COUNTY OF NEW HANOVER STATE OF NORTH CAROLINA. EMPLOYMENT AGREEMENT HEAD MEN'S BASKETBALL COACH THIS AGREEMENT made and entered into on this the 13th day of March, 2020, by The University of North Carolina at Wilmington (“UNIVERSITY”), a state agency of North Carolina and constituent institution of the University of North Carolina, and Takayo Siddle ("COACH"). WITNESSETH: WHEREAS, UNIVERSITY and COACH desire to enter into an EMPLOYMENT AGREEMENT effective March 13, 2020; and WHEREAS, UNIVERSITY and COACH expressly agree to engage in such employment relationship under the terms and conditions set forth below: NOW, THEREFORE, in consideration of the promises contained herein, the parties mutually agree to a contract as follows: TERM OF Et MENT Expressly subject to the necessary administrative and Board approvals, UNIVERSITY employs COACH as Head Coach of Men’s Basketball for a term of five (5) years beginning on April 1, 2020 and ending on March 31, 2025 ("TERM"). This term is based on a five (5) twelve (12) month contract years. COACH accepts employment in this position and agrees to perform all the duties faithfully and diligently as set forth herein. This Agreement may be extended upon the mutual written agreement of the parties signed by authorized representatives. IL. PRIMARY PURPOSE IS EDUCATION ‘A. The parties agree that while this Employment Agreement is athletics-related, the primary purpose of the UNIVERSITY and, therefore, all its legal relationships and employment arrangements, including this Employment Agreement and relations! educational—specifically, the express educational benefit of the student-athletes Participating in the Program and under the COACH’s charge as Head Men’s Basketball Coach. is B. It is recognized by the parties that any student-athlete under COACH’s charge may be declared ineligible for competition for 1) academic reasons; 2) because the UNIVERSITY believes the individual would not be an appropriate representative of the UNIVERSITY; 3) asa disciplinary sanction under the UNIVERSITY's Code of Student Life or Departmentof Athletics’ Ethical Conduct and Sportsmanship Policy; because 4) the UNIVERSITY believes that the individual is not eligible according to the rules for athletic competition specified by the Colonial Athletic Association (“CAA”) (or then applicable athletic conference) the National Collegiate Athletic Association ("NCAA"), or 5) for any similar or related reasons in the discretion of the University, including alleged criminal conduct or pending charges. This decision may be made either by COACH, the Director of Athletics, or the Chancellor. In no event shall such an action by the UNIVERSITY with regard to a student-athlete give rise to or be considered a breach of this Employment Agreement. COACH shall be considered a Exempt from the Human Relations Act (“EHRA”) non- faculty employee and shall be subject to all employment policies for EHRA non-faculty employees of UNIVERSITY set by the University of North Carolina Board of Governors and the University as originally adopted and as they may be periodically revised from time to time, which are incorporated by reference. COACH acknowledges that he has either read and understands these policies, or that he agrees he has had the opportunity to review such policies and agrees to be bound by such policies. In accordance with UNIVERSITY policy, COACH should be evaluated annually by the Director of Athletics; the absence of annual evaluations is not a condition of ‘employment and shall not affect the terms and conditions of COACH’s employment. W, DUTIES COACH is hereby employed by UNIVERSITY as Head Men’s Basketball Coach with all the duties, responsibilities, and obligations associated with the position of Head Men's Basketball Coach. Duties shall include, but not be limited to, the following: a Encourage academic progress, in conjunction with the faculty and UNIVERSITY, of student-athletes toward graduation; COACH understands that he has responsibility for supporting and encouraging the educational pursuits of his student- athletes and that he will use his best efforts to ensure that his student-athletes make progress in 2 defined degree program. (2) Use his best efforts to ensure that all academic standards, requirements, and policies of the UNIVERSITY are observed including those in connection with the recruiting and eligibility of prospective and current student-athletes who are academically qualified. (3) Conduct himself and the men’s basketball program in accordance with the Constitution and Bylaws of the CAA and of the NCAA; all State and Federal laws, the University of North Carolina and UNCW policies and procedures; and within the traditional high standards associated with an institution of higher education and 2profession. (4) The Head Coach maintains responsibility to use his best efforts to ensure compliance with the Constitution and Bylaws of the CAA (or other applicable conference) and of the NCAA; all State and Federal laws, University of North Carolina and UNCW policies, and procedures by the Program's student-athletes, assistant coaches, and all other Program personnel that directly report to the Head Coach. In the event that the Head Coach becomes aware, or has reasonable cause to believe, that violations of the