pitino contract

7/28/2019 Pitino contract

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EMPLOYMENT AGREEMENTTHIS EMPLOYMENT AGREEMENT is entered into as of the last date of the

signatures below, by and between Regents of the University of Minnesota, a Minnesotaconstitutional educational corporation (the "University"), on behalf of its Department ofIntercollegiate Athletics (the "Department"), and Richard Pitino ("Coach"). ThisAgreement is entered into by the University through its Department of IntercollegiateAthletics.

WHEREAS, subject to the terms and conditions of this Agreement, theUniversity desires to employ Coach as head coach of its intercollegiate Mens Basketballteam (the "Team") at the University of Minnesota (Twin Cities campus), and Coach iswilling to accept such position and perform such services and duties;

NOW, THEREFORE, in consideration of the mutual promises and covenantscontained in this Agreement and such other good and valuable consideration, thereceipt and sufficiency of which the parties hereby acknowledge, the parties agree asfollows:

I. EMPLOYMENT TERM AND DUTIES1.1. Term. Subject to the terms and conditions of this Agreement, the

University hereby employs Coach as the head coach of its intercollegiate MensBasketball team at the University of Minnesota (Twin Cities campus), and Coach agreesto be so employed by the University, for a term commencing on April 8, 2013, andending on April 30, 2019 (the "Term of Employment").

1.2.uties.1.2.1. During the Term of Employment, Coach shall diligently andconscientiously devote his full time, attention, and best efforts in performing anddischarging the usual and customary duties of a head coach of an NCAADivision I Mens Basketball team, including, but not limited to, the followingduties:a. Conducting usual and customary coaching activities;b. Recruiting, and managing the recruitment of, student athletes;C.ostering and providing accountability for the academic progressof student athletes in the program;d.epresenting the Universitys intercollegiate Mens Basketballprogram before, and cooperating with the Department in fulfillingPage 1 of 12


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contracts or requests from, the news media, including appearanceson radio and television;

e. Assisting with Departmental or University fund raising and publicrelations;

f. Representing in a positive fashion the University and its athleticprograms in private and public forums; and

g. Performing such other duties as directed by the Director (the"Director") of Intercollegiate Athletics at the University ofMinnesota (Twin Cities campus) or the Senior Associate AthleticDirector.

1.2.2. Unless otherwise expressly permitted in this Agreement, Coachshall not engage in any other business activity or be employed by any otherperson, firm, or entity, whether or not such activity is pursued for gain, profit, orother pecuniary benefit, without the Universitys prior written consent;provided, however, subject to NCAA and University rules, during each year ofthe Term of Employment, Coach may conduct summer basketball camps.Universitys consent will not be unreasonably withheld.

1.2.3. Coach shall not undertake commercial endorsements without theprior written consent of the University. Coach shall not engage in any activity, ifidentified as the Head Coach of the intercollegiate Mens Basketball team, thatdirectly or indirectly implies approval or endorsement of any good or service,including, but not limited to, the wearing of garments which display amanufacturers trademark, name, or other logo, unless such activity is firstapproved in writing by the Director. For example, Coach acknowledges that theUniversity has entered into a MultiSport Agreement with Nike USA Inc., whichincludes the Mens Basketball team. Coach shall comply with the Universitysobligations under the Nike Agreement. Universitys consent will not beunreasonably withheld.

1.2.4. Coach shall not appear on radio, television, or any other media inreturn for a fee, in cash or in kind, without the prior written consent of theUniversity. Universitys consent will not be unreasonably withheld.1.3. Classification. Coachs employment is a professional appointment

subject to the University of Minnesota Academic Professional and AdministrativePolicies and Procedures (Policies and Procedures), as the same may be amended fromtime to time. In the event of a conflict between the terms of this Agreement and termsof University Policies and Procedures, the terms of this Agreement shall govern.

