COUNTY OF MECKLENBURG STATE OF NORTH CAROLINA EMPLOYMENT AGREEMENT HEAD FOOTBALL COACH ‘THIS EMPLOYMENT AGREEMENT (hereinafter “Agreement”) is made tis {¢V day of Hew ele, 2011 by The University of North Carolina at Charlotte (hereafter “UNIVERSITY”) and (Brad L. Lambert (hereafter “COACH”). RECITAL, UNIVERSITY and COACH have agreed to the terms of a new contract of employment to begin March 4, 2011. THEREFORE, in consideration of the mutual promises, covenants, and conditions in this Agreement, UNIVERSITY and COACH agree as follows: 1.0 2.0 Primary Purpose Is Education: I. The patties agree that, although this Employment Agreement is sports-related, the primary purpose and mission of UNIVERSITY and, accordingly, of all its legal arrangements, including this Agreement, is education, COACH agtees that his responsibilities under this ‘Agreement must consistently be exercised in furtherance of that purpose and mission. 1.2 It is recognized by the parties that a student-athlete may be declared not eligible for competition for academic reasons, because UNIVERSITY believes he would not be an appropriate representative of UNIVERSITY, as a disciplinary sanction under UNIVERSITY’s disciplinary code, or because UNIVERSITY believes that he is not eligible according to the rules for athletic competition specified by any athletic conference of which UNIVERSITY is a member ot associate member, or by the National Collegiate Athletic Association (hereinafter NCAA), or for similar reasons. This decision may be made either by COACH, the Director of Athletics, or the Chancellor. In no event may such an action taken by UNIVERSITY be considered a breach of this Agreement, All violations by student-athletes of UNIVERSITY’s “Code of Student Responsibility” or “Code of Academie Integrity” will be addressed in aecord with the requirements of those policies, ‘Term of Employment: 2.1 UNIVERSITY employs COACH as Head Football Coach for a term beginning March 4, 2011 (the “Beginning Date”), and ending at 5:00 p.m, on January 31, 2017 (the “Termination Date”. 22. Except as specified in Section 7,2 below, this Agreement may not be renewed or extended except after evaluation of COACH’s performance during the current term and a «written offer to renew presented by UNIVERSITY, such action to occur no later than January 15 of cach year beginning in 2013, COACH is not obligated to accept such an offer. Page 1 of 153.0 2.3. COACH accepts employment in this position and agrees to perform the duties of COACH as set forth in this Agreement faithfully and diligently. Dut 3.1 COACH is hereby employed by UNIVERSITY as Head Football Coach with all the duties, responsibilities, and obligations normally associated with the position of Head Football Coach. COACH must devote all such time, attention, skill, and effort as may be necessary to carry out those duties, responsibilities, and obligations, and all that is reasonably implied thereby, and COACH agrees to perform all duties of this position faithfully and difigently. COACH may accept no other employment except as may be authorized pursuant to Section 9.0. COACH understands and agrees that pursuant to Section 7.1, the annual evaluation of his performance by UNIVERSITY will include evaluation of his performance of each of the following duties (the “Performance Standards”): (a) Encourage academic progress, in conjunetion with the faculty and UNIVERSITY, of student-athletes toward graduation and oversee the disciplinary conduct of student- athletes. COACH is responsible for supporting and encouraging the educational pursuits of his student-athletes as part of his coaching responsibilities and for maintaining high diseiplinary standards, In particular, COACH will use his best efforts to support UNIVERSITY’s policy on the recruitment and retention of qualified student- athletes and the necessity that athletes progress toward a degree in a defined academic program. COACH will also use his best efforts to contribute fo the academic progress ‘of team members under his supervision, ())— Onor before the first day of class in each Fall semester, COACH will assist the Athletic Academic Center in developing an annual written plan for monitoring and supporting the classroom and out-of-class activities of student athletes. (©) On or before the first day of class in each Fall semester (exeluding the Fall 2011 semester), COACH will prepare and submit for approval to the Director of Athletics a set of “team rules” specifying behavioral expectations and disciplinary consequences for the studentathletes who are members of the Football team. The Director of Athletics will have final approval authority over these team rules, It is understood that, COACH will maintain reasonable discretion in enforcing team rules but will keep the Director of Athletics fully informed in a