AMENDMENT TO HEAD COACH CONTRACT This Amendment to the Head Coach Contract between the State University of Iowa (University) and Francis J. McCaffery (Coach) effective July 1, 2017, is attached to and incorporates by reference all of the terms and conditions of the Head Coach Contract between University and Coach effective July 1, 2012, the Amendment to Head Coach Contract between University Coach effective July 1, 2013, the Amendment to Head Coach Contract between University and Coach effective July 1, 2014, and the Amendment to Head Coach Contract effective March 2016 except as modi?ed herein. The parties hereto promise and agree as follows: 1. Paragraph 1 of the Head Coach Contract effective July 1, 2012 and amended July 1, 2014 is hereby amended to delete the following language: The term of Coach?s appointment speci?cally to the position of Head Men?s Basketball Coach shall begin July 1, 2012, and continue through June 30, 2020 if during such term an NCAA Tournament bid is not achieved, but if an NCAA bid is achieved during such term, then term of Coach?s appointment shall be extended through June 30, 2022, unless this Agreement is terminated pursuant to Paragraphs 9, 10 or 1 1 below (the ?Terrn?). And replace it with the following: The term of Coach?s appointment speci?cally to the position of Head Men?s Basketball Coach shall begin July 1, 2012, and continue through June 30, 2023 if during such a term an NCAA Tournament bid is not achieved, but if an NCAA bid is achieved during such term, then the term of Coach?s appointment shall be extended through June 30, 2024. 2. Paragraph 3 of the Head Coach Contract effective July 1, 2012 and amended July 1, 2014 is hereby amended to delete the following language: University agrees Coach will be paid a guaranteed annual salary as follows Base Safary 2014?1 5 $1,050,000 Outside Income Public speaking, appearances, $375,000 fundraising engagements and camps Television and radio programming (paid directly by Learfield Communications, but guaranteed by the University) Apparel/ Shoe Contract $225,000 $150,000 (paid directly by Nike, but guaranteed by the University) Total Outside Income $750,000 Total Annual Guaranteed Compensation 2014-15 $1,800,000 If at the conclusion of the 2014-15 season the team receives a bid to participate in the NCAA Tournament, Coach?s total guaranteed compensation shall be as set forth in the following Schedule A for the balance of the Contract Term as extended per the language in Paragraph 1 and as shown in Schedule A below. Schedule A 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 Base Salary $1,200,000 $1,250,000 $1,250,000 $1,300,000 $1,300,000 $1,350,000 $1,350,000 Outside Income $800,000 $800,000 $850,000 $850,000 $900,000 $900,000 $950,000 Total $2,000,000 $2,050,000 $2,100,000 $2,150,000 $2,200,000 $2,250,000 $2,300,000 Guaranteed If at the conclusion of the 2014-15 season the team does not receive an NCAA bid, Coach?s total guaranteed compensation shall be as set forth in the following Schedule for the balance of the Contract Term until such time as the team receives an NCAA bid. Upon receipt of an NCAA bid at any time during the balance of the Contract Term, Coach?s total guaranteed income shall be as set forth in Schedule A above commencing in the Contract year following receipt of the NCAA bid and for the remaining balance of the Contract Term as expended per the language of Paragraph 1. 2015-16 2016-17 2017-18 201849 2019-20 Base Salary $1,050,000 $1,100,000 $1,100,000 $1,150,000 $1,150,000 Outside Income $800,000 $800,000 $850,000 $850,000 $900,000 Total $1,850,000 $1,900,000 $1,950,000 $2,000,000 $2,050,000 Guaranteed And replace it with the following: University agrees Coach will be paid a guaranteed annual salary as follows Base Salary 2017-18 Supplemental Compensation Outside Income Public speaking, appearances, fundraising engagements and camps Television and radio programming (paid directly by Learfl eld Communications, but guaranteed by the University) Apparel/ Shoe Contract (paid directly by Nike, but guaranteed by the University) Total Outside Income $1,350,000 $25,000 $475,00 $225,00 $150,00 $850,00 0 0 0 0 Total Annual Guaranteed Compensation 2017-18 $2,225,000 If at the conclusion of the 2017-18 season the team receives a bid to participate in the NCAA Tournament, Coach?s total guaranteed compensation shall be as set forth in the following Schedule A for the balance of the Contract Term as extended per the language in Paragraph 1 and as shown in Schedule A below. Schedule A 2018-19 201 9-20 2020-21 2021 -22 2022-23 2023-24 Base Salary $1,600,000 $1,650,000 $1,700,000 $1,750,000 $1,800,000 $1,800,000 Outside Income $1,000,000 $1,050,000 $1,100,000 $1,150,000 $1 ,200,000 $1,200,000 Total Guaranteed $2,600,000 $2,700,000 $2,800,000 $2,900,000 $3,000,000 $3,000,000 If at the conclusion of the 2017-18 season the team does not receive an NCAA bid, Coach?s total guaranteed compensation shall be as set forth in the following Schedule for the balance of the Contract Term until such time as the team receives an NCAA bid. Upon receipt of an NCAA bid at any time during the balance of the Contract Term, Coach?s total guaranteed income shall be as set forth in Schedule A above commencing in the Contract year following receipt of the NCAA bid and for the remaining balance of the Contract Tenn as expended per the language of Paragraph 1. 2018-19 2019-20 2020?21 2021-22 2022-23 2023-24 Base Salary $1,400,000 $1,400,000 $1,450,000 $1,450,000 $1 ,500,000 $1,500,000 Outside Income $900,000 $950,000 $950,000 $1,000,000 $1,000,000 $1,050,000 Total Guaranteed $2,300,000 $2,350,000 $2,400,000 $2,450,000 $2,500,000 $2,550,000 3. Paragraph 4 of the Head Coach Contract effective July 1, 2014 and amended July 1, 2013 is hereby amended to delete the following language: University agrees Coach will be paid incentive payments as described should he meet the academic and/or athletic criteria described in this paragraph; provided that any such payment will be made within sixty (60) days of the date of meeting the criteria (said incentive compensation shall be deemed to have been earned as of the date of achievement): A. Annual Academic Success Incentive Criteria and Payments (up to a total of $100,000 per year) (1) Achieving a team Academic Progress Rate (APR) of: $25,000 per year .930 to .949 .950 to .974 .975 and above $37,500 per year $50,000 per year These amounts shall be for the highest level attained and are not cumulative. Annual Athletic Success Incentive Criteria and Payments (per season): Big Ten Regular Season Title] Big Ten Tournament Title NCAA Bid (2012-13) NCAA Bid (Remaining years of Contract) For each NCAA Tournament Win (2012] 3 only) NCAA Sweet 16 appearance NCAA Elite 8 appearance 1 Shared or outright. $100,000 $100,000 $150,000 $25,000 $50,000 $50,000 $50,000 NCAA Final Four appearance $100,000 NCAA Championship Game Appearance $50,000 NIT Bid (2012?13 only) $10,000 NIT Championship $50,000 Big Ten Coach of the Year2 $30,000 National Coach of the Year3 $50,000 Can be either NABC, UPI, AP The amounts in this Section are cumulative. And replace it with the following: University agrees Coach will be paid incentive payments as described should he meet the academic and/or athletic criteria described in this paragraph; provided that any such payment will be made within sixty (60) days of the date of meeting the criteria (said incentive compensation shall be deemed to have been earned as of the date of achievement): A. Annual Academic Success Incentive Criteria and Payments (up to a total of $100,000 per year) (1) Achieving a team Academic Progress Rate (APR) of: .940 and above $25,000 per year .960 and above $50,000 per year .980 and above $75,000 per year These amounts shall be for the highest level attained and are not cumulative. B. Annual Athletic Success Incentive Criteria and Payments (per season): 2 Shared or outright. 3 Shared or outright. Big Ten Regular Season Title4 $150,000 Big Ten Tournament Title $125,000 NCAA Bid $30,000 NCAA Round of 32 appearance $50,000 NCAA Sweet 16 appearance $75,000 NCAA Elite 8 appearance $75,000 NCAA Final Four appearance $125,000 NCAA Championship Game Win $200,000 20 and over wins in a season $25,000 NIT Final Four $25,000 NIT Championship $50,000 Big Ten Coach of the Year5 $50,000 National Coach of the Year6 $50,000 Can be either NABC, UPI, AP The amounts in this Section are cumulative. 4. Paragraph 10 of the Head Coach Contract effective July 1, 2012 and amended March 2016 is hereby amended to delete the following language: Further, in such event, University shall pay to Coach as liquidated damages and not as compensation or a penalty, in lieu of any and all other legal remedies or equitable relief, the sum of $6,800,000 if the Contract is terminated before July 1, 2016, $5,700,000 if the Contract is terminated on or after July 1, 2016 but before July 1, 2017, $4,600,000 if the Contract is terminated on or after July 1, 2017 but before July 1, 2018, $3,500,000 if the Contract is terminated on or after July 1, 2018 but before July 1, 2019, $2,700,000 if the Contract is terminated on or after July 1, 2019 but before July 1, 2020, $1,350,000 if the Contract is terminated on or after July 1, 2020 but before July 1, 2021 and nothing if the Contract is terminated on or after July 1, 2021. And replace it with the following: 4 Shared or outright. 5 Shared or outright. 6 Shared or outright. Further, in such event, University shall pay to Coach as liquidated damages and not as compensation or a penalty, in lieu of any and all other legal remedies or equitable relief, the sum of $10,200,000 if the Contract is terminated before July 1, 2018, $9,000,000 if the Contract is terminated on or after July 1, 2018 but before July 1, 2019, $7,600,000 if the Contract is terminated on or after July 1, 2019 but before July 1, 2020, $6,200,000 if the Contract is terminated on or after July 1, 2020 but before July 1, 2021, $4,700,000 if the Contract is terminated on or after July 1, 2021 but before July 1, 2022, $3,600,000 if the Contract is terminated on or after July 1, 2022 but before July 1, 2023 and nothing if the Contract is terminated on or after July 1, 2023. 5. Paragraph 11 of the Head Coach Contract effective July 1, 2012 and amended March 2016 is hereby amended to delete the following language: If Coach terminates the Contract voluntarily and accepts another head basketball coaching position with any professional team or other Division 1 college or university (a ??Position?) before July 1, 2020, he will be responsible to require that said new employer pay University liquidated damages, in lieu of any and all other legal remedies, or equitable relief, $1,000,000.00 commencing upon Coach?s employment with new employer. And replace it with the following: If Coach terminates the Contract voluntarily and accepts another head basketball coaching position with any professional team or other Division 1 college or university (a ?Position?) before July 1, 2022, he will be responsible to require that said new employer pay University liquidated damages, in lieu of any and all other legal remedies, or equitable relief, $2,000,000.00 commencing upon Coach?s employment with new employer. All other terms and conditions of the Head Coach Contract between University and Coach effective July 1, 2012, the Amendment to Head Coach Contract between University Coach effective July 1, 2013, the Amendment to Head Coach Contract between University and Coach effective July 1, 2014, and the Amendment to Head Coach Contract effective March 2016 shall remain in full force and effect. I have read and understand the terms contained in this Amendment to Head Coach Contract effective the day and date ?rst above written. Date 7 Signed WW rancis J. McCa ry Head Coach, Men?s Basketball Date 2?11]? Signed Ctar?gr ?arta Direct of Athletics Date ll/Z-? 