EMPLOYMENT AGREEMENT AND NOTICE OF APPOINTMENT

FOR ASSISTANT COACH

This Employment Agreement and Notice of Appointment ("Agreement") confirms the

conditions offered and accepted for the appointment of Kalani Sitake ("ASSISTANT COACH")
as a member of the coaching staff of Oregon State University ("University") in the Department
of Intercollegiate Athletics.
1. ASSISTANT COACH shall have duties and administrative responsibilities as assistant coach

of football. Those duties are further described in the ASSISTANT COACH's Faculty Position
Description, which is on file in the Athletic Department and in the Office of Human Resources.
ASSISTANT COACH's Faculty Position Description may change from time to time during the
period of this Agreement at the discretion of the Athletic Director.

2. ASSISTANT COACH's employment under this Agreement is for a fixed term period
beginning upon satisfactory completion of all background checks or January 6, 2015, whichever
date is later (the "Effective Date"). This Agreement is subject to the standards and policies of the
University, including all provisions that apply to fixed-term appointments, except as otherwise

provided herein. The Years of this Agreement are defined as follows:

Year 1

Year 2
Year 3

Effective Date - February 29, 20 1 6

March 1, 2016- Februaiy 28, 2017
March 1,2017- February 28,2018

3. The annual salary rate computed on a 12-month, 1.0 FTE basis shall be $730,008 unless
increased by the Athletic Director pursuant to established University procedures.
4. ASSISTANT COACH agrees that as a condition of employment by the University

ASSISTANT COACH will not engage in, support, or knowingly tolerate any action violative of
any governing constitution, bylaw, rule or regulation of the Pacific 12 Conference (PAC-12) or
the National Collegiate Athletic Association (NCAA). ASSISTANT COACH agrees to advise
the Athletic Director immediately if ASSISTANT COACH has reasonable cause to believe
violations have or will occur.

5. ASSISTANT COACH agrees that as a condition of employment by the University

ASSISTANT COACH will not accept gifts, other than from immediate family, accept any
employment outside the institution, seek any employment contrary to or inconsistent with
existing University contracts, engage in any business transactions or commerce, participate in
any coaching clinics or camps, endorse any products or services in any form, or appear for
payment on any radio or television programs, without having first notified and secured the
written approval of the Athletic Director and the President or designee. Notwithstanding
anything to the contrary in University's Conflict of Commitment Policy, the Athletic Director
may approve a request to engage in outside activities upon a determination that the activity will
not result in a conflict of commitment to ASSISTANT COACH's University duties.
ASSISTANT COACH agrees to be bound by, and shall not take any action inconsistent with,
University's agreements with any manufacturer, seller, or vendor of athletically-related shoes,
equipment, apparel and any other athletically related products.

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6. ASSISTANT COACH shall report to the Athletic Director by each October 15 all

athletically-related income and benefits from sources outside the institution, including, but not
limited to, income from annuities, sports camps, housing benefits, television and radio programs,
and endorsement or consultation contracts with athletic shoe, apparel, or equipment

manufacturers, received in the previous 12 months. The report shall be filed with the Athletic
Director by each October 15 and shall cover the period from October 1 of the previous year to
September 30 of the current year. ASSISTANT COACH's first report under this Agreement shall

cover the period from the Effective Date through September 30, 2015. Reports shall be made on
forms provided by the Director of Intercollegiate Athletics. The Athletic Director shall forward
reports to the President of the University and a copy shall be retained in the faculty personnel file
of the ASSISTANT COACH. This report of income is separate and distinct from the prior
approval of gifts and outside income required in Section 5.

