EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made, effective April 11, 2009, by and between “The Florida International University Board of Trustees ("University"), a body corporate of the State of Florida, and Isiah Thomas ("Head Basketball Coach’). ‘The University and Head Basketball Coach agree as follows: 1, TERM ‘The term of this Agreement is a period of five years commencing April 1, 2009 and ending March 31, 2014 (the “Term"), unless terminated earlier pursuant to the terms and provisions contained herein. The parties expressly acknowledge and agree that in the event of termination of Head Basketball Coach's employment without cause, University shall have no obligation to compensate Head Baskerball Coach in any manner other than as specified in Section 4 of this Agreement (with respect to Head Basketball Coach's compensation, as detailed in Section 4). 2, HEAD BASKETBALL COACH'S DUTIES In consideration of the compensation specified in this Agreement: (2) Head Basketball Coach shall, on a full-time basis, substantially devote his efforts to the proper performance of his assigned duties under this Agreement and other reasonable duties as set forth in the Head Basketball Coach's current job description attached to this Agreement as Exhibit “A". (®) Head Basketball Coach shall develop and implement programs and procedures with respect to the evaluation, recruitment, training and coaching of FIU Basketball Team ("Team") members in an attempt to compete successfully while assuring their welfare. Head Basketball Coach will have the full and sole authority over hiring and firing of Men’s Basketball Staff. Hiring and firing decisions must however, comply with NCAA and Conference rules, Florida State law and University policies. (Head Basketball Coach shall use reasonable efforts to observe and uphold all reasonable academic standards, requirements and policies of University (as provided to him in writing by University) and encourage Team members to perform to their highest potential. Head Basketball Coach recognizes that the goal of the University is that every student-athlete obtains a baccalaureate degree, and agrees to support the attainment of this goal. Head Basketball Coach shall maintain and enforce conduct, disciplinary rules and sanctions, both on and off the field, fairly for all student-athletes in the Basketball program so as to censure academic and moral integrity while encouraging excellence. (©) Head Basketball Coach shall know, recognize, and comply with all applicable laws, as well as applicable policies, rules, and regulations of the University (which are applied equally to all inter-collegiate teams of University), the Sun Belt Conference and the NCAA: supervise and take reasonably appropriate steps to ensure that Head Basketball Coach's assistant coaches, any other employees for whom Head Basketball Coach is administratively responsible and the members of the Team know, recognize, and comply with all such laws, policies, rules, and regulations; and promptly report to the Director of Athletics and the Department's Compliance Coordinator if Head Basketball Coach believes that any person orentity has violated or is likely to violate any such laws, policies, rules, or regulations. Head Basketball Coach shall cooperate with the University at all times in any NCAA investigation or inquiry related to the Basketball Program or the Department of Athletics. () Head Basketball Coach shall not enguge directly or indirectly, in any outside employment or activity which would materially detract from the performance of his duties as detailed herein, Head Basketball Coach shall obtain approval from University (not to be unreasonably withheld, delayed, or conditioned) to engage in any outside employment or activity (whether compensated or not for the activity) prior to engaging in such employment or activity in accordance with the University's Outside Employment, Conflict of Interest Policy and the Florida Public Employee Code of Ethics, Chapter 112, Florida Statutes. Such approval shall only be necessary to the extent University approval is required by University of all fulltime and parctime University employees. (@ Head Basketball Coach shall not seriously consider, whether directly or indirectly, employment with another sports related program or business during the term of this agreement ‘without advanced written notice to the University. (t) In accordance with NCAA rules, Head Basketball Coach shall provide a written, detailed annual report to the President no later than February 1 of each year disclosing all athletically related income and benefits from sources outside the University in a reasonable format. Upon demand and reasonable notice, University shall have reasonable access to records necessary to verify such report. Sources of such income, include, but are not limited to the following: (i) sports camps; (ii) housing benefits; (ii) country club memberships; (jv) complimentary ticket sales; (v) television and radio programs; and (vi) endorsement or consultation contracts with athletics shoe, apparel, or equipment manufacturers. (@) Head Basketball Coach shall not, either on his own or through any corporation