant coaches, shall observe the University's academic standards, requirements and policies, at all times and shall not compromise or violate such at any time; Head Men's Basketball Coach Employment Agreement with Ward Page 5 of 16 4.1.8 Encourage student-athletes to perform to their highest academic potential, which shall be evaluated by Academic Progress Rates, obtain the highest grades possible, and graduate timely, and work in cooperation with and support of the University's faculty, academic advisors and administrative officials to ensure that all student-athletes academic requirements are met; 4.1.9 Maintain and cultivate effective relations with the Conference, NCAA, University alumni, media, public, students, faculty, staff and friends of the University with respect to the University's Sports Team; 4.1.10 Perform all other duties customarily performed by Head Men's Basketball Coaches of commensurate rank serving other Conference and NCAA member institutions; 4.1.11 Schedule yearly intercollegiate games subject to the final approval of the Athletics Director; 4.1.12 Provide evaluations of the intercollegiate Sports Team and assistant coaches to the Athletics Director within forty-five (45) days after the last game of the season; and 4.1.13 Perform all other duties as assigned by the President and/or Athletics Director. 4.2 Ward shall maximize radio and televisions coverage favorable to the University, but shall receive remuneration for such appearances, for any endorsements, or public presentations only upon securing prior written consent as noted in Section 3.0 hereof. 5.0 TERMINATION OF EMPLOYMENT & OTHER DISCIPLINARY ACTIONS. The Parties acknowledge and agree that the services Ward will provide as Men's Head Basketball Coach are the essence of this Agreement. The Parties recognize that, except as provided herein, separation of Ward's employment is governed by the University's regulations and policies. A. Prohibited Activities. In addition to the University's regulations and policies, the following is a non-exclusive list of prohibited activities or omissions that, if violated, may lead to discipline for Ward including, but not limited to, suspension for a period of time with or without pay or termination of employment of this Agreement for cause: 1. Failure or refusal by Ward to materially comply with any of the terms of this Agreement, neglect by Ward of any of the duties required by this Agreement, an unwillingness to perform such required duties to the best of Ward's ability, or any other material breach of this Agreement; 2. Any violation by Ward or failure by Ward to report such a violation of which he becomes or reasonably should have become aware of by any assistant coach, staff members, student-athlete or any other person under Ward's supervision and/or control of the Athletic Requirements, or misleading or failing to timely and accurately respond to any reasonable requests or inquiries by the NCAA, Conference, University or any other governing body concerning or related to the supervision of the Program, or failure of any other University sport program to maintain the minimum single and multi-year APRs required of such programs by the NCAA; Head Men's Basketball Coach Employment. Agreement with Ward Page 6 of 16 3. Engaging in conduct which, in the sole determination of the University, violates any law including, but not limited to, Title IX, or University regulation or policy; or engaging in any other conduct which, in the sole determination of the University is contrary to or adversely affects the mission, operations, or reputation of the University, including, but not limited to, acts of dishonesty, misrepresentation, fraud, violence, the abuse of alcohol drugs, domestic violence or spousal abuse, or other acts of violence, assault, or moral turpitude. Also, any conduct that results in a plea of guilty or nolo contendere by Ward for any crime (except for minor traffic offenses), or criminal charge for which adjudication or prosecution was deferred or withheld (except for minor traffic offenses); 4. Directing or otherwise instructing any coach, assistant coach, student-athlete, or any other individual to mislead, or to fail or refuse to respond or provide information or documents in response to any reasonable requests or inquiries by the NCAA, Conference, University or any other governing body concerning or related to the Program or any other college or university athletics program with which Ward may have been involved in the past; 5. Failure to supervise the assistant coaches and other coaching staff in a manner to prevent the NCAA, Conference or Title IX violations; 6. Failure or refusal by Ward to report immediately to the University's NCAA Compliance Officer when Ward knows or should have known or has reasonable cause to believe any of the following events have occurred, or are about to occur: (a) Any member of a Program, including, but not limited to, any student-athlete, coach, assistant coach, or staff member, has or may have violated, or allowed or caused to be violated, any Athletic Requirements, law or University regulations or policies, or has engaged in any serious or intentional violation of the law, or the University's regulations or policies; (b) The Conference or NCAA intends to investigate or review any alleged violations of Athletic Requirements by the Program or other University sport