timely manner with respect to the application of disciplinary sanctions. @ Conduct himself in accordance with and direct the Football program so that it complies, with all State and Federal laws, and with all the following policies, rules and procedures, which are incorporated into this Agreement as they may be revised from time to time as if fully set forth herein: ‘The constitution and bylaws of any athletic conference of which UNIVERSITY is a member or associate member; all requirements imposed by the NCAA; and all policies and procedures of the University of North Carolina and UNIVERSITY; Page 2 of 15© © ) (hy) @ @ w® oO Maintain primary responsibility for developing, maintaining, managing, and administering the budget for the Football program in close consultation with the Director of Athletics; Maintain responsibility for the hiring, termination and discharge of assistant coaches, the Director of Football Operations, Head Strength Coach for Football, Head Video Coordinator for Football, and graduate assistants (hereinafter, collectively, “Football Staff’), All such decisions as are deseribed in this subsection (f) are subject to the final approval of the Director of Athletics, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, it is understood that COACH may not directly supervise or participate in the evaluation of any Football Staff with whom COACH is considered a “Related Person” as defined under UNIVERSITY’s Policy Statement #22, “Concurrent Employment of Related Persons.” Provide input into the hiring, retention, and reassignment of Department of Athletics support personnel whose work direetly impacts the Football program. Such input will be given full and significant consideration; however, all final decisions regarding hiring, retention, and reassignment of these personnel rest with the Director of Athletics; Maintain primary responsibility to schedule and reschedule opponents for the Football program subject to the final approval of the Director of Athletics; Maintain full responsibility for the supervision and conduct of Football Staff and their activities, including maintaining compliance with the constitution, bylaws, legislation, rules, and regulations of any athletic conference of which UNIVERSITY is a member or associate member and of the NCAA, and with the policies and procedures of the University of North Carolina and UNIVERSITY, as such may be amended from time to time. COACH will provide annual written evaluations of the performance of cach member of the Football Staff to the Director of Athletics no later than June 15 of each year; Secure the approval of the Director of Athletics before attempting to raise money to support the football budget, All requests for support of the Football program by the UNC Charlotte Foundation or by The Athletic Foundation of The University of North Carolina at Charlotte will be channeled through the Director of Athletics; Not instruct or permit his assistant coaches or other Football Staff to do anything this ‘Agreement prohibits COACH from doing or does not allow COACH to do; Discuss with Director of Athletics in advance any major public announcement concerning the Football program (¢.g., suspension of players from the team or a schedule modification); Page 3 of 154.0 5.0 6.0 (m) Work on public relations and student welfare issues as deemed appropriate by the Director of Athletics and the Chancellor; and (0) Serve, without compensation, on the Board of Directors of at least one non-profit organization, In consultation with the Chancellor, the Director of Athletics must give advance approval of COACE?S choice of such Boards), 3.2 At present, the initiation of the Football program receives significant public attention at UNIVERSITY. UNIVERSITY wishes to use this interest to enhance public awareness of the full range of educational programs, research activities, and services it offers, and to increase the number of people who visit the campus. COACH and UNIVERSITY recognize that because of public interest in intercollegiate athletics, COACH can play a very important role in UNIVERSITY’S public relations efforts, Therefore, in addition to duties normally associated with serving as head coach of an intercollegiate team at UNC Charlotte as set forth in Section 3.1 above, COACH will have additional duties not presently required of other head coaches at UNC Charlotte. These additional duties are intended to enhance general public awareness of and regard for UNIVERSITY and its missions. ‘These additional duties will include, but ate not limited to, regular speaking engagements, media appearances, and other public relations activities in which COACH will serve as representative of UNIVERSITY, COACH will devote all appropriate and reasonably necessary time and attention to preparing for and executing these publie