controlled by him, usurp any corporate promotional opportunities offered or readily available to University. () Head Basketball Coach shall not use any of the logos, trademarks, servicemarks; indicia, or insignias of the University unless given advance written approval by the Vice President for External Relations, Athletic Director or his or her designee (such approval not to be unreasonably withheld, delayed, or conditioned). (@) Head Basketball Coach shall cooperate with the University in developing and promoting, the University's athletic program, the Men's Basketball program, the Athletic Association, the University, the University's Alumni Association, and other University-affliated organizations. Such cooperation includes, but is not limited to, attendance and participation at meetings, events, radio shows, television, and other media outlets of the University and University- affliated organizations as directed by the Director of Athletics; endorsement of products and performance of promotional services; and personal appearances as directed and reasonable of high Major Division T Head Men's Basketball Coach by the Director of Athletics as part of University sponsorship or endorsement contracts. 3. RIGHT OF PUBLICITY Head Basketball Coach hereby grants and conveys to the University a royalty-free license to use his name and likeness (collectively, “Coach's Likeness") to promote the University, its athletic department, its Basketball program, and the University, including the right to, with Head Basketball Coach's prior approval and permission, sublicense the use of Coach's Likeness to the Florida International University Foundation, Inc. ("Foundation Head Baskerball Coach maintains the right to 2)promote the Indiana University programs, but will require prior written approval from Florida International University before taking part in the promotion of any other NCAA University. “) Head Basketball Coach acknowledges and agrees that, other than the payments under Section 4 of this Agreement, he will receive no royalties or other payments for the use of his preapproved name or likeness from the University or its sublicensees. After the termination of this Agreement, and without limitation, the University may not use Head Basketball Coach's preapproved name or likeness in a manner that implies Head Basketball Coach's continuing support or endorsement of the University or one of its sponsors without Head Basketball Coach's consent, provided that the University shall be afforded a reasonable period of time to remove the Coach’s Likeness from collateral materials or other media. All materials containing Coach's Likeness shall be subject to Head Basketball Coach’s prior written approval (not to be unreasonably ‘withheld, delayed, or conditioned with respect to use of Coach's Likeness to promote the University, its athletic department, its Basketball program, or the University). All such materials to be submitted for approval shall be sent to Head Basketball Coach's business representatives, The ‘Agency Sports Management, LLC (“ASM”), 230 Park Avenue, Suite 851, New York, NY 10169 (Atta, Jordan Bazant). 4, COMPENSATION In consideration of Head Basketball Coach's services provided and rights granted pursuant to this Agreement, University shall pay Head Basketball Coach: (@ Annual base salary (“Base Salary”) will be payable in bi-weekly installments in accordance with normal University procedures; Contract years from April 1st to March 31%, Head Basketball Coach will be eligible for state salary increases as determined by the state legislature. © Year 1: Year 2: $250,000.00 Year 3: $280,000.00 Year 4: $310,000.00 Year 5: $350,000.00 “Time is ofthe essence with respect to all payments due Head Basketball Coach pursuant to this ‘Agreement. Head Basketball Coach shall be eligible for all wage increases as appropriated by the Florida Legislature for State University System (SUS) employees in their annual General Appropriations Act and by University Policies, but in no event shall Head Basketball Coach’s annual Base Salary be less than as listed above. (©) Such normal employee benefits as University generally provides to its exempt staff. If Head Basketball Coach chooses the SUS Optional Retirement Program, the University will provide an additional qualified contribution to a 403B plan of 10.42% of income up to maximum amount allowable by the State of Flori (Upto 20 complimentary admission tickets for home Basketball games (specific amounts per game, up to the maximum of 20, to be determined by Head Basketball Coach). (Head Basketball Coach shall receive the following performance based bonuses. All bonuses are cumulative: ‘Wins Conference Basketball Tournament or $20,000AvLarge Bid to NCAA Conference Regular Season Champion $10,000 Each NCAA Round Team Wins $20,000 Each NIT post-season wins $10,000 Conference Coach of the Year $20,000 APR over 940 per year $20,000 Yearly team GPA of 2.7 or above $20,000 (Calculated each year at the end of the ___term for the preceding Summer A, Fall, Spring, Summer B) ‘Wins National Championship ‘$100,000 (9 Head Basketball Coach will be further compensated based on a variable compensation plan (ee