1? Signed J. Bruce Harreld President THE UNIVERSITY OF IOWA AMENDMENT TO HEAD COACH CONTRACT This Amendment to the Head Coach Contract between The University of lowa (University) and Francis J. McCaffery (Coach) effective March is attached to and incorporates by reference _,2016, all of the terms and conditions of the Head Coach Contract between University and Coach effective July 1.,20L2, the Amendment to Head Coach Contract, effective July 1, 2013, and the Amendment to Head Coach Contract effective July 1, 2014, (collectively the "Contract") €xcept as modified herein. The parties agree as follows: 1. Section 10 of the Contract is amended by deleting the current section and replacing it with the following: 10. TERMINATION BY UNIVERSTIY WITHOUT CAUSE; LIqUIDATED DAMAGES This Contract may be terminated by the President at any time without Cause, upon written notice to Coach (any written termination to Coach by the President or the University that does not explicitly state that such termination is for Cause shall be deemed a termination without Cause, and the provisions of this Paragraph 10 shall apply). In such event, Coach will not be reassigned to any other posiltion within the Departnnent of Athletics. Further, in such event, University shall pay to Coach as liquidated damages and not as compensation or a penalty, in lieu of any and all other legal remedies or equitable relief, the sum of 56,800,000 if the Contract is terminated before July 1, 2016, 55,700,000 if the Contract is terminated on or after July, t,2Ot6 but before July 1, 2Ot7 ,54,60A,000 if thr: Contract is terminated on or after July, 1, 2017 but before July L, 20L8, 53,500,000 if the Contract is terminated on or after July, 1, 2018 but before July 1, 2019,52,7011,000 if the Contract is terminated on or after July, 1, 2019 but before July 1, 2020, 51,350,000 if the Contract is terminated on or after July 1, 2020 but before July 1, 2O2t and nothing if tl"re Contract is terminated on or after July L, 2021. The above sum will not be reduced in the event of Coach's subsequent employment during the period covered by this Contract. Paymentsi shall be made in equal monthly installments over the remaining months of the Contract, beginning one month after the date of termination. The University shall also promptly reimLrurse Coach for all expenses incurred by Coach prior to termination that would have been reimbursable had this Contract not been terminated. The University shall also be responsible for all amounts earned pursuant to the terms of the Contract by Coach priorto the effective date of termination but unpaid as of that date; and those amounts shall be due and payable within thirty days of the effective date of termination (including any bonuses or other incc'ntive pay that was earned or achieved prior to the date of termination, even if not payable until after such date). Tht-' University shall not be liable to Coach for any University benefits or collateral business opportunities or other benefits associated with Coach's position as Head Men's Basketball Coach. The parties have bargained for this liquidated damages provisicrn, giving consideration to the Following: This is a Contract forpersonal services. Thepartiesrr:cognizethataterminationofthisContractbyUniversity prior to its natural expiration may cause Coach to lose certain benefits, supplemental compensation or outside compensartion relating to his employment at University, which damages are difficult to determine with certainty. Accordingly the parties agree to this liquidated damage provision, and tl"re parties agree that Co,ach shall have no duty to mitigate or offset such damages. Section 11 of the Head Coach Contract effective July 7,201.2 is amended by deleting the current section and replacing it with the following: 11. TERMINATION BY COACH Coach agrees not to seek or apply for other coaching positions without prior notice to the Director of Athletics. However, Coach may terminate this Contract without cause immediately upon written notice to University. In the event of such termination, University's sole obligation to Coach shall be pal/ment of his compensation as provided in Paragraph 3 hereof through the date of such termination, as well as anv incentive compensation earned but unpaid pursuant to Paragraph 4 above (including expenses incurred by Coach prior to termination that would have been reimbursable had this Agreement not been terminated). lf Coach terminates the Corrtract voluntarily and accepts another head basketball coaching position with any professional team or other Division I college or university (a "Position") before July 1, 2020, he vuill be responsible to require that said new employer pay University liquidated damages, in lieu of any and all other legal remedies, or equitable relief, S1,000,000.00 commencing upon Crcach's employment with new employer. Payment shall be made in equal monthly installments; over the remaining months of the Contract, beginning one month after the date of acceptance. Such payment by ther new employer to the University is, and shall be considered for all purposes, consideration pairJ by the new employer to the University for the right to hire Coaclh and the obligation will continue until paid in full, even if Coach does not continue working for new employer for an'y reason. Such payment is expressly not a payment made to satisfy an olbligation owed personarlly by Coach for payment of such amount as no such personal obligation of Coach for paymernt of such amount is created under this Contract. lf the new employer timely pays the applicable amount to the University, neither Coach nor such new employer shall have any further obligation to University under this Section 11. However, in the event the new employer does not timely pay the full amount described in this Section 11, then Coach shall be deemed in breach of tlris Agreement and the Coach agrees to pay the obligation of the new enrployer or the balance unpaid, whichever is less. Appendix B of the Contact is amencled by adding the following two paragraphs: Coach shall have access to a private jet for his pers;onal use for up to 1.0 hours per year. Every effort will be made to secured donated airtime with rental using department funds as a second option after all attempts to secure donated time have been exhausted. Coach understands that some or all of these benel'its may be subject to federal or state taxation and that he shall be responsible for any tax he may incur as a result of the receipt of said benefits. All other terms and conditions of the CQntract between University and Coach, Amendment, shall remain in full force and effect. I have read and understand the Contact and agree to abide by its terms and It Date (lzalk Francis John ,"r" trf of u ,n" Lf.tfl 6 J. Billce Harreld President s amendefl by THE UNIVERSITY OF IO\V A AMENDMENT TO HEAD COACH CONTRACT This Amendment to the Head Coach Contract between The University of Iowa (University) and Francis J. McCaffery (Coach). effective July I. 2014. is attached to and incorporates by reference all of the terms and conditions of the Head Coach Contract between University and Coach. effective July L 2012. and the Amendment to Head Coach Contract. effective on July L 2013. except as modified herein. The panies hereto promise and agree as follows: I. Paragraph I of the Head Coach Contract effective July 1. 