RESTATED CONTRACT FOR EMPLOYMENT This Restated ... - Sites
RESTATED CONTRACT FOR EMPLOYMENT
This Restated Contract for Employment is entered into between The
Curators of the University of Missouri, a public corporation of the State of Missouri, hereinafter referred to as "University", and Michael F. Alden, hereinafter referred to as "Employee".
It is hereby agreed by and between the parties as follows: 1.
Term. The term of this Restated Contract for Employment shall
commence on July 1, 2009 and end on June 30, 2017.
2.
Duties and Responsibilities.
A.
The Employee is hereby employed by the University. Throughout
the term of this Restated Contract for Employment, he shall use his best full-time energies and abilities for the exclusive benefit of the University. The University shall have full and absolute control of all employment services rendered by the Employee. The Employee shall serve at the direction and in the capacity assigned by the Chancellor of the University of Missouri-Columbia ("Chancellor") or his designee throughout the term of this Restated Contract for Employment.
B.
The Employee agrees to be a loyal employee of the University. He agrees to devote his best efforts full time to the performance of his duties for the University, to give proper time and attention to furthering his responsibilities to the University and to comply with all
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rules, regulations, policies, and decisions established or issued by the University.
C.
As of the beginning of this Restated Contract for Employment, the duties and responsibilities assigned to the Employee as the Director of Intercollegiate Athletics for the University of Missouri-
Columbia as set forth below. This list of specific duties and responsibilities supplements and is not exclusive of the other
general duties and responsibilities that may be assigned by the Chancellor or his designee or as are provided for elsewhere in this Restated Contract for Employment.
D.
During the period in which the University employs the Employee as the Director of Intercollegiate Athletics for the University of
Missouri-Columbia, the Employee agrees to undertake and perform properly, efficiently, to the best of his ability and consistent with the standards of the University, all duties and responsibilities attendant
to the position. The Employee further agrees to abide by and comply with the constitution, bylaws and interpretations of the
National Collegiate Athletic Association ("NCAA") and the Big XII Conference or other conference of which the University is a member (the "Conference") and University rules and regulations relating to the conduct and administration of the Department of Intercollegiate Athletics program, as now constituted or as any of the same may be amended during the term hereof. In the event
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that the Employee becomes aware, or has reasonable cause to believe, that violations of such constitution, bylaws, interpretations, rules or regulations may have taken place, he shall report the same promptly to the Chancellor. The Employee agrees to adhere to, to respect and to follow the academic standards and requirements of the University in regard to the operations of the Department of Intercollegiate Athletics. All academic standards, requirements and policies of the University shall also be observed by the Employee at all times and shall not be compromised or violated at any time. E.
The position of Director of Intercollegiate Athletics is a specialized professional position. By holding this position, the Employee is not eligible for tenure. He is responsible for the operation of the Department of Intercollegiate Athletics in a quality manner. In his position as Director of Intercollegiate Athletics, he is held directly accountable for these general responsibilities relating to the Department of Intercollegiate Athletics. This position has these additional specific responsibilities:
(1)
Supervise departmental staff, including compliance by such staff with University, Conference and NCAA rules and regulations;
(2)
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Contact with media, alumni and civic groups;
(3)
Work to integrate sports into the whole spectrum of academic life to complement the University and its mission in the state;
(4)
Work within the confines of rules, regulations, guidelines and policies of the University athletic department;
(5)
Keep public statements complimentary to the athletic program and to the University;
(6)
Make reasonable efforts, working in cooperation with and support of the University's faculty and administrative officials, to ensure that all student-athletes' academic requirements are met;
(7)
Have complete knowledge of the rules and regulations governing intercollegiate athletic competition and maintain strict compliance therewith by the department to the best of his ability;
(8)
Establish and maintain a frequent and systematic program of personal communication with the University's administration, faculty, staff and student body; and
(9)
Comply fully with any investigation by the University, the Conference or the NCAA.
F.
During the term of this Restated Contract for Employment the Employee shall be responsible for the administration of the intercollegiate athletics program at the University of Missouri-
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Columbia under established University rules, policies and procedures. He shall comply fully with the rules, regulations and established policies and practices of the Department of Intercollegiate Athletics and with other University regulations which pertain to his employment. He shall make all reasonable efforts to insure that he, all employees of the Department of Intercollegiate Athletics and others associated with the program comply fully with
the applicable rules and regulations of the Conference, the NCAA and any other organizations the rules and policies of which apply to the University of Missouri-Columbia Department of Intercollegiate Athletics. Further, he shall make all reasonable efforts to promote and encourage sportsmanship in his coaches, players, and fans in attendance at intercollegiate athletic contests. G.
The University and Employee acknowledge that student athletes should be integrated into the academic environment, that academic
success is paramount, and that graduation is the principal goal for attendance at the University. Employee acknowledges that student athletes are subject to all policies, rules and regulations governing all students of the University and that the University and Employee should make all reasonable efforts to create an environment in
which student athletes respect such rules and regulations. 3.
Control by the University. During the term of this Restated Contract
for Employment, the Employee shall be a full-time employee of the University.
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The Employee will not engage, directly or indirectly, in any business that would detract from his ability to apply his best efforts to the performance of his duties to the University. The Employee shall not accept or agree to accept a salary supplement or any payment from any person or source other than the University
that is not permitted under the rules and regulations of the University, the NCAA and the Conference. The Employee is required to seek annual, prior written approval from the Chancellor for all athletically related income and benefits from
sources outside the University. Activities that are not directly a part of the position of Director of Intercollegiate Athletics are independent of this Restated Contract for Employment and the University shall have no liability for claims arising therefrom, regardless of whether administrative approval was given.
4.
Annual Salary. For the period July 1, 2009 to June 30, 2010, the
University shall pay to the Employee base salary on an annualized basis of Two Hundred Eighty Seven Thousand Three Hundred Seventy-Five Dollars ($287,375.00) ("Annual Salary"). The Annual Salary for the Employee for the following years shall be subject to annual review by the Chancellor with approval by the President of the University of Missouri System in accordance with University policies. Future increases in the Employee's Annual Salary, if any, will be limited to the average increase in salaries for the Columbia campus for the same period. The Employee shall be entitled to participate in all employee benefits for which he is eligible and which are available to full-time employees of
his classification of the University under established University policies.
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5.
Other Employment Benefits. The following employment benefits
will be provided to the Employee while he serves in his capacity as the Director
of Intercollegiate Athletics: A.