relations activities so that UNIVERSITY and its programs are accurately and attractively represented. Annual Compensation: The annual base salary (hereafter, “Base Salary”) for the position of Head Football Coach during the term of this Agreement, is $250,000, based on a twelve-month employment period, which will be paid in accordance with standard UNIVERSITY payroll practices and procedures, ‘The Director of Athletics and Chancellor will make recommendations on adjustments to the annual compensation during the annual salary review period. ‘This Section intentionally left blank. Additional Compensation: 61 Inany year that UNIVERSITY’s intercollegiate Football team competes in the NCAA. FCS Football Championship, UNIVERSITY will pay COACH additional compensation in a lump sum equal to 5% of his annual Base Salary then in effect, payable within 90 days after the conclusion of said Championship. An additional 5% of the Base Salary will be paid for reaching the second round of said Championship, and each subsequent round. Another 10% will be paid for winning the NCAA FCS National Championship. Thus, under the current FCS playoff structure, the maximum additional compensation payable under this Section 6.1 is 35% of the Base Salary. COACH may waive the payment of all or a portion of any amount due under this Section 6.1 62 UNIVERSITY will pay basic monthly, annual, or other basic dues required to maintain ‘a membership in COACH’s name at one Country Club of COACH’s choice, subject to the Page 4 of 1570 review and approval of the Director of Athleties, whose approval will not be unreasonably withheld, UNIVERSITY will neither pay nor reimburse COACH for special assessments, food minimums, or other similar charges associated with such memberships. 6.3 UNIVERSITY will provide COACH the use of one late-model automobile. UNIVERSITY will provide reasonable liability insurance and reasonable costs of operation and maintenance for the automobile so provided. If UNIVERSITY is not able to secure an automobile, a car stipend in the amount of $600 per month will be paid to COACH, This payment will be made with the understanding that this amount is intended to cover lease/purchase, insurance, and maintenance expenses and no other payments will be made on behalf of COACH for these purposes. 64 UNIVERSITY will provide 10 premium football season tickets for use by COACH for all home football games as well as 5 premium men’s basketball season tickets in the lower seating section of Halton Arena to COACH at no cost or expense to COACH. 6.5 UNIVERSITY will provide 10 premium FCS championship tickets for any game hosted by UNIVERSITY at no cost or expense to COACH. 6.6 Each year, UNIVERSITY will reimburse COACH the reasonable cost of professional tax retum preparation, for both North Carolina and federal individual tax returns. 6.7 All additional compensation under this Section 6.0 will be paid from non-State funds in accordance with standard UNIVERSITY payroll practices and procedures. Annual Evaluation of COACH; Renegotiation of Agreement: 7.1 Not later than January 15 of cach year during the term of this Agreement beginning in 2013, the Director of Athletics will prepare a written evaluation of COACH’s success in carrying out the duties and responsibilities associated with his position and his success in meeting the Performance Standards. The written evaluation will be submitted to the Chancellor and to COACH. COACH will have the opportunity to discuss the evaluation in an annual meeting among COACH, the Director of Athletics, and the Chancellor. 7.2 ‘The amount of salary set forth in Section 4.0 of this Agreement and the additional compensation set forth in Section 6.0 of this Agreement remain in effect through at least June 1, 2013 (hereinafter the “Renegotiation Date”). No earlier than the Renegotiation Date, the parties agree to negotiate in good faith, based on the annual evaluations described in Section 7.1 above, COACH’s success in developing the football program and in preparing the team for competition, COACH’s representation of UNIVERSITY in the performance of his duties under this Agreement to that point, and other applicable criteria: (@ to determine whether additional salary and compensation for the remainder of the term of this Agreement are merited; Page 5 of 158.0 9.0 (6) to determine whether a portion of COACH's additional compensation will be based ‘upon the successfull completion of specific performance-related goals, including those related (o student-athlete academic achievement, promotion, and marketing of the football program, and competitive scheduling and success of the football team; and (© to determine an appropriate extension to this Agreement, if any. It is understood and agreed that only Sections 4.0 and 6.0 will be subject to renegotiation under this Section 7.2. If the negotiations described in this Section 7.2 do not reach a suecessfil conelusion prior to 5:00 p.m. on August 1, 2013 (or such later date and time as is mutually agreed upon by the parties in writing), all provisions of this Agreement will remain in full force and effect. The period between the Renegotiation Date and August 1, 2013 (or such later date as is mutually agreed upon by the parties in writing) is referred to as the Renegotiation Period. 