3/8/17 CMU (CONTRACT BETWEEN CENTRAL MICHIGAN UNIVERSITY AND Heather Oesterle ‘This Contract is hereby made between Central Michigan Univesity, Mt, Pleasant, Michigan, hereinafter refered to asthe “University,” and Heather Oeste, eeinftr referred to asthe “Coach,” This Contact constitutes the University's only ‘employment agreement with Coach. ‘The pas to this Contract, in consideration ofthe mutual covenants and stipulations set out herein, agre: 1. Employment. The University heréy employs Coach a a flltime Professional & Administrative (P&A) employee for the purpose of conducting an intercollegiate women's basketball program forthe University throughout the “Term” ofthis Contract. Coach hereby agrees tobe te head coach ofthe women’s basketball “Team” throughout the Term of the Contact. Coach's “Term” of employment begins on September 1, 2019 and shall expire ten (10) days following the Team's final ‘game of the 2023-2024 NCAA Division | Women’s Basketball season (the “End Date"). During the Term, each period from April | though and including te following March 31 shall be refered t0 a a"Conteact Year" exoopt thatthe Fith ‘and final Contrat Year shall conclude on the End Dato 2. Duties During the Term, Cosch, who shall eport directly to the Director of Athletes “Director, agrees to perform all duties and responsibilities reasonably attendant tothe postion ofa Division I Head Women's Basketball Coach and a5 directed by the Director in accordance withthe policies, practices and regulations ofthe Univesity and the Athletics Department. Coach shall perform a fullime employee during the hours and days ofthe week determined by the Directs. “Tho dutios of Coach shall include, but ot be Himitod to, the following: ‘A. Couch the University s women's basketball eam, operating within University, Mid-American Conference MAC") and NCAACuls, guidelines and policies and within the parameters ofthe allocated budget. 'B. Supervise and manage the women's basketball program budget, which includes decisions on travel and ‘equipment procurement, CC. Establish and maintain an active women’s basketball renitment program to provide players capable of ‘maintaining Universiy's level of play atthe NCAA Divisio | level. Also recruit and retain student- atletes who achieve acceptable academic performance, as defined by the NCAA through its Academic Progress Rate (APR) and Graduation Success Rate (GSR). D. Establish and mainsin 8 women's basketball program that produces spectator interest as measured by atendance and revente generated at home contests, E, Generate revenues fiom extemal sources that support and enhance the operating budget of women's ‘basketball andthe overall athletic program by, among other methods, being irctly involved i fundraising FF. Schedule in conjunction with the Director, the women’s basketball Season for competition atthe NCAA Division level. Sebeduling of non-conference games should consist ofa competitive schedule of quality ‘opponents who will generate spectator atendance, thereby generating revenue through increased ticket salesG. Represeat the University's Department of Intercollegiate Athletics to various community groups with respect to the womer's basketball program and make speaking appearances at special events sponsored by (CMU Athletics as determined by the Director, In addition t the normal responsibilities of « head couch, Coach recognizes the importance of and agrees to assume reasonable responsbilies to suppor fundraising, increase student spirit and alumni support forthe program and the University. In addition, Coach shall perform media and fundraising obligations as reasonably assigned by the University in connection with th Team, as are sandard for NCAA Division I women's basketball head coaches 3, Compensition. For the period September 1, 2019 to Je 30, 2020, University wll pay Coach semi-monthly based ‘upon a twelve (12) month bse salary of two hundred fifty thousand dollars ($250,000). "For the period Joly 1, 2020 through the end ofthe Contract term: Coech wil receive in July a least the annual percentage increase for costo living ‘adjustment, if any, for P&A employees on her prior ewelve (12) month slay. Tn addition, Coach wil also be eligible for ‘ny additional compensation allowedin the PRA Handbook Coach may, at University’s dseretoe, receive additional compensation according tothe following: |A. If Coach's Team has a winning record atthe conclusion of the season, Coach wil be eligible to receive lump ‘sum payment of sven thousand five hundred dollars (7,300) fo that Contract Yea. 