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1.4. Compliance. Throughout the term of this Agreement, Coach shall complywith the current and hereafter enacted or promulgated laws, policies, rules, andregulations of and governing the University and its employees and the current andhereafter enacted or promulgated constitution, bylaws, and rules and regulations of theNational Collegiate Athletic Association ("NCAA"), the Big Ten Conference ("BigTen"), and any other conference or organization with which the University becomesassociated or which affects intercollegiate athletics (individually or collectively, the"Governing Associations"). Coach shall use [his/her] best efforts to ensure that allassistant coaches of the University of Minnesota (Twin Cities campus) intercollegiateMens Basketball team, any other University employee for whom Coach isadministratively responsible, and representatives of the Universitys athletic interests,comply with the foregoing laws, policies, rules, and regulations.

1.5. Other Employment. During the term of this Agreement, Coach agreesnot to personally, or through any agent or other representation, seek, discuss, negotiate,or accept other full-time employment without first having notified the Director inwriting by certified mail or facsimile and receiving permission from the Director. Oncesuch notification is received, permission to pursue other full-time employment will notbe unreasonably withheld.

1.6. Hiring Authority. Coach understands and acknowledges that he will nothave authority to unilaterally make or accept offers of employment for assistant coachesor other support staff; and that ultimate authority over such hiring decisions rests withthe Director. Coach further understands and acknowledges that all Mens Basketballprogram hires, including Coachs hire, are subject to and contingent upon a review ofthe applicants background and experience, including any history of NCAA violations,to be conducted by the Director and/or his designee(s). Coach agrees not to make anyrepresentation to potential hires, applicants, or anyone else that is contrary to theprovisions of this paragraph.

II. COMPENSATION2.1. Base Salary and Supplemental Compensation.

2.1.1. Subject to the terms of this Agreement, for all services rendered byCoach on behalf of the University, for the Term of Employment, the Universityshall pay Coach an annual salary of Five Hundred Thousand and No/100Dollars ($500,000.00). Beginning May 1, 2014, and on May 1 of every yearthereafter throughout the Term of Employment, based on the performancereview of Coach by the Director or the Directors designee, Coach shall beawarded an annual base salary increase that shall be no less than 5% per year.

2.1.2. Supplemental Compensation. The University shall pay Coach, inequal bi-weekly installments in accordance with the terms of this Agreement,

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annualized supplemental compensation of Seven Hundred Thousand andNo/100 Dollars ($700,000.00).

This sum is in recognition of Coachs efforts on behalf of the University formedia, fundraising, community involvement, endorsements, and apparel, shoes,and equipment arrangements. The University will receive and control all outsidepayments relating to endorsements, media appearances, and apparel, equipment,and shoes arrangements.

2.1.3. All compensation hereunder shall be paid in accordance with theUniversitys regular payroll procedures for professional and administrativeemployees, and shall be subject to withholding for applicable federal, state andlocal income taxes, federal social security taxes, and other applicable taxes anddeductions.

2.1.4. In accordance with the Policies and Procedures, Coach shall beeligible for salary increases on an annual basis based upon the evaluation of theDirector or his designee.

2.1.5. The base salary and supplemental salary are subject to furloughs,pay freezes, salary reductions or other adjustments to the same extent they arerequired of other employees of the University or the Athletic Department.2.2. Benefits. Unless inconsistent with the terms of this Agreement, the

University shall provide Coach with a benefit program as provided generally for itsprofessional and administrative employees as described in University Policies andProcedures.

2.3. Automobile. Subject to University policy applicable generally to itscoaches of intercollegiate athletics, the University shall provide Coach the use of anautomobile throughout the Term of Employment.

2.4. Bonus and Incentive Compensation.hroughout the Term ofEmployment, the University shall pay Coach bonus and incentive compensation asprovided for in Addendum A. The University shall deliver to Coach the payment ofsuch bonus and incentive compensation for a year after the University has determinedthe amount of such payment and whether the conditions of payment have been met,but not later than May 1 for competition bonuses and not later than July 1 for academicperformance bonuses. Exhibit A shall be the exclusive bonus and incentive program forCoach and he shall not be eligible for other bonus programs within the Department ofIntercollegiate Athletics.

2.5. Additional Compensation. It is understood that there may be personaltax consequences attributable to Coach as a result of the use of the Wheel Club vehicle,items listed in Addendum A, the complimentary tickets and other compensation,

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benefits and amenities associated with Coachs employment as head coach of the MensBasketball team, and that Coach is personally responsible for any and all such taxes.