2012 (Head Coach Contract) is hereby amended to delete the following language: The term of Coach"s appointment specifically to the position of Head Men·s Basketball Coach shall begin July 1. 2012. and continue until June 30. 2019. unless this Agreement is terminated pursuant to Paragraphs 9. I 0 or 11 belo\\ (the .. Term .. ). And replace it with the following: The tenn ofCoach·s appointment specifically to the position of Head Men·s Basketball Coach shall begin July I. 2012. and continue through June 30. 2020 if during such te1111 an NCAA Tournament bid is not achieved. but if an NCAA bid is achieved during such tem1. then the term of Coach·s appointment shall be extended through June 30. 2022. unless this Agreement is te1111inated pursuant to Paragraphs 9. I 0 or 11 below (the ·Term··). 2. Paragraph 3 of the Head Coach Contract is hereby amended to delete the following language: University agrees Coach will be paid a guaranteed annual salary as follows: Base Salary Year one Owside Income Public speaking. appearances. fundraising engagements and camps $750.000 S250.000 Television and radio programming $150.000 (paid directly by Learfield Communications. but guaranteed by the University) Apparel/Shoe Contract $150.000 (paid directly by Nike. but guaranteed by the University) Page I of 4 Total Outside Income $550.000 Tora! Annual Guaranteed Compensation - Year one Then. if NCAA bid achieved in 2012-13 Schedule A 2013-14 2015-16 2014-15 $1.000.00C Base Salary Outside Income Total Guaranteed s; 1.050.000 s; 1.050.000 $ 1.300,000 2016-17 5)700.00C $750.000 5800.000 5800.000 $ 1.700.000 51.800.000 $ 1.850.000 s 1.900.000 S900.000 Outside Income Total Guaranteed S600 . 000 $1.500.000 SI .000.000 $850.000 $650.000 S650.000 s1.600,000 s1.650.000 s 1.700.000 $850.000 51.950.000 5'2.000.000 2017-18 s 1.000.000 s1.050.000 s1.050.000 $600.000 2018-19 $1.100.000 S l .100.000 SI .150.000 Or. ifNCAA bid not achieved in 2012-13 then Schedule B 2013-14 2014-15 2015-16 2016-17 Base Salary 2017-18 5700.000 2018-19 Sl.100.000 5)700.000 51.750.000 s; 1.800.000 If after year one the team receives a bid to pai1icipate in the NCAA Tournament. Coach's total guaranteed compensation will be as set fo11h in Schedule A above for the balance of the Contract te1111. If a post-season NCAA bid is not received at the end of the first year. Coach's guaranteed compensation shall be as set fo11h in Schedule B until the team receives an NCAA bid. Upon receipt of an NCAA bid at any time during the term of this Contract. Coach's guaranteed income will be determined according to the terms of Schedule A commencing in the Contract year following receipt of the NCAA bid and for the balance of the Contract Te1111. And replace it with the following: University agrees Coach will be paid a guaranteed annual salary as follows: Base Salary 2014-15 Outside Income Public speaking. appearances, fundraising engagements and camps $1.050,000 $375,000 Television and radio programming $225,000 (paid directly by Learfield Communications, but guaranteed by the University) Apparel/Shoe Contract $150,000 (paid directly by Nike, but guaranteed by the University) Page 2of4 $750,000 Total Outside Income Total Annual Guaranteed Compensation~ 2014-15 $1,800,000 If at the conclusion of the 2014-15 season the team receives a bid to pa11icipate in the NCAA Tournament. Coach's total guaranteed compensation shall be as set fcmh in the following Schedule A for the balance of the Contract Tenn as extended per the language in Paragraph 1 and as shown in Schedule A below. Schedule A 2015-16 2016-17 2017-18 s 1.250.000 s1.250.000 2018-19 2019-20 2020-21 $1.300.000 Sl .300.000 SI .350.000 $1.350.000 Base Salary 51.200.000 Outside Income Total Guaranteed 5800.000 $800.000 $850.000 $850.000 S2.CXJO.OOO S2.050.000 52.100.000 52.150.000 5900.000 5900.000 Schedule B s 1.050.000 Base Salary Outside Income Total Guaranteed $800.000 $ 1,850.000 2016-17 2017-18 2018-19 2019-20 $1.100.000 SI .100.000 $1.150.000 Sl.150.000 $800.000 $850.000 s 1.900.000 s1.950.000 $850.000 5900.000 $2.000.000 S2.050.000 3. Paragraph 9.A. of the Head Coach Contract is hereby amended to delete the following language: A. One significant or repet1t1ve violations of the duties of the Head Men· s Basketball Coach. which are outlined in Appendix A. or of any of the other tenns/conditions of this Contract. or a refusal or unwillingness to perfo1m such duties in good faith and to the best of the Coach's abilities. Page 3 of 4 5950.000 $2.200.000 S2.250.000 S2.300.000 Ifat the conclusion of the 2014-15 season the team does not receive an NCAA bid. Coach's total guaranteed compensation shall be as set forth in the following Schedule B for the balance of the Contract Term until such time as the team receives an NCAA bid. Upon receipt of an NCAA bid at any time during the balance of the Contract Term. Coach's total guaranteed income shall be as set forth in Schedule A above commencing in the Contract year following receipt of the NC AA bid and for the remaining balance of the Contract Tem1 as extended per the language of Paragraph 1. 2015-16 2021-22 And replace it with the following: A. One significant violation or multiple or repetitive violations of the duties of Coach. which are outlined in Appendix A or of any of the other terms/conditions of this Contract or a refusal or unwillingness to perfo1111 such duties in good faith and to the best of the Coach·s abilities: 4. The Head Coach Contract shall be amended to include the following paragraph regarding discipline and the paragraph currently numbered 16 in the Head Coach Contract shall be renumbered as Paragraph 17: 16. DISCIPLINE Pursuant to NCAA By-Law 11.2.1 (or any successor by-law). if Coach is found in violation of any NCAA regulations (follmving all timely appeals). Coach shall be subject to disciplinary or corrective action as set fo11h in the provisions of the NCAA infractions process. All other terms and conditions of the Head Coach Contract between University and Coach effective July I. 2012 and the Amendment to the Head Coach Contract effective July I. 2013. shall remain in full force and effect. I have read and understand the terms contained in this Amendment to Head Coach Contract dated the day and date first above written. Date l I - IJ -- If Signed ~,!