A Public Relations Fund will be made available to the Employee in
the amount of Fifteen Thousand Dollars ($15,000.00) annually to be expended in compliance with University policies, rules, and regulations, provided such expenses are related to the University Athletic Department program. The Employee must submit to the
University at least quarterly a detailed accounting of the use of these funds. B.
Membership in the Country Club at Old Hawthorne will be made available to Employee with membership fees to be reimbursed by
the University. The Employee will be responsible for expenditures resulting from this membership that are not associated with University business.
C.
Two courtesy cars provided by car dealers through the Athletic Department will be made available for use by the Employee.
D.
Extra compensation in the amount of Fifteen Thousand Dollars
($15,000.00) will be paid to the Employee if the Men's Basketball Team appears in the NCAA Men's Basketball Tournament. Extra compensation in the amount of Fifteen Thousand Dollars
($15,000.00) will be paid to the Employee if the Men's Basketball Team appears in the "Sweet Sixteen" of the NCAA Men's
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Basketball Tournament. Extra compensation in an amount equivalent to two (2) month's salary will be paid to the Employee if the Men's Basketball Team appears in the "Final Four" of the NCAA Men's Basketball Tournament. Extra compensation in the amount
of Sixty Thousand Dollars ($60,000.00) will be paid to the Employee if the Men's Basketball Team wins the National Championship as part of the NCAA Men's Basketball Tournament.
E.
Extra compensation in the amount of Two Thousand Five Hundred
Dollars ($2,500.00) will be paid to the Employee if the Women's Basketball Team is selected for the NCAA Women's Basketball Tournament. Extra compensation in the amount equivalent to one (1) month's salary will be paid to the Employee if the Women's
Basketball Team makes the Final Four of the NCAA Women's Basketball Tournament.
F.
Extra compensation in an amount equivalent to One (1) month's salary will be paid to the Employee if the Football Team appears in a non BCS bowl game. Extra compensation in an amount
equivalent to Two (2) month's salary will be paid to the Employee if
the Football Team wins a Conference championship game and/or appears in a BCS post season bowl game. Extra compensation in
an amount of Sixty Thousand Dollars ($60,000.00) will be paid to the Employee if the Football Team wins the National Championship for Division 1.
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6.
Incentive and Retention Payments
A.
Academic Achievement and Social Responsibility. The University acknowledges the broad-based responsibilities of the Director of Intercollegiate Athletics in providing leadership which results in not only the athletic success of the University's intercollegiate teams
but also the academic performance and social responsibility of its student athletes and the fiscal integrity of the Intercollegiate Athletics Department. On an annual basis the Chancellor and the
Employee will mutually agree on specific noteworthy goals (e.g., academic progress rates, etc.). The Employee will be eligible for extra compensation in an amount equivalent to up to Two (2) month's Annual Salary in any year in which an agreed upon portion or all these mutually agreed upon goals are met; provided however,
that 50% of this payment will be made to the Employee after the completion of each fiscal year and 50% of this payment will be made to an account after completion of each fiscal year, said account referred to hereinafter as "Incentive and Retention
Account". B.
Financial Performance. The University acknowledges the responsibility of the Director of Intercollegiate Athletics in providing leadership which results in the financial success of the University's Department of Intercollegiate Athletics. On an annual basis the Chancellor and the Employee will mutually agree on specific
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noteworthy goals (e.g., increased gross and net revenues). The Employee will be eligible for a financial performance incentive in an amount equivalent to up to Three (3) month's Annual Salary for achieving an agreed upon portion or all of the agreed upon annual performance goals as agreed upon by the Chancellor and
Employee. Payments under this subparagraph shall be made into the Incentive and Retention Account as hereinafter described.
C.
Retention Incentive. The University acknowledges the value of retaining the Employee's continuous service in the position of Director of Intercollegiate Athletics. Employee will be eligible for a retention incentive for serving continuously as the Director of
Intercollegiate Athletics. The amount of said annual incentive shall be $100,000.00. Payments under this subparagraph shall be made into the Incentive and Retention Account as hereinafter described. D.
Deposits to and Withdrawals from the Incentive and Retention Account. Any amounts achieved under the financial performance
and retention incentives (subparagraphs B and C above), and 50% of the academic performance and social responsibility incentive (subparagraph A above), will be deposited by the University into the Incentive and Retention Account. Employee may withdraw from the account and will vest in it only under the following conditions: (1)
If Employee remains in the position of Director of Intercollegiate Athletics continuously through June 30, 2014,
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all amounts remaining in the Incentive and Retention Account as of June 30, 2014, together with any interest
earned thereon (the "2014 Funds") shall vest, and Employee may withdraw any or all of the 2014 Funds in the Incentive
and Retention Account. Any portion of the 2014 Funds not withdrawn as of such date nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University.
(2)
If Employee remains in the position of Director of Intercollegiate Athletics through June 30, 2017, any and all
amounts deposited in the Incentive and Retention Account from and after July 1, 2014 and through June 30, 2017, together with any interest earned thereon (the "2017 Funds") shall vest, and Employee may withdraw any or all of the 2017 Funds in the Incentive and Retention Account. Any portion of the 2017 Funds not withdrawn as of such date
nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University.
(3)
If, at any time during the term of this Restated Contract for Employment, Employee is terminated without cause, dies or
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becomes permanently disabled, he or his representative will be entitled to any amounts in the Incentive and Retention Account at the time of termination without cause, death or permanent disability, without regard to whether such amounts have vested.
(4)
If Employee terminates this Restated Contract for Employment for any reason other than death or disability or
if he is terminated for cause, he forfeits any right to any amounts in the Incentive and Retention Account, unless
already vested as provided in this paragraph D. (5)
If Employee dies before June 30, 2017, the beneficiaries designated by Employee shall be entitled to receive the moneys then on deposit in the Incentive and Retention
Account, regardless of whether such amounts have vested, to be paid either at the written election of such beneficiaries, in a lump sum, or in equal monthly payments over a five year period commencing on the date of the Employee's death.