'B. Le Coach's Team wins twenty (20) or more games during the season, Coach will be eligible o receive a lump sum payment of en thousand dollars (10,000) for that Contract Year. C. If Coach's Team isthe regular season champion ofthe West Divison ofthe Mid-Ameciean Conference, Coach willbe eligible to receive hump sum payment of seven thousand five hundred dollars ($7,500 fr that Contract Yeu . If Coach is named MAC Coach ofthe Year or Women’s Basketball Coaches Association Coach of the Year, Coach willbe eligible to receive an addtional lump sum payment of ten thousand dollars ($10,000) for that, Contract Year. The incertive payments i this Section 4(D) ae not cumulative E, If Coach's Team wins the Mid-American Conference (*MAC") tournament championship game or win the MAC regular season championship, Coach will be eligible receive an additional lump sum payment of ten thousand dlls ($10.00) for that Contact Year. If Coach's Team should win bath the MAC tournament and the MAC regular season i the same Contract Year, Coach will be eligible to recuive one payment of fieen thousand dollars ($15,000) in total for her achievements outlined in Section (E) The incentive payment in ‘his Section 3() ae not cumulative. FE. If Coach's Team appeat in the NCAA tournament, Coach willbe eligible recsive an addtional ump sum payment of ten thousand dollars ($10,000) for that Contract Year, For each additional round ofthe NCAA {Tournament that Coach's Teatn patcipates, Coach wil be eligible to receive additonal lump sur payments as follows (which shall be cumulative, in each Contact Year: fiteen thousand dollars ($15,000) for advancing to the Round of 32, twenty tsousin dolar ($20,000) for advancing othe Sweet 16, teny-fve thousand dlls ($25,000 for advancing othe Elite 8, thirty thousand dollars ($30,000) for advancing to the Final Fou, forty thousand dollars ($40,000) for advancing to the National Chanpionship game, and seventy-five thousand dollars ($75,000) fora vetry in the National Championship game, ‘The incentive payments inthis Section 3(F are cumulative G. If Couch’ Team has an NCAA singe-yeae Academic Progress Rate(APR) above a 985, Conch wil receive an additional lamp sum payrent often thousand dollars ($10,000) fr that Contract Yea. 1H. Ifthe average home women's basketball pad attendance exceeds 2,000 forthe Contract Year, Coach wil be ligible ta receive an atonal lump sum payment of five thousand dollars ($5,000),1. Foreach home women’s sasketall gum thats sold ou by purchased tickets in a Contret Year (as determined by the Athletics Ticket Office), Coach wil be eligible to receive an additional mp sum payment of two thousand five hundred dllars ($2,500). 4. IfCoach's Team finishes the regular season inthe AP or Coaches Poll Top 25, Coach willbe eligible to receive ‘an additional ura sum >ayenent often thousand dollars ($10,000) for that Contract Yea. Should Coseh’s ‘Team finish the season ranked inthe Top 25 of both the AP or Coaches Pol, she will be eligible for only one payment often thousand dll ($10,000) in total for hot achievements outlined in Section 30). “Theterm "Coach's Team” shall meanthat the Coach continves to be employed by the University and is sctively performing ‘he employment rolated duties set for in Section 2 above. ‘These additional payments will be on time only and will not be added to Coach's twelve (12) month base salary. Fach of the payments described in 3(A) through 30) above is cumulative (except where indicated within each section): that is, CCooch may eceve each of hems may be applicable in any given Contract Year. These additional payments if paid, skal be paid to. Conc, less applicable texes, no Tater tha the reglae payroll period 45 days following the end ofthe Contract ‘Year in which they were eamed Coach is terminated for Cause, she's no entitled tothe addtional payments desribed in (A) through 3(2) above except as provided under Section 8. {Asa twelve-month P&A employee, Coach's appointment includes al periods when the University is open whether or not “lasses ar in session, Coach wil acere a vacation allowance consistent with the PALA Handbook to be charged fo those ‘normal work periods when not performing professional duties. ‘Coach shall lso be entitled to the same benefits provided to P&A employees based upon the above (12) month base slay. ‘Benefits, inching retirement contbatons, wll nt be paid on the supplemental income described in Section Sand Section 6; sd supplemental income shall be taxed according to TRS regulations. Coach will eceive benefits in eeordance with the P&A Handooole and CMU policies, which are subject to change from time to time. 4 Ouiside