attached). () The parties expressly acknowledge and agree that in the event of termination of Head Basketball Coach's employment without cause, University shall have no obligation to compensate Head Basketball Coach in any manner other than as specified in Section 7 of this Agreement with respect to his furure annual Base Salary. © University shall also provide Head Basketball Coach with the following benefits in each year of the Term: @ Four (4) complimentary lower-level tickets for the NCAA Division I Men's Basketball Final Four (excluding the 2009 Final Four) (these shall accrue as of January 1 of each year); . (i) University shall pay for and provide, Head Basketball Coach’s wife and children ‘with two (2) trips to scheduled Team road games during each basketball season of this Agreement (which may be preseason, regular-season, or postseason including Final Four) in the same manner as provided to Team staff or guests swith respect to transportation and accommodations; said road games to be selected by Head Basketball Coach, in his sole discretion; (ii) Inthe event Head Basketball Coach remains as the head coach of the Team through the Term of this Agreement, and the Agreement has not been terminated by either party, then the University agrees to provide Head Basketball Coach with a payment in the amount of One Hundred Thousand Dollars (100,000) on the lst day of the Term. {{a) Head Basketball Coach shall be entitled to reimbursement for reasonable moving expenses in accordance with University policy, including reimbursement for temporary housing representative of a high major Division I Head Men’s Basketball Coach for a period of twelve (12) months, AUTOMATIC TERMINATION ‘This Agreement shall automatically terminate upon any of the following events: (the death of Head Basketball Coach ® isability of Head Basketball Coach, which prevents him from performing the essential functions of the job; (©) the issuance of a penalty by the NCAA or the SBC requiring the termination or suspension of Head Basketball Coach's duties. (@ ‘any détir‘eiice which prevents Head Basketball Coach frodi materially performaiig his duties as Head Basketball Coach, as defined by the University; provided Head Basketball 4Coach receives written notice of said occurrence, and thirry (30) days therefrom to correct such occurrence. (mutual written agreement of the parties. In the event of automatic termination, all rights and obligations of the parties under this ‘Agreement shall cease and this Agreement shall be null and void, including all rights of Head Basketball Coach under Section 4 of this Agreement except any accrued Base Salary, sick leave and vacation leave due to the Head Basketball Coach under University policies applicable to exempe sa, 6 TERMINATION BY UNIVERSITY FOR JUST CAUSE University may terminate this Agreement at any time for “just cause”, which shall be defined as the occurrence of one or more of the following: (@) failure to perform Head Basketball Coach's duties as set forth in this Agreement or refusal or unwillingness to perform such duties as set forth in this Agreement; win-loss record is not considered “just cause” (0) material breach by Head Basketball Coach of this Agreement not remedied after thirty days written notice thereof to Head Basketball Coach; (© significant or repetitive material breach by Head Basketball Coach of applicable laws, or applicable policies, rules, and regulations of the University (which are reasonable and applied equally to all inter-collegiate teams of University), the Conference (currently Sun Belt Conference) or the NCAA; @ significant or repetitive violation or breach of policies, rules, and regulations of the University (which are applied equally to all inter-collegiate teams of University), the Conference or the NCAA by any student, coach, or other person representing the University's athletic interests: () acting at the instruction or direction of Head Basketball Coach or with the consent of Head Basketball Coach, or (i) about which Head Basketball Coach knew or, upon reasonable investigation, should have known and failed to report to the Director of Athletics (©) __ failure by Head Basketball Coach to report promptly to the Director of Athletics and the Compliance Coordinator any violations known to Head Basketball Coach of policies, rules, and regulations of the University, the Sun Belt Conference or the NCAA governing athletics. (any act or material omission by Head Baskerball Coach that gives rise to a finding that the University has violated an NCAA regulation (with the exception of minor infractions, which shall not give rise to a termination for just cause); @__ material fraud or dishonesty of Head Basketball Coach in the performance of his duties or responsibilities under this Agreement; (@) soliciting, placing or accepting by Head Basketball Coach of an illegal bet on any intercollegiate or professional athletic contest, or explicitly permitting, condoning or encouraging by Head Basketball Coach of any illegal gambling, bookmaking or illegal betting involving any intercollegiate or professional athletic contest whether through a bookmaker, a parlay card, a pool or any other method of orginized