(6)
From and after June 30, 2017, the Employee, or his designated beneficiaries (in the event Employee is deceased), shall have the right to instruct the University to transfer ownership of any amounts remaining in the Incentive and Retention Account to the Employee or his
designated beneficiaries (in the event the Employee is
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deceased), less applicable withholdings for federal and state income tax and employment tax withholding. (7)
Any amounts withdrawn from the Incentive and Retention Account shall be subject to applicable withholding for federal and state income tax and employment withholding tax. The University shall file with the Internal Revenue Service and issue to the Employee a Form W-2, Wage and Tax Statement, for the applicable tax years to include the
Employee's wages for federal and state income tax and employment tax purposes the applicable portion of the money accumulated for the benefit of the Employee in the Incentive and Retention Account in which the Employee
vests during such applicable tax year, and shall withhold federal and state income taxes and employment taxes in such amounts by : (1) making withdrawals from moneys in the Incentive and Retention Account, or (2) reducing deposits to the Incentive and Retention Account pursuant to subparagraph A hereof by the amount of withholding.
(8)
The Employee has consulted with his own tax advisors with respect to the matters set forth in this paragraph.
7.
Annuity Fund.
A.
The University established an annuity fund (the "Annuity Fund") pursuant to the Original Contract (defined below), which Annuity
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Fund is owned, maintained and controlled by University. All of the amounts in the Annuity Fund as of the date this Restated Contract
for Employment is executed (the "Existing Funds") shall vest and Employee may withdraw any or all of the Existing Funds from the Annuity Fund. Any portion of the Existing Funds not withdrawn as of such date nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University. B.
As long as the Employee remains in the position of the Director of Intercollegiate Athletics, the University agrees to annually deposit in
the Annuity Fund, on the 1S1 day of September of calendar years 2009 through 2016, the following amounts per year, inclusive.
2009 2010 2011 2012 C.
-
$200,000.00 $200,000.00 $200,000.00 $200,000.00
2013-$200,000.00 2014 - $200,000.00 2015 - $200,000.00 2016 - $200,000.00
If the Employee remains employed by the University in the position of Intercollegiate Athletics as of the dates of withdrawal listed below, the Employee shall be entitled to withdraw monies from the Annuity Fund in the following amounts and on the following dates, less applicable withholdings for federal and state income tax and employment tax withholdings, and the withdrawal amounts shall
vest as of the withdrawal dates:
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Withdrawal
Withdrawal
Date
Amount
8/30/10 12/31/10
All amounts in the Annuity Fund on such
8/31/12
All amounts in the Annuity Fund on such
8/30/13 6/30/14
$150,0001
$150,000' date date
All amounts in the Annuity Fund on such date
8/30/15 8/30/16
$150,000' $150,000'
6/30/17
All amounts in the Annuity Fund on such date
Together with any interest accrued on such amount as of such date.
Any withdrawal amount not withdrawn as of the applicable withdrawal date nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University.
D.
In the event the Employee terminates this Restated Contract for Employment at any time prior to the scheduled withdrawals specified above for any reason other than death or disability, or is dismissed from his position for cause by the University at any time prior to the scheduled withdrawals specified above, neither he nor his beneficiaries shall be entitled to receive any additional amounts on deposit in the Annuity Fund that have not vested at those times,
and all rights of the Employee or his beneficiaries to the Annuity Fund (other than amounts therein that have vested) shall terminate.
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E.
In the event this Restated Contract for Employment is terminated by the University without cause, dies or becomes permanently disabled prior to June 30, 2017, the Employee and/or his representative shall immediately be entitled to all amounts
accumulated in the Annuity Fund as of that date (regardless of whether such amounts have vested), less applicable withholdings for federal and state income tax and employment tax withholding. Any amounts withdrawn by the Employee or his representative pursuant to this paragraph shall be owned by him/representative and the University shall have no further interest in such funds.
F.
If Employee dies before June 30, 2017, the beneficiaries designated by the Director of Intercollegiate Athletics shall be entitled to receive the moneys then on deposit in the Annuity Fund, regardless of whether such amounts have vested, less applicable
withhoidings for federal and state income tax and employment tax withholding, to be paid either, at the written election of such beneficiaries, in a lump sum, or in equal monthly payments over a five year period commencing on the date of the Employee's death.
G.
From and after June 30, 2017, the Employee, or his designated beneficiaries (in the event Employee is deceased), shall have the right to instruct the University to transfer ownership of any amounts remaining in the Annuity Fund to the Employee or his designated
beneficiaries (in the event the Employee is deceased), less
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applicable withhoidings for federal and state income tax and employment tax withholding.
H.
The University shall file with the Internal Revenue Service and issue to the Employee a Form W-2, Wage and Tax Statement, for
the tax years 2009-2016, to include the Employee's wages for federal and state income tax and employment tax purposes the applicable portion of the money accumulated for the benefit of the Employee in the Annuity Fund in which the Employee vests during such applicable tax year, and shall withhold federal and state income taxes and employment taxes in such amounts by : (1) making withdrawals from moneys in the Annuity Fund, or (2) reducing deposits to the Annuity Fund pursuant to subparagraph A hereof by the amount of withholding. I.
The Employee has consulted with his own tax advisors with respect to the matters set forth in this paragraph.
8.
Supplemental Payments.
A.
As long as the Employee remains in the position of the Director of Intercollegiate Athletics, the University agrees to pay the Employee
the folfowing supplemental payments upon June 1 of each year the terms and conditions set forth below:
2010 - $50,000.00 2011 - $50,000.00 2012 - $50,000.00 2013-$50,000.00
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2014-$50,000.00 2015 - $50,000.00 2016 - $50,000.00
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B.
The amount payable under this provision is not paid as part of and
shall not be deemed a part of Annual Salary for any purpose under this Restated Contract for Employment. 9.
Other Employment. So long as more than twelve (12) months
remain in the term of this Restated Contract for Employment or any extension thereof, the Employee agrees that neither he nor any representative or attorney on his behalf will consider, entertain, accept information (other than the identity of any potential employer), actively discuss, actively seek, negotiate for, or accept other full-time employment of any nature during the term of this Restated Contract for Employment without the prior written permission of the Chancellor. It is agreed that the loss of his services to the University, without University
approval and release, prior to the expiration of the term of this Restated Contract for Employment will cause irreparable injury to the University. 10.
Extension/Amendments. This Restated Contract for Employment
may be extended for such period or periods as the parties hereto agree in
writing. This Restated Contract for Employment may be amended at any time by the parties, but no such amendment shall be effective unless made in writing and approved by the President of the University of Missouri System upon recommendation of the Chancellor. 11.
