MEMORANDUM OF UNDERSTANDING ‘This Memorandum of Understanding (“MOU”) sets forth the terms of employment that have been tentatively agreed upon by the University of Cincinnati (“University”) through its Department of Athletics and Warren Miller (“Coach”), ‘The parties acknowledge and understand that the terms contained herein are to be incorporated into a definitive employment agreement (“Employment Agreement") together with the necessary terms agreed upon by the parties and such other terms as the University believes are customary in such agreements, and that these terms shall not be final and binding until the Employment Agreement is approved by the Board of Trustees of the University, and signed by Coach and an authorized contracting officer of the University. 1. EMPLOYMENT The University will employ Coach as the Head Men’s Basketball Coach. In such capacity, Coach shall report directly to the Director of Athletics (the “Director”), or the Director's designee, and be under the general supervision of the President of the University. Coach shall perform such duties as may be assigned in connection with the supervision and administration of the Men’s Basketball Program (the “Program”), including such duties as would be typical of a Division I National Collegiate Athletic Association Head Men's Basketball Coach, and do so in compliance with applicable NCAA and University rules, regulations, and policies, and ina manner that maintains student-athlete health and wellbeing as a top priority at all times. 2, TERM ‘The Employment Agreement will include an effective date of April 15, 2021 and a termination date of March 31, 2027. 3, COMPENSATION Effective Date aT Total Compensation ‘April 15, 2021 1 $1,250,000 (Prorated) ‘April 1, 2022 $1,275,000 ‘April 1, 2023 "$1,300,000 ‘April 1, 2024 ~~ $1,325,000 7 ‘April 1, 2025 $1,350,000 April 1, 2026 $1,375,000 ‘The Employment Agreement will include an annual base salary of $250,000 and additional compensation payments, including retirement contributions, payable in equal monthly installments.‘The parties agree that, in the event the men’s basketball season is shortened, canceled or otherwise limited, including but not limited to a limitation or restriction on spectators from attending competition, that Coach’s salary may be adjusted downward in order to be consistent with his new workload responsibilities and/or to bring Coach’s salary into better alignment with the resulting financial status of the Department of Athletics and/or the Program. The parties agree to come together as quickly as practicable to negotiate in good faith a new salary consistent with this provision. The parties understand and acknowledge the importance of reaching a timely agreement on a salary adjustment to the overall success and financial viability of the Athletics Department and agree that, for purposes of this provision, time will be of the essence to reach an agreement. The effective date of the salary adjustment will be retroactively applied to the date upon which the University provides notice to Coach of the need for an adjustment, ‘Other Compensation and Benefits: e Employment Agreement will include the following additional compensation and benefits, subject to applicable payroll and tax deductions and withholdings required by local, state, and federal law or regulation: + Coach will be entitled to receive the same fringe benefits and be eligible to patticipate in other programs on the same basis that applies to the University's nonacademic unclassified administrative personnel in the same classification. + Coach will receive a moving allowance up to $20,000 as well as a temporary housing allowance for three months at a rate of $2,000 per month for relocating to Cincinnati, Ohio area pursuant to University and Athletics Department policies. + Allassistant coaches and full-time support staff will receive expenses for relocating to the Cincinnati, Ohio area if necessary pursuant to University and Athletics Department policies. + Coach will be provided the use of an automobile for business use pursuant and subject to the University’s Courtesy Vehicle Program Policy which shall be included as compensation to Coach and be subject to normal governmental tax withholding. * The University will provide Coach with an annual Business Entertainment Allowance budget of $10,000, the expenditure and reporting of which shall be subject to University policies and rules. + Coach will be provided with an annual, non-cumulative staff bonus pool of $100,000 if the Program makes an appearance in the NCAA Tournament and $200,000 if the Program makes it to the Sweet Sixteen Round of the NCAA Tournament.+ Coach will receive twelve (12) complimentary season tickets for basketball home games and four (4) complimentary season tickets for the University's football team's home games. + Coach will receive twelve (12) complimentary “all session” tickets to the American Athletic Conference Tournament, or any other conference tournament for any other athletic conference of which the University may subsequently become a member and twelve (12) tickets to any NCAA Tournament game in which the University plays. + Coach will be provided with an annual golf club membership for business use to be Jointly selected by Coach and University, for which the University will pay regular dues, initiation fee, and assessments. Coach Performance Bonus: Coach shall be paid a performance bonus (“Performance Bonus”) in the amount and for the achievements described below (“Coaching