7. This Agreement may be terminated prior to the end of the fixed-term period, or sanctions may

be imposed, for any of the causes set out in University Policy 580-021. One of the causes, as
defined by the University Policy, is failure to perform the responsibilities of an academic staff
member. For the purposes of this Agreement, such failure shall include, but not be limited to:

a)

engaging in, supporting, or knowingly tolerating any action violative of any

governing constitution, bylaw, rule or regulation of the NCAA or the PAC-12
Conference, during the period of this Agreement or at any time during the 2 years
previous to the execution of this Agreement, whether at this or another institution,

b)

failure to comply with the attached Exhibit A, Code of Ethics of University, which
is incorporated herein by reference, and

c)

failure to carry out faithfully and diligently all department-related duties and
responsibilities as assigned by the Director of Intercollegiate Athletics or Head
Coach or this Agreement.

ASSISTANT COACH waives any rights he may have to receive written notice of non-renewal
or to receive written charges or to have a hearing under University Policy 580-021. ASSISTANT
COACH shall, however, be notified of the grounds for termination being considered by
University and shall have an opportunity to present a statement of denial, explanation, and/or
extenuation before such termination is finalized.

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
under this Agreement shall cease as of the end of the month in which such termination occurs,
provided that ASSISTANT COACH will be entitled to earned but unpaid compensation and
reimbursement for previously incurred and approved expenses. University shall not be liable to
ASSISTANT COACH for any loss of collateral business opportunities or any other benefits,
perquisites or income.

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8. At any time after commencement of this Agreement, University may terminate this
Agreement without cause by giving written notice to ASSISTANT COACH. The termination
shall become effective no earlier than 1 5 days after receipt of the written notice. In the event of

termination under this Section 8, University shall pay ASSISTANT COACH on a monthly basis
as severance pay his remaining annual salary in the amount set out in Section 3 of this
Agreement for the remainder of the term of this Agreement as specified in Section 2 of this
Agreement immediately prior to such termination without cause. ASSISTANT COACH is
entitled to no other payments under this Agreement except ASSISTANT COACH will be
entitled to reimbursement for previously incurred and approved expenses and any incentive
compensation earned but not yet paid. University shall not be liable for any other damages or

loss of any collateral business opportunities or any other benefits, perquisites, or income from
any source that might ensue as a result of University's termination of this Agreement without
cause, including any income derived pursuant to under any other Section of this Agreement.
a.

The parties have bargained for and agreed to this severance pay provision, giving
consideration to the fact that ASSISTANT COACH may lose certain benefits,
supplemental compensation or outside compensation relating to his employment at
University, which damages are extremely difficult to determine with certainty, or
fairly, or adequately. The parties further agree that payment of such severance pay
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. The foregoing shall not
be, nor be construed to be, a penalty.

b.

Notwithstanding the severance pay provisions, ASSISTANT COACH agrees to

mitigate University's severance pay obligation by making reasonable and diligent

efforts to obtain employment or engage in other compensable activities. If at any

time during the period that University is obligated to make severance payments to
ASSISTANT COACH ("Severance Payment Period"), ASSISTANT COACH

becomes entitled to receive from a third party compensation or remuneration for

work, services or other activity whether reportable on IRS Form W-2, 1099, or K-l
(in the case of K-l in connection with a trade or business in which ASSISTANT
COACH materially participates) (collectively, "Compensable Services"),
ASSISTANT COACH shall notify University in writing within 15 days of
becoming so entitled and shall include the identity of the payor, the nature of the
Compensable Services and the compensation or remuneration ASSISTANT
COACH will be entitled to receive at any time for Compensable Services to be
performed by ASSISTANT COACH during the Severance Payment Period.
University's obligation to make severance payments under this Section 8 shall cease
immediately upon ASSISTANT COACH engaging in Compensable Services unless
the compensation or remuneration ASSISTANT COACH will be entitled to receive
at any time from the third party for Compensable Services to be performed during
the Severance Payment Period is less, when prorated on a monthly basis over the
remainder of the Severance Payment Period ("Prorated Monthly Third-Party
Payment"), than University's monthly severance payment obligation. In the event
that such Prorated Monthly Third-Party Payment is less than University's monthly
severance payment obligation. University's monthly severance payment obligation

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shall be reduced beginning with the month following ASSISTANT COACH's

commencement of performance of Compensable Services by an amount equal to the
Prorated Monthly Third-Party Payment.

c.