Discipline for Violations of NCAA, Conference and University Rules
and Regulations. If the Employee is found in violation of NCAA regulations, he shall be subject to disciplinary or corrective action as set forth in the provisions of the NCAA enforcement procedures, which may include suspension without pay
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.
or termination of employment for significant or repetitive violations. The University is committed to meeting and exceeding that standard and, therefore, if there are significant or repetitive violations on the part of the Employee of
Conference, NCAA or University rules in his operation of the Department of Intercollegiate Athletics, the University may terminate this Restated Contract for Employment. 12.
Termination for Cause.
A.
The University shall have the right to terminate this Restated Contract for Employment for cause prior to its normal expiration.
The term "cause" shall include, in addition to and as examples of its normally understood meaning in employment contracts, any of the following:
(1)
Failure to adequately perform the duties outlined in Paragraph 2 of this Restated Contract for Employment or
refusal or unwillingness to perform such duties in good faith and to the best of the Employee's abilities; (2)
Violations by the Employee of any of the other terms and conditions of the Restated Contract for Employment;
(3)
Any conduct of the Employee which would constitute a violation of any criminal statute or an offense of moral turpitude, as determined by the University;
(4)
Any behavior of the Employee that brings him into public disrepute, contempt, scandal or ridicule or any behavior that
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is unfavorable to the reputation or moral or ethical standards of the University;
(5)
Any violation of any policy, law, rule, regulation, constitutional provision, bylaw or interpretation of the
University, the NCAA, or the Conference, which violation may, in the sole judgment of the University, which judgment is reasonably exercised, reflect adversely upon the
University or its athletic program, including any violation which results in the University being sanctioned by the NCAA or the Conference, including any violation which occurred during prior employment of the Employee at another NCAA member institution; (6)
Any violation of any policy, law, rule, regulation, constitutional provision, bylaw or interpretation of the University, the NCAA, or the Conference of which the University is a member, by employees of, or studentathletes in, the sports programs, which violation may, in the sole judgment of the University, which judgment is reasonably exercised, reflect adversely upon the University or its athletic program, including any violation which results in the University being sanctioned by the NCAA or the
Conference;
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(7)
Conduct of the Employee which, in the sole judgment of the University, which judgment is reasonably exercised, is seriously prejudicial to the best interests of the University or its athletic program or which violates the University's mission;
(8)
Unjustified prolonged absence from duty without consent of the Employee's reporting superior; or
(9)
Any cause adequate to sustain the termination of any other University employee of similar employment status to the Employee employed by the University.
B.
In the event this Restated Contract for Employment is terminated for cause in accordance with the provisions hereof, all of the University's obligations hereunder that will accrue subsequent to
the date of such termination shall cease. In no case shall the University be liable to the Employee for the loss of any collateral business opportunities or any other benefits, perquisites or income resulting from activities such as, but not limited to, camps, clinics,
media appearances, shoe or apparel contracts, consulting reiationships or from any other source whatever that may ensue as a result of the University's termination of this Restated Contract for Employment.
C.
If the University terminates the Employee, as described in Paragraph 11 or for any reason as set forth in paragraph 12.A., the
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Employee shall be provided with notice of such action and shall be provided an opportunity to articulate, to the Chancellor or his designee, the Employee's perspective on the situation or circumstance on which such action is based prior to the effective
date of any such action. To the extent of and subject to provisions of the University's Grievance Procedure set forth in HR-502, the Employee will have the right to file a grievance objecting to any such termination, including the termination of this Restated
Contract for Employment. In the alternative, the parties may mutually agree to other procedures. Nothing contained in this
paragraph 12.C. shall be construed or interpreted as requiring the exhaustion of the procedures contained in HR-502 prior to the implementation of the University action. 13.
Liquidated Damages.
A.
If the University terminates the employment of the Employee hereunder contrary to the terms hereof, it shall pay the Employee
liquidated damages in an aggregate amount equal to the Employee's most recent Annual Salary for each year or portion thereof (pro rata) remaining under this Restated Contract for Employment, such liquidated damages to be paid in equal monthly installments until the end of the term of this Restated Contract for Employment or in a lump sum as negotiated by the parties; provided, however, that any amounts received by the Employee
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from other employment for services or obtained as a consultant or rendered as an administrator in a collegiate athletics department or professional sports organization before the date this Restated
Contract for Employment would have expired, shall be offset against the amount set forth herein to be paid by the University as liquidated damages. The University shall have no other obligation
to the Employee if it terminates this Restated Contract for Employment contrary to the terms hereof, except the payment of liquidated damages as provided herein and for any payments for which Employee is entitled to receive under paragraphs 5, 6 and 7
of this Restated Contract for Employment. B.
If the Employee terminates this Restated Contract for Employment contrary to the terms hereof at any time other than during the last 6 months of the term of this Restated Contract for Employment, he shall pay the University liquidated damages in an aggregate amount equal to the Employees' most recent Annual Salary for each year or portion thereof (pro rata) remaining under this Restated Contract for Employment, such liquidated damages to be paid in equal monthly installments until the end of the term of this
Restated Contract for Employment, provided, however, that the amount to be paid by the Employee under this provision shall never
be greater than an amount equivalent to two years of Annual Salary of the Employee.
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14.
Limitations of Damages. The University shall not be liable for any
damages or loss of any collateral business opportunities or any other benefits, perquisites, or income from any sources that might ensue as a result of the University's termination of this Restated Contract for Employment without cause.
The parties have bargained for and agreed to the foregoing liquidated damages and limitation of damages provisions.
15.
Law. This Restated Contract for Employment has been entered
into and shall be governed by the laws of the State of Missouri, and is specifically conditioned upon the availability of funds for this purpose.
16.
Entire Understanding. This Restated Contract for Employment sets
forth the entire understanding of the parties and supersedes any and al! prior agreements, arrangements and understandings relating to the subject matter
hereof. Without limiting the foregoing, this Restated Contract for Employment supersedes and replaces that certain Contract for Employment dated July 14,
1999 and amended by seven subsequent amendments (the "Original Contract"). This Restated Contract for Employment shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and assigns.
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IN WITNESS WHEREOF, the parties hereunto have caused this
instrument to be executed this t
1 dav of
t^&^T. 2009.
The Curators of the Mienael F. Alden
UniyeJ&ty of Missouri
ferady Deat^/5hancellor
UniversitV/Of Missouri-Columbia
Gary D. Ffersee, President Universitv-Of Missouri
Buford M. (Bo) Fraser, Chair University of Missouri Board of Curators
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This Restated Contract for Employment is entered into between The
Curators of the University of Missouri, a public corporation of the State of Missouri, hereinafter referred to as "University", and Michael F. Alden, hereinafter referred to as "Employee".
