EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into this _ day of April, 2015, byand between The Board of Trustees of the University of Alabama for its division, the Universityof Alabama at Birmingham ("UAB"), and Jerod Haase (the "Employee").

ARTICLE I . PURPOSE

UAB and the Employee have entered into this Employment Agreement because UABdesires to employ the Employee for a period of six (6), starting April 1,2015 and ending onMarch 3I,2021(the "Term"), with the Employee's assurance that he will serve the entire term ofthis Employment Agreement, a long-term commitment by the Employee being critical to UAB'sdesire to run a stable athletics program. UAB and the Employee agree that head coaches ofintercollegiate athletic teams at UAB conduct their professional activities under circumstancesunique in the family of UAB employees, including evaluation and scrutiny of team performancesby the public and the media and control by external rules and regulations. These circumstancesjustify job security and commitment by the Employee longer than one year but less than acontinuous appointment. The Employee desires to obtain the opportunities of employment withUAB which are set forth in this Employment Agreement. For these reasons, UAB has agreed toemploy the Employee and the Employee has promised to be employed by UAB upon thefollowing terms and conditions.

ARTICLE II.POSITION

2.01 Appointment.

UAB hereby employs the Employee as Head Coach of the intercollegiate Men'sBasketball program. Employee accepts the employment and agrees that, throughout the Term,the Employee shall use his best full-time energies and abilities for the exclusive beneht of UAB.Employee agrees to observe and respect the principles of institutional control of all aspects of theMen's Basketball program and other athletic programs. Employee agrees to act at all times in amanner consistent with the ethical and academic standards of UAB.

2.02 Employee's Responsibilities.

a. Recognition of Duties. The Employee agrees to devote his best, full-time efforts to theperformance of his duties for UAB, to give proper time and attention to furthering hisresponsibilities to UAB and to comply with all rules, regulations, policies, and decisionsestablished or issued by UAB. Employee agrees to be a loyal employee of UAB. The Employeerecognizes that his statements about UAB and its administrators are often publicized, and heagrees to use his best efforts to keep positive and constructive in tone any public comments hemakes about UAB policies or actions taken by senior administrators. The Employee also agreesthat, notwithstanding the provisions of Section 4.04, during the Term, he will not engage,directly or indirectly, in any business which would detract from his ability to apply his bestefforts to the performance of his duties hereunder. The Employee also agrees not to usurp anycorporate opportunities of UAB.

b. General Duties and Responsibilities of Employee. The Employee agrees to undertakeand perform properly, efficiently, to the best of his ability and consistent with the standards ofUAB, all duties and responsibilities attendant to the position of Head Coach of UAB Men'sBasketball. The Employee further agrees to abide by and comply with the constitution, bylawsand interpretations of the National Collegiate Athletic Association ("NCAA") and the athleticconference of which UAB is a member (hereinafter "Conference"), its successor, or any otherathletic conference of which UAB may become a member, and all UAB rules and regulationsrelating to the conduct and administration of the Men's Basketball program. In particular,Employee recognizes an obligation personally to comply with, and to exercise due care to theextent reasonably possible to ensure that all personnel and students subject to Employee's directcontrol and authority comply with governing athletic rules relating to recruiting and fumishingunauthorized extra benefits to recruits and student athletes, including, without limitation,purchase or sale of game tickets and furnishing unauthorized transportation, housing, and meals,and with laws and governing athletic rules relating to gambling, betting, and bookmaking andillegal sale, use, or possession of controlled substances, narcotics or other chemicals or steroids.In the event that the Employee becomes aware, or has reasonable cause to believe, that violationsof such constitution, bylaws, interpretations, rules or regulations may have taken place, he shallreport the same promptly to the UAB Athletic Director. The Employee agrees to adhere to, torespect and to follow the academic standards and requirements of UAB in regard to therecruiting and eligibility of prospective and current student-athletes for the Men's Basketballprogram. All academic standards, requirements and policies of UAB shall also be observed bythe Employee and members of his staff, including assistant coaches, at all times and shall not becompromised or violated at any time.

c. Duties and Responsibilities While Employed as Coach. This list of specific duties andresponsibilities supplements and is not exclusive of the other general duties and responsibilitiesprovided for elsewhere in this Employment Agreement.

(i) General Description: The position of Head Coach of the UAB Men's Basketballprogram is a specialized professional position. By holding this position, Employee is noteligible for tenure.

(ii) Men's Basketball Program: The Employee is responsible for evaluating, recruiting,training and coaching student-athletes to compete successfully against major collegecompetition in a quality men's basketball program. In his position as Head Coach of theUAB Men's Basketball program, the Employee is held directly accountable for thesegeneral responsibilities relating to the Men's Basketball program: budget, scheduling andthe recruiting, training, supervision, evaluation and performance of student-athletes andcoaching staff.

(iii) Internal Evaluation System: Each year the Employee shall engage in an evaluationof the Men's Basketball program, to be coordinated with the Athletic Director. Theprocedures for the evaluation shall be determined by the Employee in consultation withthe Athletic Director.