Constitution and Bylaws of the CAA (or other applicable conference) and of the NCAA; all State and Federal laws, University of North Carolina and UNCW. policies, and procedures may have taken place in connection with the conduct of the Program, he shall report it promptly to the Athletic ctor. The Head Coach shall ‘cooperate fully with the University in efforts to establish, investigate, and enforce the Constitution and Bylaws of the CAA (or other applicable conference) and of the NCAA; all State and Federal laws, University of North Carolina and UNCW policies, and procedures for the Program. (5) Under the guidance of the Athletic Director, maintain responsibility for the fiscal, budgetary functions and supervision associated with the men’s basketball program and assistant coaches, including travel, reimbursements, and associated staff supporting the men’s basketball program. (6) Evaluate personnel, enforce applicable policies and procedures, and use his best efforts to maintain control and responsibility for the supervision, conduct, and activities of assistant coaches and staff, including compliance with applicable UNCW policies and procedures, and strict compliance with the CAA and NCAA constitutions and bylaws, legislation, rules, and/or regulations in all aspects of men’s basketball operations and provide annual evaluations thereof. 7) Conduct compliant recruiting activities, practices, game preparation, and coaching duties so as to develop and maintain a men’s basketball program of the highest quality and which is competitive within the CAA and the NCAA. (8) Maintain and enforce any and all disciplinary policies, Title IX policy, drug policies, rules, and regulations of the UNIVERSITY, the UNC System, the CAA, and the NCAA. (9) Use his best efforts to ensure that student-athletes in the men’s basketball program conduct themselves in a sports manlike manner and in other ways consistent with a positive image for the UNIVERSITY both on and off the playing court. The COACH shall devote his full time, attention, and energies to the duties of Head Men's Basketball Coach for the UNIVERSITY with the exceptions as set out in this Contract. The COACH shall report to theDirector of Athletics and be subject to his supervision in the performance of duties as Head Men's Basketball Coach. (10) The COACH shall interview, screen, and employ all assistant coaches. The COACH may recommend to the Director of Athletics the salaries of the assistant coaches but the salaries are determined by the Athletic Director (AD) consistent with University policies and practices. COACH shall provide written annual evaluations of assistants to the AD. (11) The COACH understands and agrees to participate and support fundraising activities, speeches, meetings with donors, events, and appearances as referenced herein or requested from time to time by the Athletic Director at reasonable times and upon sufficient notice, including Seahawk Club activities, promotions and events. (12) _ The COACH shall use his best efforts to foster academic values, maintain program integrity, and encourage and contribute to the academic progress of all team members under his supervision. In conjunction with the faculty and the UNIVERSITY, the COACH shall ‘comply with UNIVERSITY'S policy on the recruitment and retention of qualified student athletes and ensure compliance of the program under his supervision with said policy. ‘COACH will use his best efforts to support the progression of each student athlete under his supervision towards a degree in a defined academic program. The COACH further agrees and understands that he shall support and encourage educational values and the educational pursuits of his student athletes. COACH shall use his best efforts to materially contribute to the improvement of the men’s basketball team’s overall Grade Point Average (GPA) and Academic Progress Rate (APR) and the overall academic success of student athletes on the team. (13) The parties agree that the policies regarding the athletic program at the UNIVERSITY shall be determined by the UNIVERSITY; however, the implementation of the daily routine ‘and administration as they pertain to the basketball program shall be the primary responsibility of the COACH in compliance with all policies, rules, and regulations of the NCAA, the CAA, the UNIVERSITY, and the Board of Governors of The University of North Carolina. (14) _ Exceptas provided herein, COACH shall not attempt to raise money to support the basketball budget without the prior approval of the Director of Athletics. All requests of financial support from the Seahawk Club for the basketball program will be channeled through the Director of Athletics. (15) COACH shall not instruct nor knowingly permit his assistants to do anything that this Contract prohibits him from doing. ‘The COACH agrees to perform the duties of this position, and agrees that the failure to materially discharge any of these duties constitutes a breach of this Agreement that would 4allow the UNIVERSITY to discharge COACH for cause pursuant to Paragraph IX of this Agreement. C. Throughout the term of this Employment Agreement, COACH shall use his best full-time energies and abilities for the exclusive benefit of the UNIVERSITY. ANNUAL COMPENSATION ‘A. The annual