--~\----lh!-"'~---~~~~~~~ I1a Direct r of Athletics Date f 1/ftf / /'/ Signed £'!.. ~:----_ ~n President Page 4 of4 THE UNIVERSITY OF IOWA AMENDMENT TO HEAD COACH CONTRACT This Amendment to the Head Coach Contract is executed by and between the State University of Iowa (University) and Francis John McCaffery (Coach) effective July 1, 2013. The parties hereto promise and agree as follows: 1. Paragraph of the Head Coach Contract dated July 1, 2012 is deleted in its entirety and replaced with the following: (1) Achieving a team Academic Progress Rate (APR) of: .930 to .949 $25,000 per year .950 to .974 $37,500 per year .975 and above $50,000 per year These amounts shall be for the highest level attained and are not cumulative. 2. All other terms and conditions of said Head Coach Contract dated July 1, 2012 between University and Coach shall remain in full force and effect. I have read and understand the terms contained in this Amendment to Head Coach Contract dated the day and date ?rst above written. Date 4/25,? 3 Signe If mw?c??by rancis John MoCfoery Head Coach, Men?s Basketball Date 71/5/[3 I Signed Q/ary A Eta/rig Directo Athletics Date QI72?il77 Signed 0&2. 0 Sally Masor/ President THE UNIVERSITY OF IOWA HEAD COACH CONTRACT This Contract (the ?Contract? or ?Agreement?) is executed by and between the State University of Iowa (University) and Francis John McCaffery (Coach), effective July 1, 2012. The parties hereto promise and agree as follows: 1. EMPLOYMENT TERM The term of Coach?s appointment specifically to the position of Head Men?s Basketball Coach shall begin July 1, 2012, and continue until June 30, 2019, unless this Agreement is terminated pursuant to Paragraphs 9, 10 or 11 below (the ?Term?). 2. DUTIES The Coach is responsible for supervising, planning and coordinating the University?s Men?s Basketball Program (the ?Program?), and in so doing, Coach is expected to fulfill those duties listed in Appendix A, hereby incorporated by reference. While the duties of assistant coaches shall be assigned Coach, it is understood that the head and the assistant coaches are directly responsible, separately and collectively, to the Director of Athletics for compliance with the policies of the University and the rules and regulations of the Big Ten Conference Inc. (?the Big and the constitution and bylaws (and official interpretations thereof) of the National Collegiate Athletic Association (NCAA). It is understood that assistant coaches are immediately responsible to the head coach who, in turn, is responsible for the activities of his staff he knew or should have known about with due diligence as they relate to the athletic interests of the University. Coach understands and agrees that the Director of Athletics, as the administrative officer for the University, is charged with the responsibility to operate the program of intercollegiate athletics within the policies of the Board of Regents, State of Iowa, and the University and in accordance with the constitution, bylaws, rules, regulations, and policies of the Big Ten and the NCAA. In signing this Contract, Coach signifies that he understands and will use his diligent efforts to comply with the policies, rules and regulations of the Regents, University, Big Ten Conference, and the NCAA and agrees to abide by reasonable directives of the Director within the context of the abovementioned policies, rules and regulations as a condition of his employment. Coach understands and agrees that he must notify the Director of Athletics prior to discussing any employment opportunities outside The University of Iowa and outside the scope of this Agreement to the extent that such opportunities relate to collegiate or professional basketball. Francis John McCaffery Head Coach Contract Page 2 Notwithstanding anything to the contrary contained herein, in the event the University desires to terminate this Agreement as a result of any breach of this Section 2 by Coach, such termination shall only be permitted pursuant to Section 9.8. of this Agreement (and not pursuant to any other Section of this Agreement). 3. ANNUAL COMPENSATION University agrees Coach will be paid a guaranteed annual salary as follows: Base Salary Year one $750,000 Outside Income Public speaking, appearances, $250,000 fundraising engagements and camps Television and radio programming $150,000 (paid directly by Learfield Communications, but guaranteed by the University) Apparel/Shoe Contract $150,000 (paid directly by Nike, but guaranteed by the University) Total Outside Income $550,000 Total Annual Guaranteed Compensation -Year one $1,300,000 0 Then, if NCAA bid achieved in 2012-13 Schedule A 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 Base Salary $1,000,000 $1,050,000 $1,050,000 $1,100,000 $1,100,000 $1,150,000 Outside Income $700,000 $750,000 $800,000 $800,000 $850,000 $850,000 Total Guaranteed $1,700,000 $1,800,000 $1,850,000 $1,900,000 $1,950,000 $2,000,000 0 Or, if NCAA bid not achieved in 2012-13 then Schedule 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 Base Salary $900,000 $1,000,000 $1,000,000 $1,050,000 $1,050,000 $1,100,000 Outside Income $600,000 $600,000 $650,000 $650,000 $700,000 $700,000 Total Guaranteed $1,500,000 $1,600,000 $1,650,000 $1,700,000 $1,750,000 $1,800,000 Francis John McCaffery Head Coach Contract Page 3 If after year one the team receives a bid to participate in the NCAA Tournament, Coach?s total guaranteed compensation will be as set forth in Schedule A above for the balance of the Contract term. If a post-season NCAA bid is not received at the end of the first year, Coach?s guaranteed compensation shall be as set forth in Schedule until the team receives an NCAA bid. Upon receipt of an NCAA bid at any time during the term of this Contract, Coach?s guaranteed income will be determined according to the terms of Schedule A commencing in the Contract year following receipt of the NCAA bid and for the balance of the Contract Term. Pursuant to standard University policies, Coach?s annual compensation will be paid on a fiscal year basis dating from July 1 through June 30, and compensation increases, if any, shall start July 1. 