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‘This Employment Agreement (“Agreement”) is entered into as of the __ day of August, 2019 by and between the University of Michigan (the “University”) and Juwan Howard (the “Head Coach”). This Agreement contains the entire agreement ofthe parties and supersedes and replaces al verbal or written agreements between the partes, including the Memorandum of Understan dated and effective as of May 22,2019. PURPOSE, 1.01 The parties have entered into this Agreement because the University desires 10 ‘employ the Head Coach for the period set forth below. The University agrees to employ the Head Coach and the Head Coach promises to be employed by the University upon the fllowing terms and conditions Aaticle It ‘SPONSIBILITIES OF THE HEAD COACH RI 2.01 Recognition of Dutigs: The Head Coach will serve as Head Men's Basketball ‘Coach of the University. The Head Coach will report to the University's Athletic Director or the Athletic Director’s designee, who will determine his duties and responsibilities, subject to the approval of the Athletic Director. Subject to the other provisions ofthis Agreement, the Head Coach shall devotehis ill time, sil, and attention tothe performance of his duties as Head Men's Basketball Coach. 2.02 General Duties and Responsibilities: During the period in which the University ‘employs the Head Coach, the Head Couch agrees to perform all duties and responsibilities attendant tothe position oF Head Coach ofthe University's Men's Basketball program asset forth inthis Agreement, The Head Couch i responsible for supervising, evaluating, recruiting, training, and coaching student-athletes to compete against major college competition; the supervision and evaluation of coaching staff, and budget preparation and administration, for approval by the University’s Athletic Director or his designee, as it relates to the Men's Basketball program. 2.03 _ Specific Duties and Responsibilities The duties and esponsibilies assigned tothe Head Coach in connection withthe University’s Men's Basketball program are set forth below. “They are subject to change by the University's Athletic Director or his designee; provided any such duties and responsibilities shall be commensurate with Head Coach’s experience and skills and with the position. During the Ter, the Head Coach shall not be reassigned toa diferent position, without his express written consent. This list of specific duties and responsibilities supplements and is not exclusive of the other general duties and responsibilities provided for clsewhere in this Agreement. The specific responsibilities of the position of Head Men's Basketball Coach include, but are not limited to, te following Juwan Howard Employment Agreement Page 2 of 10 (2) The Head Coach will be responsible for customary coaching decisions including ‘without limitation the systems and strategies used on the court (both in practice and actual game play), conduct of practice and training, selection of team members, deployment of players, and all ‘other matters relating to the practice for and play of games; (®)_ The Head Coach agrees that academic progress and achievement ofthe student- athletes under his supervision is ofthe highest importance. ‘The Head Coach agrees to adhere 10 the academic standards and requirements of the University with respect to the recruiting, supervision, coaching and eligibility of prospective and current studentathletes for the Men's Basketball program. The Head Coach will comply with the academic policies established by the University, including monitoring and encouraging the regular progress toward an academic degree ofthose student-athletes who are onthe Men's Basketball tam, He will make reasonable and good faith effort, in cooperation with the University’s faculty and administration, to meet all student- athletes" academic requirements and to integrate sports into the whole spectrum of academic life toccompliment the University and its mission in the community. The Head Coach agrees to fallow conscientiously any directives from the Athletic Director oF University President coneeming, academic matters. The Head Coach will use reasonable efforts to arrange Men's Basketball team ‘travel and scheduling of studentathletes in such a manner as to minimize lst classroom time; (© __TheHesd Coach will make his best effort to maintain and enforee conduct (both on and off the field) and disciplinary rales and sanctions fairly and uniformly for all student-athletes in the Men's Basketball program so as to insure academic and moral integrity while encouraging, excellence; (@) The Head Coach has authority and responsibility to make decisions as tothe hing, continued employment, job titles, compensation, and dismissal of assistant coaches for the Men's Basketball program. Ali such decisions wil be subject tothe prior approval ofthe Athletic Director and the Human Resources Office, nt to be unreasonably withheld. The Head Coach will supervise these