It is hereby agreed by and between the parties as follows: 1.
Term. The term of this Restated Contract for Employment shall
commence on July 1, 2009 and end on June 30, 2017.
2.
Duties and Responsibilities.
A.
The Employee is hereby employed by the University. Throughout
the term of this Restated Contract for Employment, he shall use his best full-time energies and abilities for the exclusive benefit of the University. The University shall have full and absolute control of all employment services rendered by the Employee. The Employee shall serve at the direction and in the capacity assigned by the Chancellor of the University of Missouri-Columbia ("Chancellor") or his designee throughout the term of this Restated Contract for Employment.
B.
The Employee agrees to be a loyal employee of the University. He agrees to devote his best efforts full time to the performance of his duties for the University, to give proper time and attention to furthering his responsibilities to the University and to comply with all
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rules, regulations, policies, and decisions established or issued by the University.
C.
As of the beginning of this Restated Contract for Employment, the duties and responsibilities assigned to the Employee as the Director of Intercollegiate Athletics for the University of Missouri-
Columbia as set forth below. This list of specific duties and responsibilities supplements and is not exclusive of the other
general duties and responsibilities that may be assigned by the Chancellor or his designee or as are provided for elsewhere in this Restated Contract for Employment.
D.
During the period in which the University employs the Employee as the Director of Intercollegiate Athletics for the University of
Missouri-Columbia, the Employee agrees to undertake and perform properly, efficiently, to the best of his ability and consistent with the standards of the University, all duties and responsibilities attendant
to the position. The Employee further agrees to abide by and comply with the constitution, bylaws and interpretations of the
National Collegiate Athletic Association ("NCAA") and the Big XII Conference or other conference of which the University is a member (the "Conference") and University rules and regulations relating to the conduct and administration of the Department of Intercollegiate Athletics program, as now constituted or as any of the same may be amended during the term hereof. In the event
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that the Employee becomes aware, or has reasonable cause to believe, that violations of such constitution, bylaws, interpretations, rules or regulations may have taken place, he shall report the same promptly to the Chancellor. The Employee agrees to adhere to, to respect and to follow the academic standards and requirements of the University in regard to the operations of the Department of Intercollegiate Athletics. All academic standards, requirements and policies of the University shall also be observed by the Employee at all times and shall not be compromised or violated at any time. E.
The position of Director of Intercollegiate Athletics is a specialized professional position. By holding this position, the Employee is not eligible for tenure. He is responsible for the operation of the Department of Intercollegiate Athletics in a quality manner. In his position as Director of Intercollegiate Athletics, he is held directly accountable for these general responsibilities relating to the Department of Intercollegiate Athletics. This position has these additional specific responsibilities:
(1)
Supervise departmental staff, including compliance by such staff with University, Conference and NCAA rules and regulations;
(2)
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Contact with media, alumni and civic groups;
(3)
Work to integrate sports into the whole spectrum of academic life to complement the University and its mission in the state;
(4)
Work within the confines of rules, regulations, guidelines and policies of the University athletic department;
(5)
Keep public statements complimentary to the athletic program and to the University;
(6)
Make reasonable efforts, working in cooperation with and support of the University's faculty and administrative officials, to ensure that all student-athletes' academic requirements are met;
(7)
Have complete knowledge of the rules and regulations governing intercollegiate athletic competition and maintain strict compliance therewith by the department to the best of his ability;
(8)
Establish and maintain a frequent and systematic program of personal communication with the University's administration, faculty, staff and student body; and
(9)
Comply fully with any investigation by the University, the Conference or the NCAA.
F.
During the term of this Restated Contract for Employment the Employee shall be responsible for the administration of the intercollegiate athletics program at the University of Missouri-
10394353. 6
Columbia under established University rules, policies and procedures. He shall comply fully with the rules, regulations and established policies and practices of the Department of Intercollegiate Athletics and with other University regulations which pertain to his employment. He shall make all reasonable efforts to insure that he, all employees of the Department of Intercollegiate Athletics and others associated with the program comply fully with
the applicable rules and regulations of the Conference, the NCAA and any other organizations the rules and policies of which apply to the University of Missouri-Columbia Department of Intercollegiate Athletics. Further, he shall make all reasonable efforts to promote and encourage sportsmanship in his coaches, players, and fans in attendance at intercollegiate athletic contests. G.
The University and Employee acknowledge that student athletes should be integrated into the academic environment, that academic
success is paramount, and that graduation is the principal goal for attendance at the University. Employee acknowledges that student athletes are subject to all policies, rules and regulations governing all students of the University and that the University and Employee should make all reasonable efforts to create an environment in
which student athletes respect such rules and regulations. 3.
Control by the University. During the term of this Restated Contract
for Employment, the Employee shall be a full-time employee of the University.
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The Employee will not engage, directly or indirectly, in any business that would detract from his ability to apply his best efforts to the performance of his duties to the University. The Employee shall not accept or agree to accept a salary supplement or any payment from any person or source other than the University
that is not permitted under the rules and regulations of the University, the NCAA and the Conference. The Employee is required to seek annual, prior written approval from the Chancellor for all athletically related income and benefits from
sources outside the University. Activities that are not directly a part of the position of Director of Intercollegiate Athletics are independent of this Restated Contract for Employment and the University shall have no liability for claims arising therefrom, regardless of whether administrative approval was given.
4.
Annual Salary. For the period July 1, 2009 to June 30, 2010, the
University shall pay to the Employee base salary on an annualized basis of Two Hundred Eighty Seven Thousand Three Hundred Seventy-Five Dollars ($287,375.00) ("Annual Salary"). The Annual Salary for the Employee for the following years shall be subject to annual review by the Chancellor with approval by the President of the University of Missouri System in accordance with University policies. Future increases in the Employee's Annual Salary, if any, will be limited to the average increase in salaries for the Columbia campus for the same period. The Employee shall be entitled to participate in all employee benefits for which he is eligible and which are available to full-time employees of
his classification of the University under established University policies.
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5.
Other Employment Benefits. The following employment benefits
will be provided to the Employee while he serves in his capacity as the Director
of Intercollegiate Athletics: A.
A Public Relations Fund will be made available to the Employee in
the amount of Fifteen Thousand Dollars ($15,000.00) annually to be expended in compliance with University policies, rules, and regulations, provided such expenses are related to the University Athletic Department program. The Employee must submit to the
University at least quarterly a detailed accounting of the use of these funds. B.