program; or (c) Any student, faculty or staff member, agent of the University, or any outside individual reportedly acting on behalf of the University who has a direct relationship with Ward has, or may have, violated, or allowed or caused to be violated, or is alleging to know of a violation of any Athletic Requirements, law or University regulation or policy; 7. Significant or repetitive violations or major violations of any by-law, rule, regulation, policy or procedure of the Conference or NCAA, which may adversely affect the University's Sports Team or could result in the University being placed on probation or punished in any manner by the Conference or NCAA; 8. Any fraud or dishonesty by Ward while performing the duties required by this Agreement, including, but not limited to, falsifying, altering or otherwise fraudulently preparing any document(s) or record(s) of, or required by, the University, NCAA, or Conference pertaining to recruits or student-athletes, transcripts, eligibility, forms, compliance reports, financial or expense reports, or any document pertaining or related to the Program; 9. If Coach is found in violation of Conference or NCAA regulations, while employed by the University or during prior employment at another NCAA member Institution, Ward shall be subject to disciplinary or corrective action by the University as set forth in the Head Men's Basketball Coach Employment Agreement with' Ward Page 7 of 16 provisions of the NCAA enforcement procedures. In addition, Coach may be suspended for a period of time, without pay, or Ward's employment may be terminated if Ward is found to have been involved in significant or repetitive violations of the NCAA, Conference or University rules, procedures or regulations; 10. Engaging in, assisting, encouraging, or soliciting others to engage in bookmaking, illegal gambling, or betting of any type involving any intercollegiate or professional athletic contest; 11. Possession, use, sale or manufacture of any narcotics, drugs, or other controlled substances or steroids or other chemicals in a manner prohibited by law or applicable Athletic Requirements, or allowing, encouraging, or condoning the possession, use, sale, or manufacture of any narcotics, drugs, or other controlled substances or steroids or other chemicals by any student-athlete, coach, assistant coach, or staff member, in a manner which is prohibited by law or by Athletic Requirements, ort failure or refusal to fully participate and cooperate in the University's implementation and enforcement of any drug/alcohol testing program; 12. Engaging in conduct that is unlawful; conduct that constitutes moral turpitude as defined by state or federal statutes or as adjudicated by a court of competent jurisdiction or administrative tribunal; conduct in violation of anyf federal or state law, rule, regulation, policy or procedure; conduct in violation of any rule, regulation, policy or procedure of the Conference, NCAA, University or Florida Board of Governors; or conduct seriously prejudicial to the best interests of the University or its Sports Team; 13. Failure to fully and accurately report all additional sources of income in accordance with law, Athletic Requirements, University rules, regulations and policies, and this Agreement, or any other conduct by Ward that, in the sole judgment of the University, reflects adversely on the University, including, but not limited to, information learned by the University after executing this Agreement that Ward was found to have violated Athletic Requirements at any previous college, university or employer; or 14. Prolonged absence, i.e., at least three (3) consecutives days, from the University without consent from the President or Athletic Director. B. Termination Obligations. 1. Termination by University Without Cause. Notwithstanding paragraph 2.2 above and Section 5.0, B. 2. below oft this Agreement, the University may terminate this Agreement at any time, without cause, by providing Ward with two (2) months written notice of such termination. If, at any time the University desires to terminate without cause, there is less than two (2) months remaining in the Term, the required notice will be reduced to the period remaining in the Term. In the event this Agreement is terminated by the University without cause, Ward's employment with the University shall cease on the effective date of the termination (i.e., the end of the requirement notice period) and after the effective date of termination, Ward shall be entitled to compensation, equal to Ward's remaining regular compensation under this Agreement as if the Agreement had not been terminated as well as any bonuses earned but unpaid at the time of such termination. During the notice period, Ward may be assigned to any other position for which he is qualified to perform. Notwithstanding any other provision of this Agreement, during the notice period Ward's compensation shall be fixed at his annual base salary (as defined in Section 3.1) in effect on the date that the notice of termination is delivered. Except as set forth herein, no further compensation, benefits, or obligations, including, but not limited to, unearned bonuses, Head Men's Basketball Coach Employment Agreement with Ward Page 8 of 16 lump sum or base salary increases, unearned performance incentives or other benefit payments, or any benefits set forth in Section 3.1 of this Agreement, will be due and owing from either party, except as required by law. Notwithstanding paragraph 2.2 above and Section 54.0, B.2 or any other provisions of this Agreement and in no circumstances shall the University's liability for termination without cause, if any, exceed up to twenty (20) weeks, which is prescribed in S 215.425, Florida Statutes, less required deductions and applicable withholdings for federal, state, and local taxes. Any regular compensation due to Ward in excess of amounts provided for under S 215.425, Florida Statutes will be paid for non-University sources. 