7.3 Itis understood and agreed that the negotiations described in Section 7.2 will be subject to any applicable laws or Executive Orders regarding annual salary adjustments, Fringe Benefits: 8.1 The position of Head Football Coach is classified as an EPA Nonfaculty position subject to all the rights and obligations set forth in UNIVERSITY’s Policy Statement #64, “Personnel Policies for Designated Employment Exempt from the State Personnel Act” (hereinafter the “Personnel Policies”). COACH acknowledges receipt of a copy of those policies, which are incorporated into this Agreement as if fully set forth herein. 8.2 Those policies may be revised from time to time without further notice to COACH, but UNIVERSITY will make a good faith effort to apprise COACH of significant changes in a timely way. 83 COACH will receive all employment benefits which are normally available to other twelve-month EPA Nonfaculty employees. COACH acknowledges that fringe benefits provided by UNIVERSITY are subject to change from time to time by the North Carolina General Assembly, the University of North Carolina, or UNIVERSITY, Outside Compensation: 9.1 Subject to compliance with all policies on extemal professional activities for pay established by ‘The University of North Carolina and UNIVERSITY, as they may be revised from time to time, and subject to all other relevant State and Federal policies and laws ‘concerning conflict of interest, and with prior written approval from the Director of Athletics and Chancellor, COACH may engage in extemal activities for pay while employed by UNIVERSITY. Such activities are independent of his UNIVERSITY employment and create no expense or obligation for UNIVERSITY. UNIVERSITY has no responsibility for any claims atising therefrom. These external activities may include but are not limited to engaging in any radio, television, motion picture, stage, writing or any similar activity, personal appearances, and commercial endorsements, and subject to the following Section 9.2, football camps. No stich outside activities are permitted unless COACH has first submitted the Notice Page 6 of 15of Intent to Engage in Professional Activities for Pay form required under UNIVERSITY policy and has received all necessary approvals thereof. 9.2 While COACH may conduet or participate in football camps for compensation subject only to the requirements of the preceding paragraph, no such football camp may be conducted by COACH using UNIVERSITY’s name or UNIVERSITY property without the prior written approval of the Director of Athletics. Each camp using UNIVERSITY’s name or conducted on UNIVERSITY property which has been approved must be conducted in accordance with all applicable UNIVERSITY policies, including those requiring the payment of fees for use, if any, and require COACH to submit the Notice of Intent to Engage in External Professional ‘Activities for Pay and obtain approval of the Director of Athletics. To the extent any such camp is operated with or under the sponsorship of UNIVERSITY, COACH’s compensation therefrom is subject to an annual Agreement between COACH and the Director of Athletics, but UNIVERSITY expressly makes no guarantee of any compensation to COACH from such activity. 9.3 Commercial Endorsements UNIVERSITY agrees that COACH may accept remuneration for commercial endorsements that fully comply with the guidelines of the NCAA. If COACH makes commercial endorsements, he may identify himself as the Head Football Coach for UNIVERSITY but may not otherwise associate UNIVERSITY’s name with the endorsement. COACH may not in any way use oF cause to be used the trademarks or service marks owned by UNIVERSITY in connection with any commercial endorsement. COACH will not use any UNIVERSITY students in any programs endorsing private products in radio, television, or other media, and will not film any commercials endorsing private products on UNIVERSITY property. COACH?s commercial endorsements ate independent of his employment with UNIVERSITY and UNIVERSITY has no responsibility or liability for any claims arising therefrom. 