Income. Coach must rece prior approval rom the Director or designee for al athletically related income and benefits fom sources ouside the Universi, such consent shall not be unreasonably withheld. Forall income or benefits less chan or equal to $600 per evenicontract, Coach may request, and the Director or designee may grat either specific approval for each individual evenVeontact ora general approval. At the end of each fiscal year, Coaeh must file a personal ‘nancial statement with the Ditector to be reported to the Univesity President per NCAA Bylaw 11.2.2 (Athltically Related Income and Benefits). Income may inclde, bit not limited 0: income and benefits from annuiics; spots amps; Iousing benefits; club memberships, complimentary ticket sales; television and radio programs; and endorsement or ‘consultation conttets with athlete shoe, apparel or equipment manufacturers, 5. Additional Benefits As part of Coeeh’s employment withthe University, Coach is ened to ational Benefits as ‘outlined below: A, In accordance with University policy, a monthly cell phone allowance of fifty dollars ($50) will be added in ‘equal installments to exch paycheck during the course ofthe Contract Year. Coach is responsible fr covering ‘the eos ofall hardware and service associated with her phone 1B, Inorderto support Coach's efor in reriting exemplary assistant coaches, the Univesity agrees to support the top thee falltime asistartconches ofthe Team at ttl combined base salary pool of upto two hundred thirty five thousand dollars ($235,000) per fiscal year (subject to annual increases pending conference and poet institution trend), it being understood tht thie support is separate and apart ftom compensation forthe other support staf, nd the lke; Coach shall have the authority to employ, manage, discipline, and terminate all tsistant coaches and other dict reports within the women's basketball program, subject to collective bargaining sreements or handbooks, university policies, departmental guidelines and budgetary imitations and in conjunction with Humen Resources or Faculty Personnel Services.CC. The University agrees in svordance with Univesity policy to: (A) reimburse Coach for al easonable business expenses that ar typically reimbursed to Division I head women's basketball coaches (i, tavel/retuting, te) and a allocated within Coach's sport operating budget; and (B) cover the ordinary and necessary expenses Jncuted by assistant coaches and their household in coanetion with their elcation tothe University area as rutually greed upon (in god fit). D. The University agrees te provide Coach with benefits which are typically provided to other NCAA Division [head women’s basketball coaches in accordance with University and department policies, including but not limited to the right to enter into arrangement for endorsements that do not coatliet ‘with current University edorsements; camps; media; and other opportunities fr her own benefit the ‘use and possesion fan automobile throughout the Term; twelve (12) prime tickets to each Team home ‘game as wells four (4 ckets to each Team game within a pre-season, regular season, and postseason. fourmament, festival, neural site game, or the like; membership privileges at a private golf club; and the ability to reimburse Coach's immediate family (spouse or other eligible individual and dependent chien only) for lodging and transportation expenses related to post-season competition 6. Televisionadiofpomotional appearances, University aranges for certain television, radio, and promotional appearances by Coach. Coach wil te pid additional compensation foreach contract year as described in A. through F ‘below for participation in television, mo, public and promotional appearanens as directed by the Director. This ational Contract Year compenstion is due to Coach in pro-rated equal semi-monthly payments foc the periods described below, A. Sopt 1, 2019 March 31,2020; Thiny Thousand Dollars ($30,000) total compensation B, Apri 1, 2020—March 31,2021: Fifty Five Thousand Dollars ($55,000) total compensation C. Apil [2021 ~ March 31,2022: Sixty Thousand Dollars ($60,000) total compensation, D. E ‘April I, 2022~ March 31 2023: Sixty Five Thoustnd Dollars ($65,000) total compensation : April 2023 March 31,2024: Seventy Thousand Dollars ($70,000) total compensation 7, Adidas. The University recognizes Adidas as the sole provider of all athletic apparel and equipment. Cosch shal ensure the women’s basketball program rerains in fll compliance with the Adidas contact, which requires all coaches nd Stadent-athletes to dress Adidas spoaret an equipment