MEMORANDUM OF UNDERSTANDING ‘This Memorandum of Understanding (“MOU”) sets forth the terms of employment that have been tentatively agreed upon by the University of Cincinnati (“University”) through its Department of Athletics and John Branhen (“Coach”). ‘The parties acknowledge and understand that the terms contained herein are to be incorporated into a definitive employment agreement (“Employment Agreement”) together with the necessary terms agreed upon by the parties, and that these terms shall not be final and binding until the Employment Agreement is approved by the Board of Trustees of the University, and signed by Coach and an authorized contracting officer of the University. 1. EMPLOYMENT ‘The University will employ Coach as the Head Basketball Coach. In such capacity, Coach shall be under the supervision of the Director of Athletics (the “Director”). Coach shall perform such duties as may be assigned in connection with the supervision and administration of the Men’s Basketball Program, including such duties as would be typical of a Division I National Collegiate Athletic Association Head Men’s Basketball Coach, and do so in compliance with applicable NCAA and University rules, regulations, and policies. 2. TERM ‘The Employment Agreement will include an effective date of April 14, 2019 and a termination date of March 31, 2025. 3. COMPENSATION L Effective Date ‘Total Compensation April 14, 2019 $1,500,000 (Prorated) ~~ April 1, 2020 $1,500,000 April 1, 2021 31,500,000 April 1, 2022 ‘$1,500,000 April 1, 2023 $1,500,000 April 1, 2024 $1,500,000 ‘The Employment Agreement will include a base salary of $250,000 and additional compensation payments, including retirement contributions, payable in equal monthly installments.Other Compensation and Benefits: ‘The Employment Agreement will include the following additional compensation and benefits, subject to applicable payroll and tax deductions and withholdings required by state, federal and local law or regulation: * Coach will be entitled to receive the same fringe benefits and be eligible to participate in other programs on the same basis that applies to the University's non- academic unclassified administrative personnel in the same classification. © Coach and all assistant coaches and support staff will receive moving expenses if necessary per University and Department policies. * Coach will be provided the use of an automobile for business use pursuant and subject to the University’s Courtesy Vehicle Program Policy which shall be included as compensation to Coach and be subject to normal governmental tax withholding © Coach will be provided an annual golf club membership for business use to be Jointly selected by Coach and University, for which the University will pay regular dues, initiation fees, and assessments, * University will provide Coach with an annual Business Entertainment Allowance budget of $10,000, the expenditure and reporting of which shall be subject to University policies and rules. * Coach will be authorized to operate a summer basketball youth camp on campus for up to 4 weeks per year utilizing University athletic facilities in accordance with University and Department Camp Policies. Coach may retain all income from such camp. * A bonus of one month’s salary (less applicable taxes and withholdings) will be paid to specified employees on Coach’s staff in each season the Men's Basketball Program participates in the NCAA Tournament or wins the American Athletic Conference regular season championship. A bonus of two month's salary (less applicable taxes and withholdings) will be paid to specified employees if the program appears in the NCAA Sweet 16. ‘* Coach will receive eight (8) complimentary season tickets for basketball home games and four (4) complimentary season tickets for the University's football team's home games, together with one parking pass for each basketball and football home game, * Coach will receive 8 complimentary “all session” tickets to the American Athletic Conference Toumament, or any other conference toumament for any other athletic conference of which the University may subsequently become a member (with the option to purchase an additional 8 tickets) and 8 tickets to any NCAA Tournament game in which the University plays (and the option to purchase an additional 2allotment of tickets after the University has covered its ticket requests from key boosters/administration’partners).. Coach Performance Bonus: The Employment Agreement will provide for performance bonuses for team performance and academic-related achievements. Coach will be entitled to such bonus provided that the Men's Basketball Program or Coach meets certain achievement goals, as set forth below, and Coach is actively employed as the Head Basketball Coach on the date the goal is met. ‘Team Performance: NCAA Tourament Appearance ‘$50,000 Non-Cumulative NCAA Sweet 16 Appearance $150,000 Non-Cumulative NCAA Elite Eight Appearance $250,000 Non-Cumulative ‘NCAA Final Four Appearance $500,000 ‘Non-Cumulative Win National Championship $400,000 Non-Cumulative 21 Regular Season Wins $10,000 Non-Cumulative 23 Regular Season Wins $20,000 Non-Cumulative 25 Regular Season Wins $30,000 Non-Cumulative AAC Regular Season Championship $50,000 (shared or outright) ‘AAC Tournament Championship 350,000 Conference Coach of the Year $23,000 Award ‘National Coach of the Vear Award® 350,000 *As defined by: - ‘The Associated Press or; - US Basketball Writers Association or; - The National Association of Basketball Coaches or; - Naismith Academic Performance: Single Year APR> 985 ‘$25,000