4. RECURRING INCENTIVE COMPENSATION University agrees Coach will be paid incentive payments as described should he meet the academic and/or athletic criteria described in this paragraph; provided that any such payment will be made within sixty (60) days of the date of meeting the criteria (said incentive compensation shall be deemed to have been earned as of the date of achievement): A. Annual Academic Success Incentive Criteria and Payments (up to a total of $100,000 per year) (1) Achieving a team Academic Progress Rate (APR) of: .930 $25,000 per year .950 $25,000 per year .975 $50,000 per year These amounts shall be for the highest level attained and are not cumulative. (2) If the 6-year graduation rate of the team as determined by the NCAA Graduation Report exceeds the 6-year graduation rate of the general undergraduate student body at The University of Iowa, Coach shall be entitled to receive $50,000 per year. B. Annual Athletic Success Incentive Criteria and Payments (per season): Big Ten Regular Season Title1 $100,000 Big Ten Tournament Title $100,000 NCAA Bid (2012-13 only) $150,000 NCAA Bid (Remaining years of Contract) $25,000 For each NCAA Tournament Win (2012-13 only) $50,000 NCAA Sweet 16 appearance $50,000 Shared or outright. Francis John McCaffery - Head Coach Contract Page 4 NCAA Elite 8 appearance $50,000 NCAA Final Four appearance $100,000 NCAA Championship Game Appearance $50,000 NCAA Championship $150,000 NIT Bid (2012-13 only) $10,000 NIT Championship $50,000 Big Ten Coach of the Year2 $30,000 National Coach of the Year3 $50,000 Can be either NABC, UPI, AP The amounts in this Section are cumulative. 5. OUTSIDE 0F Upon advance written approval of the Director of Athletics and the President (not to be unreasonably withheld, delayed, or conditioned), Coach may enter into agreements with other parties to provide services not in conflict with this Contract for compensation. However, the University agrees that such approval shall only be necessary to the extent University approval is required by the University of all full-time and part-time University employees with respect to athletically related income 6. BENEFITS Coach shall receive standard fringe and employee benefits pursuant to University policy, with contributions and benefit amounts based only on the amounts paid directly by University. Coach shall also receive any employee-related benefits normally available to University professional employees in the Athletics Department. Coach shall be reimbursed for reasonable household moving expenses in accordance with University policy. Additional specific benefits will be provided pursuant to Appendix B. 7. DISCLOSURE Beginning with the effective date of this Contract, the Coach shall disclose annually on or about August 31 to the President and the Director of Athletics, sources and amounts of athletically-related benefits from sources outside the University to the extent such disclosure is required by the NCAA or the Big Ten Conference. 8. SPORTS CAMPS In addition to his salary, Coach may, subject to the approval of the Director of Athletics and the existence of sufficient camper enrollment, have an opportunity to participate in sports camps and clinics and to receive supplemental compensation which shall be subject to federal and state withholdings. Coach shall coordinate his participation in the camp with the Sports Camp Director, and comply with all NCAA and 2 Shared or outright. 3 Shared or outright. Francis John McCaffery Head Coach Contract Page 5 University policies regarding the conduct of such camps, including supplemental compensation, accounting requirements, and vacation requirements. 9. TERMINATION BY UNIVERSITY FOR CAUSE The University may terminate this Contract for Cause upon written notice to Coach. Such written notice must explicitly state that the University is terminating the Agreement for Cause, and must state the specific grounds that constitute Cause under this Agreement. ?Cause? as used in this Contract shall mean the following: A. One significant or repetitive violations of the duties of the Head Men?s Basketball Coach, which are outlined in Appendix A, or of any of the other terms/conditions of this Contract, or a refusal or unwillingness to perform such duties in good faith and to the best of the Coach?s abilities. B. A major and intentional violation by Coach or multiple material secondary violations of NCAA or Big Ten rules or regulations by Coach, a member of the basketball coaching staff, or other person under the Coach?s supervision or direction which, as reasonably determined by the University, is substantially likely to result in the NCAA or Big Ten placing the University on probation, a finding of a lack of institutional control, loss of grants in aid, loss of post-season play, loss of revenue, or suspension of the Coach by the NCAA, and (ii) the Coach knew or should have known about with reasonable diligence and oversight; C. A violation of any rule, regulation, or policy of the NCAA, Big Ten Conference, Regents, or University involving fraud, dishonesty, moral turpitude, violence, or conflict of interest, or commission of a crime whether prosecuted or not (excluding minor traffic offenses) involving fraud, dishonesty, moral turpitude, violence, or conflict of interest, or any other personal conduct that, as reasonably determined by the University, impairs Coach?s ability to fulfill assigned duties or reflects adversely on the Coach?s fitness to serve as head coach; D. Death, or permanent physical or mental incapacity to perform assigned duties. Said physical or mental incapacity shall be determined by the majority of a panel of three physicians. One such physician shall be chosen by the University, one by Coach and the third physician shall be chosen by the two appointed by the parties. In the event of termination under this paragraph, University?s sole obligation to Coach shall be payment of his compensation (including expensed incurred by Coach prior to termination) provided for herein in Paragraph 3 to the date of such termination. The University shall not be liable to Coach for any collateral business opportunities or other benefits associated with Coach?s position as Head Basketball Coach. Prior to termination for Cause, other than for death, University shall provide thirty (30) days? written notice of the factual basis for the proposed action and an informal opportunity for Coach to rebut the factual basis alleged. In the event of death, this Contract shall terminate automatically at the time of death. Francis John~McCaffery Head Coach Contract Page 6 Coach may challenge University?s termination