Base Salary for COACH is as follows for each Contract Year: © Contract Year 1: $300,000 for the period April 1, 2020 - March 31, 2021; * Contract Year 2: $300,000 for the period April 1, 2021 - March 31, 2022; © Contract Year 3: $300,000 for the period April 1, 2022 ~ March 31, 2023; © Contract Year 4: $300,000 for the period April 1, 2023 - March 31, 2024; * Contract Year 5: $300,000 for the period April 1, 2024 ~ March 31, 2025. Base Salary is to be distinguished from Supplemental Compensation referenced later in this Contract. Annual Base Salary shall be paid in twelve equal monthly installments with appropriate levels of withholding for applicable taxes and pre and/or post tax benefits deductions. ‘The following provisions setting forth performance incentives’ compensation to COACH are expressly contingent upon the absence of any pending or active NCAA or CAA vestigation of the men’s basketball program and COACH's current and continued employment with the University as and with the duties of Head Men's Basketball Coach, accordingly, in each Contract Year: COACH shall receive a total of $5,000.00 for APR annual score over 960. COACH shall receive a bonus of $15,000 for each NCAA post-season tournament game played. iii. COACH shall receive a bonus of $10,000 for a regular season CAA conference championship (including a first-place tie, if applicable). iv. COACH shall receive a bonus of $15,000 for a CAA Tournament Championship. v. Automatic One (1) year extension to the term of this Contract for playing in NCAA post-season tournament (and meeting all supplemental Provisions listed in Section VII (F)). C. All compensation paid pursuant to this Section of the Contract shall be subject to payroll deductions required by State and federal law, and UNIVERSITY regulations which ude State and federal taxes and FICA withholding, and shall be paid no later than sixty (60) days following the season during which any such achievement occurs. Nothing contained herein shall alter or change COACH's sole and exclusive responsi 5for the evaluation, reporting, and payment of COACH's federal and state taxes for all forms of compensation contemplated by this Agreement. BENEFITS ‘A. COACH shall receive all employee-related benefits which are normally available to other EHRA non-faculty employees, e.g. health insurance, life insurance, and retirement ‘options. COACH acknowledges that fringe benefits provided by UNIVERSITY are subject to change from time to time by the North Carolina General Assembly or UNIVERSITY. Subject. to and consistent with applicable State rules governing EHRA employees (as they exist or are hereafter amended, Annual Leave is currently earned at the rate of 24 days per year. ‘Any changes to EHRA rules or regulations shall be applicable to and affect COACH’s benefits and employment to the same degree as other EHRA employees of the university. Coach is not entitled to any annual legislative or university salary increase for EHRA employees. 8. With the prior written approval of the Director of Athletics and Chancellor, and in compliance with State and Federal law, NCAA regulations, and UNIVERSITY regulations, the Student Aid Association, Inc., a/k/a Seahawk Club, may provide Supplemental Compensation benefits to the COACH. As applicable, a listing of the benefits provided to the COACH by the Student Aid Association, inc. will become a part of this contract by reference. C._ COACH’s annual leave (pay-out) upon separation from university as well as other benefits shall be calculated solely upon COACH’s Base Salary. D. The UNIVERSITY will provide a dealer ‘courtesy’ vehicle on a loan basis for the COACH to use, contingent upon and while performing his duties as head men’s basketball coach under this. Contract. For this courtesy vehicle, the UNIVERSITY shall provide liability and comprehensive vehicle coverage only for the COACH’s use and operation of the vehicle attendant to his duties as head men’s basketball coach. COACH shall be responsible to acquire and pay for appropriate levels of liability and comprehensive automobile insurance to cover COACH's personal use of the courtesy vehicle or any other drivers’ use of the vehicle hereunder. For clarity, any driver of the courtesy vehicle — other than COACH attendant to the discharge of job related duties ~ shall constitute a ‘personal use’ for which COACH's personal insurance is solely implicated and applicable. £. UNIVERSITY shall reimburse COACH for documented personal moving expenses of up to $15,000.00 reasonably incurred by COACH within twelve months of the effective date of this Contract, and in accordance with standard procedures and applicable policies of the UNIVERSITY and State of NC. F. COACH shall be provided with twelve (12) premium tickets to all UNCW home games and 6post-season tournament games COACH shall be provided monthly cell phone allowance consistent with current or later amended university rules and/or policies. COACH agrees to comply with all applicable state or university rules and policies surrounding the provision or use of benefits pursuant to this Section. COACH further agrees and understands that the receipt of moving expenses may be a taxable event to COACH and he ‘agrees to be solely responsible for tax consequences and/or the payment of