Kellen Sampson Contract (6.8.23)

Kellen Sampson, Amended and Restated Assistant Coach Contract Page 1 ASSISTANT COACH AMENDED AND RESTATED EMPLOYMENT CONTRACT BETWEEN KELLEN SAMPSON AND UNIVERSITY OF HOUSTON DEPARTMENT OF INTERCOLLEGIATE ATHLETICS THIS AGREEMENT (hereinafter referred to as “this Agreement” or “the Agreement”) is made between the University of Houston (“UH” or the “University”) and Kellen Sampson (“Coach”) in order to extend the employment of the named individual to serve as Assistant Coach of UH’s Men’s Basketball Team (the “Team”). Coach’s functional title is “Head Coach in Waiting” for the UH Men’s Basketball Program. UH and Coach will be hereinafter referred to collectively in this Agreement as the “Parties” to the Agreement. The Parties agree to be bound by what is stated in this Agreement. AGREEMENT UH and Coach agree as follows: 1.0 General Agreement of UH and Coach 1.1 Current Employment of Coach. UH employs Coach as Assistant Coach of the Team, and Coach accepts employment as outlined in this Agreement. Coach understands and agrees that this Agreement contains all the terms, conditions, and understandings of the Parties regarding Coach’s employment by UH; 1.2 Reporting to Director of Athletics. Coach shall work under the immediate supervision of and report to the UH Director of Athletics (“AD” or “Director”) and/or his or her designee and shall be employed at the discretion of the AD; and 1.3 Performance of Duties. Coach shall perform the duties set forth in this Agreement, as well as in the job description on the UH website, without limitation and to the satisfaction of the AD. 1.4 Future Employment of Coach. If after June 1, 2025, Coach has not left the employment of the University for reasons within Coach’s control, and for any reason is not the Head Coach of the Team within fourteen (14) calendar days after Kelvin Sampson ceases to be Head Coach of the Team then the University shall pay Coach two million dollars ($2,000,000) within thirty (30) calendar days of the date on which Kelvin Sampson ceases to be the Head Coach of the Team as complete and full satisfaction of any and all amounts that may be due and owing under this Agreement. The foregoing sum shall not be subject to mitigation or offset pursuant to Section 6.4.4. herein or otherwise and no other liquidated damages shall be owed from either party to the other party. Further, if Coach is the Head Coach of the Team within fourteen (14) calendar days after Kelvin Sampson ceases to be the Head Coach of the Team, then the Parties will execute a four year Head Coach agreement with the first three years at two million dollars ($2,000,000) per year guaranteed with each of the party’s respective buyout/payout being 100% of the amounts remaining under that agreement for those three years and the fourth year will not be guaranteed at any amount. Further, at the discretion of the AD, Coach can hire Kelvin Sampson as a full-time advisor to the Team for up to five (5) years with annual DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 2 fixed compensation of three hundred thousand dollars ($300,000) per year. If Coach fails or otherwise refuses to execute the three year Head Coach Agreement at two million dollars ($2,000,000) per year, then the Parties mutually agree to part ways with neither Party being liable to the other in any way or manner, including the University not owing the two million dollar ($2,000,000) fee for Coach not being Head Coach of the Team or any other liquidated damages or other sums of money. 2.0 Term of Agreement 2.1 Length of Term. The term of this Agreement shall be for the period beginning on June 1, 2022 and ending on May 31, 2026 (“Term”), subject to the termination provisions stated in this Agreement; and 2.2 Renewal of Agreement. This Agreement is renewable only if (a) the AD, on behalf of UH, extends a renewal contract to Coach, and (b) Coach accepts the offer by executing the renewal contract within five (5) business days after the AD has offered Coach the renewal contract. UH, however, does not grant Coach any claim to tenure in employment, continued employment, or any other rights not specifically provided in this Agreement. 3.0 Compensation 3.1 Compensation for Services. Subject to the provisions of this Agreement, UH shall provide the following to Coach: 3.1.1 Base Salary. The total amount of Twenty-Five Thousand Dollars and Zero Cents ($25,000.00) ($300,000 when annualized), will be paid each month through the UH payroll system, as salary for services rendered for the period of the Term (“Base Salary”); 3.1.2 Non-Salary Compensation. The monthly amount of Sixteen Thousand One Hundred Sixty-Six Dollars and Sixty-Seven Cents ($16,666.67) ($200,000 when annualized) shall be paid to Coach on the first of each month through the UH payroll system for the period beginning on June 1, 2022 and ending on May 31, 2023. The monthly amount of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33) ($250,000 when annualized) shall be paid to Coach on the first of each month through the UH payroll system for the period beginning on June 1, 2023 and ending on May 31, 2024. The monthly amount of Twenty Five Thousand Dollars and Zero Cents ($25,000.00) ($300,000 when annualized) shall be paid to Coach on the first of each month through the UH payroll system for the period beginning on June 1, 2024 and ending on May 31, 2025. The monthly amount of Twenty Nine Thousand One Hundred Sixty-Six Dollars and Sixty-Six Cents ($29,166.66) ($350,000 when annualized) shall be paid to Coach on the first of each month through the UH payroll system for the period beginning on June 1, 2025 and ending on May 31, 2026; 3.1.3 Standard Benefits. Standard benefits will be provided, as extended to UH staff, including vacation and sick leave time and contributions to and/or eligibility for health and group life insurance, and a retirement account. Standard benefits as described herein shall be applied only to the Base Salary as referenced in Section 3.1.1 of this Agreement. Any other