2. Termination by University for Cause. In the event this Agreement is terminated by the University for cause (as defined herein), Ward's employment with the University shall cease on the date that written notice is delivered, and Ward shall not be entitled to any further compensation or benefits whatsoever, including, but not limited to, bonuses, lump sum or base increases, or any benefits set forth in Section 3.0 of this Agreement. For the purposes of this subsection 2, "cause" shall be defined as any act or omission that amounts to neglect of Ward's duties; grave dishonesty; insubordination or derogatory comments that adversely affect the University, any Program, or the University's athletics department; or a material breach of any University regulation or policy or term of this Agreement, including, without limitation, those activities prohibited under Section 5.0, A. above. "Cause" is further defined to include any reckless or knowing act or omission that is illegal (except for minor traffic offenses), fraudulent or involves moral turpitude or the inability of Ward to perform the duties set forth in this Agreement. 3. Voluntary Termination by Ward Without Cause. In the event this Agreement is terminated by Ward without cause while Ward is serving as Coach, Ward's employment with the University shall cease and Ward shall pay or cause to be paid to the University (i) the $200,000 if Ward accepts a head coaching position at a university in a NCAA Power 4 conference or any coaching position in a professional basketball league or association provided that there is more than 12 months remaining in the term of this Agreement L and (i).$100.000 if Ward accepts a head coaching position within the Southwestern Athletic Conference or such other conference that the University by be a member at that time (the "SWAC"); and (ii) $50,000 if Ward accepts a head coaching position at a university that is not in a NCAA Power 4 conference (and not a member of the SWAC), provided that there is more than 12 months remaining in the term of this Agreement. Any such payments shall be due and payable to the University no later than sixty (60) days after the effective date of termination. The Parties agree that all such payments shall not be deemed a penalty, but rather are liquidated damages to compensate the University for all costs, expenses, and damages incurred by Ward's early termination of this Agreement, which costs, expenses, and damages cannot be predicted or calculated with precision, but which will include, without limitation, the costs of searching for a replacement, assembling new support staff, maintaining continuity within the Programs, and reputational harm. 4. Termination by Ward With Cause. A. In the event this Agreement is terminated by Ward for cause (as defined in subsection 4. C. below), Ward's employment with the University shall cease on the date that written notice is delivered; and B. Ward shall be entitled to compensation equal to Ward's remaining regular compensation under this Agreement as if the Agreement had not been terminated. Head Men's Basketball Coach Employment. Agreement with' Ward Page 9 of 16 Ward agrees to provide the University advance notice of employment elsewhere. No further compensation or obligations, including, but not limited to, position reassignment, will be due and owing from either party, except as required by law. For greater certainty, it is acknowledged and agreed by the Parties hereto that the payment(s) set forth in subsection 5.0, B. 1 shall be Ward's sole remedy in the event of termination of the Agreement for cause by Ward, and Ward is entitled to no other pay, severance or termination pay or any other compensation, remuneration, benefits or other amount from the University, except any incentives that have been earned as of the date of termination under subsection 5.0, B. 1. C. Any payment(s) referred to in subsection 4. A. shall be subject to all such withholdings and other deductions as may be required by any and all applicable county, local or federal law, and University payroll policies. Furthermore, any payment(s) that may become due under subsection 4. A. are conditioned upon Ward's execution of a Release and Separation Agreement in a form to be provided (and acceptable to) the University. Upon termination, Ward shall have no further obligations under this Agreement. Ward shall not be entitled to any other compensation and benefits set forth in this Agreement. Payment made by the University as provided above will be in full satisfaction of all claims. D. For purposes of subsection 4. A. above, "cause" will mean: (i) any failure of the University to pay any of the sums or benefits contemplated under this Agreement when such sums are more than thirty (30) days overdue, provided, however, that Ward has made a written demand to the President that any sums or benefits due under this Agreement be paid and such sums remain unpaid for an additional thirty (30) day period; or (ii) a material breach of this Agreement, provided, however, that Ward gives written notice to the President specifying the alleged material breach and the University fails to cure the alleged material breach (or initiate a cure) within sixty (60) days after such notice. 