while representing the University in NCAA athlete competion Cineloding preseason, regular season, and post-season games), during al athletic practices held on Univesity property ot at an offsite location, and during allpublie appearances. Failure ofthe women’s basketball program to comply withthe ferme of the Adidas contractor any sbsequent provider will ed fo dseplinsty action against Coach up fo and including 8, Suspension and/or Termination. Coech may be suspended or terminated at any time for any or no reason. Coach may aso be suspended or terminated for Che (as defined by Attachment A, whichis incorprated into this Contract including, ‘epeated unseceptale academic perfrmance, or personal behavior, of student-athletes. Without limitation, the University fgrecs thet the Team's wineloss record shall not be permitted to be a factor in any tenmination of this Contact for ‘Cause by the University. Unaeceptible academic performance shall be as defined by the NCAA through its APR and. (GSR, Termination for Cause inching repented unacceptable academic pelarmance of tudentathletes, a8 defined by the [NCAA through ts APR and GSR, shall include the immediate termination o al salary payments and benefits not yet earned bby Coach and which would be due under the remaining term ofthis Cott. Ifthe Coach is fired for Cause, the University will not be responsible for any buy or payment to coach beyond what guscanoed compensation Coach had earned up 10 the point of notice of termination, Coach is required to comply with the policies, practices or regulations of University and the rules and regulations ofthe [NCAA and the Mid-American Confeence as doped and approved by University. Should Coach be ound in violation of ‘any ofthese, Coach shal lso be sujet to diseiplinary or coerctve action including those set fr in the provision of the NCAA enforement procedures, Such disiplinary or comet setion could include suspeason without pay for & petod of time or termination ofthis employtnent contrac f Coach is found 1 be involved in terious violations ofthese Policies, practices, rules or regulations,‘Coach agrees thatthe University shall be permitted to terminate this Contract without Cause (a termination "Without Cause"), upon written noice to Coach, provided thatthe University pays Conch the sum detailed below ‘University’s Buy-Out"), which supersedes the provisions ofthe P&A Handbook regarding Termination Payment fand vacation payouts, University's Buy-Out shall be payable in fll within sixty (60) days of said termination, Al payments shall be less Coach's portion of Social Security, and les federal and state withholding. Inthe event ofa termination ofthis Contract by the University Without Cause, the Univesity agrees thatthe payment of the University's Buy-Out shall be deemed liquidated damages (and nota penalty), as such damages are difficult to presently and accurately estimate, The University’s Buy-Out shall be caleulated as ofthe date of termination Without Cause, as follows: Sept, 1,2019 ~March31, 2020: One Million Dollars ($1,000,000). April 1, 2020 Mareh 31, 2021: Seven Hundred Fifty Thousand Dollars ($750,000). ‘April 1, 2021 ~ Mareh 31,2022: Five Hundred Thousand Dollars ($500,000) ‘April 1, 2022 March’, 2023: Two Hundted Fifty Thousand Dollars ($250,000), ‘April 1; 2023 —March 31, 2024: Two Hundred Fifly Thousand Dollars ($250,000, Reoe> Inthe event the University exercisesthe right to terminate Coach's employment Without Cause and Coach accepts or begins employment as « women’s basketall coach at a NCAA highor education institution, or any other ‘amateur or professional organization, within one year of termination, the University’s obligation to pay a Buy-Out 8 listed above shall be reduced by an ammount equal tothe amount of Coach's minimum annual compensation ‘greed toby the Coach with Coach's new employer. For example, if Coach accepts such a position and is dve & University Buy-Out payment of $500,000, and the Coach’s minimum annual compensation ftom the subsequent ‘coaching postion is $400,000, Coach shall only rocive $100,000 from the University. In the event that Coach has already received the Universitys Buy-Out payment, Coach shall be obligated to repay to the University the difference between the amount the Coach received from the University and the minimum annual compensation ina negotiated timeframe. [Notwithstanding the foregoing, th University shall over be obligated under the Contractor any other agreement 0 pay ‘any Buy-Out to Coach if Coach is provided False information tothe University including false or untrue information in ny ofthe Coach's