Membership in the Country Club at Old Hawthorne will be made available to Employee with membership fees to be reimbursed by
the University. The Employee will be responsible for expenditures resulting from this membership that are not associated with University business.
C.
Two courtesy cars provided by car dealers through the Athletic Department will be made available for use by the Employee.
D.
Extra compensation in the amount of Fifteen Thousand Dollars
($15,000.00) will be paid to the Employee if the Men's Basketball Team appears in the NCAA Men's Basketball Tournament. Extra compensation in the amount of Fifteen Thousand Dollars
($15,000.00) will be paid to the Employee if the Men's Basketball Team appears in the "Sweet Sixteen" of the NCAA Men's
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Basketball Tournament. Extra compensation in an amount equivalent to two (2) month's salary will be paid to the Employee if the Men's Basketball Team appears in the "Final Four" of the NCAA Men's Basketball Tournament. Extra compensation in the amount
of Sixty Thousand Dollars ($60,000.00) will be paid to the Employee if the Men's Basketball Team wins the National Championship as part of the NCAA Men's Basketball Tournament.
E.
Extra compensation in the amount of Two Thousand Five Hundred
Dollars ($2,500.00) will be paid to the Employee if the Women's Basketball Team is selected for the NCAA Women's Basketball Tournament. Extra compensation in the amount equivalent to one (1) month's salary will be paid to the Employee if the Women's
Basketball Team makes the Final Four of the NCAA Women's Basketball Tournament.
F.
Extra compensation in an amount equivalent to One (1) month's salary will be paid to the Employee if the Football Team appears in a non BCS bowl game. Extra compensation in an amount
equivalent to Two (2) month's salary will be paid to the Employee if
the Football Team wins a Conference championship game and/or appears in a BCS post season bowl game. Extra compensation in
an amount of Sixty Thousand Dollars ($60,000.00) will be paid to the Employee if the Football Team wins the National Championship for Division 1.
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6.
Incentive and Retention Payments
A.
Academic Achievement and Social Responsibility. The University acknowledges the broad-based responsibilities of the Director of Intercollegiate Athletics in providing leadership which results in not only the athletic success of the University's intercollegiate teams
but also the academic performance and social responsibility of its student athletes and the fiscal integrity of the Intercollegiate Athletics Department. On an annual basis the Chancellor and the
Employee will mutually agree on specific noteworthy goals (e.g., academic progress rates, etc.). The Employee will be eligible for extra compensation in an amount equivalent to up to Two (2) month's Annual Salary in any year in which an agreed upon portion or all these mutually agreed upon goals are met; provided however,
that 50% of this payment will be made to the Employee after the completion of each fiscal year and 50% of this payment will be made to an account after completion of each fiscal year, said account referred to hereinafter as "Incentive and Retention
Account". B.
Financial Performance. The University acknowledges the responsibility of the Director of Intercollegiate Athletics in providing leadership which results in the financial success of the University's Department of Intercollegiate Athletics. On an annual basis the Chancellor and the Employee will mutually agree on specific
10394363. 6
noteworthy goals (e.g., increased gross and net revenues). The Employee will be eligible for a financial performance incentive in an amount equivalent to up to Three (3) month's Annual Salary for achieving an agreed upon portion or all of the agreed upon annual performance goals as agreed upon by the Chancellor and
Employee. Payments under this subparagraph shall be made into the Incentive and Retention Account as hereinafter described.
C.
Retention Incentive. The University acknowledges the value of retaining the Employee's continuous service in the position of Director of Intercollegiate Athletics. Employee will be eligible for a retention incentive for serving continuously as the Director of
Intercollegiate Athletics. The amount of said annual incentive shall be $100,000.00. Payments under this subparagraph shall be made into the Incentive and Retention Account as hereinafter described. D.
Deposits to and Withdrawals from the Incentive and Retention Account. Any amounts achieved under the financial performance
and retention incentives (subparagraphs B and C above), and 50% of the academic performance and social responsibility incentive (subparagraph A above), will be deposited by the University into the Incentive and Retention Account. Employee may withdraw from the account and will vest in it only under the following conditions: (1)
If Employee remains in the position of Director of Intercollegiate Athletics continuously through June 30, 2014,
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,10
all amounts remaining in the Incentive and Retention Account as of June 30, 2014, together with any interest
earned thereon (the "2014 Funds") shall vest, and Employee may withdraw any or all of the 2014 Funds in the Incentive
and Retention Account. Any portion of the 2014 Funds not withdrawn as of such date nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University.
(2)
If Employee remains in the position of Director of Intercollegiate Athletics through June 30, 2017, any and all
amounts deposited in the Incentive and Retention Account from and after July 1, 2014 and through June 30, 2017, together with any interest earned thereon (the "2017 Funds") shall vest, and Employee may withdraw any or all of the 2017 Funds in the Incentive and Retention Account. Any portion of the 2017 Funds not withdrawn as of such date
nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University.
(3)
If, at any time during the term of this Restated Contract for Employment, Employee is terminated without cause, dies or
103943t>3. 6
11
becomes permanently disabled, he or his representative will be entitled to any amounts in the Incentive and Retention Account at the time of termination without cause, death or permanent disability, without regard to whether such amounts have vested.
(4)
If Employee terminates this Restated Contract for Employment for any reason other than death or disability or
if he is terminated for cause, he forfeits any right to any amounts in the Incentive and Retention Account, unless
already vested as provided in this paragraph D. (5)
If Employee dies before June 30, 2017, the beneficiaries designated by Employee shall be entitled to receive the moneys then on deposit in the Incentive and Retention
Account, regardless of whether such amounts have vested, to be paid either at the written election of such beneficiaries, in a lump sum, or in equal monthly payments over a five year period commencing on the date of the Employee's death.
(6)
From and after June 30, 2017, the Employee, or his designated beneficiaries (in the event Employee is deceased), shall have the right to instruct the University to transfer ownership of any amounts remaining in the Incentive and Retention Account to the Employee or his
designated beneficiaries (in the event the Employee is
10394363. 6
12
deceased), less applicable withholdings for federal and state income tax and employment tax withholding. (7)
Any amounts withdrawn from the Incentive and Retention Account shall be subject to applicable withholding for federal and state income tax and employment withholding tax. The University shall file with the Internal Revenue Service and issue to the Employee a Form W-2, Wage and Tax Statement, for the applicable tax years to include the
Employee's wages for federal and state income tax and employment tax purposes the applicable portion of the money accumulated for the benefit of the Employee in the Incentive and Retention Account in which the Employee
vests during such applicable tax year, and shall withhold federal and state income taxes and employment taxes in such amounts by : (1) making withdrawals from moneys in the Incentive and Retention Account, or (2) reducing deposits to the Incentive and Retention Account pursuant to subparagraph A hereof by the amount of withholding.