gambling;() commission by Head Basketball Coach of any felony or of any crime involving dishonesty or moral turpitude (whether prosecuted or not) In the event of termination under Section 6, all rights of Head Basketball Coach and all obligations of the University under this Agreement shall cease. In no event shall University be liable to Head Basketball Coach for any liquidated damages, or loss of any collateral business ‘oppornunities or any other benefits, including under the variable compensation plan (except any accrued Base Salary, sick leave and annual leave due to the Head Basketball Coach under University policies applicable to exempt staff), perquisites, or income from any other sources asa result of termination under this Section 6, 7, TERMINATION BY UNIVERSITY WITHOUT CAUSE: (®) The University may terminate this Agreement without cause at any time prior to its expiration. If the University terminates this Agreement without cause, University shall pay, or shall ‘cause to be paid, to Head Basketball Coach, as liquidated damages, the Annual Base Salary for the time remaining in this Agreement. Said liquidated damages shall be paid as a lump sum payment within sixty (60) days after the effective date of termination. The parties have bargained for and agreed to the foregoing liquidated damages provision, giving consideration to the fact that Head Basketball 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 liquidated damages by University and acceptance thereof by Head Basketball Coach shall constitute adequate and reasonable compensation to Head Basketball 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) This shall constitute Head Basketball Coach's sole damages for the University's termination of this Agreement without cause, and all other obligations of the University under this Agreement shall terminate immediately upon termination without cause pursuant to this provision, Other than as set forth in Section 7(2), University shall not be liable for any salary, benefits (except any accrued sick leave and vacation leave due to Head Basketball Coach under University policies applicable to exenapt staf), or other compensation. Head Basketball Coach hereby expressly waives all chims to notice periods applicable to exempt employees. Other than as set forth in Section 7(), ‘University shall not be liable for any liquidated damages or any loss of any collateral business opportunities or any other benefits, perquisites, or income from any sources that might ensue as a result of University's termination of this Agreement without cause. (©) In the event that either party commences legal proceedings to enforce any provision of this Section, the losing party shall pay reasonable attorney fees, expenses and costs incurred by the prevailing party. 8. TERMINATION BY HEAD BASKETBALL COACH: (@ University shall not be liable for any salary, benefits, other compensation, any liquidated damages or any loss of any collateral business opportunities or any other benefits, perquisites, or income from any sources that might ensue as a result of Head Basketball Coach's termination of this Agreement (except with respect to any termination of this Agreement by Head Basketball Coach due to University’s muteril breach of this Agreement which remains uncured for 30 days after University's receipt of writen notice specifying such material breach). University shall release all claims and Head Basketball Coach shall have no buyout tied to termination.9. APPLICABILITY OF NCAA RULES Pursuant to NCAA By-Laws, if Head Basketball Coach is found in violation of NCAA regulations, then Head Basketball Coach shall be subject to disciplinary or corrective action by the NCAA as set forth in the provisions of the NCAA enforcement procedures, and furthermore, if the Head Basketball Coach is found to be involved in significant and repetitive NCAA. violations, the University may suspend Head Basketball Coach for a period of time without pay, or may terminate the Head Basketball Coach's employment. 10, UNIVERSITY PROPERTY All materials or articles of information (except for personal, basketball-related materials brought by Head Basketball Coach to the University), including, without limitation, Head Basketball Coach's records, statistics or any other material or data in any form or medium furnished to Head Basketball Coach by the University, or developed by Head Basketball Coach on behalf of the University, or at the University's or Head Basketball Coach's direction or supervision, are and shall remain the sole, proprietary property of the University. Within ten (10) days of the expiration or termination of this Contract with or without cause by either party, Head Basketball Coach shall immediately cause any such materials in his or her possession, custody or control to be returned and delivered to the Director of Athletics. 11, LIMITATION ON OBLIGATIONS University has no further obligations to Head Basketball Coach beyond those stated herein. No other compensation is due to Head Basketball Coach from University unless expressly stated herein. Head Basketball Coach is fully and solely responsible for reporting all compensation received pursuant to this Agreement and for paying all taxes associated therein. 