2.6. Contract Fulfillment Incentive. The University shall pay to Coach thefollowing amounts:

a. $400,000 to be paid on April 30, 2016;b. $400,000 to be paid on April 30, 2019;

The payments set forth above will be made on the dates set forth above and will be paidonly if Coach is employed by the University as its Coach on the date set forth above.

2.7. Relocation Expenses. The University will pay Coachs reasonablemoving/ relocation expenses in accepting University employment in accordance withUniversity policy and procedure.

2.8. Gopher Athletic Tickets. The University shall provide to Coach access tothe following tickets to University of Minnesota Gopher athletic events: up to ten (10)season tickets to mens basketball, up to six (6) season tickets to home football games,four (4) season tickets to home mens hockey games and ticket to other home athleticevents according to department practices. Coach shall be entitled to up to twenty (20)tickets to the Big Ten Tournament, NCAA Tournament games including the Final Fourand any other post-season basketball tournament games the team participates in. TheUniversity shall provide to each of the three assistant coaches and the director ofoperations four (4), or a quantify to accommodate the immediate family member of thecoach or director, season tickets to mens basketball, four (4) season tickets to homefootball games and eight (8) tickets to the Big Ten Tournament, NCAA Tournamentgames including the Final Four and any other post-season basketball tournament gamesthe team participates in.

2.9. Private Jet Use. The University agrees to fly Coach by private (non-commercial) aircraft when coach is making recruiting visits or for other, mutually-agreed upon, University business that is located more than two-hundred (200) milesfrom the University campus. Coachs use of such private aircraft shall not exceed$50,000 in any one fiscal year.

2.10. Contract Buyout Payment. The University recognizes your financialcontract buyout obligation to your previous institution and will pay you an amount forthis obligation including the associated tax consequences. If Coach terminates thisAgreement without cause at any time prior to April 30, 2018, then Coach shall repaythis amount to the University, in addition to any other payments required under thisAgreement.

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2.11. Exclusive Compensation. The parties acknowledge and agree that thecompensation, cash and otherwise, provided to Coach under this Article II shallconstitute the total and exclusive compensation owed by the University to Coach forrendering services to the University.

III. TERMINATION3.1. The Universitys Right to Terminate for Cause. The University may -

for just cause - terminate this Agreement, suspend payments required hereunder, ortake other disciplinary action as it deems appropriate. "Just cause" as used in thisAgreement shall include, but not be limited to, the following:

a. A serious violation, as determined by the University, of a rule of aGoverning Association by or involving Coach;

b. A serious violation, as determined by the University, of a rule of aGoverning Association by an assistant coach of the intercollegiate MensBasketball team or representative of the Universitys athletic interestwhich, in the judgment of the University, Coach knew or should haveknown about with reasonable diligence and oversight;

C.ultiple secondary violations, which taken together would constitute aserious violation, as determined by the University, of the rules of aGoverning Association in or related to the intercollegiate Mens Basketballprogram;

d. Failure to report any and all serious, major, or secondary violations which,in the judgment of the University, Coach knew or should have knownabout with reasonable diligence and oversight.

e. A substantial failure to perform the duties required by Section 1.2 of thisAgreement; or

f. A violation of any policy of the University or law involving moralturpitude.

3.2. The Universitys Right to Terminate Without Just Cause.3.2.1 The University may terminate this Agreement at any time -without just cause - upon 30 days prior written notice to Coach. In such event,

the University shall pay Coach a Termination Fee of one-half of the base salaryand the full amount of supplemental compensation, including guaranteedincreases provided herein, that would otherwise be payable to Coach underSection 2.1.1 and Section 2.1.2 of this Agreement for the remainder of the Term ofEmployment. The Termination Fee shall be subject to withholding for applicable

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federal and state income taxes, federal social security taxes, and all otherapplicable taxes and deductions. Payments under this Section 3.2 shall be madeon a monthly basis in accordance with the following schedule:

a. The first installment will be equal to the amount of federal,state, and local income tax and the amount of FICA withholding thatwould have been remitted by the University if there had been a paymentof wages to Coach on the date of his involuntary termination equal to theincome includible by Coach on the Termination Fee under Section 457(f)of the Internal Revenue Code. This installment will be paid within sixty(60) days following the date of the involuntary termination.

b. The second and remaining installments will be paid over theremaining Term of Employment in substantially equal monthly amounts.