(iv) Other Duties and Responsibilities: This position has these additional specificresponsibilities:

A. supervise assistant coaches, including compliance by such coaches withConference and NCAA rules and regulations;

B. panicipate in the instruction and coaching of student-athletes;C. determine scouting schedules for high school and college games;D. interview prospective players, their parents, and coaches;E. work to generate public, UAB employee, and student interest in and support for

the Men's Basketball program as evidenced by ticket sales, attendance at games,and increased private funds support;

F. work to integrate sports into the whole spectrum of academic life to complementUAB and its mission in the community;

G. work within the confines of rules, regulations, guidelines and policies of UABAthletic Department;

H. keep public statements complimentary to the administrators of the athleticprogram and to UAB;

I. make every effort, working in cooperation with and support of UAB's faculty andadministrative ofhcials, to ensure that all student-athletes' academic requirementsare met and encourage their progress towards a degree;

J. have complete knowledge of the rules and regulations goveming intercollegiateathletic competition and maintain strict compliance therewith;

K. effectively apply experience in recruiting, training and coaching of student -athletes;

L. be a disciplinarianbut be fair, sympathetic, andprotective of the student- athleteswhile motivating them to excellence;

M. maintain a mature and rational attitude, keep emotions in control, and downplaydefeats;

N. prepare players for each game and each season with dedication;O. establish and maintain a frequent and systematic program of personal

communication with the UAB student body;P. support local community activities that are afhliated with the Athletic

Department; and' a. support and assist university development efforts as an Athletics representative.

2.03

If the Employee is found to be in violation of NCAA, Conference or UAB rules andregulations, whether while employed by UAB or during prior employment at another NCAAmember institution, the Employee shall be subject to disciplinary or corrective action as set forthin the NCAA enforcement procedure. The Employee may be suspended for a period of timewithout pay, or the employment of the Employee may be terminated as provided in Section5.01.b hereof, if the Employee is found to have been involved in signif,rcant, repetitive orintentional violations of NCAA, Conference or UAB rules and regulations.

2.04 Reporting Relationship.

The Employee shall report to the Athletic Director or to his or her designee. TheEmployee's job duties and responsibilities shall be reviewed and revised from time to time by theEmployee's reporting superior, whether it be the Athletic Director or some other person. As ofthe beginning of this Employment Agreement, the job duties and responsibilities assigned to theEmployee are those set forth in Section 2.02hereof. The Employee is expected to work closelywith a variety of Athletic Department and UAB staff on all matters affecting the intercollegiateMen's Basketball program or otherwise connected with the discharge of his duties as anemployee of UAB.

ARTICLE III -TERM OF EMPLOYMENT

The Employee's employment hereunder shall commence April 7,2015 and shall continueuntil this Employment Agreement terminates on March 3I,2021; provided that the anniversaryof this Employment Agreement shall be on March 31't of each year with that date beingconsidered the first anniversary of this Employment Agreement. This provision is subject to theterms and conditions of Article V hereof concerning termination, and neither party shall haveany right to terminate this Employment Agreement prior to March 31,2021, except as providedherein.

ARTICLE IV .COMPENSATION

The Employee shall be entitled to guaranteed base salary payments and employmentbenefits and may receive opportunities to earn outside income, and opportunities to eamincentive compensation. Each of these items is described below. All payments from UAB aresubject to normal deductions and withholding for state, local and federal taxes and for anyretirement or other benehts to which the Employee is entitled or in which he participates, and aresubject to the terms and conditions of Article V hereof concerning termination of thisEmployment Agreement.

4.01 Salary.

The compensation to be paid by UAB to the Employee for services and satisfactoryperformance of the terms and conditions of this Employment Agreement shall include: (l) aBase Salary; (2) a Radio and TV Talent Fee; and (3) a Promotional and Fundraising Fee.

a. Base Salary. The Base Salary to be paid by UAB to Employee shall be at the rate ofEight Hundred Fifty Thousand Dollars ($850,000) per year.

b. Radio and TV Talent Fee. The Radio and TV Talent Fee to be paid by UAB toEmployee shall be at a rate of Seventy Five Thousand Dollars ($75,000) per year.The payments of any Radio and TV Talent Fee shall be contingent on Employeeperforming, to UAB's satisfaction, the services set forth in this Section a.01(b). TheEmployee shall make reasonable efforts to appear on and make successful televisionand radio programs produced by UAB or contractors of its choice in connection with

the UAB intercollegiate Men's Basketball program. UAB shall own all rights to theprograms and shall be entitled, at its option, to produce and to market the programs orto negotiate with third parties for the production and marketing of the programs. TheEmployee shall not unreasonably refuse to personally contact sponsors to increaseadvertising revenue and shall not unreasonably refuse to make commercialendorsements of program sponsors' products or services as part of his obligation towork toward successful programs. UAB shall have exclusive right to contract withprogram sponsors for commercial endorsements by the Employee and to authorize theuse of such endorsements both during the program and at other times. UAB shall beentitled to retain all revenue from program sponsors for commercial endorsementsused during the programs. The Employee shall not appear without the prior writtenapproval of UAB in any competing television or radio programs during the term ofthis Employment Agreement except routine news media interviews for which nocompensation is received. The reasonable efforts required of the Employee under thissection shall be that due diligence and personal time customarily exerted by HeadCoaches in the promotion and production of similar television and radio programs atother institutions of higher education with major college Men's Basketball programs.UAB recognizes that the responsibilities of the Employee place limitations on theamount of personal time which the Employee can devote to such programs and shallnot require the Employee to expend unreasonable amounts of time in connection withsuch programs. If UAB believes that Employee is not devoting a suffrcient amount oftime in promoting and producing such television and radio programs, the AthleticDirector or President of UAB shall notify Employee of the additional efforts oractions required or request of Employee.