employment application materials, including the Coach’s resume Inthe event of termination of this Contact during its term or non-reappontment of Coach fora subsequent term, regardless of any liability bythe University fr hase slaty or bonefts, University shall not be lable to Coach forthe loss of anyother Compensation, benefits, gifs, or opportunites for supplemental income, including but not limited to those deseribed in Sections 5 and G above, TV show appearances peaking engagements, workshops, se of an automobile, club membership, surumer camps, teaching assignments, ouside endorsements or athletically olated activity which she may have received ot have the opportunity to receive, ethe from other parties or fom the Universi in whole tin part because of her position ts women's basketball head coach, University agrees that Coach shall be permitted to terminate this Contract immediately upon written notice to University, provided that in the event Coach voluntarily terminates this Contract in order to accept another position as coach, scout, athletics adminitation in college, other amateur, or professional sports, sport broadcasting, or other operations positions of a women's basketball program at another college or university or any professional women's basketball team (a "Positon"), Coach will pay University a buy-out, calculated based. fon the date of such termination ("Coach's Buy-Out") which supersedes the provisions of the P&A Handbook: regarding Termination Payment and vacation payouts. Coach acknowledges that she shall be obligated to notify ‘the Ditector in the event she engages in any substantive discussions for future employment during the Term, ‘Coaet's Buy-Out shal be payable within 60 days of Coach's acceptance of sid position. Coach's Buy-Out shall bbe calculated based on the date Coaeh accepts another Position as follows:Sept, 1.2019 March 31, 2020: One Million Dollars ($1,000,000) [April 1, 2020 March 31,2021: Seven Hundred Fifty Thousand Dollars ($750,000). ‘April 1, 2021 ~ Mareh 31,2022: Five Hundred Thousand Dollars ($500,000), ‘April 1, 2022 March’, 2023: ‘Two Hundred Fifty Thousand Dollars (§250,000), ‘April 1, 2023 —Mareh31, 2024: Two Hundred Fifty Thousand Dollars ($250,000, BpoE> ‘University shall not be responsible fr payment of any addtional compensition including bonuses eared uni the Coach has fly satisfied he debt othe University for he termination ofthis Contact. For purposes o these payments, women’s basketball season includes all egularseason and any post-season competition. Ifthe University must pursue payment fiom Coach for early termination ofthe contact through legal means, incinding but not Timited to litigation, Coach willbe responsible forthe payment tothe University fr any and al atomey foes and associated costs incurzed by the University. fCoach accepts employment or anncunces her acceptance of employment with another entity, repardess of whether or not the Coach hat signed a contract, whe sill employed with the University, Coach is deemed to have resigned her position With the University effective immediately In consideration of Coach's receipt othe fll payment outline in this Setion 8, Coach will, and does hereby, release and discharge the University, its officer, trustes and emplayecs from any and all claims, actions, grievances, causes of action, damage, costs and liability of every kind and nature whether in law or equity, known of unknown, tat she hs or may have arising out of her employment with and termination from the University. This does not release or discharge the Univesity from ibility fr claims under the state workers’ compensation la, payroll, accounting ero, and fire by the University to mectitscoractual obligations under this Agreement. 9. Rightto Resign, Unless notice o” termination has been given to Coach, or unless Coach has resigned, Coach shal not seuss or negotiate diwlly her prospective employment with any other instution of postsecondary education or any ‘professional thetic team without informing the Directar of any such discussions or negotiations as soon as possible Coach has the right ta resign from her employment pursuant to an irvocableleter of resignation being provided to the Director, 10 Driving. Coach an University agree that the silty to drive within scope of duties isan essential contin of Coach’ employment, 11, Nonsiserinination. The partes to this Contract agre to comply with al federal and state laws and University policies on non-discrimintion. 