If the University makes any payment under this Section 3.2, Coach waives theright to seek additional compensation or damages from the University.Termination under this Section 3.2 shall supersede all rights Coach may haveunder the Policies and Procedures including but not limited to any rights tonotice or layoff programs.

3.2.2. As a condition to receipt of any payment under Section 3.2.1, Coachis required to mitigate the Universitys obligations under this Section 3.2 bymaking reasonable and diligent efforts (under the circumstances andopportunities then prevailing) to obtain a comparable employment position (forexample, media commentator with a national broadcast or cable company,professional basketball assistant or head coach, head mens basketball coach of aDivision I team) as soon as practicable following termination of employment.

3.2.3. If Coach is employed elsewhere post-termination in a comparableemployment position, then payments under Section 3.2.1 shall cease. TheUniversity reserves the right to seek repayment of any Excess Termination Fee.Excess Termination Fee means the excess of Termination Fee actually paid overthe Termination Fee that would have been paid had payments under Section3.2.1 been made ratably from the date of Coachs termination of employmentthrough the Term of Employment.

3.2.4. Coach agrees that as a condition of receiving any portion of theTermination Fee, Coach or, in the case of any amounts due after Coachs death,the person to whom those amounts are payable (collectively, the "Payee") mustexecute a comprehensive release within 15 days of the date of termination in theform determined from time to time by the University is its sole discretion.Generally, the release will require the Payee and Payees personal or legalrepresentatives, executors, administrators, successors, heirs, and assigns to

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release the University and its officers, employees, and representatives from allclaims arising out of or related to Coachs employment with the University,including statutory and common law claims, other than any claim that theUniversity has violated this Employment Agreement. Upon Coachs terminationof employment with the University the Payee will be presented with a release,and if the Payee fails to timely execute the release, the Payee agrees to forego anypayment from the University under this Section 3.2.

3.2.5. For purposes of this Section 3.2, any reference to Coachs"termination of employment" by the University (or any form of the phrase"termination of employment") shall mean Coachs "separation from service"within the meaning of Section 409A of the Internal Revenue Code of 1986, asamended (the "Internal Revenue Code") and Treasury Regulation Section1 .409A-1(h).3.3. Coachs Right to Terminate Without Just Cause. In the event Coachterminates this Agreement during the Term of Employment without just cause, Coach

shall pay the University a termination fee in accordance with the following schedule:a. If Coach leaves the University on or before April 30, 2016, Coach will pay

the University One Million, Five-Hundred Thousand and No/100 Dollars($1,500,000.00).

b. If Coach leaves the University on or between May 1, 2016, and April 30,2019, Coach will pay the University Five Hundred Thousand and No/100Dollars ($500,000.00).

Coach shall repay this amount to the University, in addition to any otherpayments required under this Agreement.

3.4. NCAA Enforcement Provisions. (NCAA Bylaw 11.2.1). Notwithstandingither provision of this Agreement, Coach and the University stipulate that if Coach

is found in violation of any NCAA rule or regulation, Coach is subject to disciplinary orconectLve ecfiore es _set forth iri the provisions of the NCAA enforcement procedures.

3.5. Procedure. In the event of any proposed disciplinary action, the Directorshall give Coach, orally or in writing, notice of the allegations and an opportunity topresent, in person, information relating to the allegations. If the Director thendetermines that discipline is appropriate, Director shall, in writing, notify Coach of thediscipline and the reasons therefore.

3.6. Limited Liability. Subject to the terms of this Agreement, in no eventshall the University be liable for the loss by Coach of any bonuses, benefits, perquisites,or income, including, but not limited to, those arising out of or relating to consultingrelationships, camps, clinics, media appearances, or from any other sources whatsoever,

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that may ensue as a result of the Universitys breach or termination of this Agreement,unless otherwise expressly stated herein. The terms of this Section 3.6 shall not releasethe University from its obligations to Coach under Section 3.2 of this Agreement.