c. Promotional and Fundraising Fee. The Promotional and Fundraising Fee to be paidby UAB to Employee shall be at a rate of Seventy Five Thousand Dollars ($75,000)per year. The payments of any Promotional and Fundraising Fee shall be contingenton Employee participating, to UAB's satisfaction, in events, public appearances andmedia interviews: (1) to promote UAB's intercollegiate Men's Basketball program,other athletic programs at UAB, and UAB in general, and (2) to raise funds to supportUAB and its activities. Any fundraising activities must receive UAB's approval priorto such event. At any time that UAB is not satisfied with Employee's participating inevents, public appearances, or media interviews, the Athletic Director or President ofUAB shall notify Employee of such additional actions on the part of Employee thatare necessary for UAB to be satisfied.

All amounts owed to Employee under this Section 4.01 shall be payable in twelveinstallments by UAB to Employee on the last day of each calendar month during the Term. Thereasonable efforts required of the Employee under Sections 4.01(b) and 4.01(c) above shall bethat due diligence and personal time customarily exerted by Head Coaches at other institutionsof higher education with major college Men's Basketball programs. UAB recognizes that theresponsibilities of the Employee place limitations on the amount of personal time which theEmployee can devote to such programs and shall not require the Employee to expendunreasonable amounts of time in connection with such programs.

4.02Merit Increases Based on Periodic Evaluations.

The Employee shall be eligible for merit raises (above the guaranteed base salaryamount set forth in Section 4.01 hereof) on the following terms and conditions.

a. Periodic Personnel Evaluations. The Employee's perfonnance of his job duties andresponsibilities, distinguished from his win-loss record, will be evaluated by his reportingsuperior periodically on the same basis as performance evaluations are done for other employeeswithin the Employee's classification within UAB. These evaluations will also take into accountprior evaluations and the expectations and goals set for the Employee in such prior evaluations.In addition, each year that he serves as Head Coach of the UAB Men's Basketball team, theEmployee will be responsible for the implementation of an evaluation of the Men's Basketballprogram as described in Section 2.02.c(äi), above. The skill with which the Employeeimplements this evaluation system will be reviewed during his periodic reviews.

b. Eligibility for Merit Raise. The Employee shall be eligible to be paid at a merit raiselevel (above the guaranteed base salary amount set forth in Section 4.01 herein) ifjustifred by theperiodic evaluations of his reporting superior. The amount of any merit increase moniesavailable to UAB which are to be awarded to the Employee as a merit raise shall be determinedby using the same process for evaluating and rewarding meritorious performance as is used forother employees of the Employee's classification within UAB in the previous hscal year. Indetermining eligibility for or the amount of any such merit raise, any supplemental compensationpaid to the Employee under Sections 4.01(b) and (c) or 4.05 hereof shall not be considered. TheEmployee will be eligible for his hrst merit review on or before April 30, 2016, with any meritraise awarded to be effective within thirty (30) days after such review. In subsequent years, anymerit raises awarded also will be effective according to the same timeframe referenced herein.

4.03 Emplo)¡ment Benefits and Perquisites.

UAB will provide the Employee with the employment benefits described in this Section4.03 and the UAB Personnel Handbook, and no other, and the perquisites described herein.

a. Standard UAB Benehts. The Employee shall be entitled to the standard UABbenefits provided for regular, fuIl-time professional or administrative employees, including(among other things) group life insurance, long-term disability benefits, vacation with pay,medical, dental and vision coverage, and 403(b) plan contributions (if elected by Employee), allof which are described in UAB's staff handbook. In the event of conflict between handbookprovisions and this Employment Agreement, the terms and provisions of the handbook shallapply. If any employment benefit is based in whole or in part on salary paid to Employee, anyincome paid or received by Employee from any outside activities or supplementalcompensation shall be included in that employment benefit only to the extent permitted orrequired by UAB rules or by law.

b. Expenses. An annual expense allowance of $10,000 shall be provided to theEmployee for expenses necessary promoting and improving for the UAB Men's Basketballprogram. Such expense reimbursement must meet the criteria of being ordinary and necessary

expenses and must be otherwise permissible under IRS guidelines. Such reimbursement shall bemade in accordance with the standard procedures of UAB upon presentation to UAB of vouchersor other statements itemizing such expenses in reasonable detail, as required by UAB policy.

c. Automobile. UAB, as additional compensation to the Employee, shall makearrangements for and provide to the Employee on a courtesy basis an automobile for his useduring the Term or, in lieu of a vehicle, a $750 per month car allowance. If the courtesy car ischosen, the Employee shall be entitled to select such vehicle as is commensurate with theposition which he holds as a leading representative of the Department of Athletics at UAB.UAB further agrees to provide appropriate liability and physical damage insurance on saidvehicle during the Term.

d. Club Membership. UAB shall make arrangements for and provide to the Employee amutually agreeable club membership for use in connection with UAB business-related activities.