In addition to the written notice ASSISTANT COACH is required to provide

University upon his commencement of Compensable Services, during the
Severance Payment Period ASSISTANT COACH shall provide annual written
certifications to University regarding compliance with his obligations to University
under Section 8(b). During the Severance Payment Period, within 30 days after
ASSISTANT COACH has filed his annual individual income tax return (IRS Form
1040), but not later than November 15 each year, ASSISTANT COACH shall

provide University his dated and signed statement certifying that as of the date of
such certification he is in full compliance with the provisions of Section 8(b) of this
Agreement and has provided University on a timely, complete and accurate basis all
information regarding Compensable Services required by Section 8(b).
Additionally, within 30 days after University has requested in writing from
ASSISTANT COACH during the Severance Payment Period copies of relevant tax

records confirming ASSISTANT COACH's compliance with Section 8(b) (which

may include a copy of ASSISTANT COACH's IRS Form 1 040 for any years

during the Severance Payment Period and any Forms W-2, 1099 and K-l reporting
amounts includable on such IRS Form(s) 1040), ASSISTANT COACH shall

provide such documents to University. University may not request copies of such
tax records more than once each calendar year, and ASSISTANT COACH shall not
be required to provide University the same records for a particular calendar year
more than once.

d.

If during the Severance Payment Period University's severance payment obligation

has been eliminated or reduced due to ASSISTANT COACH providing
Compensable Services, and a change in circumstances occurs such that the
infonnation regarding Compensable Services that ASSISTANT COACH previously
reported to University is no longer accurate or complete, within 15 days after such
change in circumstances ASSISTANT COACH shall notify University in writing
and provide details of such change in circumstances (including update of
information previously reported to University regarding Compensable Services).
Beginning with the month following such updated written notice from ASSISTANT

COACH, University's monthly severance payment to ASSISTANT COACH shall

be increased or reduced as necessary to reflect any new amount of Prorated
Monthly Third Party Payment.
e.

In the event of termination under this Section 8, ASSISTANT COACH agrees not
to apply for unemployment compensation.

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f.

ASSISTANT COACH's compensation under this Section 8 is not subject to

anticipation, alienation, transfer, assignment, pledge, encumbrance, attachment or
garnishment by ASSISTANT COACH's creditors or by a creditor of any successor,
assignee or beneficiary of ASSISTANT COACH.

9. ASSISTANT COACH certifies that ASSISTANT COACH has not knowingly been involved
in violations of NCAA, PAC-12 Conference, or other intercollegiate athletic conference rules or
regulations at this or any other institution in the two years immediately preceding the execution
of this Agreement, and that ASSISTANT COACH has not been the recipient of any disciplinary
action including, but not limited to, termination or suspension from duties, by any other
institution for violation of NCAA or PAC-12 Conference rules and regulations during the two

years immediately preceding the execution of this Agreement.

10. As a condition of employment under this Agreement, ASSISTANT COACH waives any
right ASSISTANT COACH may have to vacation leave under University Policy 580-021 or any
other applicable law or policy. However, University recognizes that in order to fulfill
ASSISTANT COACH's job responsibilities, ASSISTANT COACH will likely work long hours
for sustained periods of time beyond a typical professional work week, and that there will be
periods when the duties of the position will not require ASSISTANT COACH to work a typical
professional work week.

11. ASSISTANT COACH shall be eligible to receive additional compensation for post-season
competition in accordance with policies developed by the Athletic Director.
12. If ASSISTANT COACH participates in an OSU sponsored camp, clinic or similar
instructional event, payment shall be made on an overload compensation basis. The amount of
payment shall be determined at the time the budget for the camp is approved in accordance with
Department policies.

13. Tickets for Athletic Department competition and spouse and family travel to limited Athletic
Department competition may be provided in accordance with provisions in the Athletic
Department Policies and Procedures Manual.