of Coach for Cause before a panel of arbitrators. The arbitration panel shall consist of three members, one person selected by the University, one by Coach, and a third person agreed upon by the nominees of the parties. In the event the parties are unable to agree upon a third arbitrator within 14 days, the parties shall request a list of 10 arbitrators from the American Arbitration Association selected for their experience in resolving similar disputes. The parties will select an arbitrator from the list by the ?strikedown? method, with Coach having the first and last strike. The parties will share equally the costs of the arbitration, but shall bear individually the costs of their own counsel and representation. University shall bear the burden of proving by a preponderance of the evidence its right to terminate this Agreement for Cause. In all other respects, unless the parties othenNise agree, the arbitration will be conducted in accordance with the rules of the American Arbitration Association. The decision of the panel shall be final and binding upon the parties. This process is in lieu of any other University grievance procedure that might be available to Coach. In the event the panel, or a court of competent jurisdiction, determines the University lacked Cause for terminating Coach, the liquidated damage provision of Paragraph 10 shall apply as if the University terminated this Agreement without Cause. 10. TERMINATION BY UNIVERSITY WITHOUT LIQUIDATED DAMAGES This Contract may be terminated by the President at any time without Cause, upon written notice to Coach (any written termination notice to Coach by the President or the University that does not explicitly state that such termination is for Cause shall be deemed atermination without Cause, and the provisions of this Paragraph 10 shall apply). In such event, Coach will not be reassigned to any other position within the Department of Athletics. Further, in such event, University shall make a lump sum payment to Coach as liquidated damages and not compensation or a penalty, in lieu of any and all other legal remedies or equitable relief, the sum of $4 million if the Contract is terminated during the first year it is in effect, reduced by $250,000 for each year that Coach is employed under this Contract prior to termination by the University without Cause; the University shall also reimburse Coach for all expenses incurred by Coach prior to termination that would have been reimbursable had this Agreement not been terminated. The University shall also be responsible for all amounts earned pursuant to the terms of this Contract by Coach prior to the effective date of termination but unpaid as of that date; and those amounts shall be due and payable within thirty (30) days of the effective date of termination. The University shall not be liable to Coach for any University benefits or any collateral business opportunities or other benefits associated with Coach?s position as Head Men?s Basketball Coach. The parties have bargained for this liquidated damages provision, giving consideration to the following: This is a Contract for personal services. The parties recognize that a termination of this Contract by University prior to its natural expiration may cause Coach to lose certain benefits, supplemental compensation or outside compensation relating to his employment at University, which damages are difficult to determine with certainty. Francis John McCaffery Head Coach Contract Page 7 Accordingly, the parties agree to this liquidated damage provision, and the parties agree that Coach shall have no duty to mitigate or offset such damages. 11. TERMINATION BY COACH Coach agrees not to seek or apply for other coaching positions without prior notice to the Director of Athletics. However, Coach may terminate this Contract without cause immediately upon written notice to University. In the event of such termination, University?s sole obligation to Coach shall be payment of his compensation as provided in Paragraph 3 hereof through the date of such termination, as well as any incentive compensation earned but unpaid pursuant to Paragraph 4 above (including expenses incurred by Coach prior to termination that would have been reimbursable had this Agreement not been terminated). If Coach terminates the Contract voluntarily and accepts another head basketball coaching position with any professional team or other Division I college or university (a ?Position?) within two years of termination from University (provided said date occurs during what would have othenrvise been the Term, had it naturally expired), he will be responsible to pay University in one lump sum liquidated damages, in lieu of any and all other legal remedies or equitable relief, in the amount of $2 million during the first year of this Contract, reduced by $250,000 for each year he remains employed by University. prior to the date he accepts such new Position. 12. UNIVERSITY RECORDS All materials or articles of information including, without limitation, personnel records, recruiting records, team information, films, statistics or any other material furnished to the Coach by the University or developed by the Coach on behalf of the University or at the University?s direction or for the University?s use in connection with the Coach?s employment hereunder are and shall remain the property of the University. In the event of the Coach?s termination as provided herein, the Coach shall immediately cause any?such materials in his possession to be delivered to the University. Coach may request copies of University records relating to the basketball program, which request shall not unreasonably be denied. Nothing herein is meant to restrict Coach?s use beyond the Term of any materials relating to basketball strategies, game?plans, and the like (including training strategies, regimens, plans, etc.). 