4.04 Opportunities to Earn Outside Income.

While the Employee is representing UAB as Head Coach of its intercollegiate Men'sBasketball team, he shall have the opportunity to earn outside income as a result thereof, but onlyupon the following terms and conditions.

a. General Provisions Conceming Outside Income. The following general terms andconditions shall apply to each case in which the Employee seeks to or makes ¿urangements toearn outside income as a result of his being Head Coach of the UAB Men's Basketball team.

i. UAB Obligations Are Primary. Such outside activities shall not interfere with the fulland complete performance by the Employee of his duties and obligations as a UABemployee, recognizing always that the Employee's primary obligations lie with UAB andits students.

ii. NCAA Rules Control. In no event shall the Employee accept or receive directly orindirectly any monies, benefit or any other gratuity whatsoever from any person,corporation, UAB booster club or alumni association or other benefactor if such actionwould violate NCAA legislation or the constitution, bylaws, rules and regulations orinterpretations thereof of the NCAA and Conference as now or hereafter enacted.Changes of such legislation, constitution, bylaws, rules and regulations or interpretationsthereof shall automatically apply to this Employment Agreement without the necessity ofa written modification.

UAB Approval is Required. The Employee shall obtain the advance written approval ofhis reporting superior before entering into such agreements, which approval shall not beunreasonably withheld.

iv. UAB Is Not Liable. Such activities are independent of the Employee's UABemployment, and UAB shall have no responsibility or liability for any claims arising

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therefrom, and the Employee agrees to indemnify and hold harmless UAB, its agents andofficers from any liability arising from such activities.

v. Employee Retains All Revenues. Except for the limitations on such outsidecompensation as established by or set forth in the Employment Agreement and in theconstitution, bylaws, rules and regulations and interpretations thereof of UAB, theConference and the NCAA, the Employee shall be entitled to retain all revenue generatedby such outside activities.

b. Commercial Endorsements. Subject to the provisions of Section 4.01(b) hereof, UABand the Employee agree that the Employee may undertake commercial endorsements of productsand services in which he identifies himself as the Head Coach of the UAB Men's Basketballteam during such time as the Employee is assigned to such position but that he may nototherwise associate UAB's name with an endorsement and provided that all such endorsementsmust cease at the termination of the Employment Agreement.

c. Income from Speeches. Appearances. and Written Materials. Subject to the provisionsof Section 4.01(b) hereof, the Employee shall be entitled to deliver, make and grant publicspeeches, public appearances and media interviews and to write and release books and magazineand newspaper articles or columns in connection with his position as Head Coach of the UABMen's Basketball team. The Employee agrees to represent UAB professionally in all suchmatters.

d. On-Campus Summer Camp. Subject to UAB policies and procedures, UAB shallmake available to the Employee use of UAB's athletic facilities during summer months forcustomary and reasonable charges, for up to four (4) weeks in each year, for the purpose ofconducting surnmer Men's Basketball camps and clinics.

e. Shoe. Apparel, and Equipment Contracts. Subject to the provisions of Section 4.01(b)hereof the Employee may retain any monies offered by shoe, apparel or equipmentmanufacturers or sellers in an exchange for an agreement that the Employee shall wear, promote,endorse or consult with the manufacturer or seller concerning the design and/or marketing ofsuch shoes, apparel or equipment, provided that such agreements are in writing, do not extendbeyond the Term, would be coterminous with the Employee's termination of employment and aresubject to the approval of UAB's Athletic Director. Notwithstanding any provision to thecontrary, in no event will any agreements or payments under this Section 4.04(e) conflict withany agreements of UAB Athletics Department.

f. Disclosure of Outside Income. The Employee shall report annually in writing to thePresident of UAB through the Athletic Director, on or before July of each year, all athletically-related income from sources outside UAB including, but not limited to, income from annuities,sports camps, and endorsement or consultation contracts with athletic shoe or apparel orequipment manufacturers or sellers, and UAB shall have reasonable access to all records of theEmployee necessary to verify such report.

4.05 Incentives.

a. Post-season Play. During his employment as Head Coach of the UAB Men'sBasketball team, the Employee shall have the opportunity to receive the following incentivecompensation in consideration of his efforts in contributing to the exceptional performance of theMen's Basketball team and the Men's Basketball team's participation in post-season games ortournaments and for the extra services required of the Employee in preparation for andparticipation in such postseason games or toumaments. In any year within the term of thisEmployment Agreement that the Men's Basketball team shall participate in a post-season gameor play-ofÏ, the Employee shall receive supplemental compensation as follows:

i. Regular Season Conference Champion(not Conference Toumament Champion)

ii. NIT Tournament Invitationiii. Conference Coach of the Yeariv. NCAA Toumament Invitationv. NCAA Tournament Round of 32vi. NCAA Tournament Sweet 16

vii. NCAA Toumament Final4viii. NCAA Tournament National Champion

$ 50,000$ 15,000

$ 35,000$ 50,000$ 75,000$100,000$125,000$250,000

The above bonuses are cumulative. Any bonus payable to the Employee pursuant to this Section4.05 shall be paid to the Employee within sixty (60) days of the end of the f,rnal game of theseason for UAB Men's Basketball team (including any post-season games).

b. Academics. Beginning with the 201412015 academic year, and for each academicyear thereafter that the Men's Basketball team achieves an Academic Progress Rate of 975 orgreater for the previous academic year, UAB will pay the Employee $35,000. For an APRbetween 950 to 974 for the same timeframe, UAB will pay the employee $25,000. TheAcademic Progress Rate shall be calculated according to the formula described by the rules andregulations of the NCAA then in effect. Any bonus payable to the Employee pursuant to thisSection 4.05(c) are not cumulative and shall be paid to the Employee within sixty (60) days ofthe NCAA's notice to UAB of its verified Academic Progress Rate for the UAB Men'sBasketball team.

c. Payment Contingency. In the event the Employee terminates this EmploymentAgreement, for any reason, prior to earning any amounts payable under this Section 4.05, theEmployee's right to such payments shall cease and UAB shall have no obligation to pay suchamounts.

