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‘DocuSignEnvolop 1D: 7OAGOS1E-SB87-4077-ABSC-SOBBOICFF253 =P April 22, 2021 Mr. Anthony Michael Barbee 2209 Guilford Ln, Lexington, KY 40513 Dear Mr. Barbee: ‘This letter shall serve as the binding letter of agreement (the “LOA”) between Central Michigan University (“University”) and Anthony “Tony” Barbee (“Coach”). Upon the execution of this LOA, the parties agree to work together in good faith to prepare a long-form agreement (the “Long Form Agreement”) which will memori ize the provisions of this LOA. University and Coach expressly agree and acknowledge that this LOA is a fully binding contract, and shall remain valid, enforceable, and fully binding until the Long Form Agreement is fully executed by both partics, The terms and conditions of this LOA ato as follows: 1 ‘The University hereby employs Coach es a full-time P&A omployee for the purpose of conducting an intercollegiate Men’s Basketball program for the University throughout the “Term” (as defined below). Coach hereby agrees to be the head-coach of the Team throughout the Term, ‘The “Term” is hereby defined as the period commencing on April 22, 2021 (the “Effective Date”) and concluding on the Iater of March 31, 2026 or the day following the ‘Team's final game of the 2025-26 NCAA Division I Men's Basketball season (the "End Date"), During the Term, each period from April 1 through and including the following March 31", shall be referred to as a "Contract Yeat" (except that the First Contract Year shall begin on the Effective Date and the Fifth and final Contract Year shall conclude on the End Date), In connection thereto, during the ‘Term, Coach shall report to the Director of Intercollegiate Athletics (“Director”) and agrees to perform all duties and responsibilities reasonably attendant to the position of a Division I Head Men’s Basketball Coach and as reasonably directed by the Director. In consideration of Coach's performance under this LOA, the University agrees to pay Coach the following sums per Contract Year: A. Base Annual Salary of Three Hundred Twenty Thousand Dollars ($320,000); paid semimonthly. B. _ TV/Radio/Promotional/Appearances bonus in the annual amount of One Hundred ‘Thousand Dollars ($100,000); paid semimonthly. C. Contingency Bonuses, as mutually agreed upon and detailed in the Long Form Agreement, such bonus structure and amounts to be commensurate with the applicable component in conference peer institutions’ head coach agreements. ‘The total compensation listed in Section 1.A above (cumulative for all Contract Years) shall be referred to as the “Guatanteed Compensation”, The entire Guaranteed Compensation will be paid for the entire length of the Term unless employment is terminated by the University for “Cause” or “Without Cause” (as each is defined below). ee el EY Central Michigan University- Department of Intercollegiate Athletics Page 1 DocuSian Envelope ID: TOASOB E-5867-4D77-A590-5OBEO4CFF259 a? 2. Coach acknowledges that he shall be obligated to notify the Director in the event he engages in any substantive discussions for future employment during the Term, University agrees that Coach shell be permitted to terminate this LOA immediately upon written notice to ‘University, provided that in the event Coach voluntarily terminates this LOA in orderto accept another athletic-related position (a "Position"), Coach will pay University a buy-out, calonlated based on the date of such termination (“Coach’s Buy-Out”) which supersedes the provisions of the P&A Handbook regarding Termination Payment and vacation payout, Coach’s Buy-Out shall be payable within 60 days of Coach’s acceptance of said position. Coach's Buy-Out shall be calculated based on the date Coach accepts another Position as follows: A. April 21, 2021 March 31, 2022: One Million Dollars ($1,000,000). B, April 1, 2022 March 31, 2023: One Million Dollars ($1,000,000). . April 1, 2023 -March 31, 2024: Five Hundred Thousand Dollars ($500,000). . April 1,2024 — March 31,2025: Four Hundred Thousand Dollars ($400,000). E. April 1, 2025 ~ March 31, 2026: Three Hundred Thousand Dollars ($300,000). 3. For purposes of this Agreement, “Cause” shall be defined as set forth below. Without limitation, the University agrees thet the Team’s win-loss record shall not be permitted to be a factor in any termination of this LOA for Cause by the University. Coach agrees that the University shall be permitted to terminate this Agreement without Cause (a termination “Without Cause”), upon written notice to Coach, provided that the University pays Coach the sum detailed in this Seotion 3, below (“University’s Buy-Out”) which supersedes the provisions of the P&A Handbook regarding ‘Termination Payment and vacation payout. University’s Buy-Out shall be payable in pro rata monthly installments over the otherwise unexpired Term of this LOA or the Long Form Agreement, ‘The University will not be obligated to pay any other amounts, benefits or damages to Coach with the exception of any theretofore earned Section 1.A, 1.B, and 1.C incentives that have been unpaid as of the date of termination. In the event of a termination of this LOA by the University Without Cause, the University agrees that the payment of the University’s Buy-Out shall be deemed liquidated damages (and not 2 penalty), as such damages are difficult to presently and accurately estimate. The University’s Buy-Out shall be