14. AH obligations of University under this Agreement are subject to University's obligation to
withhold amounts required to be withheld for taxes.

ASSISTANT COACH understands that these benefits, if received, will be reported and likely are
taxable.

(signatures on following page)

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OREGON STATE UNIVERSITY

By.
Bob De Carolis, Director of Athletics

Date

2-UlA

\ 5

By
President or Designee

Dale

COACH
By

Kalat/i SitaEe

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Date

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Exhibit A-l
Effective July 1, 2014, Oregon State University (OSU) became a separate legal entity from the
Oregon University System. As a result of the legislation effecting this governance transition,
OSU has different authorities than it previously had, and rather than promulgating Oregon

Administrative Rules (OARs), OSU will provide Policies or Standards.

Chapter 580 of the OARs, previously promulgated by the Oregon State Board of
Higher Education, are now Chapter 580 of OSU Standards.

Oregon State Board of Higher Education policies and Internal Management

Directives (IMDs) are now OSU Policies.

To interpret the Chapter 580 Standards and OSU Policies/IMDs, note that "Board" or "State
Board of Higher Education" now refers to OSU's Board of Trustees; "Chancellor" means
"President;" "Institution" means OSU; and so on.

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Exhibit A-2
Section 8 OSU Policy on Intercollegiate Athletics

8.036 Code of Ethics

Each institution offering a program of intercollegiate athletics shall comply with the following
code of ethics. Violation of the code of ethics shall be considered an adequate basis for sanctions

for cause.
(1) Purpose

The purpose of this code of ethics is to prescribe standards of conduct for student athletes
participating in the intercollegiate athletic programs of the institution, coaches, intercollegiate
athletic administrators, and other personnel associated with intercollegiate athletics. It is also the
purpose of this code of ethics to identify the responsibilities of coaches, intercollegiate athletic
administrators, and other personnel in the institution's department of intercollegiate athletics.

(21 Designation of Institution Officers

The institution president shall assign in writing to the director of athletics the responsibility for
implementing the provisions of this policy, except that the Faculty Athletic Representative shall
retain the sole prerogative for determining the athletic eligibility of student athletes participating
in the intercollegiate athletic program of the institution.
(31 Directives

(a) The intercollegiate athletic program of the institution shall reflect high standards of
scholarship, sportsmanship, fair play, integrity, and concern for the individual.
(b) The intercollegiate athletic program of the institution shall be conducted in accordance
with the constitution and bylaws of the alliances and/or conferences of which the institution is a
member, and the rules, policies, and directives of the Board of Higher Education and institution.

(c) Student athletes participating in the intercollegiate athletic program of the institution
shall be required to:

(i.) Maintain such academic standards as established by the institution for all students;
(ii.) Comply with the eligibility requirements of the institution as a prerequisite for participation
in its intercollegiate athletic programs;
(iii.) Demonstrate high standards of sportsmanship and fair play, while participating in an
intercollegiate athletic program of the institution;

(iv.) Refrain from participation in an intercollegiate athletic program of the institution when
existing injuries and/or physical impairments would jeopardize the student athlete's health and
welfare; and

(v.) Deport themselves in a manner which brings credit to themselves, their teammates, and the
institution.

(d) A head coach of an intercollegiate athletic program is required to maintain such

discipline as necessary to assure that student athletes and coaches in that sport maintain high
standards of sportsmanship, fair play, and integrity; encourage high standards of scholarship for
student athletes; establish and maintain high standards regarding the welfare of student athletes;
and adhere to the principles of nondiscrimination.