9.4 — Shoe, Apparel, and Equipment Contracts COACH may enter contracts or agreements with shoe, apparel, or equipment manufacturers or sellets which provide that COACH must wear, promote, endorse, or consult with the manufacturer or seller concerning the design and/or marketing of shoes, apparel, or equipment, and which provide personal compensation or other benefits to COACH in exchange for such service by COACH; provided, however, that each such contract must be in writing and, prior to execution, must be submitted by COACH for approval by the Director of Athletics as an external professional activity for pay pursuant to UNIVERSITY policy, COACH is not authorized to negotiate or make any agreement with any person or organization which calls for any UNIVERSITY student-athlete, cheerleader, manager, team, or employee to be required to wear ot display particular shoes, apparel, or equipment or to affix any patch or symbol identifying commercial products or services to UNIVERSITY-owned or controlled shoes, apparel, or equipment unless the terms and conditions of such agreement are in writing and have been approved in advance in waiting by the Director of Athletics. COACH will not sell or attempt to sell any product he endorses to any UNIVERSITY student-athlete, or to any cheerleader, manager, team or employee involved in the football program. Page 7 of 1510.0 9.3 COACH must report annually on July 1 to the Chancellor thro Athletics all athletically-related income from sources outside UNIVERSITY, including but not limited fo income from annuities from any source, such as income from The Foundation of the University of North Carolina at Charlotte, Inc., The Athletic Foundation of The University of North Carolina at Charlotte, sports camps and clinics, television and radio programs, commercial endorsements, consulting agreements, and all other athletically-related income fiom every outside source whatsoever, COACH must allow UNIVERSITY reasonable and prompt access to all records of COACH to verity this report (NCAA Bylaw 11.2.2). Automatic Termination Upon Death or Inability of COACH to Perform Duties and Obligations Under the Employment Agreement: ‘Agreement terminates automatically without notice in the event that COACH dies. COACH’ salary and all other benefits terminate as of the end of the calendar month in which death occurs, except that COACH’s personal representative or other designated beneficiary will be paid all such death benefits owed to COACH, if any, as may be contained in any benefit plan now in force or hereafter adopted by UNIVERSITY. In addition, any sums catned as compensation as defined in Sections 4.0 or 6.0 but not yet paid, or any unreimbursed expenses, will be paid to COACH’S personal representative or designated beneficiary within 90 days of his death. 10.2 This Agreement terminates, upon reasonable notice to COACH by UNIVERSITY, if COACH for any reason becomes and remains unable by reason of medical illness or incapacity to perform his duties and obligations hereunder for a period of 90 days, Such determination of COACH? inability to perform his duties will be made in the sole judgment of the Chancellor and Director of Athletics. However, such determination shall be made only afer the Chancellor and Director of Athletics seek the advice and opinion regarding such disability from ‘an impartial physician competent to provide such advice and opinion, as may be mutually agreed upon by COACH or his legal representative(s) and the Director of Athletics of UNIVERSITY. If COACH or his legal representative(s), as the case may be, and the Director of Athletics are unable to agree upon such physician, the selection shall be made by the Dean of the School of Medicine of the University of North Carolina at Chapel Hill. Following a determination of incapacity and at the end of the 90 day period, all salary and other benefits terminate, except that COACH is entitled to receive any disability benefits to which he is entitled under any disability program in which he is enrolled through UNIVERSITY. In addition, any sums eamed as of the date of termination as compensation as defined in Sections 4.0 or 6.0 but not yet paid, or any unreimbursed expenses (that would be reimbursable under UNIVERSITY rules and regulations), will be paid to COACH within 90 days of the date of termination, 10.3. Notwithstanding any other provision in this Agreement, this Agreement does not and may not be construed to afford UNIVERSITY the right to take any action that is unlavfal under the Americans with Disabilities Act or to constitute in any respect a waiver of rights under such Act, Page 8 of 1511.0 10.4 The termination of this Agreement under Section 10.2 does not constitute a breach of this Agreement, Except for the payments requited by this Section 10.4, if any, or any such rights and remedies as he might choose to pursue under the Americans with Disabilities Act, COACH hereby, to the fullest extent allowable by law, waives and relinquishes all rights to payment of compensation, damages, or other relief on account of such