March 22, 2016 JOHNNY E. DAWKINS, JR. RE: Memorandum of Understanding Offer Head Men's Basketball Coach University Of Central Florida Dear Coach Dawkins: Itis with great pleasure that I offer you the position of Head Men’s Basketball Coach of the University Of Central Florida (“UCF or University”), effective on the date you sign below. This Memorandum of Understanding, which presents the material terms of our offer, will be expanded and incorporated into a formal employment contract between you and UCF Athletics Association, Inc. (“UCFAA"). Your acceptance of this offer will constitute a binding agreement between you and UCFAA. The ‘employment contract will be for a period of six years ‘Your compensation will include the following: Guaranteed annual base compensation of $500,000. Guaranteed annual compensation of $600,000 for duties to include radio/television appearances, speaking engagements, equipment and apparel endorsements, payable in quarterly installments. Incentive compensation of up to $250,000 (cumulative) for achieving academic and athletic performance goals as determined by the Vice President and Director of Athletics and the Head Men's Basketball Coach. Full standard benefits on the same terms as provided by UCFAA to all professional employees, with contributions and benefit amount based upon the base salary where relevant. Reimbursement for your household moving expenses in accordance with UCFAA or University policy. University will reimburse you for the cost of temporary housing in the University area for up to three (3) months, while you and your family are transitioning from your present residence. University will pay the costs of all reasonable travel expenses incurred by you and your wife to visit the University area to search for housing for up to three (3) round trips. Away game tickets and travel for your wife to all away games will be provided by the University. In addition, you shall be provided a reasonable number of complimentary tickets for each men’s basketball game, whether home or away. You shall also be provided access to the suite-level seats for each home football game, -Ervor! Unknown document property ame,© Use of one new, fully-equipped full-size vehicle as provided by UCFAA or comparable automobile allowance. © Club membership, * Salary poo! for three full-time assistant coaches of $550,000. In addition, a salary pool of $150,000 will be provided for a Director of Basketball Operations, Video Coordinator and Graduate Assistant. From a separate athletic department budget, a men’s basketball Strength & Conditioning Coach will be hired along with a Head Coach Bxecutive Assistant in full-time capacities at compensation levels commensurate with the programs in the University’s conference. Among other terms, your employment contract shall include the following: * You shall be prohibited from receiving any benefits or compensation other than as described above from any other source without prior written agreement, which shall not be unreasonably withheld. * Ifyou terminate the contract, or if the contract is terminated for cause, the University or UCPAA shall not be liable for any payments or benefits after the date of termination (other than compensation and benefits that have been earned as of the date of termination). + Provision for termination for cause, the terms of which to be negotiated, ‘* A provision that you will agree not to seek or apply for other collegiate/professional basketball coaching positions without prior notice. If you accept another collegiate or professional basketball coaching position during the term, you are responsible to pay UCFAA a buyout of 50% of the guaranteed annual compensation for each year remaining on the term of the contract to be paid over the remaining term, * A termination without cause provision that will require UCFAA to pay you 75% of the guaranteed annual compensation for the remainder of the contract, You will be obligated to use good faith efforts to find alternative employment following such termination and all compensation received by you during the remainder of the term will be offset against any payments due by UCFAA. UCFAA will also continue to pay premiums for your health insurance at aetive employee rates as allowed by federal law (COBRA) of until you are provided health insurance by your new employer. * Ifyou are found by UCFAA or the University to have violated NCAA rules and/or regulations, whether while employed by UCFAA or during prior employment at another NCAA member institution, or to have failed to report a violation that you know about, or to have failed to take reasonable steps to prevent or stop a violation that you know about, you shall be subject to disciplinary or corrective action as set forth in the NCAA enforcement procedure, ineluding, in certain circumstances, termination of employment for cause. © The University encourages you to operate a basketball camp at the University with use of University facilities at a charge of no more than the lowest rate the University has charged any other University employee for such facility use. You will be permitted to operate the camp for up to [four (4)] weeks, You will be entitled to all net proceeds from the camp. Error! Unknown document property aie,* University will engage in reasonable discussions with you regarding the budget of the men’s basketball program with the understanding that the budget will be competitive with the programs in the University’s conference; provided, that no less than $250,000 will be made available for the men’s basketball program to utilize for payments with respect to “buy” games and chartered flights. In addition, you and the University will engage in good faith negotiations regarding the potential for the men’s basketball team to play in games whereby the University will receive payment for participation, «If the University’s men’s basketball team changes athletic conferences, the parties will negotiate in good faith regarding an increase in the guaranteed annual compensation for you ‘commensurate with the programs in the new conference. * [A provision that protects you in the event that the current Director of Athletics, Danny White, leaves his position at the University.] ‘These terms and provisions along with other provisions that are customary for contracts of this nature will be more fully explained and clarified in the full employment agreement; both parties shall use best efforts to execute an employment contract within 60 calendar days of your start date. This Memorandum of Understanding will serve as the contract until a formal contract is signed, Itis with great anticipation and enthusiasm that I offer you the position of Men’s Basketball Head Coach at the University of Central Florida. Assuming that you are amenable, please indicate your acceptance by signing below. I have every confidence that you will lead our men’s basketball program with integrity and pride, and I look forward to welcoming you as a member of the Knights family. Best regards, UCF Athletics Association, Inc. ‘Terms of the Memorandum of Understanding are accepted, DAWKINS, JR. Error! Unknown document property name,