curatorsof the university of missouri, apublic corporation...

25

Upload: doandiep

Post on 04-Apr-2018

212 views

Category:

Documents


0 download

TRANSCRIPT

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;

10394363. 6

(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.

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

10394363. 6

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.

10394363. 6

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,

10394363. 6 ,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

10394363. 6 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 - $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.

10394363 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 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