termination. ‘Termination by UNIVERSITY for Cause: 11.1 This Agreement may be terminated by UNIVERSITY for cause. Termination for cause may be for any of the following reasons: (a) Any violation by COACH of a major regulation or bylaw of the NCAA or of any conference of which UNIVERSITY is a member or associate member, or any serious and intentional or negligent violation of the policies or procedures of the University of North Carolina or UNIVERSITY, or such violation by one or more of COACH’s assistant coaches or other Football Staff if COACH knew of an imminent violation by such assistant coach or Football Staff member and did not make all reasonable effort to prevent such violation by such assistant coach or Football Staff member (b) Conviction (including deferred prosecution or entering a plea of “no contest”) of COACH of a criminal act that constitutes a felony or a misdemeanor at a Class 2 or worse level (or the equivalent of a Class 2 misdemeanor if the crime is committed in another jurisdiction). (©) Any of those causes specified in the Personnel Policies as they may be revised from time to time and which ate hereby incorporated herein by reference. COACH acknowledges receipt of a copy of those policies in effect at the effective date of this Agreement, As used in the Personnel Policies, the phrase “misconduct that interferes with the capacity of the employce to perform effectively the requirements of his or her employment” (or similar language in any subsequent revision of the Personnel Policies) inchides, but is not limited to, insubordination, abuse of staff or students, failure to supervise staff or students, misuse of UNIVERSITY funds or other property, theft, and racial or sexual harassment. Misconduct by COACH also includes COACH’s knowing or intentional failure to prevent and correct misconduct by his assistant coaches or other Football Staff if reasonable effort by COACH could have prevented such misconduct. (@ Conduct unbecoming of a member of UNIVERSITY athletic staff or which brings discredit to UNIVERSITY; acts of malfeasance, misfeasance, or nonfeasance in office; deliberate and serious violations of any institutional regulations, policies or procedures; ot significant or repetitive conference or NCAA violations sufficient to put UNIVERSITY at risk of being found to have committed a major violation under Section 19,02,2 of the NCAA Division I Manual, If COACH is found in violation of NCAA regulations, he is also subject to disciplinary or corrective action as set forth in the provisions of the NCAA enforcement procedures. Page 9 of 1512.0 (©) Engagement in any business which is subject to UNIVERSITY'S Policy Statement #1 (External Professional Activities of Faculty and Other Professional Staff Exempt from the State Personnel Act) without receiving prior written approval on an annual basis of the Chancellor and the Director of Athletics. (Violation of Section 15.0 of this Agreement. (@ Any termination for cause includes the immediate termination of all salary payments, supplemental salaries, incentive supplements, awards and benefits due under the remaining terms of this Agreement, Any additional compensation conferred by virtue of COACH’s employment with UNIVERSITY will be discontinued at time of termination. 11.2 Inthe event of a termination for cause pursuant to this Seotion 11.0, UNIVERSITY’s sole obligation to COACH is payment of his Base Salary to the date of such termination. UNIVERSITY jis not liable to COACH for loss or reduction of any collateral business opportunities or other benefits associated with COACH’s position as Head Football Coach, including any compensation or benefits under Sections 4.0, 6.0, and 8.0. 113 Any process to terminate COACH for cause shall be conducted in compliance with all relevant UNIVERSITY policies. ‘Termination by UNIVERSITY Without Cause; Liquidated Damages: 12.1 ‘The Chancellor may, at his sole option and in his sole and unfettered discretion, terminate this Agreement without cause at any time without prior notice to COACH. In such event, UNIVERSITY shall pay COACH liquidated damages, as described in 12.2, below, in licu of any and all other legal remedies or equitable relief. 