(8)
The Employee has consulted with his own tax advisors with respect to the matters set forth in this paragraph.
7.
Annuity Fund.
A.
The University established an annuity fund (the "Annuity Fund") pursuant to the Original Contract (defined below), which Annuity
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13
Fund is owned, maintained and controlled by University. All of the amounts in the Annuity Fund as of the date this Restated Contract
for Employment is executed (the "Existing Funds") shall vest and Employee may withdraw any or all of the Existing Funds from the Annuity Fund. Any portion of the Existing Funds not withdrawn as of such date nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University. B.
As long as the Employee remains in the position of the Director of Intercollegiate Athletics, the University agrees to annually deposit in
the Annuity Fund, on the 1S1 day of September of calendar years 2009 through 2016, the following amounts per year, inclusive.
2009 2010 2011 2012 C.
-
$200,000.00 $200,000.00 $200,000.00 $200,000.00
2013-$200,000.00 2014 - $200,000.00 2015 - $200,000.00 2016 - $200,000.00
If the Employee remains employed by the University in the position of Intercollegiate Athletics as of the dates of withdrawal listed below, the Employee shall be entitled to withdraw monies from the Annuity Fund in the following amounts and on the following dates, less applicable withholdings for federal and state income tax and employment tax withholdings, and the withdrawal amounts shall
vest as of the withdrawal dates:
I0394363. 6
14
Withdrawal
Withdrawal
Date
Amount
8/30/10 12/31/10
All amounts in the Annuity Fund on such
8/31/12
All amounts in the Annuity Fund on such
8/30/13 6/30/14
$150,0001
$150,000' date date
All amounts in the Annuity Fund on such date
8/30/15 8/30/16
$150,000' $150,000'
6/30/17
All amounts in the Annuity Fund on such date
Together with any interest accrued on such amount as of such date.
Any withdrawal amount not withdrawn as of the applicable withdrawal date nevertheless may be withdrawn at any time thereafter regardless of whether the Employee remains in the position of Director of Intercollegiate Athletics or otherwise employed by the University.
D.
In the event the Employee terminates this Restated Contract for Employment at any time prior to the scheduled withdrawals specified above for any reason other than death or disability, or is dismissed from his position for cause by the University at any time prior to the scheduled withdrawals specified above, neither he nor his beneficiaries shall be entitled to receive any additional amounts on deposit in the Annuity Fund that have not vested at those times,
and all rights of the Employee or his beneficiaries to the Annuity Fund (other than amounts therein that have vested) shall terminate.
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6
15
E.
In the event this Restated Contract for Employment is terminated by the University without cause, dies or becomes permanently disabled prior to June 30, 2017, the Employee and/or his representative shall immediately be entitled to all amounts
accumulated in the Annuity Fund as of that date (regardless of whether such amounts have vested), less applicable withholdings for federal and state income tax and employment tax withholding. Any amounts withdrawn by the Employee or his representative pursuant to this paragraph shall be owned by him/representative and the University shall have no further interest in such funds.
F.
If Employee dies before June 30, 2017, the beneficiaries designated by the Director of Intercollegiate Athletics shall be entitled to receive the moneys then on deposit in the Annuity Fund, regardless of whether such amounts have vested, less applicable
withhoidings for federal and state income tax and employment tax withholding, to be paid either, at the written election of such beneficiaries, in a lump sum, or in equal monthly payments over a five year period commencing on the date of the Employee's death.
G.
From and after June 30, 2017, the Employee, or his designated beneficiaries (in the event Employee is deceased), shall have the right to instruct the University to transfer ownership of any amounts remaining in the Annuity Fund to the Employee or his designated
beneficiaries (in the event the Employee is deceased), less
10394363.6
16
applicable withhoidings for federal and state income tax and employment tax withholding.
H.
The University shall file with the Internal Revenue Service and issue to the Employee a Form W-2, Wage and Tax Statement, for
the tax years 2009-2016, to include the Employee's wages for federal and state income tax and employment tax purposes the applicable portion of the money accumulated for the benefit of the Employee in the Annuity Fund in which the Employee vests during such applicable tax year, and shall withhold federal and state income taxes and employment taxes in such amounts by : (1) making withdrawals from moneys in the Annuity Fund, or (2) reducing deposits to the Annuity Fund pursuant to subparagraph A hereof by the amount of withholding. I.
The Employee has consulted with his own tax advisors with respect to the matters set forth in this paragraph.
8.
Supplemental Payments.
A.
As long as the Employee remains in the position of the Director of Intercollegiate Athletics, the University agrees to pay the Employee
the folfowing supplemental payments upon June 1 of each year the terms and conditions set forth below:
2010 - $50,000.00 2011 - $50,000.00 2012 - $50,000.00 2013-$50,000.00
10394363. 6
2014-$50,000.00 2015 - $50,000.00 2016 - $50,000.00
17
B.
The amount payable under this provision is not paid as part of and
shall not be deemed a part of Annual Salary for any purpose under this Restated Contract for Employment. 9.
Other Employment. So long as more than twelve (12) months
remain in the term of this Restated Contract for Employment or any extension thereof, the Employee agrees that neither he nor any representative or attorney on his behalf will consider, entertain, accept information (other than the identity of any potential employer), actively discuss, actively seek, negotiate for, or accept other full-time employment of any nature during the term of this Restated Contract for Employment without the prior written permission of the Chancellor. It is agreed that the loss of his services to the University, without University
approval and release, prior to the expiration of the term of this Restated Contract for Employment will cause irreparable injury to the University. 10.
Extension/Amendments. This Restated Contract for Employment
may be extended for such period or periods as the parties hereto agree in
writing. This Restated Contract for Employment may be amended at any time by the parties, but no such amendment shall be effective unless made in writing and approved by the President of the University of Missouri System upon recommendation of the Chancellor. 11.