employecs, including supervision of their compliance with University Dig Ten Conference, and NCAA rules and regulations; (©) The Head Coach will stlend and participate in @ reasonable number of aluron, public appearances, donor solicitation, charitable, promotional, and reerutment-related events and ‘meetings as reasonably directed by the University’s Athletic Director, (The Head Coach will perform reasonable services on television, radio, and other ‘media as they relate te his position as Head Couch of the University's Men's Basketball team; (g) The Head Coach will work with the University, including its Athletic Director and evelopment staff, to create and implement fundraising programs to assist withthe financing of needed facilities improvements and endowed scholarships, and to otherwise be reasonably available to participate in athletic department fundraising offors; (h)__‘The Head Coach hereby grants to the University without further compensation the limited sight in perpetuity to use or authorize a third party to use the name, likeness, image, signature, voice, biographical deta and other identifiable features of the Head Coach for publicity, font Enseyren ret Jawan Howard Employment Agreement Page 3 of 10 promotional or any other business purpose of the University, which permission will expire upon termination of the Head Coach's employment, except for historical, archival, previously recorded ‘games and interviews, or promotional uses in records and publications related solely to Head Coach's performance of his duties under this Agreement. 2.04 NCAA. Big Ten, and University Rules and Regulations: The Head Coach agrees to abide by and comply with the constitution, bylaws, and interpretatiors ofthe National Collegiate Allee Association ("NCAA") and all NCAA, Big Ten Conference, and University policies, rules nd regulations. He will also use best efforts fo ensure compliance with these policies, rues and ‘ogulations by student-athletes, assistant coaches, and all other progran employees. In accordance with NCAA Bylaw 11.1.1. it shall be the responsibility of the ead Coach to promote an atmosphere of compliance within the Men's Basketball program aed to diligently monitor the activites regarding compliance of all assistant coaches and other personnel involved with the ‘Men's Basketball program who report directly o indirectly tothe Head Coach, In the event that the Head Coach becomes aware, or has reasonable cause to believe, that violations of such constitution, bylaws, interpretations, polices, rules, or reguletions may have taken place, he shall report such possible violation promptly to the Athletic Director of the University or the Compliance Services Office. The Head Coach shall cooperate fully with the University in efforts to establish, educate, investigate, and enforce these rules for the Men's Basketball program. 2.05 If the NCAA or the University determines that the Head Coach violated NCAA rules and rogulations, whether while employed by the Univesity or during prior employment at another NCAA member institution, in addition to disciplinary or corrective action that may be taken directly by the University in aecordance with its polices, the Head Coach shall be subject to disciplinary or corrective action asset forth in the provisions ofthe NCAA infractions process. ‘The Head Coach may be suspended for a period of time, without pry or the employment of the Head Coach may be terminated as provided in Sections 4.02 and 403 of this Agreement ifthe University determines that the Head Coach has been involved in violations of NCAA or Big 10 Conference rules and regulations, whether prior to or ate the lffecive Date (as defined below), Aaticle IL ‘TERM OF EMPLOYMENT. COMPENSATION, AND BENEFITS. 3.01 cof Agreoment and Employment: (2) Unless this Agreement is terminated earlier in accorlance with the provisions of Article LV, the tern of employment ("Term") under this Agreement shall befor five (5) contract years (as defined below), beginning on May 22, 2019 and continuing through April 3, 2024, mg tt Juwan Howard Employment Agreement Page 4 of 10, (©) Asused in this Agreement, the term “Contract Year” is defined to mean the twelve ‘month period commencing each May | and ending the following April 30, except the first Centact ‘Year which will begin on May 22, 2019 and end on April 30, 2020. Each Contract Year stall be numbered to correspond tothe period specified as follows: ontract Year Period Contract Year One (1) May 22, 2019 ~ April 30, 2020, Contract Year Two (2) May 1, 2020~ April 30,2021, CContruct Year Thice (3) May 1, 2021 ~ April 30, 2022 Contract Year Four (4) ‘May 1, 2022~ April 30, 2023 Contract Year Five (5) May 1, 2023 ~ April 30,2024 3.02 Base Salary, Additional Compensation and Ps (2) Base Salary: As compensation forthe services performed under this Agreement, the Head Coach shall be paid an annualized Base Salary of $400,000.00 for each Contract Year. (b) The Base Salary provided for above shall be paid to the Head Coach in accordance: ‘withthe University’s normal payroll procedures, bu in no event less frequently than montily. (©) Additional Compensation: The Head Coach will receive annualized Adéitional Compensation, paid in equal monthly installments, as compensation for the Head Coach's University-elated television, radio, intemet, shoc and/or apparel sponsorships, consulting, promotion and other services. The emouat of such Additional Compensation shall be as fellows: Coatract Year | Additional Compensation 1 '$1,600,000.00 2 'S1,700,000.00 [3 300,000. 