calculated as of the date of termination Without Cause, as follows: A. April 21,2021 -March 31, 2022: One Million Dollars ($1,000,000). B, April 1,2022—March 31,2023: One Million Dollars ($1,000,000). C, April 1,2023 March 31,2024: Five Hundred Thousand Dollars ($500,000). D. April 1, 2024—March 31,2025: Four Hundred Thousand Dollars ($400,000). B. April 1, 2025-March 31, 2026: Three Hundred Thousand Dollars ($300,000). In the ovent the University exercises the right to terminate Coach’s employment Without Cause, Couch will have an affirmative duty to mitigate damages by actively secking immediate athletic related re-employment, ‘Tho university will be entitled to off-set monthly, Central Michigan University- Department of Intercollegiate Athletics Page 2 ‘Becusign Envelope ID: TOASOSTE-S8G7-4D77-AEIC-SEBROICFF263 Ld on a dollar-for-dollar basis, its liquidated damage obligation under this Buy-Out by any employment compensation received by Coach after the date of termination, whether from athletic-related or non-athletic-related sources and Coach will have an affirmative duty to disclose such sources. ‘Notwithstanding the foregoing, the University shall never be obligated under this LOA or any other agreement to pay any Buy-Out to Coach if Coach has imowingly provided materially false information to the University, including such false ot untrue information in any of the Coach’s employment application materials, including the Coach’s resume, 1. In recognition of Coach accepting of the position of Head Men’s Basketball Coach at CMU, the University will provide Coach with a recruitment bonus of Fifteen Thousand Dollars ($15,000); in lieu of relocation expenses. In the event Coach accepts another position within twelve (12) months of the signing date, Coach will be responsible for repayment of the ‘recruitment bonus. . In order to support Coach’s effort in reoruiting exemplary assistant coaches, the University ‘agrees to support three (3) full-time assistant coaches of the Team at a total combined salary pool up to Two Hundred Seventy Five Thousand ($275,000) per year, it being understood that this support is separate and apart from compensation for the other support staff, In addition, the Men’s Basketball support staff will include one (1) full-time benefited position to serve as, 4 Director of Basketball Operations; and one (1) non-benefited Graduate Assistant position to serve in the role of Video Coordinator. The University will provide a recruitment bonus pool in lien of relocation expenses in the total amount of Thirty Thousand Dollars ($30,000); to be distributed at Coach’s discretion among the assistant coaches and support staff, In the event an assistant coach or staff member accepts another position within twelve (12) months of receiving the recruitment bonus, the assistant coach or staff member will be responsible for repayment of the recruitment bonus. Subject to the approval of the Director, and to the ‘budgetaty limitations and hiring practices of the University, Coach shall be authorized to hire, ‘manage, discipline, and terminate the assistant coaches and other staff members who report directly to Coach. . In addition to the normal responsibilities of a head coach, Coach recognizes the importance of and agrees to assume reasonable responsibilities to support fundraising, increase student spirit and alumni support for the program and the University. In addition, Coach shall perform. ‘media and fundraising obligations as reasonably assigned by the University in connection with the Team, as are standard for NCAA Division I Men's Basketball head coaches. . Inadditional consideration for the rights and services granted by Coach herein, the University agrees to reimburse Coach for all reasonable business expenses that are typically reimbursed to Division I Head Mon’s Basketball Coaches (ie., travel/recruiting, ete.) and as allocated ithin Coaches sport operating budget; ee TSS Central Michigan University- Department of intercollegiate Athletics Page 3 ‘Doousign Envelope ID: 70AS0B1E-5867-4077-ASSC-SOBQ04CFF253 i? 8, In addition to the consideration listed above, the University agrees to provide Coach with benefits which are typically provided to other NCAA Division I Head Men’s Basketball Coaches, including but not limited to: the right to enter into arrangement for endorsements ‘that do not conflict with current University endorsements, camps, and media and other opportunities for his own benefit; the use and possession of an automobile throughout the ‘Term; major medical and life insurance; long-term disability insurance; University contribution to the CMU retirement plan; sick leave; travel allowances; cell phone stipend allowance; membership privileges at a local country club; use of a reasonable number of priority-tovel tickets to all home and away games and post-season tournament games as determined by Director; authorization for Coach's spouse to travel to all. post-season toumament games if no substantial incremental cost to the University is incurred. Such travel shall be in aecordance with University travel reimbursement guidelines, Travel may also be considered under the University’s Business Expense Manual if it is determined the Coach's spouse has a “business purpose” as explained in Addendum A — Athletic Department Team Travel Related Expense; and tuition benefit program for members of Coach’s immediate family (in accordance with NCAA regulations), All benefits listed above are available and subject to Conch as a P&A employee, 9. The parties agree that this LOA has received final approval of the University’s President, Robert O. Davies. 