5. Termination by Death or Disability. The Parties agree that this is a personal service agreement and that in the event of Ward's inability to perform the essential duties of his employment under this Agreement due to incapacity, as certified by two (2) physicians selected by FAMU, or death, this Agreement shall terminate and the University shall have no further financial obligations to Ward, his estate, heirs, representatives or assigns, other than accrued salary and benefits up to the date of his incapacity or death. 6. Other Disciplinary Actions. The University may take other disciplinary or corrective action short of termination for cause in the event of the occurrence of any act or omission that could be grounds for termination for cause or for any act or omission short of a ground for termination for cause including, without limitation, minor or nonmaterial violations of any Athletic Requirements, any term of this Agreement, or University regulations or policies. Other disciplinary or corrective action may include, but is not limited to, suspension without pay for up to thirty (30) days (extendable an additional thirty (30) days upon written notice), suspension with payi for up to sixty (60) days), or other disciplinary or corrective action, which may be authorized by University regulations or policies or the provision of the NCAA enforcement procedures. Head Men's Basketball Coach Employment Agreement with Ward Page 10 of 16 7. Notice and Appeal. In the event the President determines that suspension without pay is warranted, the President will provide Ward with written notice of the basis for the disciplinary action. Ward can appeal the President's decision pursuant to University Regulation 10.206. C. Force Majeure. In the event that three or more games of a single men's basketball season are cancelled due to any causes that are beyond the University's reasonable control and not to its acts or omissions, including such causes as acts of God, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative body, embargo, acts of government (including but not limited to "shelter in place, "travel ban," quarantine" or "shutdown" orders), medical epidemic or pandemic (whether or not already active on the Effective Date of this Agreement), war (whether or not declared), acts of terrorism, labor disturbance, transportation difficulties, or labor shortage or other similar causes, the University reserves the right to lay off, furlough, reassign or temporarily reduce the Coach's salary. In such event, the University will work with the Coach to facilitate access to any University, state or federal benefits programs for the provision of health benefits and unemployment compensation and the University's obligations to further compensate the Coach shall be suspended during such layoff or furlough period." 6.0 REASSIGNMENT OF WARD'S DUTIES. At the discretion of the President and the Athletic Director, Ward may be reassigned from his duties at any time during the existence of this Agreement upon ten (10) days written notice to Ward, provided that such reassignment is based on reasonable business needs and is not arbitrary or capricious. Any such reassignment shall be preceded by at least ten (10) days' written notice to Ward and a good faith discussion regarding the proposed changes. Ward's base salary and benefits under this Agreement shall remain unaffected by any reassignment. The University will not be liable to Ward for the loss of any collateral income, business opportunities or benefits that may result from Ward's reassignment. 7.0 SOLICITATION OF GIFTS. Ward may not solicit or accept personal gifts or cash or items of substantial value or accept anything other than reasonable social hospitality from any outside individual in accordance with Florida Law (Chapter 112, Florida Statutes), Athletic Requirements, and the University's regulations and policies, including the University's Code of Ethics. 8.0 SEVERABILITY. If, for any reason, any portion of this Agreement is held invalid or unconstitutional by any court or competent jurisdiction, such portion will be deemed a separate distinct and independent provision, and such holding will not affect the validity of any remaining portion of this Agreement. 9.0 WAIVER OF CLAIMS. The Parties agree that any and all claims any party may have against another are exclusively set forth in this Agreement-and that no further damages or remedies will be owed as a result of any actual or consequential loss oft the Parties, which might result from the termination of this Agreement, or from the exercise of any right set forth in Section 5.0 above. Such losses include, but are not limited to: loss of income of compensation; loss of any collateral income or benefits, or other business opportunities, which would have resulted from Ward's position at the University; loss of sports camp(s), clinic(s) or other outside activity fees, loss of expected income or opportunities, or damages that may allegedly be sustained for any alleged humiliation or defamation resulting from any termination of this Agreement, or any exercise of any right set forth in Section 5.0 above, or any statements or documents that may be released to the press or public as a result thereof or the release of any documents as required by law. Ward agrees and acknowledges that he will have no right of injunctive relief. 