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(e) Coaches in the intercollegiate athletic program of the institution are required to maintain

high standards of sportsmanship, fair play, and professional integrity; encourage high standards
of scholarship for student athletes; and adhere to principles of nondiscrimination.
(f) Each individual performing administrative, promotional, public relations, or related
functions in the intercollegiate athletic program of the institution is required to demonstrate high
standards of professional conduct; encourage high standards of sportsmanship, fair play,
professional integrity and scholarship; establish high standards regarding the welfare of student
athletes; and adhere to the principles of nondiscrimination.
(g) The following is proscribed conduct for each head coach, assistant coach, and individual

performing administrative, promotional, public relations, or related functions in the

intercollegiate athletic program of the institution:
(i.) Using the position with the institution to obtain financial gain, other than official institution
salary or reimbursement of expenses and honoraria from either institution or non-institution

sources, unless prior approval is obtained from the institution president;

(ii.) Using the position with the institution to obtain financial gain for any member of the
household or for any business with which the employee or any member of the employee's
household is associated;
(iii.) Engaging in any outside activity which substantially interferes with the employee's
responsibilities in the intercollegiate athletic program of the institution;

(iv.) Accepting any employment outside the institution involving time or honorarium without the
prior approval of the institution president;
(v.) Accepting gifts, as defined in ORS 244.020(5), from any source, including but not limited to,
professional sports organizations, private businesses, or athletic "boosters";

(vi.) Receiving, or influencing directly or indirectly, awards of prizes of value from any
institution-operated or affiliated promotional activity associated with the intercollegiate athletic
program of the institution;
(vii.) Using institution buildings, facilities, services, or grounds for personal or private gain,
without the prior written authorization of the institution president;
(viii.) Using, or permitting the use of the name of the institution or any emblem of the institution

in commercial or personal promotional activities, except by the prior written authorization of the
institution president;

(ix.) Violating the constitution and bylaws of an alliance or conference in which the institution
holds membership, particularly those provisions pertaining to recruiting of student athletes,
financial aid for student athletes, eligibility of student athletes, and extra benefits for student
athletes;

(x.) Engaging in, encouraging, or permitting the physical or mental abuse or harassment of
student athletes;

(xi.) Permitting student athletes who have not been certified for competition by a medical
physician prior to a sports season to participate in the intercollegiate athletic program of the
institution;

(xii.) Permitting, requiring, or encouraging a student athlete who is injured, or otherwise

physically or mentally impaired, to participate in the intercollegiate athletic program of the
institution without authorization from a physician or authorized athletic trainer;

(xiii.) Permitting, encouraging, or engaging in abuse or harassment of game officials, game

opponents, or spectators while participating in an intercollegiate athletic program of the
institution;

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(xiv.) Encouraging, aiding, or abetting, including acts of omission, any individual, including noninstitution persons, to engage in conduct proscribed by the alliance or conference in which the

institution holds membership and the Administrative Rules, policies, and Internal Management
Directives of the Oregon State Board of Higher Education and the institution.
(h) Any coach, head coach, or individual performing administrative, promotional, public
relations, or related functions in the intercollegiate athletic program of the institution should
strive to be perceived as an ethical leader, and, therefore, should avoid the appearance as well as
the act of impropriety.

(if Waivers
The institution president retains the sole prerogative and authority for authorizing exceptions in
writing to the provisions contained herein.
(il Compliance and Sanctions for Violations
Individuals violating the provisions of this code of ethics may be subject to sanctions for cause.
For student athletes participating in the intercollegiate athletic program of the institution who
violate the provisions contained herein, the sanctions for cause may include loss of eligibility for

a period of time prescribed by the institution Faculty Athletic Representative. The institution
may impose sanctions in addition to loss of eligibility pursuant to the provisions of the student
conduct code of the institution. For coaches or for intercollegiate athletic administrators,
sanctions for cause include but are not limited to oral or written reprimand, suspension with pay,
suspension without pay, or termination, as determined by the institution president.
(kl Contract and Policy Distribution

This policy for intercollegiate athletics, including the Code of Ethics, shall be attached to the
Notice of Appointment for coaches, athletic administrators, and other personnel associated with
the intercollegiate athletics program as well as distributed to and discussed with all student
athletes.

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