IV. PROVISIONS OF GENERAL APPLICATION4.1. Agreement Renewal. Prior to the end of the term of this Agreement,

Coach will be given notice of the renewal or non-renewal of this Agreement and theterms of the renewal. If the Agreement is not renewed, Coach shall be given thirty (30)days notice of non-renewal and if such notice is not given thirty days before the end ofthe term, the Agreement shall be extended to cover the notice period. This provisionshall supersede all rights under University Policies and Procedures including but notlimited to any notice requirements or layoff programs.

4.2. Report of Athletically Related Income. (NCAA Bylaw 11.2.2.) TheUniversity and Coach hereby stipulate that Coach shall annually provide to thePresident and the Athletic Director a written detailed account of all athletically relatedincome and benefits from sources outside the University including, but not limited to,the following:

a. Annuity income related in any way to Coachs coaching, recruiting, oreducational duties at the University;

b. Sports camps;C.ousing benefits (including preferential housing arrangements);d. Country club memberships;e. Complimentary ticket sales;f. Television and radio programs; org. Endorsement or consultation contracts with athletic shoe, apparel or

equipment manufacturers.In addition, Coach shall comply with University of Minnesota policy and

procedures regarding "Outside Consulting and Commitments by IntercollegiateAthletic Staff." The policies and procedures include, but are not limited to, receivingprior approval of any endorsement of a product or service, use of Universitytrademarks and outside consulting commitments.

4.3. Assignment of Rights. Coach acknowledges that the total compensationto be paid to Coach under this Agreement is intended to include any and all amountsCoach might have expected to receive from (1) any television and radio shows and

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advertising revenues derived from those shows; and (2) any arrangements with athleticshoe, apparel, or equipment companies. It is therefore understood and agreed that anyand all rights Coach has in the production and compensation for any television andradio shows and related advertisin g and any shoe, apparel, or equipment arrangementsare hereby assigned in their entirety to the University, and the University may reassignany and all of the rights assigned to it by Coach.

In connection with said assignment, Coach agrees as follows:a. To grant the University the right to use Coachs name and likeness in

promoting any television or radio show related to the Team;b. To grant the University the right to permit others to sell all or a portion of

the advertising for any such show;C.o grant the University the right to collect and retain the revenues

generated from the sale of advertising on any such show;d. To appear on any such show and to work cooperatively with the producer

of such shows in scheduling taping sessions and other related productionissues; and

e. To work cooperatively with any shoe, apparel, or equipment company toassist in the fulfillment of the Universitys obligations under anyarrangement with the shoe, apparel, or equipment company as it pertainsspecifically with regard to those provisions which are applicable solely tothe Mens Basketball Program.

This assignment of rights section does not apply to Coachs commercialendorsement of other products or services for a fee, provided such endorsements shallbe undertaken only after consultation with the Department and shall not conflict withany University policies or commercial relationships.

4.4. Notices/Administration. All notices, requests, and other communicationsfrom one of the parties to the other shall be in writing and shall be delivered personally,or by facsimile or electronic mail (provided such delivery is confirmed), or by overnightcourier service or by United States mail, first-class, certified or registered, postage pre-paid, return receipt requested, to the respective party at [his/her] or its address set forthbelow or to such other address set forth below or to such other address as such partymay designate by notice given pursuant to this section:

As to Coach:ichard Pitino12310 SW 94th PlaceMiami, FL 33176Page 10 of 12


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As to the University:niversity of MinnesotaDepartment Intercollegiate AthleticsAttention: Director226 Bierman Field Athletic Building516 15th Avenue SEMinneapolis, MN 55455

with a copy to:niversity of MinnesotaOffice of the General CounselAttention: General Counsel360 McNamara Alumni Center200 Oak Street SEMinneapolis, MN 55455-2006Facsimile No. 612-626-9624E-mail Address: [email protected]

4.5. Amendment. Any amendment to this Agreement shall be in a writingexecuted and delivered by the parties.

4.6. Parties In Interest/Assignment. This Agreement shall be binding upon,and the benefits and obligations provided for herein shall inure to the parties heretoand their respective heirs, legal representatives, successors, assigns, transferees ordonees, as the case may be. No portion of this Agreement shall be assignable withoutthe prior written consent of the other party.