10.0 WAIVER OF DEFAULT. Any waiver of the Parties of any default or breach of any term or condition of this Agreement will not be deemed or construed as a waiver of any other default or further breach of the same, or any other, term or condition of this Agreement. Head Men's Basketball Coach Employment Agreement with Ward Page 11 of 16 11.0 SOVEREIGN IMMUNITY. The Parties expressly acknowledge and agree that nothing contained in this Agreement is intended to constitute a waiver of sovereign immunity by the University, and that nothing will be construed or considered to constitute a waiver or relinquishment of any of the exemptions, rights, privileges, or mmunities as may be provided to the University or its officers, employees, or agents by federal or state law. 12.0 GOVERNING LAW. This Agreement shall be interpreted and construed and the rights and obligations of the Parties hereto shall be determined in accordance with the laws of the State of Florida, excluding its choice of law rules. Venue for any litigation arising out of this Agreement shall be in Leon County, Tallahassee, Florida. 13.0 MEDIATION. Any disputes arising under this Agreement must be mediated by a Florida Supreme Court Certified Circuit Court Mediator in Leon County, Florida. The Parties agree that mediation shall occur within forty-five (45) days of the date mediation is requested by either party. The mediator shall be agreed upon, but if the Parties are unwilling or unable to agree, the Parties agree that a mediated agreement shall be binding on the Parties. The Parties agree to abide by the mediator's agreement, pay mediator fees promptly and share them on an equal basis. Litigation may not be commenced until after mediation has been () declared an impasse by the mediator, or (i) terminated in writing by one or both parties. Consistent with the requirements of Florida Statutes Sunshine Laws, the confidentiality provisions of the Mediation Confidentiality and Privilege Act, Florida Statutes, SS 44.401-44.406, shall attach to any such pre-suit mediation. Notwithstanding the foregoing mediation requirement, either party may seek injunctive or other equitable relief at any time, without first engaging in mediation, if such relief is necessary to prevent actual or threatened harm that cannot be adequately remedied by monetary damages. 14.0 WAIVER OF JURY TRIAL. AS A MATERIAL TERM OF THIS AGREEMENT, THE PARTIES DO EACH KNOWINGLY, WILLINGLY AND VOLUNTARILY, AND BY THEIR EXPRESS DESIRE AND INTENT, HEREBY EXPRESSLY WAIVE A TRIAL BY JURY ON ALL ISSUES, CLAIMS, COUNTERCLAIMS AND CROSS-CLAIMS OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANYONE TO INDUCE THIS WAIVER OR JURY TRIAL OR TO IN ANY WAY MODIFY OF NULLIFY ITS EFFECT. 15.0 PERSONAL CONTRACT. The rights, obligations and duties of Ward shall be personal and not succeeded to, assignable or delegable in any manner whatsoever. In addition, the Parties acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. The Parties agree that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of the Parties to this Agreement. 16.0 NO TRUST FUND. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind. To the extent that Ward acquires a right to receive payments from the University under this Agreement, the University's obligation to make such payments represents an unfunded promise or covenant to pay such amount running from the University to Ward. 17.0 TOTALITY OF AGREEMENT, This Agreement, the applicable Athletic Requirements, and the University's rules, regulations and policies represent the entire agreement pertaining to Ward's employment by and with the University and it supersedes any and all other prior oral or written agreements between the Parties. Additionally, each party acknowledges and agrees that they have entered into this Agreement knowingly and voluntarily after having the opportunity to review the Agreement and seek the advice of counsel regarding their respective rights in the Agreement. Further, this Agreement will be construed equally against the Parties and may not be modified or amended without the express written consent of all Parties to this Agreement. Head Men's Basketball Coach Employment Agreement with' Ward Page 12 of 16 18.0 PUBLIC RECORDS. The Parties agree and acknowledge that this Agreement and other applicable documents are subject to the Florida public records law, Chapter 119, Florida Statutes. 19.0 TAXES. All compensation and benefits received by Ward from the University, including, but not limited to, tickets, and the use of stadium and athletic suites, may be treated as taxable income and subject to taxation in accordance with Internal Revenue Service guidelines. Ward agrees that he will report and pay any taxes that might be due to any taxing authority that is not otherwise reported by the University. 