applicable taxes. COACH further agrees and accepts sole responsibility for any tax treatment, consequences, record-keeping or filings required for the subject vehicles hereunder or any benefits conferred pursuant to this Section. Vi. COACH'S TELEVISION, RADIO AND INTERNET PROGRAMS A. Forthe duration of the Contract, the UNIVERSITY and the COACH will produce and market ‘a weekly basketball COACH'S television program and weekly COACH's radio program and/or COACH’s Internet programs (collectively, al of the television, radio, and Internet programs are referred to as the “Broadcast Programs”). COACH and UNIVERSITY will mutually define the role of the COACH in the Broadcast Programs. B. The COACH shall have no ownership interest in the Broadcast Programs or any part thereof and shall be entitled to no additional consideration for his participation in the Broadcast Programs. The Broadcast Programs, whether in whole or any part thereof, and all copies thereof, shall be and remain the sole property of the UNIVERSITY, which may use the Broadcast Programs, and any parts thereof, as UNIVERSITY determines appropriate in its sole discretion and without further consent or participation of the COACH, including broadcasting and transmission thereof as often and whenever UNIVERSITY desires. Notwithstanding the foregoing provisions of this Section, the UNIVERSITY may, in its sole discretion, reduce the frequency of or eliminate entirely production and/or marketing of any or all of the Broadcast Programs at any time VIL_EXTERNAL AND SUPPLEMENTAL COMPENSATION Subject to compliance with the “Policy on External Professional Activities for Pay” of the UNC Board of Governors and the UNIVERSITY Board of Trustees, which is herein incorporated by reference, and subject to all other relevant NCAA rules and regulations and State and Federal policies and laws concerning conflict of interest and with prior written approval from the Director of Athletics and Chancellor, UNIVERSITY permits COACH to engage in external professional activities for pay while employed by the UNIVERSITY. Such activities are independent of his UNIVERSITY employment, and the UNIVERSITY shall have no responsibility for any claims arising from these activities and makes no guarantee of any compensation to COACH from these activities. These aactivities shall include engaging in any radio, television, motion picture, stage, writing or any similar activity, personal appearances, commercial endorsements, and clinics and camps, except as outlined below. Subject to further or future reporting requirements established by the UNIVERSITY, no outside activities will be allowed or permitted without having on file with the Office of Human Resources and with the Director of Athletics, a signed approval of the “Notice of Intent to Engage in External Professional Activities for Pay” prior to engaging in these activities. In the promotion or conduct of COACH'’s television or radio shows and clinics and ‘camps, COACH shall ensure that no student athletes are utilized in contravention of NCAA rules or regulations on amateurism, specifically Bylaw 12 et seq. If COACH makes commercial endorsements and in conducting other external activities for pay, he may identify himself as the Head Men’s Basketball Coach for UNIVERSITY but ‘may not otherwise associate UNIVERSITY’s name, logos, trademarks without the express permission of the UNIVERSITY for the subject endorsement or activities. COACH agrees that any and all advertising, promotional, or marketing material associated with COACH's camps or clinics, which shall be owned and operated by COACH and/or an entity owned or controlled by COACH, shall expressly state that the camps or clinics are sponsored exclusively by COACH as head basketball coach of UNCW Basketball. Promotional material or information shall not indicate the UNIVERSITY is 2 sponsor or co-sponsor of COACH's camps or clinics. Consistent with this clause, COACH is hereby granted a non-exclusive, limited site-license to utilize UNIVERSITY's name, logos, trademarks, service marks, and insignias in support of COACH’s camps or clinics. NACH agri sv with all applicable UNIVERSITY and University of North Carolina Policies governing the conduct of his camps, specifically including, but not fed to, the University of North Carolina 1300.10 Policy on Protection of Minors on Campus ttps: //[Link]/apps/policy/index.p 1300.10 and the UNCW The Protection of Minors Policy intto://[Link]/policies/documents/02.250 MinorPolicy [Link] and its Amendment [Link] and ‘Tequired camp volunteer or employee background checks and additional measures to help ensure the safety of minors participating in the camps and rental or utilization of UNIVERSITY services and facilities. ection= UNIVERSITY shall make reasonable efforts to provide COACH with housing, dining, and athletic facilities reasonably requested by COACH for use in conjunction with such clinics and camps at the reasonable and customary fee that is charged for use of such facilities by other coaches or entities. if timely requested by COACH, UNIVERSITY shall make a good faith designation of camp or clinic days no later than November 1** each year. COACH understands and acknowledges that he and any participating assistant 8coaches shall be required to take and