ARTICLE V -TERMINATION

5.01 Termination by UAB.

The Employee recognizes that his promise to remain as a UAB employee through theentire term of this six (6) years Employment Agreement from April 1, 2015, through March 31,2021, is of the essence of this Employment Agreement to UAB. It is also recognized, however,

that certain limited circumstances may make it appropriate for UAB to terminate thisEmployment Agreement prior to the completion of its entire Term.

a. Automatic Termination Upon Death or Disability of Employee. This EmploymentAgreement shall terminate automatically if the Employee dies, or if the Employee becomestotally disabled (within the meaning of UAB's disability insurance for employees of theEmployee's classification) in excess of ninety (90) days so that he qualifies for salarycontinuation benefits, or if the Employee becomes permanently disabled. "Permanentlydisabled" shall mean physical or mental incapacity of a nature which prevents the Employee, inthe sole judgment of UAB, from performing his duties under this Employment Agreement for aperiod of six (6) consecutive months.

If this Employment Agreement is terminated pursuant to this section because of theEmployee's death, the Employee's salary and all other benefits shall terminate as of the calendarmonth in which death occurs, except that the Employee's personal representative or otherdesignated beneficiary shall be paid all such death benefits, if any, as may be contained in anybenefit plan now in force or hereafter adopted by UAB and due to the Employee thereunder andany compensation andlor bonuses that have been earned but not paid.

If this Employment Agreement is terminated pursuant to this section because theEmployee becomes totally disabled, or permanently disabled as the case may be, all salary andother benefits shall terminate, except that the Employee shall be entitled to receive any disabilitybenefits to which he is entitled under any disability program in which he is enrolled and anycompensation and/or bonuses that have been earned but not paid.

b. Termination by UAB for Cause. UAB shall have the right to terminate thisEmployment Agreement for cause prior to its normal expiration on March 31,2027, and suchright of termination shall exist notwithstanding any rights available to UAB under Section 5.01.e.The term "for cause" shall include, in addition to and as examples of its normally understoodmeaning in employment contracts, any of the following:

i. Neglect or inattention by Employee of the standards, duties, or responsibilities assignedto or required of Employee by Article II of this Employment Agreement after reasonablyspecific written notice thereof has been given to Employee by the Athletic Director, andEmployee has continued such neglect or inattention during a subsequent period of notless than thirty (30) days; or

ii. Significant or repetitive material breach or violation by Employee of this EmploymentAgreement including, without limitation, Article II hereof, or governing athletic rules orUAB rules; or

iii. Conviction of Employee of any felony criminal offense or any misdemeanor crime orviolation (excluding minor trafhc offenses or non-criminal offenses) involving moralturpitude; or

iv. Fraud or dishonesty of Employee in the performance of Employee's duties orresponsibilities hereunder; or

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v. Failure by Employee to respond promptly, accurately and fully to any reasonable requestor inquiry by UAB relating to Employee's performance of Employee's duties andresponsibilities hereunder or Employee's adherence to or compliance with UAB rules; or

vi. Participating in any conduct, committing any act, or becoming involved in any situation,occurrence, or activity that brings Employee into public disrepute, contempt, scandal, orridicule or that reflects unfavorably upon the reputation or the high moral or ethicalstandards of the University of Alabama at Birmingham; or

vii. If after the hrst year of this Employment Agreement the APR four-year rolling averagefor the Men's Basketball team falls below the NCAA mandated threshold þresently 930,but changes to such threshold by the NCAA shall automatically apply to thisEmployment Agreement without the necessity of a written modification);

viii. A Level I or II violation or numerous Level III or IV violations by Employee of anyNCAA or other goveming athletic rule or UAB interpretation thereof which may, in thesole judgment of UAB, reflect adversely upon UAB or its athletic program, including anyviolation which may result in UAB being placed on probation by the NCAA; or

ix. Subject to any right of administrative appeal permitted or granted to Employee by suchentities, the making or rendition of a finding or determination by NCAA or Conference,or any commission, council, panel, or tribunal of the same, of a Level I or II violations ornumerous Level III or IV violations by Employee of any goveming athletic rules, or ofone or more major violations or secondary violations by members of Employee'scoaching staff or others, including alumni, booster club members, or student-athletes, ofwhich Employee had direct knowledge, or which Employee reasonably should haveknown about and failed to act reasonably to prevent, limit or mitigate. It is recognizedthat this subsection encompasses finding or determinations of violations duringemployment of Employee at UAB or any other institution of higher education; or

x. Failure by Employee to report immediately to the Athletic Director and AthleticCompliance Office any violations of NCAA or other goveming athletic rules or UABrules by Employee or by member of Employee's coaching staff, student-athletes, or otherpersons under Employee's direct control or authority that become known to Employee; or

xi. Conduct of Employee seriously prejudicial to the best interests of UAB or its athleticprogram or which reasonably should be expected to violate UAB's mission; or