12.2 Liquidated damages as provided for in Section 12.1 are: (a) any sums earned in the current year, as of the date of termination, as compensation as defined in Sections 4.0 or 6.0 but not yet paid: (b) any unreimbursed expenses that would be reimbursable under UNIVERSITY rules and regulations as of the date of termination; and (c) an amount equal to COACH’s most recent stated Base Salary for the number of years and months remaining under this Agreement, jess such withholding taxes and other deductions required by law. Payments under Sections 12.1 and 12.2, if any, end as of January 31, 2017 or on the date of any extension of this Agreement as may be agreed to under this Agreement, Such payments will not be paid with State appropriated funds, but will be paid from athletic receipts as defined in N.C.G.S. 116-362 12.3 Notwithstanding the provisions of Sections 12.1 and 12.2, COACH must mitigate payments due from UNIVERSITY by making reasonable effort to secure compensation through employment other than employment at UNIVERSITY, 124 To effect the making of payments by UNIVERSITY pursuant to Sections 12.1 and 12.2, COACH must regularly inform UNIVERSITY of the amount of “Third Party Page 10 of 1513.0 Income,” which is defined as the amount of compensation that COACH earns, receives, or is entitled to receive (either currently or on a deferred basis) as a result of his employment. However, Third Party Income does not include any amounts which COACH receives as dividends or interest on investments, or amounts he receives from loans or inter vivos gifts and/or from inheritances he receives or is entitled to receive from {amily members. Itis further agreed that amounts received from the sale of personal or real property such as the sale ot liquidation of stocks, bonds, mutual funds or any other kind of investment or instrument is also excluded from ‘Third Party Income. In addition, unemployment and disability benefits and loans from retirement plans or insurance policies are likewise excluded from ‘Third Party Income, 12.5 To effectuate the making of payments by UNIVERSITY pursuant to Sections 12.1 and 12.2, COACH will submit to UNIVERSITY certified copies of his signed pay records and paycheck stubs, all of his deferred income agreements and plans, and all of his individual income tax retums submitted to the Intemal Revenue Service covering any and all periods during which UNIVERSITY is required to. make payments to COACH pursuant to Sections 12.1 and 12.2, Altematively, with UNIVERSITY'S approval, COACH may submit an affidavit sworn to by a certified publie accountant acceptable to UNIVERSITY, attesting to the annual amount of Third Party Income as defined in Section 12.4. UNIVERSITY will conduct an annual accounting to determine any overpayment or underpayment to COACH. UNIVERSITY agrees to pay COACH the additional amount necessary if the accounting demonstrates underpayment to COACH, COACH agrees to refund upon written notice any overpayment by UNIVERSITY revealed by the accounting. ‘The obligations of UNIVERSITY to conduct accountings and to compensate for underpayments to COACH and for COACH to provide tax returns and refund overpayments extend beyond January 31, 2017 (or such later date as may be established by extension of this Agreement) as necessary to effect the purpose ‘of accurate payments (0 COACH for the period ending January 31, 2017 (or such later date as may be established by extension of this Agreement). 12.6 Inthe event that the Chancellor exercises the option to terminate the Agreement without cause under Section 12.1, excep! for making such payments as are required by Sections 12.1 and 12.2, UNIVERSITY has no further liability to COACH pursuant to this Agreement, and UNIVERSITY is not liable to COACH for any loss or reduction of any collateral business ‘opportunities or other benefits associated with his position as Head Football Coach. parties have bargained for the liquidated damages provision of Sections 12.1 and 12.2, gi consideration to the following: (a) this is an Agreement for personal services; and (b) the parties recognize that a termination of this Agreement by UNIVERSITY prior to its natural expiration could cause COACH to lose benefits, compensation, and/or outside compensation relating to his employment at UNIVERSITY which damages are difficult to determine with certainty, ‘Termination By COACH: 13.1 The parties hereby agree that COACH has special, exceptional and unique knowledge, skill and ability as a football coach which, in addition to the continuing acquisition of coaching experience at UNIVERSITY, as well as UNIVERSITY'S special need for continuity in its Page 11 of 1514.0 15.0 football program, render COACH?s services unique. COACH recognizes that the loss of his services to UNIVERSITY prior to the expiration of the term of this Agreement, or any renewal thereof, would cause an inherent loss to UNIVERSITY, which cannot be estimated with certainty or fairly or adequately compensated by money damages. 13.2 For the purposes of this Section 13.0, the following definition applies: ‘Termination or attempted termination of this Agreement: Unless specifically approved ‘under Section 15.0 below, actively seeking, negotiating for, accepting, or commencing employment under any circumstances as a football coach at any institution of higher ‘education that 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. 