use annual leave for the time spent conducting camps and/or clinics. F. Subject to his continuing service as the UNCW Head Men’s Basketball Coach and applicable performance milestones below (except for Contract Year 1), COACH shall be entitled to receive Supplemental Compensation pursuant to this Section, as follows: i. Contract Year 1- April 1, 2020-March 31,2021 $75,000 supplement to base salary ($300,000), no milestones required. ii Contract Year 2- April 1, 2021-March 31,2022 $100,000* supplement to base salary ($300,000) provided milestones satisfied. it, Contract Year 3- April 1, 2022-March 31, 2023 $125,000* supplement to base salary ($300,000) provided milestones satisfied. iv. Contract Year 4- April 1, 2023-March 31,2024 $150,000* supplement to base salary ($300,000) provided milestones satisfied. v. Contract Year S- April 1, 2024-March 31, 2025 $175,000* supplement to base salary ($300,000) provided milestones satisfied. “Contract Years 2-5 increases of $25K/year are conditioned upon stated performance incentives: i. Satisfactory completion by COACH of coach’s 16 radio shows and coach's 16 TV shows and COACH's cooperation with internet or other marketing as reasonably requested by the AD; ji, A minimum of 10 Seahawk Club/Alumni Association event appearances; Men's Basketball Program maintaining compliance with applicable rules for University, CAA and NCAA. iv. Coach will have a .500 record (9-9) or better for regular season CAA games. Failure to achieve performance milestones in any Contract Year shall result in no additional ‘Supplemental Compensation from the prior year. Supplemental Compensation shall be effective on April 1 of each Contract Year provided all the above conditions precedent/performance milestones are satisfied from the prior contract year, and will be paid as supplemental compensation in twelve equal monthly installments beginning on or retroactive to April 1 of each respective Contract Year. Any Supplemental Compensation included in this Employment Agreement shall only be paid to COACH while actively employed as the UNCW Head Men's Basketball Coach or if COACH is, terminated without cause (and in the event of termination without cause, supplemental compensation that would otherwise be due to COACH through the date of termination shall be paid to COACH); if for any reason COACH is otherwise terminated, is incapable of performing the essential functions of the job with or without accommodation, or otherwise elects to quitor terminate employment, or upon his death, any and all supplemental compensation shall immediately cease, G. __Inaccordance with UNIVERSITY policy and NCAA Bylaw 11.2.2, which are incorporated herein by reference, COACH shall report any external income annually to the Chancellor through the Athletic Director all athletically-related income from sources outside the UNIVERSITY, including but not limited to, income from annuities from any source, including the UNCW Student Aid Association, Inc., sports camps and clinics, television and radio programs, commercial endorsements, consulting agreements, and all other athletically-related income from whatever outside source. UNIVERSITY shall have reasonable and prompt access to all records of COACH to verify this report. H. COACH expressly agrees that COACH shall be solely responsible for the compliance, accounting, reporting, and payment of applicable federal and state taxes associated with any and all forms of external and supplemental compensation set forth in this Agreement. Vill, AUTOMATIC TERMINATION UPON DEATH OR DISABILITY OF COACH ‘A. This Employment Agreement shall terminate automatically upon COACH’s death, or if ‘the COACH becomes disabled and is unable to perform the essential functions of the job with or without a reasonable accommodation. B. If this Agreement is terminated pursuant to this section because of death, the COACH's salary, supplemental compensation, and all other benefits shall terminate as of the calendar month in which death occurs, except that the COACH's personal representative or other designated beneficiary shall be paid all such death benefits, if any, as may be contained in any benefit plan now in force or hereafter adopted by the UNIVERSITY and due to the COACH as an EHRA non-faculty member and shall be paid any bonus in which COACH became vested on or before the date of his death, C. _Iftthis Agreement is terminated pursuant to this section because the COACH has a known disability and is unable to perform the essential functions of the job with or without a reasonable accommodation, COACH shall only continue to receive his Base Salary and any other benefits then applicable for a period of three months from the day of disability. For clarity, no supplemental compensation shall be paid following the month in which the disability existed. At the end of the three month period, the Base Salary and any and all other benefits shall terminate, except COACH shall be entitled to receive any disability benefits to which he is entitled under any disability program in which he is enrolled through the UNIVERSITY. 