curatorsof the university of missouri, apublic corporation...
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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
10394363. 6
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
10394363. 6
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) Contact with media, alumni and civic groups;
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(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.
10394363. 6
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.
10394363. 6
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
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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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 - $200,000.00 2013-$200,000.00
2010 - $200,000.00 2014 - $200,000.00
2011 - $200,000.00 2015 - $200,000.00
2012 - $200,000.00 2016 - $200,000.00
C. 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
Date
8/30/10
12/31/10
8/31/12
8/30/13
6/30/14
8/30/15
8/30/16
6/30/17
Withdrawal
Amount
$150,000'
All amounts in the Annuity Fund on such
date
All amounts in the Annuity Fund on such
date
$150,0001
All amounts in the Annuity Fund on such
date
$150,000'
$150,000'
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
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 2014-$50,000.00
2011 - $50,000.00 2015 - $50,000.00
2012 - $50,000.00 2016 - $50,000.00
2013-$50,000.00
10394363. 6 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 student-
athletes 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;
10394363. 6 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.
Mienael F. Alden
The Curators of the
UniyeJ&ty of Missouri
ferady Deat^/5hancellorUniversitV/Of Missouri-Columbia
Gary D. Ffersee, PresidentUniversitv-Of Missouri
Buford M. (Bo) Fraser, Chair
University of Missouri
Board of Curators
10314363. 6 25