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xii. Fraud or dishonesty of Employee in the preparation of, falsification of, or alteration ofdocuments or records of UAB, the NCAA, or the Conference, or documents or recordsrequired to be prepared, kept, or maintained by UAB rules, governing athletic rules, orlaw, or other documents or records pertaining to any recruit or student-athlete, includingwithout limitation, expense reports, transcripts, eligibility forms, or compliance reports orpermitting, encouraging, or condoning such fraudulent or dishonest acts by any assistantcoaches, student-athletes, or other persons under Employee's control or authority; orcounseling or instructing by Employee of any coach, student, or other person underEmployee's control or authority to fail or refuse to respond accurately and fully within areasonable time to any reasonable inquiry or request concerning a matter relevant to theathletics programs of UAB or of another institution or higher education which shall bepropounded by the NCAA, the Conference, UAB, or other governing body havingsupervision over the athletic program of UAB or other institution or higher education, orwhich shall be required by law, governing athletic rules, or UAB rules; or

xiii. Soliciting, placing, or accepting by Employee of a bet on any intercollegiate orprofessional athletic contest whether through a bookmaker, a pool, or any other means ormethod, or permitting, encouraging, or condoning such acts by any other person; or

xiv. Fumishing by Employee of information or data relating in any manner to Men'sBasketball or any other sport to any individual known to Employee to be or whomEmployee should reasonably know to be a gambler, bettor, or bookmaker, or an agent ofany such person, or the consorting or associating by Employee with such persons; or

xv. Use or consumption by Employee of alcoholic beverages or narcotics, drugs, controlledsubstances, steroids, or other chemicals in such a degree and for such appreciable periodas to impair significantly or materially Employee's ability to perform Employee's dutiesand responsibilities hereunder; or

xvi. (a) Sales, use, or consumption by Employee of any narcotics, drugs, or controlledsubstances, steroids, or other chemicals, the sale, use, or possession of which by anyperson is prohibited by law or goveming athletic rules; or

(b) Permitting, encouraging, or condoning by Employee of the sale, use, or possession byany student-athlete of any narcotics, drugs, controlled substances, steroids, or otherchemicals, the sale, use, or possession of which by any person is prohibited by law or bygoverning athletic rules of which Employee had direct knowledge or about whichEmployee should reasonably have known.

In the event this Contract is terminated for cause in accordance with the provisions ofSection 5.01.b hereof, then effective as of the termination date Employee shall not be entitled toreceive any fuither payments of base salary, radio and TV talent fee, promotional andfundraising fee or any other sum, compensation, or benefit otherwise payable under Article IVhereof, except any compensation and/or bonuses that have been earned but not paid andEmployee will be entitled to continue such life or health insurance benef,rts at Employee's ownexpense as required or permitted by law.

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c. Pre-Termination Hearing. Except in those extraordinary circumstances in which apre-termination hearing would result in damage to UAB, be detrimental to UAB's interests orwould result in injury to Employee, to another employee or student of UAB, or to the generalpublic,'just cause" sufficient to satisfy the provisions of Section 5.01.b. hereof shall bedetermined by the Athletic Director or his/her designee at a pre-termination hearing held for suchpurpose after at least three (3) days written notice to Employee, which notice shall include a

statement of the charges against Employee. The hearing shall consist of an explanation ofUAB's evidence and an opportunity for Employee to present Employee's side of the story.Employee may have an attomey present to advise Employee, but Employee's attomey may notactively participate in the proceedings. Subject to the provisions of Section 5.01.d, the decisionof the Athletic Director or his/her designee at such hearing shall be final.

d. Post-Termination Hearing. If Employee is terminated for cause in accordance withSection 5.01.b. hereof, within seven (7) days after the date of termination, Employee may requesta post-termination hearing to determine if UAB policy or procedure has been misapplied or if thetermination decision was arbitrary or capricious. A post-termination hearing panel shall beappointed by the President of UAB, or the President's designee if the President has beensignificantly involved in the matter prior to the termination decision. Employee may have anattorney present to advise Employee, to call witnesses on Employee's behalf, to cross-examinewitnesses, andlor to otherwise participate on the behalf of Employee. The charges and evidenceagainst the Employee shall be presented by the Athletic Director with the assistance of the Officeof Counsel. The rules of evidence shall not apply to the hearing. After the conclusion of thehearing, the panel shall promptly make a recommendation to the President or, if the President hasbeen significantly involved in the matter prior to the termination decision, to the President'sdesignee, and inform Employee of the recoÍìmendation. As soon thereafter as possible, thePresident, or his/her designee, shall inform Employee of the termination decision. The decisionof the President, or his/her designee, shall be final and binding on both parties to thisEmployment Agreement. The parties agree that Employee is not entitled to any hearing ifEmployee is terminated without cause pursuant to Section 5.01.e. hereof. The proceduredescribed herein shall also be applicable in the event of a suspension.