101X, TERMINATION BY UNIVERSITY FOR CAUSE This Agreement may be terminated by UNIVERSITY for cause in accordance with the employment policy relating to discharge for cause of EHRA Non-Faculty Employees. “Cause” for termination of this Contract by the UNIVERSITY shall include, buts not limited to, the occurrence of any of the following: .. Violation by COACH of any policy and/or regulation of the UNIVERSITY or the Board of Governors of the University of North Carolina or of the constitution, or any bylaw, rule or regulation of the NCAA, the CAA, or any other association, conference or like organization with which the UNIVERSITY is or may become affiliated, to the extent such violation is deemed in the sole and reasonable discretion of the UNIVERSITY to be grounds for termination of the Contract for cause. The UNIVERSITY will deem a violation to be grounds for termination under this paragraph if it is serious or intentional or negligently committed, including with regard to NCAA provisions any major infraction or violation (Level lor Il) ora pattern of multiple secondary infractions or violations (Level Ill or IV) of NCAA bylaws, rules, regulations, or constitutional provisions. . Violation of any policy or regulation of the UNIVERSITY or the Board of Governors of the University of North Carolina or of the constitution, or any bylaw, rule, or regulation of the NCAA, the CAA, or any other association, conference or like organization with which the UNIVERSITY is or may become affiliated, that is committed by anyone within the athletic program under the direction of the COACH, including any member of the basketball coaching staff, a player, or any other person affiliated with the basketball program. The UNIVERSITY will deem a violation to be grounds for termination under this section if itis serious or intentional or negligently committed, including with regard to NCAA provisions any major infraction or multiple secondary infractions of NCAA bylaws, rules, regulations, or constitutional provisions, where COACH knew or reasonably should have known of the likelihood that such violation was going to occur and did not take reasonable steps to prevent such violation, including appropriate supervision, monitoring and instruction. Knowing violation by Coach that he or the athletic program under the direction of the COACH has violated any State or Federal laws, or Federal or State regulations to the extent that such violations constitute a felony or a crime involving dishonesty or moral turpitude. Misdemeanor traffic offenses, other than an offense involving driving while impaired by alcohol or drugs, shall not be considered a violation by COACH under this section. Violation by COACH of any of the material terms or provisions of this Contract. . A finding by the Director of Athletics and the Chancellor of serious or intentional misconduct, including but not limited to, conviction of COACH for a felony or crime that involves dishonesty or moral turpitude, or behavior by COACH that, in the sole and10. crn reasonable judgment of the Director of Athletics and the Chancellor, displays a continual or serious disrespect for the integrity and ethics of the UNIVERSITY. Refusal of COACH to carry out reasonable directives from the Director of Athletics or the Chancellor. Financial exigencies of the UNIVERSITY that result in termination of the basketball program. Upon direction of the Board of Governors of The University of North Carolina or an appropriate state legislative or executive body which requires reduction in employees and which results in elimination of the basketball program. Misappropriation or misuse of UNIVERSITY funds, facilities or property by COACH. Material failure to carry out the duties or a repeated or cumulative failure to carry out the duties of the Head Men’s Basketball Coach as defined in Section IIl of this, Agreement [DUTIES]. COACH expressly acknowledges and understands that his position is a highly public position and his actions and conducts can adversely affect the reputation and standing of the institution, and if COACH’s intentional or negligent actions result in such detrimental consequence to the UNIVERSITY’s reputation, such a consequence is included in this Section Ix for Termination for Cause. ‘Any of those causes specified in the Employment Policies for EHRA Non-Faculty Employees, which include, but are not limited to, incompetence, misconduct, neglect of duty and unsatisfactory performance (not to include the program's win/loss record), and which may be revised from time to time. In the event of a termination under this paragraph, UNIVERSITY's sole obligation to COACH shall be payment of his Base Salary to the date of such termination. Such payment will not be made with State appropriated funds but will be paid from athletic. receipts as defined in G.S. §116-36.2. The UNIVERSITY shall not be liable to COACH for any collateral business opportunities, or other benefits associated with COACH's position as Head Men’s Basketball Coach, including any incentives or other benefits provided to COACH by the Student Aid Association (Supplemental Compensation). X. TERMINATION FOR CONVENIENCE OR WITHOUT CAUSE BY UNIVERSITY: LIQUIDATED. DAMAGES This Agreement may be terminated by the UNIVERSITY at any time, without cause, because of financial exigency, or due to program elimination, or upon the sole discretion and convenience of the UNIVERSITY. In such event, in addition to any earned but unpaid compensation