4 | $2,000,000.00- as “$2,100,000.00 mo Ne Juwin Howard Employment Agreement Page 5 of 10 (©) Team Performance Bonus: If the Men's Basketball team achieves the following, performance objectives, the Heed Coach will receive an additional bonus payment for the applicable Contract Year in the following amount: () Outright Big Ten Championship $50,000 (i) Share ofthe Big Ten Championship: 825,000 (GiBig Ten Tournament Championship: $25,000 (W)NCAA Tournament qualification: 525,000 (9) Bach NCAA game won: $25,000 “The payment of these amounts is cumulative and the total peyment will be paid tothe Head Conch within sity (60) days after the season is concluded. “The Head Coach understands and agrees that team performance payments will be made pursuant to this section only if the Academic Progress Rate ("APR") (or eny future substitute of this standard) forthe Men's Basketball program has bocn satisfactorily met forthe last reported four ‘year rolling average (e.., for the 2019-2020 season, the APR data for the 2015-16 ~ 2018-19 academic years would be utilized). 303 Exclusivity of Services: The Head Conch agrees thet during the Term of this ‘Agreement, he will nat engage in any outside activities in television, radio, internet, clothing oF shoe sponsorships, or speaking engagements except those he is compensated for by the University as described above, unless such activities ae expressly approved in writing and in advance by the University’s Athletic Director, not to be unreasonably withheld. 4.04 Fringe Renefite (a) The Head Coach shall be entitled to elect the standard University fringe benefits applicable to his classification. The finge benefits are provided in accordance with the rules of the University's fringe benefit program, and are subject to change if and when the University's benefit program(s) change. ‘The Head Coach's University-provided fringe benefits will be calculated on his Base Salary only, up 1 the maximum allowed by the fringe benefit program ‘excluding any Additional Compensation, Team Performance Bonuses or other payments (©) During the Term of this Agreement, the Head Coach will be entitled to participate in the dealer provided or other automobile program available to the Athletic Department coaching staff as may be in effect from time to time (which as of the date ofthis Agreement allows the use ‘of two (2) late mode! automobiles, including SUVs, plus peid automobile insurance, to be driven bby the Head Coach and his spouse). If the Athletic Department discontinues the dealer provided or other automobile program during the Term, the Athletic Department and Head Coach shall ‘mutually agree on a monthly stipend to pay for the use ofa similar automobile as provided in the program. —— 9 Juwan Howard Employment Agreement Page 6 of 10 (© Upon request, the Head Coach shall also be eligible to receive six complimentary season Football tickets and eight complimentary season tickets to Men's Basketball. The Head Coach may purchase up to four (4) addtional tickets for home football games and must pay the Preferred Seat Contribution (PSC) for fotball tickets ifthe soat package and seat location cequires. (@ During the Term ofthis Agreement, University agrees to provide Head Coach wit fist class air travel while traveling on University business. Anicle 1v TERMINATION 4.05 The University has the right to terminate the Head Coach's employment undes this ‘Agreement without cause, (@) If the University exercises the sight to terminate the Head Coach's employment ‘without enuse, in addition to paying ell Base Compensation, Additional Compensation and Team Performance Bonuses eamed, but unpaid as of the date of termination, it wll pay the Head Coach single lump-sum amount (net of required withholding), within sixty (60) days of his termination, tw be determined as follows: Conitet Vear oF Lamp Som Amount “Termination before withholding) 1 $5,000,000.00 2 '$4,000,000.00 3 53.000,000.00 4 $2,000,000.00 ~ 31 ‘Acceptance by the Head Coach ofthe applicable tump-cumn amount will constitute full settlement of any claim the Head Coach might otherwise assert against the University, or any of its agents or employees. (©) Except forthe obligation to pay to the Head Coach the amount set forth in Section 4.01(a) al obligations ofthe University (o the extent not already accrued or vested) to the Head Coach shall cease as of the effective date of such termination. In no ease shall the University be liable forthe loss