e. Termination by UAB Without Cause. UAB shall have the right to terminate thisEmployment Agreement prior to its normal expiration on March 31,2021 without cause and forits convenience. Termination "without cause" shall mean termination of this EmploymentAgreement on any basis other than those set forth in Section 5.01.b. above. Termination byUAB without cause shall be effectuated by delivering to the Employee written notice of UAB'sintent to terminate this Employment Agreement without cause, which notice shall be effectiveupon the earlier of the date set forth for termination in such notice or thirty (30) days after receiptof such notice by the Employee. If UAB exercises its right under this Section 5.01.e. toterminate this Employment Agreement without cause, the Employee shall be entitled to damagesonly as provided for in Section 5.01.f. below.

f. Liquidated Damages Upon Termination By UAB Without Cause. If UAB terminatesthis Employment Agreement without cause prior to its expiration on March 31, 2027, inaccordance with the provisions of Section 5.01.e. hereof, UAB shall pay to the Employee, as

liquidated damages, Employee's total salary of One Million Dollars (S1,000,000) per year, or theappropriate fraction of said amount for any pafüal year for the remainder of its term, payable in

monthly installments and subject to deductions required by law. No other payment, includingthose provided in Section 4.01(b) as Supplemental Income shall be due. If UAB terminates thisEmployment Agreement without cause, the Employee will be eligible for such benefits as wasprovided by UAB during the term of this Employment Agreement for three months followingtermination of Employee's employment, and thereafter, the Employee will not be eligible foremployee benef,rts. The provision of any employee benefit is subject, however, to the rules andregulations for such benefits. This provision shall not be construed to limit Employee's ability tocontinue medical or health insurance coverage, at his own expense, to the extent that suchcoverage may be available pursuant to any state or federal statute or regulation.

The parties have bargained for and agreed to the foregoing liquidated damages provision,giving consideration to the fact that termination of this Employment Agreement by UAB withoutcause prior to its natural expiration may cause the Employee to lose certain benefits,supplemental compensation or outside compensation relating to his employment at UAB, whichdamages are extremely diffrcult to determine with certainty or fairly or adequately. The partiesfuither agree that the payment of such liquidated damages by UAB and acceptance thereof by theEmployee shall constitute adequate and reasonable compensation to the Employee for thedamages and injury suffered by the Employee because of such termination by UAB. Theforegoing shall not be, nor be construed to be, a penalty.

ûÞ'Notwithstanding the provisions of Section 5.01.f., the Employee agrees to mitigate UAB'sobligations to pay liquidated damages under Section 5.01.f. and to make reasonable and diligentefforts to obtain another collegiate or professional coaching position, as soon as reasonablypossible after termination of this Employment Agreement by UAB without cause. After theEmployee obtains such new employment, UAB's financial obligations under this EmploymentAgreement, including Section 5.01.f., shall be limited to the difference, if any, between thesalary of the new position and $1,000,000 per year for the period remaining on this EmploymentAgreement.

5.02 Termination b)' Employee.

The Employee recognizes that his promise to work for UAB for the entire term of this sixyear Employment Agreement is of the essence of this Employment Agreement to UAB. TheEmployee also recognizes that UAB is making a highly valuable investment in his continuedemployment by entering into this Employment Agreement and that its investment would be lostwere he to resign or otherwise terminate his employment with UAB prior to the expiration of theterm of this Employment Agreement. While recognizing these agreements and this entireEmployment Agreement, the parties agree that the Employee may, nevertheless, terminate thisEmployment Agreement prior to its normal expiration, but only upon the following terms andconditions:

a. Employee may terminate this Employment Agreement without cause bV (l) givingUAB prior written notice of the effective date of Employee's termination of his employment withUAB, and (2) notwithstanding the notice provisions in Section 7.10 hereof, providing actualnotice to UAB's Athletic Director. The effective date of such termination must occur between

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(i) the f,rnal game of the season for UAB Men's Basketball team (including any post-seasongames) of a calendar year and (ii) the following August 1 of the same year, except in the year inwhich this Employment Agreement will expire pursuant to Section III hereof. In such noticeEmployee shall inform UAB of Employee's known employment plans following the terminationof employment with UAB.

b. If Employee terminates this Employment Agreement without cause, then, upon theeffective date of termination, Employee shall not be entitled to receive any further compensation,perquisites, or benefits described in Article IV or in any other provision of this EmploymentAgreement.

c. For a period of one (1) year after Employee's termination of this EmploymentAgreement without cause, Employee shall not contact or otherwise seek to recruit any highschool or junior college athlete that has been contacted or recruited by UAB, unless such athletehad been recruited or contacted by any new institution employing Employee prior to the noticeof termination by Employee to UAB.

d. Employee's obligations under Section 5.02.c, above (with regard to recruiting) andunder Section 5.02.e. below (with regard to payment of liquidated damages), shall survive thetermination of this Employment Agreement and shall continue in full force and effect for allpurposes notwithstanding Employee's termination of this Employment Agreement without cause.

e. If Employee terminates this Employment Agreement without cause at any time priorto its expiration date, Employee, or a third party on Employee's behalf, shall pay to UAB, as

liquidated damages, the following amounts as repayment of previously earned salary:

If prior to March 31,2016 $500,000- If on or after March 3l,2016,but

prior to March 31,2017 $500,000- If on or after March 3I,2017,but

prior to March 31, 2018 $350,000- If on or after March 31,2018, but

prior to March 3I,2019 $350,000- If on or after March 3l,2019,but

prior to March 31,2020- If on or after March 31,2020,but

prior to March 31,2021

$350,000

$350,000

Such liquidated damages shall be due and payable within thirty (30) days after the effective dateof termination of this Employment Agreement. Failure to pay such liquidated damages shallconstitute a breach of contract. The parties have bargained for and agreed to the foregoingliquidated damages provision, giving consideration to the fact that UAB will incuradministrative, recruiting, and resettlement costs in obtaining a replacement for Employee inaddition to potentially increased compensation costs, loss of ticket revenues, and loss of incomefrom UAB's designated marketing contractor if Employee terminates this EmploymentAgreement while serving as UAB's Head Coach for Men's Basketball, all of which damages are

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extremely difficult to determine with certainty or fairly or adequately. The foregoing shall notbe, nor construed to be, a penalty.