Achievement(s)”), provided that (i) Coach is actively employed as of the date any such applicable Coaching Achievement is achieved, ii) Coach actively coaches the Head Men’s Basketball Coach during the entirety of the applicable regular season, and (iii) Coach has not committed verbally or in writing to any new coaching job for a different employer before the end of the season in which the Coaching Achievement occurred. The Coaching Achievements and Performance Bonus applicable to each shall be as follow: ‘AAC Toumey Champs or NCAA Appeatance | — $50,000 Non-Cumulative NGAA Sweet 16 Appearance 1 $100,000 Non-Camulative NGAA Bite Fight Appearance $150,000 ‘Non-Cumalative NCAA Final Four Appearance $200,000 Non-Cumulative | $300,000 Non-Cumulative 25 Regular Season Wins $25,000 ‘AAC Regular Season Champs '$50,000 7 Conference Coach of the Year | $25,000 National Coach ofthe Vear | $50,000 7 - ERS HS 135,000 Single Year Rate‘The payment of any Performance Bonus is also contingent upon Coach abiding by and staying within the budget established for the Program by the Director. If Coach exceeds the established budget for the Program, Coach will not be eligible to receive a Performance Bonus, even if Coach satisfies all other qualifying contingencies set forth in the Employment Agreement. Additionally, the payment of any Performance Bonus shall remain at the discretion of the Director and shall be subject to available funding within Athletics, Coach Buyout of Current Contract: ‘The University will agree to pay, on Coach’s behalf, the liquidated damages he owes to his current employer, University of North Carolina Greensboro, in the amount of $325,000. Staff Salary Pool ' ‘The Employment Agreement will provide for a total staff pool (inclusive of the assistant coaches) of $1,300,000, 4, TERMINATION WITH CAUSE ‘The Employment Agreement will contain a provision that permits the University to terminate it at any tinte upon written notice to Coach for cause, which definition will be defined therein, and will include and be more fully articulated in the Employment Agreement, but not be limited to, a material violation of the Employment Agreement, a failure to report criminal activity or allegations of sexual discrimination or harassment of which Coach knew or should have known of to the appropriate University offices and employees, conduct that negatively impacts the welfare of a student athlete as determined in the sole discretion of the Director, conduct that damages the reputation or public perception or negatively impacts the Program or the University or brings Coach into disrepute, a failure to comply with material NCAA and University rules, regulations, and policies, and/or a violation by a member of Coach's coaching staff or any person under Coach’s supervision of any material rules of the Program, University, or the NCAA of. which Coach knew or should have known of, or with reasonable supervision and direction could have prevented, that reflects adversely upon the University or the Program. If the Employment Agreement is terminated for cause, all obligations of the University to make further payments and/or to provide any other consideration shall cease as of the date of termination. 5. TERMINATION WITHOUT CAUS!‘The Employment Agreement will contain a provision that states the amount of liquidated damages that would be owed if the Employment Agreement were to be terminated without cause prior to the termination date set forth above, not as a penalty, but as the amount each party believes will reasonably compensate him or it for the loss incurred: ‘Termination by University a 75% of remaining guaranteed compensation in equal monthly installments for remainder of _ term Liguidated damages are subject to mitigation and offsets ‘Termination by Coach “Before March 31, 2022 $3,000,000 Before March 31, 2023 $2,500,000 ‘Before March 31, 2024 $2,000,000 Before March 31, 2025 $2,000,000 ~ Before March 31, 2026 ___$1,500,000 On or after March 31, 2026 $750,000 (pro-rated) ‘The Employment Agreement will contain a provision that states that as @ condition precedent to receiving any liquidated damages payment, Coach must execute a comprehensive release that includes a non-disparagement clause and a release of all claims against the University and related persons, to be prepared by the University, within 30 days of the date in which Coach receives notice of termination. Coach will be obligated to make good faith efforts to find comparable employment following such termination and all compensation received by Coach from any alternative employment during the remainder of the term will be offset against any payments due by University. In the event Coach terminates the Employment Agreement, payment of said liquidated damages will be due to the University within 90 days of the date of termination. GOVERNING LAW AND JURISDICTION ‘The validity, interpretation, performance, and enforcement of the Employment Agreement shall be governed by the laws of the State of Ohio. Jurisdiction and venue for any claim arising out of the Employment Agreement shall be made in the Court of Claims in the State of Ohio,7, TIMETABLE FOR EMPLOYMENT AGREEMENT ‘The Department of Athletics and Coach will negotiate in good faith with the goal of having a completed and approved Employment Agreement that incorporates the terms set forth above by May 31, 2021, k RE MRUCA concns Name vA = Coach's Signature Usb Date ‘Reviewed and recommended for Approval by: Director of Athletics University of Cincinnati