10. Coach agrees to participate in a press conference on a mutually agreed upon date on ot before April 23%, 2021, 11, The parties further agree that this LOA is subject to the completion of a reasonable and ordinary back-ground check of Coach by the Search Firm or University. The parties further agree to completion of a satisfactory Motor Vehicle Record (MVR) check of Coach by the University. 12. For the purposes of this LOA and the Long Form Agreement, “Cause” shall be defined as the following 8) Conduct or behavior, whether by act or omission, that the Director reasonably determines ‘materially interferes with Coach’s duties, materially or adversely affects the ordetly or efficient operation of the athletic program or the University ot materially detracts from the reputation, image, or respect of the athletic program or the University, even if off-duty or off premises, “Cause” also specifically includes conduct or behavior, whether by aot or omission, of a rember of the Men’s Basketball program’s coaching staff or any other person under Coach’s supervision that Director reasonably determines materially detracts from the reputation, image, or respect of the athletic program ot the University, which is permitted, encouraged, or condoned by Coach, or about which Coach knew or reasonably should have known, and failed to act to prevent, limit, or mitigate. b) _ Any major (Level I, of Il) violation or tepeated secondary (Level III, or IV) violation as defined by the NCAA, through knowing or deliberate conduct, or any conduct a a ES RAE Central Michigan University Department of intercollegiate Athletics Page 4 ‘DoouSign Envelope ID: TOASOBIE-SBG7-4D77-ASSC-S6BB0ACFF253 9 9) hd demonstrating a reckless distegard for any major violation, by Coach which roflects adversely and materially upon the University or its athleties program, ‘The making or rendition of a finding or determination by NCAA or MAC of a major violation of any of its rules or regulations by a member of the Men’s Basketball coaching staff or alumni, booster club members, or student-athletes, which is permitted, encouraged, or condoned by Coach, or about which violation Coach knew or reasonably should have Known, and failed to act to prevent, limit, or mitigate; Failure by Coach to report promptly to the President of the University, the General Counsel, faculty athletics representative, director of athletics, ot director of compliance any violation of the NCAA, MAC ot University rules known to Coach or about which Coach hhad reason to know, or to report promptly to these same persons any information that a significant violation may have occurred of the NCAA, MAC ot University rules by any coach or staff under his supervision, by student-athletes, or by other persons who aro associated with the University’s athletic programs or who are deemed representatives of the University’s athletic interests; Counseling ot instructing by Coach of any assistant coach, student ot other person to fail or refuse to respond accurately and fully within a reasonable time to any inquiry or request ‘concerning a matter relevant to the athletic programs of the University or of another institution of higher education which shall be propounded by the NCAA, MAC, of the President or General Counsel of the University, or the director of compliance, Repeated unaceeptable academic performance, or repeated incidents of serious personal misconduct, of student-athletes that could have boen prevented by Coach through the exercise of reasonable diligence in the operation of the program. Unacceptable academic performance may be defined by the NCAA through its APR and GSR, or the University’s academic standards. ‘The University acknowledges and agrees that it shall not be its intention to terminate this LOA or the ‘Long Form Agreement for Cause in the event of a minor, technical, or otherwise immaterial violation of the terms and conditions contained herein (or therein, as applicable). As detailed above, Coach and the University agree that this LOA is a formal, binding contract. Upon its execution, the parties will work together to finalize the Long Form Agreement within 90 days; but ‘until and unless such Long Form Agreement is executed, the parties agree that this LOA shall remain. valid, enforceable, and fully binding on each party. Both parties agree that an electronic signature of a party, whether digital or encrypted, included in this LOA is i tended to authenticate this writing and to have the samo force and effect as a manual signature, Delivery of a copy of this LOA beating an original or electronic signature by electronic mail in “portable document format” (“pdf”) form, or by any other electronic means intended to srs ESTEE Central Michigan University- Department of intercollegiate Athletics Page 5 _Docusign Envelope ID: TOASOS1E-SB67-D77-ABSC-CBBEO4OFF253 preserve the original graphic and pictorial appearance of a document, will have the same effect as \ physical delivery of the paper document bearing an original or electronic signature. ACCEPTED AND AGREED: usin Cf a 94 ‘Barbe 4/22/2021 Date eee an Central Michigan University- Department of intercollegiate Athletics Page 6

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