4.7. Effect of Prior Agreements. This Agreement is intended by the parties asthe final and binding expression of their contract and agreement and as the completeand exclusive statement of the terms thereof. This Agreement supersedes and revokesall prior negotiations, representations, and agreements, whether oral or written, relatingto the subject matter hereof.

4.8. Enforceability. If any provision contained herein shall be deemed ordeclared unenforceable, invalid, or void, the same shall not impair any of the otherprovisions contained herein, which shall be enforced in accordance with their respectiveterms.

4.9. Construction. The headings preceding and labeling the sections of thisAgreement are for the purpose of identification only and shall not in any event beemployed or used for the purpose of construction or interpretation of any portion ofthis Agreement. No waiver by any party of any default or nonperformance hereundershall be deemed a waiver of any subsequent default or nonperformance. As usedherein and where necessary, the singular shall include the plural and vice versa, andmasculine, feminine and neuter expressions shall be interchangeable.

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4.10. Applicable Law. The laws of the state of Minnesota shall govern and beapplicable to this Agreement and any construction or interpretation thereof.IN WITNESS WHEREOF, the undersigned have caused this Agreement to be

executed as of the date first shown above.

Date:y:_________________________/ichard PitinoREGENTS OF THE UNIVERSITY OFMINNESOTADate: 1 # Ig 4B y :/m PhenPx=Chief of StaffRecommended for Approval:Date:y :

Norwood Teague , DirthedrIntercollegiate Athletics

Recommended as to Form and Execution:

Date:(.cf3 Mark RotenbetgGeneral CounselPage 12 of 12


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ADDENDUM ASCHEDULE OF INCENTIVES

In lieu of any other performance based bonus plan the University may adopt for sportscoaches or other University employees, the University shall pay Coach the following incentiveBonuses, consistent with the requirements of all other terms of this Agreement:I.CAA Tournament. For each year the Team shall play in the NCAAChampionship Tournament during the Term of Employment, the University shallpay Coach as follows:a. Winning the National Championship, One Hundred Thousand andNo/100 Dollars ($100,000);

b. Playing in the Final Four, Fifty Thousand and No/ 100 Dollars ($50,000);C.laying in the Sweet Sixteen, Twenty-five Thousand and No/100Dollars ($50,000);d.n invitation to play in the NCAA Championship Tournament (either anopening round or second round game), Twenty-five Thousand and No/I 00Dollars ($50,000 )Coach shall receive each of the bonus amounts achieved under thisschedule I. Bonus amounts on this schedule I are cumulative.

II.ig Ten Finish. The Un iversity shall pay Coach a bonus based upon the Team sBig Ten finish that concludes during each year of the Term of Em ployment, asfollows:Finishmount of Bonusa. Big Ten Regular Season50,000Championb. Big Ten Tournament25,000Champion

C.winning record in the Big50,000Ten regular season (at leastone more win than loss).A-i


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III.cademic Performance. The University shall pay Coach a bonus based onthe single year Annual A cademic Progress Rate ("APR") for the Team asestablished each year by the NCAA, Beginning at the end of FY 2014, as follows:a. APR greater than or equal to 94025 5 000b. A PR greater than or equal to 9 605000C.PR greater than or equal to 98075,000Coach shall receive the highest single bonus amount achieved under bonusschedule III. Bonus amounts on this schedule III are not cumulative.

IV. Coach of the Year Honorsa. Big Ten Coach of the Year25,000b. National Coach of the Year50,000Coach is eligible to receive either or both amou nts under this schedule V.V.nnual Team Cumulative Grade Point Average ("GPA").a. C um ulative T eam GP A of 3.0 or above25,000b. C um ulative T eam GP A of 3.25 or abov e50,000C.umulative Team GPA of 3.5 or above75,000Coach shall receive the highest single bonus amount achieved under this bonusschedule V. Bonus amounts on this schedule V are not cumulative.

FWAIM

pitino contract

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