Discipline for Violations of NCAA, Conference and University Rules
and Regulations. If the Employee is found in violation of NCAA regulations, he shall be subject to disciplinary or corrective action as set forth in the provisions of the NCAA enforcement procedures, which may include suspension without pay
10394363-6
18
.
or termination of employment for significant or repetitive violations. The University is committed to meeting and exceeding that standard and, therefore, if there are significant or repetitive violations on the part of the Employee of
Conference, NCAA or University rules in his operation of the Department of Intercollegiate Athletics, the University may terminate this Restated Contract for Employment. 12.
Termination for Cause.
A.
The University shall have the right to terminate this Restated Contract for Employment for cause prior to its normal expiration.
The term "cause" shall include, in addition to and as examples of its normally understood meaning in employment contracts, any of the following:
(1)
Failure to adequately perform the duties outlined in Paragraph 2 of this Restated Contract for Employment or
refusal or unwillingness to perform such duties in good faith and to the best of the Employee's abilities; (2)
Violations by the Employee of any of the other terms and conditions of the Restated Contract for Employment;
(3)
Any conduct of the Employee which would constitute a violation of any criminal statute or an offense of moral turpitude, as determined by the University;
(4)
Any behavior of the Employee that brings him into public disrepute, contempt, scandal or ridicule or any behavior that
10394363.6
19
is unfavorable to the reputation or moral or ethical standards of the University;
(5)
Any violation of any policy, law, rule, regulation, constitutional provision, bylaw or interpretation of the
University, the NCAA, or the Conference, which violation may, in the sole judgment of the University, which judgment is reasonably exercised, reflect adversely upon the
University or its athletic program, including any violation which results in the University being sanctioned by the NCAA or the Conference, including any violation which occurred during prior employment of the Employee at another NCAA member institution; (6)
Any violation of any policy, law, rule, regulation, constitutional provision, bylaw or interpretation of the University, the NCAA, or the Conference of which the University is a member, by employees of, or studentathletes in, the sports programs, which violation may, in the sole judgment of the University, which judgment is reasonably exercised, reflect adversely upon the University or its athletic program, including any violation which results in the University being sanctioned by the NCAA or the
Conference;
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20
(7)
Conduct of the Employee which, in the sole judgment of the University, which judgment is reasonably exercised, is seriously prejudicial to the best interests of the University or its athletic program or which violates the University's mission;
(8)
Unjustified prolonged absence from duty without consent of the Employee's reporting superior; or
(9)
Any cause adequate to sustain the termination of any other University employee of similar employment status to the Employee employed by the University.
B.
In the event this Restated Contract for Employment is terminated for cause in accordance with the provisions hereof, all of the University's obligations hereunder that will accrue subsequent to
the date of such termination shall cease. In no case shall the University be liable to the Employee for the loss of any collateral business opportunities or any other benefits, perquisites or income resulting from activities such as, but not limited to, camps, clinics,
media appearances, shoe or apparel contracts, consulting reiationships or from any other source whatever that may ensue as a result of the University's termination of this Restated Contract for Employment.
C.
If the University terminates the Employee, as described in Paragraph 11 or for any reason as set forth in paragraph 12.A., the
10394363. 6
21
Employee shall be provided with notice of such action and shall be provided an opportunity to articulate, to the Chancellor or his designee, the Employee's perspective on the situation or circumstance on which such action is based prior to the effective
date of any such action. To the extent of and subject to provisions of the University's Grievance Procedure set forth in HR-502, the Employee will have the right to file a grievance objecting to any such termination, including the termination of this Restated
Contract for Employment. In the alternative, the parties may mutually agree to other procedures. Nothing contained in this
paragraph 12.C. shall be construed or interpreted as requiring the exhaustion of the procedures contained in HR-502 prior to the implementation of the University action. 13.
Liquidated Damages.
A.
If the University terminates the employment of the Employee hereunder contrary to the terms hereof, it shall pay the Employee
liquidated damages in an aggregate amount equal to the Employee's most recent Annual Salary for each year or portion thereof (pro rata) remaining under this Restated Contract for Employment, such liquidated damages to be paid in equal monthly installments until the end of the term of this Restated Contract for Employment or in a lump sum as negotiated by the parties; provided, however, that any amounts received by the Employee
10394363. 6
22
from other employment for services or obtained as a consultant or rendered as an administrator in a collegiate athletics department or professional sports organization before the date this Restated
Contract for Employment would have expired, shall be offset against the amount set forth herein to be paid by the University as liquidated damages. The University shall have no other obligation
to the Employee if it terminates this Restated Contract for Employment contrary to the terms hereof, except the payment of liquidated damages as provided herein and for any payments for which Employee is entitled to receive under paragraphs 5, 6 and 7
of this Restated Contract for Employment. B.
If the Employee terminates this Restated Contract for Employment contrary to the terms hereof at any time other than during the last 6 months of the term of this Restated Contract for Employment, he shall pay the University liquidated damages in an aggregate amount equal to the Employees' most recent Annual Salary for each year or portion thereof (pro rata) remaining under this Restated Contract for Employment, such liquidated damages to be paid in equal monthly installments until the end of the term of this
Restated Contract for Employment, provided, however, that the amount to be paid by the Employee under this provision shall never
be greater than an amount equivalent to two years of Annual Salary of the Employee.
10394363. 6
14.
Limitations of Damages. The University shall not be liable for any
damages or loss of any collateral business opportunities or any other benefits, perquisites, or income from any sources that might ensue as a result of the University's termination of this Restated Contract for Employment without cause.
The parties have bargained for and agreed to the foregoing liquidated damages and limitation of damages provisions.
15.
Law. This Restated Contract for Employment has been entered
into and shall be governed by the laws of the State of Missouri, and is specifically conditioned upon the availability of funds for this purpose.
16.
Entire Understanding. This Restated Contract for Employment sets
forth the entire understanding of the parties and supersedes any and al! prior agreements, arrangements and understandings relating to the subject matter
hereof. Without limiting the foregoing, this Restated Contract for Employment supersedes and replaces that certain Contract for Employment dated July 14,
1999 and amended by seven subsequent amendments (the "Original Contract"). This Restated Contract for Employment shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and assigns.
10394363- 6
24
IN WITNESS WHEREOF, the parties hereunto have caused this
instrument to be executed this t
1 dav of
t^&^T. 2009.
The Curators of the Mienael F. Alden
UniyeJ&ty of Missouri
ferady Deat^/5hancellor
UniversitV/Of Missouri-Columbia
Gary D. Ffersee, President Universitv-Of Missouri
Buford M. (Bo) Fraser, Chair University of Missouri Board of Curators
10314363. 6
25