12, SEVERABILITY If a court of competent jurisdiction determines that any provision of this Agreement is void, invalid, illegal or unenforceable for any reason, the remaining provisions of the Agreement shall continue in full force and effect. 13. GOVERNING LAW ‘This Agreement shall be governed and construed in accordance with the laws of the State of Florida. 14, ENTIRE AGREEMENT/AMENDMENT This document, the FIU Foundation Inc. letter and variable compensation agreement with Florida International University constitute the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous understandings, representations or agreements, whether written or oral, between the parties. No amendment or modification of this ‘Agreement shall be effective unless in writing and signed by both parties under the same formalities as this agreement.15. NO ASSIGNMENT/NO INUREMENT This is an Agreement for personal services. It is personal to the Head Basketball Coach and the University. Neither party may assign its rights or obligations under this Agreement without the written consent of the other party. This Agreement shall not inure to the benefit of any heir, representative, or assign of Head Basketball Coach. 16. NOTICE ‘Where notice is required or permitted to be given, it shall be in writing and sent by first class sail, recur receipt requested, or in person to the parties at the following addresses: FOR UNIVERSITY: General Counsel Florida International University University Park Campus 11200 SW 8" Street PC 511 Miami, Florida 33199 FOR HEAD BASKETBALL COACH: Isish Thomas Head Basketball Coach/ Director of Basketball Operations Florida International University University Park Campus Miami, Florida 33199 ‘With a copy to: Jordan Bazant The Agency Sports Management, LLC 230 Park Avenue Suite 851 New York, NY 10169 With a copy to: Rand E. Sacks, Esq. The Sacks Group, PLLC 5335 Wisconsin Avenue, NW Suite 850 ‘Washington, DC 20015 17. WAIVER: No delay or failure to enforce any provision of this Agreement shall constitute a waiver or limitation of rights enforceable under this Agreement, 18, FORCE MAJEURE: Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions,governmental regulations, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform (including financial inability), shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage. 19, NCAA VIOLATIONS: University represents and warrants that it has no knowledge, or reason to suspect (aor would a reasonable person conclude that University has knowledge or reason to suspect) that the University thas committed any infraction of NCAA rules, bylaws, or regulations that will lead or are likely to lead to sanctions which will or are likely to have an adverse impact on the Team. 20. HEADINGS: “The headings contained in this Agreement are for reference purposes only and shall not in any ‘way affect the meaning or interpretation hereof. 21. UNIVERSITY DUTIES: (@ University will provide the Head Men’s Basketball Coach with total control of the scheduling so long as it is compliant with NCAA and Conference rules and requirements and the Head Men’s Basketball Coach's material obligations as set forth in this agreement. () University will provide the Head Men’s Basketball Coach with total control of the hiring of all Men's Basketball Assistant Coaches as long as those individuals have no ctiminal record and are cleared by the NCAA and these two conditions are met in advance of the University making any offer of employment. (© University will allocate all proceeds from game guarantee revenues, which must be derived in a manner compliant with NCAA rules and as described under the Head Men’s Basketball Coach's obligations as set forth in this agreement, in excess of the first $180,000.00 (during the Term”) towards the Men’s Basketball budget. (@ University wil allocate the following total funding to establish a pool of funds available to the Head Men’s Basketball Coach for the sole purpose of Hiring Men’s Basketball Assistant Coaches Men’s Assistant Basketball Coaches pool of funding will be eligible for any state salary increase as determined by the state legislature: Year 4: $250,000.00 Year (9 University will provide the use of the U.S. Century Bank Arena based on reasonable availability for the Head Men's Basketball Coach to operate a Basketball Camp and/or a Coach's clinic for four-week period during the summer, and for one (1) night duringceach year of the term of this agreement at a rental rate of $1.00, subject to the standard terms contained in the University’s premises use agreements with respect to the conduct of such camps. Availability may be hindered by events such as Women’s volleyball games, Women’s Basketball games, Commencements, Graduations, and these types of limited, but critical events that are core University functions. Any revenues, expenses and all liabilities associated with these activites will be borne by the Head Men's Basketball Coach or the legal entity taking on such activities. Head Basketball Coach shall be permitted to use the logos, trademarks, service marks, indicia, or insignias of the ‘University in connection with respect to the