12, Menger, This Contract sets forth the entre agoement between the partes and fully supersedes any and al prior agreements, representations and/or understandings between the partes, All prior agreements, representations andlor “understandings between the parties ar hereby extinguished. Coach acknowledges and agres that in executing this Contract ‘she is not relying on any representations by University ot set forth inthis Contract. 1, Severability, The provisions of his Contract are severable and if any part ofthe Contract is found to be nul, vid or inoperative, the other paragraphs o portions thereof stall remain fly valid and enforeable. 14, Confit of Laws. Coach and University agree that any disputes arising out of an interpretation ofthe duties and responsibilities enered into by the pris of this Contact shal be governed by the laws ofthe sate of MichiganIN WITNESS WHEREOF, the parties hereby execute this Contract: (CENTRAL MICHIGAN UNIVERSITY coacy by by Robert 0 Davis nt Heifer Oestrle, Head Women’s Baskiall Coach Date: Date: _ 8-11-14, by nd, Beet of Rin Date: gras ce: Cali Clark, Human Resources ‘Manuel Rupe, General Counsel‘Attachment A Contract between Central Michigan University and Heather Oesterle Head Women's Basketball Coach ‘Central Michigan University {As provided for in your Contact as head women's basketball eosch ("Coach"), you may be terminated at any time for Cause, Cause is defined asthe following 1. Cause includes without limitations: willful andor egregious misconduct or behavior, whether by act oF ‘omission, that materially vcltes University Poliey, materially interferes with Coach's duties, materially or adversely affects the onderly or efficient operation of the athletic program or the University, or ‘matarially dtracts from thereputation image, or respect of the athletic program or the University, even if oft-duy or off premises. "Cause" also specifically includes conductor behavior, whether by actor ‘omission, of a member of the Women’s Basketball program’ coaching staff or ay other person under Coach's supervision that Director determines may negatively and moterially impact the reputation, ‘mage, or respect ofthe athletic program or the University, which is permitted, encouraged, or condoned bby Coach, or about which Coach knew of reasonably should have known, and failed to act reasonably to prevent limit, mitigate 2. Any major NCAA violation or repeated secondary NCAA. violations, through knowing or deliberate conduct; or any conduct demonstrating reckless disegard for any major NCAA. violation by Coach that reflects adversely uponeither or both ofthe University or its athletes program. 3. The making or rendition of finding or determination by NCAA or MAC fa major violation of any of its rules or rgulations by amember of the Women's Basketball coaching stafT of alumni, booster club members, or student-athletes that is permitted, encouraged, or condoned by Coack; or about which Violation Coach knew or rssonably should have known; and filed to act reasonably to prevent, limit, or mitigate, 4, Failure by Coach to promplly report any violation of NCAA, MAC, or University rues, policies, or procedures that Coach knew or reesonably should have known about ad that were commited by Coach, any of her staff or anyone acting under er supervision, any student-athlete, or any person associated with University’s athletic programs or deemed representatives ofthe University’s athletic interests. Such reporting, must be made to: the University President, Office of General Counsel, the Faculty Athletic Representative, or the director of eompliane. 5. Counseling or instructing by Coach of any assistant couch, student or other person to fail or refuse to respond accurately and fully within a reasonable time to any ingury or request concerning a matter relevant to the athletic programs ofthe University or of another institution of higher education which shall be propounded by the NCAA, MAG, or the President or General Counsel ofthe University, or the Aisector of compliance. 6, Repeated unacceptable academic performance, or personal behavior, of student-athletes where Coach has demonstratively failed Io promote an slmosphere of compliance within the progeam or failed to properly monitor the actions of saff-members who repor, directly or indirectly, to Coach ater Coach has been provided notice of uch failure(s) by the Director. Unacceptable academic performance shall be as defined by the NCAA through its APR and Graduation Success Rate (GSR). 17. "The University agrees that it oes not intend forthe Contract withthe Coach tobe tarmingble for minor, technical, ‘orotherwise immaterial mattrs or breaches that are subject o being cued a resolved following notice of such to Coach,