ARTICLE VI -PROSPECTIVE EMPLOYMENT

During the Term, should Employee become interested in employment with anothercollege or university or with a professional Men's Basketball organization or should anothercollege or university or professional Men's Basketball organization directly or indirectly contactEmployee about possible employment, then, prior to Employee either directly or indirectlycontacting the college, university, or professional Men's Basketball organization, Employeemust hrst notify the Director of Athletics of such interest or contact, and the Director ofAthletics'permission for Employee to make such a contact shall not be unreasonably withheld.

ARTICLE VII.MISCELLANEOUS

7.01 Scheduling.

While it is the intent of the parties to this Employment Agreement that, during each yearthat the Employee is the Head Coach of UAB Men's Basketball team, the Employee shall beinvolved to the greatest extent possible in arranging each season's Men's Basketball schedule andany rescheduling of games involving the UAB Men's Basketball team, the UAB AthleticDirector will have final authority and responsibility with regard to the Men's Basketball team'sschedule and shall use his best efforts to ensure that the Men's Basketball team's schedule allowsthe Men's Basketball program to meet and maintain UAB's objectives in all intercollegiateathletics.

7.02 Requirement of UAB Signature and Approval.

It is understood and agreed that this Employment Agreement shall not be effective untilsigned by an authorized ofhcial on behalf of UAB.

7.03 Merger Clause.

This Employment Agreement constitutes the full and complete understanding andagreement of the parties with respect to the employment of the Employee by UAB andsupersedes all prior understandings and agreements, oral or written, regarding the Employee'semployment by UAB.

7.04 Amendments to Aqreement.

This Employment Agreement may be amended at any time only by a written instrumentduly approved by UAB through its designated representative and accepted by the Employee,such approval and acceptance to be acknowledged in writing, except that the foregoing shall notapply to increases in compensation and./or enhancements of fringe benefits which may beaccomplished at any time in accordance with the terms and conditions of Article IV hereofwithout the necessity for written modification or amendment to this Employment Agreement.

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7.05 Severabilit)'.

If any provision or provisions hereof shall be deemed invalid or unenforceable, either inwhole or in part, this Employment Agreement shall be deemed amended to delete or modify, asnecessary, the offending provision or provisions or to alter the bounds thereof in order to renderit valid and enforceable.

7.06 No Waiver of Default.

No waiver by the parties hereto of any default or breach of any covenant, term orcondition of this Employment Agreement shall be deemed to be a waiver of any other default orbreach of the same or any other covenant, term or condition contained herein.

7.07 Acknowledgment.

The Employee acknowledges that he has read and understands the foregoing provisionsof this Employment Agreement and that such provisions are reasonable and enforceable and heagrees to abide by this Employment Agreement and the terms and conditions set forth herein.Further, the Employee acknowledges that all rights and benefits under this EmploymentAgreement are subject to applicable laws.

7.09 Materials and Records.

All materials or articles of information, including, without limitation, personnel records,recruiting records, team information, hlms, statistics or any other material or data, fumished tothe Employee by UAB or developed by the Employee on behalf of UAB or at UAB's direction orfor UAB's use or otherwise in connection with the Employee's employment hereunder are andshall remain the sole and confidential property of UAB. Within ten (10) days of the expiration ofthe term of this Employment Agreement or its earlier termination as provided herein, theEmployee shall immediately cause any such materials in his possession or control to be deliveredto UAB.

7.10

During the period of employment hereunder, the Employee shall not make or continue tohold any investment in or be associated with any enterprise which could be deemed to beinconsistent with UAB objectives and philosophies or with UAB intercollegiate Men'sBasketball program, without having first obtained the approval of UAB's President.

7.11 Notices.

Any notice or other communication which may or is required to be given under thisEmployment Agreement shall be in writing and shall be deemed to have been given on theearlier of the day actually received or on the close of business on the fifth business day nextfollowing the day when deposited in the United States Mail, postage prepaid, registered or

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certified, addressed to the party atthe address set forth after its name below or such other addressas may be given by such party in writing to the other:

If to the Employee:

Mr. Jerod Haase

AND

Joey McCutchenNextlevel Sports Marketing & Representation, LLCP.O. Box 1971

Fon Smith, AP.72902

If to UAB:

Ofhce of the PresidentThe University of Alabarnaat Birmingham1530 3'd Avenue South, Suite 481070Birmingham, AL 3 5294-0 1 I 0

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreementor caused this Employment Agreement to be executed the day and year first written above,intending to be legally bound by its provisions, the Employee acknowledging that he hasreviewed this Employment Agreement with his attomey.

The Board of Trustees of The Universityof Alabama for The University of Alabamaat Birmingham

Ray L.

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