promotion of the camps. ® University will provide Head Men's Basketball Coach with a total meal allowance of $25,000.00 for the first 12 months of the contract term. © University is currently in negotiations with Adidas, and has a proposal on the table. ‘Head Men’s Basketball Coach will be given the opportunity to meet with Adidas along ‘with Pete Garcia, Athletics Director, representing the University, with the intent of further increasing benefits to the University. Head Men’s Basketball Coach will be able to negotiate any incremental benefits to the University and direct those benefits to be directed to the Men's Basketball Program. () The Men's Basketball budget includes a line/account call, “game guarantee,” which is normally earmarked for the payment of game guarantees. The earmark on the budget ‘of $100,000.00 in game guarantee will be relaxed so that the Head Basketball Coach may use this budget line for general Men’s Basketball program purposes. IN WITNESS WHEREOF, the parties do execute this Agreement on the day and year set forth above. ‘THE FLORIDA INTERNATIONAL HEAD MEN'S BASKETBALL COACH: UNIVERSITY BOARD OF TRUSTEES: 10FLORIDA, FIU INTERNATIONAL UNIVERSITY Variable Compensation Plan - Head Men’s Basketball Coach ‘As the Head Men’s Basketball Cosch for the FIU Athletics Department, Isiah Thomas will receive compensation as defined by the Employment Agreement and will be eligible for additional compensation as outlined below for the use of Isiah Thomas’ name and likeness, reputation, and goodwill for the promotion of FIU Athletics and Men's Basketball; Men’s Basketball Sponsorship sales, Men’s Basketball game ticket sales, food and beverage concession sales sold at Men's Basketball games and the sale of Men’s Basketball Radio and/or Television rights (excluding game telecast rights via television or internet). For each Basketball season in which the cash commissions received by the University for Men’s Basketball food and beverage concession exceed $1,000, the University will pay a bonus payment equal to 50% of the Men's Basketball food and beverage concession gross cash commissions received by the University from the concessionaire that are in excess of $1,000. For each Basketball season in which Men's Basketball Sponsorship cash revenues received by the University exceed $1,000, the University will pay a bonus payment equal to 50% of the Men’s Basketball gross Sponsorship cash revenues received by the University that are in excess of $1,000. Proceeds from the existing U.S. Century Bank arena are excluded from Sponsorship cash revenues. For each Basketball season in which Men's Basketball ticket revenue received by the University exceed $1,000, the University will pay a bonus payment equal to 50% of the Men's Basketball gross ticket revenues received by the University that are in excess of $1,000. For each Basketball season in which Men's Basketball Radio and/or Television rights (excluding game telecast rights via television or internet) cash revenues received by the University exceed $1,000, the University will pay a bonus payment equal to 99.5% of the Men’s Basketball Radio and/or Television rights (excluding game telecast rights via television or internet) gross cash revenues received by the University that are in excess of $1,000. Head Basketball Coach shall not engage, directly or indirectly, in any outside employment or activity which would detract from his ability to devote his full-time and best efforts to the performance of his duties. Head Basketball Coach shall obtain approval to engage in any outside employment or activity (whether compensated or not for the activity) prior to engaging in such employment or activity in accordance with the University’s Outside Employment, Conflict of Interest Policy and the Florida Public Employee Code of Ethics, Chapter 112, Florida Statutes. Special Conditions: ‘* Bonus will be paid at the earlier of 30 days after receipt of cash collection of ticket revenue, sponsorship revenue, radio/ and or Television rights as described above or last season Men’s Basketball game. © Employee rights toall future variable compensation will end upon expiration or termination ofthe Employment Agreement, or employee termination, with or without cause,‘¢ All sponsorships are subject to the University’s approval ‘© Bonus is not payable on donations Limitation on Obligations: University has no further obligations to Head Basketball Coach beyond those stated herein. No other compensation is due to Head Basketball Coach from University unless expressly stated herein. Head Basketball Coach is fully and solely responsible for reporting all compensation received pursuant to this Agreement and for paying all taxes essociated therein. Entire Agreement/Amendment This document, the FIU Foundation Inc. letter, and the employment agreement with Florida International University constitute the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous understandings, representations or agreements, whether written or oral, between the parties. ‘No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties under the same formalities as this agreement. Employee Director/Vice President President ‘Human Resources