of any Additional Compensation, bonuses or other payments, collateral business ‘opportunities or any other benefits, perquisites or income resulting from activities such as, but not Timited to, camps clinis, media appearances, television o radio shows, apparel or shoe contracts, consulting relationships or from any other sources that may ensue as a result of the University’s termination without cause ofthe Head Coach's employment under this Agreement. Juwan Howerd Employment Agreement Page 7 of 10 (©) _ All obligations of the Head Coach under this Agreement or otherwise associated ‘with his employment by the University shall cease as of the effective date of such termination, 4.02 The University has the right to terminate the employment ofthe Head Coach for ‘cause in the event ofthe following: (@) Failure of the Head Coach in any material respect to perform the services required of him under this Agreement (©) _ Conviction of the Head Coach of any criminal offense involving fraud; or conviction of any felony; or commission of any act which results in material injury tothe reputation (of the University. (©) Conduct of the Head Coach which offends against public decency or morally as shall be determined by the standards prevailing inthe community, (@) Misconduct as defined in Sections land ILA ofthe University of Michigan Standard Practice Guide 201.12. ‘The parties agree that the definition of misconduet set forth in sections 1 and Il of Standard Practice Guide 201.12 is incorporated into this Agreement as eavse for discharge, but no other part of SPG 201.12 will apply tothe Head Coach's employment. (©) Deliberate or serious rule vilation(¢) asset Forth in Sections 2.04 and 2.05 ofthis Agreement, (Ifthe Head Coach knows of a serious violation of NCAA rules by a coach, staff ‘member, athlete, or other representative ofthe University's athletic interests and fils to promptly Feport it to the Athletic Director of the University (@) _Fraudor dishonesty in the performance of any ofthe duties or responsibilities under this Agreement. (1) Participation in any job searches or interviews for employment outside of the University of Michigan during the tem of this Agreement without the knowledge of the Athletic Director. 4003 _ Ifthe University terminates the Head Coach's employment for cause as specified {in getion 4.02 i shall be without lability to the Head Coach, or any other penalty. Specifically: (@) All obligations ofthe University to make further payments andlor to provide any ‘ther consideration, under this Agreement or otherwise, except for any Base Compensation, ‘Additional Compensation, Team Performance Bonuses earned, but unpai, as ofthe effective date ‘of termination, orto the extent already vested, shall cease onthe effective Jae ofthe termination, Except as provided herein, in no case shal the University be liable to the Head Coach forthe loss of any base salary, Additional Compensation, supplemental pay, bonus payments or other payments, collateral business opportunities or any other benefits, perquisites oF income resulting: 4 Howat OM ea gene Juwan Howerd Employment Agreement Page 8 of 10 from activities such as, but not limited to, eamps, clinics, media eppearances, television or radio shows, apparel o shoo contracts, consulting relationships or ftom any other sources that may ensue ‘a a result of the University's termination for cause of the Head Coach's employment under this, ‘Agreement (©) Al obligations of the Head Coach under this Agreement or otherwise associated ‘with his employment by the University shall cease as of the effective date of such termin 4.04 ‘Termination by the Head Coach: (@) _ The Head Coach recognizes that the University is making a highly ‘Valuable investment in his continued employment by entering into this Agreement and that ils investment would be lost if he were to resign or otherwise terminate his employment with the University prior tothe expiration of the term of this Agreement. ‘The partes agre thatthe Head Coach may, nevertheless, terminate his employment under this Agreement prior to its normal expiration by giving the University reasonable advance writen notice ofthe termination of his ‘employment and such notice shall not be deemed a violation of this Agreement. If the Head Coach leaves his University employment prior tothe expiration ofthis “Agreement for other basketball-telated employment, he wil pay the University one-half (1/2) of the Lurap-Sum Payment below within thirty (30) days of the effective date of his termination and one-half (1/2) of the Lump-Sum Payment below within one hundred twenty (120) days of the effective date of his termination an amount determined as follows: Contract Year of Termination Lump-Sum Payment to the University | (©) _ Except for payment of any Base Compensation, Additional Compensation, Team Performance Bonuses cared, but unpaid, as ofthe offective date of termination, ifthe Fead Coach terminates his employment under this Agreement prior to its expiration, his