20.0 IMPOSSIBILITY. The University may cancel this Agreement at any time upon thirty (30) days' notice without further obligation due to a determination by the Florida Board of Governors or the University's Board of Trustees to eliminate the Program for lack of funds or a decision to discontinue the Program made in accordance with applicable laws, rules, regulations, policies and procedures of any and all governing bodies. 21.0 NOTICE. Any notice required or permitted to be given under this Agreement shall be sufficient if given in writing and shall be given by personal delivery, registered, or certified mail to the President's and Athletic Director's Offices, if to the University, or Ward's residence, personal or University email address, as such is on file in the Office of Human Resources, if to Ward. 22.0 UNIVERSITY PROPERTY. All materials or articles of information including, but not limited to, records, student records, the Coach's records, statistics, or any other material or data in any form or medium furnished to Ward by the University, or developed by Ward on behalf of the University, or at the University's direction or supervision, are and shall remain the sole, proprietary and confidential property of the University. 23.0 AGREEMENT HAS BEEN READ AND UNDERSTOOD. Ward acknowledges that he has read and understands the purpose, tenure and effect of this Agreement and he specifically acknowledges that he has had the opportunity to have been advised by an attorney, and or, has had the opportunity to consult with his attorney before signing this Agreement. Ward acknowledges and represents that he has fully read and understands the foregoing provisions of this Agreement and/or that he has engaged the legal assistance from an attorney of his choosing, who has advise him of the terms and legal requirements and obligations set forth in this Agreement and Florida law and that he agrees and that the terms of this Agreement are reasonable and enforceable by the University, and that he further agrees to abide by this Agreement and terms and conditions set forth herein. 24.0 MISCELLANEOUS. The headings in this Agreement are for convenience only and shall not be used in construing or interpreting this Agreement. The term University" as used herein, where applicable or appropriate, shall be deemed to include any duly authorized board, committee, officer, or employee of said entity. Whenever the context requires, the masculine shall include the feminine and neuter, the singular shall include the plural, and conversely. This Agreement is subject to the United States and Florida Constitutions and laws as constitutionally permissible, and the regulations, policies and procedures of the Florida Board of Governors and FAMU, as now existing or hereafter promulgated. 25.0 ENTIRE AGREEMENT: MODIFICATION. This Agreement contains all the terms between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the Parties, superseding any other written or oral representations, statements, negotiations, or agreements to the contrary. This Agreement cannot be changed, modified or amended in any respect except by a written instrument signed by Ward, the President and Athletics Director. Head Men's Basketball Coach Employment Agreement with Ward Page 13 of 16 IN WITNESS WHEREOF, Ward and the authorized representatives of University have executed this Agreement as fully executed below. FLORIDA A&M UNIVERSITY COACH: BOARD OF TRUSTEES Timothy Beard, Interim President Charlie Ward, Head Men's Basketball Coach Date: April 2025 Date: April 2025 Angela Suggs, Vice President for Director of Intercollegiate Athletics Date: April 2025 Approved as to Form and Legality. FAMU, Office of the General Counsel Date Head Men's Basketball Coach Employment. Agreement with Ward Page 14 of1 16 EXHIBIT "A" HEAD MEN'S BASKETBALL COACH CONTRACT PERFORMANC INCENTIVE BONUS SCHEDULE Regular Season Incentives Seventeen (17) wins in a single season $2,500 and Contract extended an additional year Twenty (20) wins in a single season: Additional $2,500 Win over al Power 4 conference opponent: $5,000 (ACC, Big 12, Big Ten, and SEC) Assistant Coach Pool - $2,500 Win over a Top 25 ranked opponent: $2,500 Assistant Coach Pool - $1,250 SWAC Regular Season Champion: $5,000 Assistant Coach Pool - $2,500 Program generates $250,000 Men's Basketball NIL/ or more in Game Guarantee Revenue Fair Market Value Fund - $50,000 Postseason Incentives SWAC Tournament Championship or $10,000 NCAA Tournament at-large bid: Assistant Coach Pool - $5,000 NCAA Tournament First Round Win: $10,000 Assistant Coach Pool - $5,000 NCAA Tournament Second Round Win: $15,000 Assistant Coach Pool - $5,000 NCAA Tournament Sweet 16 Win: $25,000 Assistant Coach Pool - $5,000 NCAA Tournament Elite 8 Win: $50,000 Assistant Coach Pool - $5,000 NCAA Tournament Final Four Win: $75,000 Assistant Coach Pool - $5,000 NCAA Tournament National Championship Win: $100,000 Assistant Coach Pool - $5,000 NIT Postseason Appearance: Head Coach Base Salary Increase 5% Assistant Coaches Salaries Increase 2% NIT Postseason Win: $5,000 per win NIT Postseason Championship: $10,000 SWAC Coach of the Year: $5,000 National Coach of the Year: $7,500 (Poll for discussion) Academic Incentives Head Men's Basketball Coach Employment Agreement with' Ward Page 15 of 16 Team GPA OF 3.0 or above: $5,000 Assistant Coach Pool - $2,500 Program finishes season with a 9 $5,000 80 or higher NCAA APR rating: Assistant Coach Pool $2,500 Head Men's Basketball Coach Employment Agreement with Ward Page 16 of 16