13. DISPUTE RESOLUTION It is mutually understood that reasonable efforts will be made to resolve intradepartmental and interpersonal conflicts or disagreements as internal matters to be resolved in a spirit of goodwill among those concerned. An action on the part of Coach to publicly report internal problems or disagreements that arise will be regarded as contrary to the terms of this Contract. Public information should be provided through the Athletics Communications Office and in accordance with policies mutually agreed to by coaches, the Director of Athletics, and the University. Francis John McCaffery Head Coach Contract Page 8 14. INTERPRETATION AND APPLICABLE LAW This Agreement is made under and shall be interpreted according to the laws of the State of Iowa and Sections 409A and 457 of the Internal Revenue Code of 1986, as amended (the ?Code?). Any rule to the effect that an agreement shall be construed against the party drafting shall have no application to this Agreement. If any provision of the Agreement or the application thereof shall be held invalid or unenforceable, the remaining provisions and their application shall not be affected thereby and shall continue to be fully effective and enforceable. 15. FORCE MAJEURE If any of the obligations of any of the parties hereto is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, the same shall not be deemed to be a breach of this Agreement, and all other obligations of the parties shall continue unabated. A ?Force Majeure Event? shall mean causes beyond the control of the parties including, but not limited to, act of God, inevitable accident, fire, illness or disability, labor dispute, riot or civil commotion, act of public enemy, act of terror and/or terrorism, governmental act, regulation or rule, failure of technical facilities, national day of mourning, emergency announcement or news bulletin, inability to obtain supplies, delays in transportation, embargos, illness, or other reason beyond the control of the parties that is generally regarded as Force Majeure. Delays or non-performance excused by this provision shall not excuse performance of any other obligation which is outstanding at the time of occurrence. 16. ENTIRE AGREEMENT AND MERGER This Contract constitutes the full and complete agreement of the parties. No prior or subsequent written or oral understandings or representations pertaining to the subject matter of this Contract shall be binding upon the parties unless contained herein or set forth in the form of written amendment(s) to the Contract, executed by both parties and approved by the Board prior to becoming effective. Francis John McCaffery - Head Coach Contract Page 9 I have read and understand the Contract and agree to abide by its terms and conditions. Date Men?s Basketball Date I 5? Signed Gary Directo Athletics Cr . Date Signed WW Sally M?son President APPENDIX A DUTIES OF HEAD COACH Coach shall devote his full time and reasonable efforts toward directing, developing and implementing the University Men?s Intercollegiate Basketball Program as set forth below and in the Professional and Scientific Position Description attached hereto: General Program Management: 0) (ii) (W) (V) (Vi) (vii) conduct himself and the Men?s Basketball Program in accordance with the Constitution and Bylaws of the Big Ten Conference and the have oversight responsibility for administrative duties pertaining to the Men?s Basketball program; supervise the conduct of assistant coaches and staff and their activities, including compliance with the Conference and NCAA legislation and provide annual evaluations thereof; follow appropriate departmental chain of command; abide by all applicable Board policies, University, Conference, and NCAA rules and regulations; perform other duties as Head Coach as may be reasonably assigned to a men?s Division I NCAA Head Basketball Coach by the Director of Athletics and/or President, within reason. Notwithstanding anything to the contrary contained herein, in the event the University desires to terminate this Agreement as a result of any breach of Section and/or of this Appendix A by Coach, such termination shall only be permitted pursuant to Section 9.8 of this Agreement (and not pursuant to any other Section of this Agreement). Teaching/T raining (ii) teach the mechanics and techniques of basketball to Team members; coach student-athletes of the Team, analyze performances, and instruct student?athletes of the Team in areas of deficiency; (C) (6) develop Team for sport competition; oversee daily practice of student-athletes on the Team; (iv) assist Strength Coach in designing and implementing a strength program for the Team. Counseling/Advising student-athletes on the Team: in conjunction with the faculty, encourage academic progress of student-athletes toward graduation; (ii) cooperate with student services for the benefit of student-athletes; encourage exemplary citizenship of student?athletes; (iv) coordinate with Department of Athletics and University student disciplinary policies and procedures. Budget Management: maintain responsibility for the fiscal and budgetary functions associated with the Men?s Basketball program and perform such functions in accordance with University policies (as uniformly applied). Recruiting: recruit talented student-athletes for the Men?s Basketball program with the goal that they will be committed students and exemplary citizens. Public Relations: promote the University, the Athletics Department, and the Men?s Basketball program. APPENDIX Coach?s spouse and immediate family members may travel to road games aboard regular team mode(s) of travel at the Coach?s discretion. University will provide two (2) automobiles and reasonable and appr0priate automobile insurance for exclusive use of head coach and spouse. Personal usage is subject to current IRS regulations. Coach will receive 12 game tickets and two (2) parking passes to each Men?s Basketball home game subject to regular University auditing and compliance procedures. University will pay for 4 game tickets to each NCAA Division Men?s Basketball Final Four. Coach will receive 6 game tickets and one (1) parking pass to each University football home game and 6 game tickets to any ?bowl game? (for his immediate family?s personal use only-if he wants tickets for others, University will use its best efforts to make available but will require payment for them) subject to regular University auditing and compliance procedures. Unless othen/vise specified, each of the above benefits is to be provided Coach without expense to him. In the event the University may no longer provide such benefits without expense, Coach will retain a priority right to purchase such benefits and the University will adjust Coach?s income on an after-tax basis so that Coach may purchase such benefits with no diminution in the total economic value of this Contract.