then due COACH, UNIVERSITY shall pay COACH liquidated damages in lieu of any and all other legal remedies or equitable relief in the amount of only the Base Salary ($300,000) remaining under the TERM (prorated monthly for 12Partial Contract Year(s)), such amounts shall be paid monthly to COACH calculated on a prorated annual basis. For clarity, under no circumstance shall COACH be entitled to claim or receive any Supplemental Compensation anywhere referenced herein from the effective date of such Termination for Convenience. Such payments applicable herein will not be made with State appropriated funds but will be paid from athletic receipts as, defined in G.S. §116-36.2. The UNIVERSITY shall not be liable to COACH for any collateral business opportunities or other benefits associated with his position as Head Men's Basketball Coach. The parties have bargained for this liquidated damages provision, giving consideration to the following: This is an Agreement for personal services; the parties further recognize that a termination of this Agreement by UNIVERSITY prior to its natural expiration could cause COACH to lose certain benefits, supplemental compensation or outside compensation relating to his employment at UNIVERSITY, which damages are difficult to determine with certainty. Therefore, the Parties have agreed upon this liquidated damages provision. Notwithstanding the above provisions, COACH's warrants and agrees he is obligated by common law as well as contractual duties herein to mitigate any damages herein; specifically, the COACH warrants and agrees to mitigate the UNIVERSITY's obligation to ay liquidated damages pursuant to this Section. COACH agrees to exercise all good faith efforts to actively seek and secure alternative employment in his area of expertise (employment related to basketball, such as college or pro basketball coaching or facilitating the operations of a college or pro basketball program) following Termination without Cause or for Convenience by the UNIVERSTY. In such circumstance, and if the COACH’s new employment is at a lower salary, the UNIVERSITY's financial obligations under this liquidated damages provision will be to pay COACH the difference between COACH’s Base Salary as Head Coach (paid in monthly increments) and the salary in the new job. COACH agrees to affirmatively inform UNIVERSITY of not only new employment, but the salary associated with such employment. The UNIVERSITY shall be entitled to request and review COACH'S applicable tax returns for any Contract Year to verify new salary compensation level(s). If COACH's salary in the new position exceeds that which COACH would have been paid at UNIVERSITY, then the UNIVERSITY's financial obligations under this Section and liquidated damages provision(s) shall cease for those periods during which COACH'S salary exceeds the UNIVERSITY'S obligation COACH acknowledges and agrees that UNIVERSITY's sole obligation to pay liquidated damages for termination without cause, for convenience, or because of financial exigency, or because of program elimination is governed exclusively by this section of this Employment Agreement, and any prior agreements or promises in regard to UNIVERSITY’s payment of liquidated damages for Supplemental Compensation, additional salary and benefits, and/or outside compensation, if any, are null and void. 13‘The measure of salary paid to COACH under this Section given Termination without Cause and in the event of new employment will be determined by the UNIVERSITY from signed individual income tax returns provided the UNIVERSITY by COACH covering any and all parts of the remainder of the term of the Contract as submitted by COACH to the United States Internal Revenue Service (IRS). Upon UNIVERSITY'S request, COACH hereby agrees to provide the UNIVERSITY with complete disclosure regarding re- employment compensation as well as certified copies of said tax returns at the same time they are filed with the IRS, and failure to fulfill either obligation of full-disclosure or the provision of tax return(s) to the UNIVERSITY shall relieve the UNIVERSITY of any further obligations or payments under this Contract. In the event that the UNIVERSITY pays COACH salary or liquidated damages under this Section that exceeds the amount ‘owed to COACH because he received income from other employment that mitigates UNIVERSITY’s payment obligations under this Part, COACH agrees he possesses an affirmative obligation to repay to the UNIVERSITY any such overpayment by the UNIVERSITY immediately. The obligation of COACH to refund any overpayment and the obligation to provide tax returns to the UNIVERSITY shall extend beyond the ending date of the Contract then existing or in force. XI, TERMINATION H ‘The parties hereby agree that the COACH has special, exceptional and unique knowledge, skill and ability as a men’s basketball coach which, in addition to the continuing acquisition of coaching experience at the UNIVERSITY, as well as the LUNIVERSITY's special need for continuity in its men’s basketball program, render the COACH's services unique. The COACH recognizes that the loss of his services to the UNIVERSITY, without UNIVERSITY approval and release, prior to the expiration of the term of this Agreement or any renewal thereof, would