133. If COACH terminates or attempts to terminate this Agreement, as defined in Section 13.2, the following provisions will apply: (@ If prior to the Renegotiation Date, COACH terminates or attempts to terminate this, Agreement, as defined in Section 13.2, COACH must pay to UNIVERSITY or arrange to have paid to UNIVERSITY on his behalf, a sum equal to twice the Base Salary. The payment required by the immediately preceding sentence may be paid in equal annual installments, with payment in full due no later than the Termination Date, (b) If, during the Renegotiation Period, COACH terminates or attempts to terminate this Agreement, as defined in Section 13.2, COACH must pay to UNIVERSITY or arrange to have paid to UNIVERSITY on his behalf, $375,000, The payment required by the immediately preceding sentence may be paid in equal annual installments, with payment in full due within three years from the date of termination. (©) If after the Renegotiation Period, COACH terminates or attempts to terminate this Agreement, as defined in Section 13.2, COACH must pay to UNIVERSITY ot arrange to have paid to UNIVERSITY on his behalf, a sum equal to the Base Salary. The payment required by the immediately preceding sentence may be paid in equal annual installments, with payment in full due within three years from the date of termination. ‘Termination By Both Parties: This Agreement may be terminated at any time upon mutual written agreement of both parties. Covenants Not to Compete: COACH agrees that he will not discuss, seck, or negotiate for employment under any circumstances as a football coach at any institution of higher education that is a member of the NCAA, or for any professional team participating in any professional league or conference in the United States or elsewhere, without prior express written consent of UNIVERSITY’s Director of Athletics, The parties agree that monetary damages would be inadequate to remedy Page 12 of 1516.0 17.0 18.0 19.0 20.0 21.0 22.0 a breach of these covenants; therefore, in addition to the remedies described in Section 13.0, the Chancellor has the right to obtain from any court such equitable, injunctive, or other as may be appropriate, including a deoree enjoining COACH from violating the provisions of this paragraph. UNIVERSITY Records: ‘All materials or articles of information including, 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 must 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 afler the termination of COACH’S employment, COACH must immediately deliver same to UNIVERSITY. Availability of Funds: Continuation of employment as Head Football Coach is contingent upon the annual operating budget by the University of North Carolina Board of Governors and the continuing availability of sufficient student athletic fees and Department of Athletics revenues from gate receipts and s, and in event those funds become unavailable such employment may be terminated without the additional notice required by Section I1I.B or HIL.C. of Section 300.2.1 of the UNC Policy Manual. Interpretation and Applicable Law: ‘This Agreement is made under and must be interpreted according to the laws of The State of North Carolina. Any rule to the effect that an agreement should be construed against the party drafting has no application to this Agreement. Any notice required or permitted to be given under this Agreement is sufficient if in writing and sent by registered or certified mail to his residence in the case of COACH, or to the Chancellor’s office in the case of UNIVERSITY, This Agreement, in accordance with its terms and conditions, inures to the benefit of and be binding upon UNIVERSITY, its successors and assigns, and COACH, his heirs, executors, administrators, and legal representatives. Entire Agreement: ‘This instrument contains the entire Agreement of the parties hereto, It may not be changed orally, but only by an Agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Approval By Board of Trustees: It is expressly understood and agreed by the parties that this Agreement is not effective unless Page 13 of 1523.0 24.0 and until it is approved by action of the Board of at Charlotte. rustees of The University of North Carolina Public Record: Upon execution, this Agreement is a public record subject to disclosure under the North Carolina Public Records Act. Understanding of Agreement: Each party has read and understands this Agreement, acknowledges that it is reasonable and enforceable, and agrees to abide by its terms. SIGNATURES. RE ON NEXT PAGE. Page 14 of 15IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ‘The University of North Carolina at Charlotte Brad L, Lambert By: uty Roo py: Zul CL Ce Dighetor of Athlelies Coach By: Chanedor Approved by the Board of Trustees of ‘The University of North Carolina at Charlotte: Donna Brady, Resistant Shecas P- 28—N Date Page 15 of 15