compensation and benefits, to the extent not already accrued or vested, shall cease immedi (©) This Agreement will terminate automatically upon the Head Coach's death or disability that prohibits him from performing the essential functions of the position of Head Men’s Basketball Coach, Except for payment of any Base Compensation, Additional Compensation, ‘Team Performance Bonuses cared, but unpaid, as of the effective date of termination, all ‘obligations of the University to make further payments and/or to provide other consideration, under this Agreement or otherwise except to the extent already vested, shall cease on the date on ‘which such death or disability occurs. To the extent applicable, the Head Coach (or his he met amet Juwan Howerd Employment Agreement Page 9 of 10 beneficiaries) shall also be eligible 1o receive disability and/or life insurance benefits, but only t0 the extent that such benefits are availabe to him or his beneficiaries, as the case may be, from the University's insurance carrier. Anisle V QUTSIDE ACTIVITIES AND INCOME 5.01 The Head Coach may engage in activities outside of his duties for the University and be compensated for those activities, but only so long as those activities do not interfere with performance by the Head Coach of his duties as an employee ofthe University, orhis duties under this Agreement, any University contractual commitments or aay Univesity policy, The Head ‘Coach is required to receive prior writen approval from the University’s Athletic Director forall athleically-related income and benefits from sources outside the instituon (eg income from consultation contracts; income from ownership, control or management of a foundation, organization or other entities; ef.) and will report all such income annually to the Athletic Director. The Head Coach's request for approval to the University's Athetc Director will bein writing and will inlude the amount and the source of the income. The University agrees that 10 the extent the Head Coach secks University consent to engage in any such activity (whether by reason of NCAA rules or otherwise), such consent will not be withield unreasonably 5.02 The Head Coach may operate a summer basketball camp at University facilities. ‘Tae camp must be operated in accordance with the best University practices, appropriate financial controls, and. the rules, guidelines, policies, and procedures of the University’s Athletic Department, the University, the Big Ten Conference and the NCAA, including without imitation the requirement tha the Head Coach enter into a writen agreement with the University regarding, the operation ofthe camp. Head Coach is responsible to reimburse the University for the use of versity staff time and other expenses incurred in operating the eamp. Within 60 fof the camp, the Head Coach will provide to the University a full financial accounting ofthe camp, including a statement of income and expenses, and an accounting ofthe distibution to University employees and third parties. The Head Cosch will participate in and facilitate any audit of the camp required by the University, the Big Ten, orthe NCAA. The Head Couch agrees that he has the right fo operat this camp only as long as he isthe Head Coach and thatthe University will assume the right to operate the camp upon the termination of the Head Coach's employment. Alice VI SCHEDULING 6.01 ‘The Head Coach and Athletic Director, or his designee, shall have joint responsibility for the contest schedule. Final desisions will rest withthe Athlolie Director. — . Cyn Juwan Howard Employment Agreement Page 10 of 10 Adticle VIL MISCELLANEOUS 7.01. This Agreement will be governed by and construed in accordance withthe laws of State of Michigan 7.02 Whenever possible, each provision of this Agreement will be interpreted in such manner as to be enforceable, valid, and legal under applicable lav. If any provision of this ‘Agreement is held by a court of competent jurisdiction to be unenforceable, invalid or legal in any respect under applicable law, such unenforceability, invalidity or legality will not affect any other provision of this Agreement and this Agreement will be construed as if such unenforceable, invalid or illegal provision had nver been contained in this Agreement 7.03 This Agreement shall not be assigned by ether party. 7.04 ‘This Agreement supersedes all prior agreements with respect to the subject matter ‘hereof and constitutes the entire agreement between the partes hereto and may be modified only ina writing signed by the President of the University and the Head Coach, 7.05 All notices that are required tobe given under this Agreement tothe Head Coach shall be given to Juwan Howard, ‘Executed as of the date sot forth above. For the REGENTS OF THE HEAD COACH UNIVERSITY OF MICHIGAN duct $/27/14 owl Pepa 2 For the ATHLETIC DEPARTMENT UNIVERSITY OF MICHIGAN Donald Shepherd Director of Atiches owt § LAS Hoss a Enpnmesenpoman

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