cause an inherent loss to the UNIVERSITY which cannot be estimated with certainty or fairly or adequately compensated by money damages. ‘The COACH therefore agrees, and hereby specifically promises, not to seek, negotiate for, or accept employment, under any circumstances, without first providing notice to the Chancellor and Director of Athletics, as a head men’s basketball coach at any institution of higher education which is a member of the NCAA or for any professional team participating in any professional league or conference in the United States or elsewhere requiring performance of duties prior to the expiration date of the term of this Agreement or any extension thereof. If COACH elects to terminate his employment prior to its expiration, then COACH will have terminated his employment pursuant to this Section and shall pay or cause to be paid to the UNIVERSITY a liquidated damages amount equal to: * $300,000.00 if such termination occurs any time after Contract Year 1; and COACH shall have no further obligation to UNIVERSITY. 14The total amount of any sum to be paid by COACH in liquidated damages determined pursuant to the previous clause shall be paid within 60 days immediately following the effective date of termination of COACH's employment with UNIVERSITY. E. Inthe event of a payment of liquidated damages pursuant to this Section, such payment shall be the UNIVERSITY'S sole and exclusive remedy for such a termination and departure by the Coach. This is a Contract for personal services. The parties recognize that a termination of this Contract by COACH prior to its natural expiration could cause UNIVERSITY to lose the valuable investment of COACH'S continued employment at UNIVERSITY, which damages are difficult to determine with certainty. Therefore, the parties have agreed upon this liquidated damages provision. Xil._ TERMINATION BY BOTH PARTIES This Agreement may be terminated at any time upon mutual consent and written Agreement of the parties and without further obligations between the Parties. Xill. MERGER This Agreement constitutes the full and complete agreement of the parties. No prior or subsequent written or oral understandings or representations pertaining to the subject matter of this Agreement shall be binding upon the parties unless contained herein or set forth in the form of written amendment(s) to this Agreement, executed by both parties prior to becoming effective. XIV. INTERPRETATION AND APPLICABLE LAW This Agreement is made under and shall be interpreted according to the laws of the State of North Carolina. Any rule to the effect that an agreement shall be construed against the party drafting shall have no application to this Agreement. XV. NOTICES Any notice required or permitted to be given under this Agreement shall be sufficient ifin writing, and if sent by registered or certified mail to his residence in the case of COACH, or to the Chancellor's and/or Director of Athletics’ offices in the case of UNIVERSITY, or via email to a valid and current email address maintained by the applicable party or parties to this AGREEMENT. This Agreement may not be renewed automatically, the parties shall discuss renewal at least 30- days prior to Contract expiration. asXVI. SUCCESSOR AND ASSIGNS This Agreement, in accordance with its terms and conditions, shall inure to the benefit of and be binding upon UNIVERSITY, its successors and assigns, and COACH, his heirs, executors, administrators and legal representatives. XVII. PUBLIC RECORDS & UNIVERSITY RECORDS, ‘The parties agree that this document constitutes a public record under the North Carolina Public Records Act and that the UNIVERSITY may disclose the document in response to a valid records request. All materials or articles of cluding, without limitation, personnel records, recruiting records, team information, films, statistics or any other material or data furnished to COACH by UNIVERSITY or developed by COACH on behalf of UNIVERSITY or at UNIVERSITY's direction or for UNIVERSITY's use or otherwise in connection with COACH's employment hereunder are and shall remain the sole and confidential property of UNIVERSITY. If UNIVERSITY requests access/or the return of such materials at any time during or at or after the termination of COACH's employment, COACH shall immediately deliver same to UNIVERSITY. XVIII. ENTIRE AGREEMENT This instrument contains the entire Agreement of the parties hereto. It may not be changed or amended orally, but only by an Agreement in writing signed by the party against whom ‘enforcement of any waiver, amendment, change, modification, extension or discharge is sought. This Contract may be executed in counterparts and those signed counterparts shall be treated as an integrated and fully executed Contractual Agreement. xix. ROVAL BY BOARD OF TRUSTEES It is expressly understood and agreed by the parties that COACH’s employment and this ‘Agreement are not effective until approved by the UNIVERSITY's Board of Trustees and that the ‘annual compensation may be subject to approval by the UNC General Administration. [This page left intentionally blank; signatures appear on following page.) 16IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. UNIVERSITY OF NORTH CAROLINA WILMINGTON, Bass ics Ditector COACH —— ‘Takayo Sidi 17