form of compensation payable to Coach (i.e. non-salary compensation, incentives, etc.) will not have standard benefits associated with them. In addition, Coach shall not be entitled to a DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 3 payout of any accrued vacation leave or sick leave time upon separation from employment with UH for any reason; 3.1.4 Car Allowance/Courtesy Car. If a courtesy car is not available for assignment to Coach, a monthly car allowance of Five Hundred Dollars and No Cents, ($500) will be provided by UH until such time as a courtesy car becomes available for assignment to Coach. The car allowance or the assignment of a courtesy car is a benefit that is taxable to the Coach; 3.1.4.1 Car Allowance. If a car allowance is provided, then no additional reimbursements for insurance or maintenance of the vehicle will be authorized; 3.1.4.2 Courtesy Car. The assignment of a courtesy car shall not afford Coach any ownership rights whatsoever in the courtesy car. Coach shall be solely responsible for maintaining the vehicle in good working order. With the exception of any individual who is expressly authorized by the AD or the AD’s designee to drive the assigned courtesy car, Coach is the only individual authorized to drive the assigned courtesy car, (i.e. absolutely no one else, including, but not limited to, Coach’s relatives and/or other University employees who are not expressly authorized by the AD or the AD’s designee to do so, is authorized to drive the assigned courtesy car). Automobile insurance on the car will be provided by the University. Standard maintenance costs (to include, but not limited to gas and oil, etc.) will be the responsibility of the Coach. Upon termination or expiration of this Agreement, Coach shall immediately surrender the courtesy car to UH. If Coach’s duties and responsibilities are reassigned pursuant to Section 5 of this Agreement or Coach has received notice from UH of termination of this Agreement without cause pursuant to Section 6.4 of this Agreement, then Coach has seven (7) calendar days to surrender the courtesy car to UH. With the exception of normal wear and tear, Coach shall be liable for any amounts needed to be expended to repair the courtesy car arising from Coach’s use or operation of the courtesy car. Additionally, Coach may be liable for any damage to the courtesy car and/or to any other vehicle caused by the use or operation of the courtesy car, if such damage is caused by an unauthorized driver’s use or operation of the courtesy car; 3.1.4.3 Mileage Reimbursement. If Coach is provided a courtesy car or a car allowance, mileage will only be reimbursed for approved recruiting expenditures at a set rate determined by the UH Department of Intercollegiate Athletics; and 3.1.4.4 Responsibility for Excess Mileage. Unless otherwise agreed upon beforehand by the Parties, Coach will be monetarily responsible for any excess mileage on the courtesy car; the cost per mile will be $.15 per mile after exceeding the annual mileage limitation. The Coach’s courtesy car mileage limitation is 20,000 miles per year. It is the Coach’s responsibility to keep track of these miles by submitting the monthly courtesy car mileage update form. 3.1.5 Incentive Income. Subject to the approval of the AD, the following one-time merit incentives will be awarded to Coach if the most recent (previous four-year academic data) multi-year Team Academic Progress Rate (APR) score is 930 or higher (in accordance with NCAA standard, which may be adjusted by the NCAA) and if the applicable event listed in this Section occurs during Coach’s employment as Assistant Coach for the Team. The Associate Athletics Director for Student￾DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 4 Athlete Development Services will verify the Team multi-year APR score no later than June 30th of each year: 3.1.5.1 If the Team wins or ties the Regular Season Conference Championship, Coach is entitled to receive a total one-time merit pay in an amount equivalent to half (.5) month of Base Salary; 3.1.5.2 If the Team wins the Post-Season Basketball Tournament or receives an NCAA Post-Season Men’s Basketball Tournament invitation, Coach is entitled to receive an additional one-time merit pay in an amount equivalent to one (1) month of Base Salary; 3.1.5.3 If the Team receives an NIT Post-Season Championship Tournament Invitation, Coach is entitled to receive an additional one-time merit pay in an amount equivalent to one-third (.33) month of Base salary; 3.1.5.4 If the Team advances to play in the NCAA Post-Season Men’s Basketball Tournament Final Four, then Coach is entitled to receive an additional one￾time merit pay in an amount equivalent to half (.5) month of Base Salary; 3.1.5.5 If the Team wins the NCAA Post-Season Men’s Basketball Tournament National Championship game, then Coach is entitled to receive an additional one-time merit pay in an amount equivalent to half (.5) month of Base Salary; 3.1.5.6 Coach will receive an additional $2,500.00 merit pay if the team wins twenty￾two (22) or more regular season games. “Regular Season” games do not include Conference Tournament games. If the University is required for any reason to nullify or vacate the result of any of the Team’s games due to violations by Coach, whether by action or omission (e.g. failure to report) or due to a finding of a lack of institutional control for which Coach is materially or significantly responsible, Coach will be required to repay the University the gross amount of any Incentive Income payments made to Coach relating to such nullified or vacated games within thirty (30) days of the public announcement of such nullification/vacation. Standard benefits as described in Section 3.1.3 of this Agreement shall be applied only to the Base Salary as referenced in Section 3.1.1 of this Agreement. Any other form of compensation payable to Coach (i.e., incentive compensation) will not have standard benefits associated with them. 3.1.6 Travel Expenses. Reimbursement will be made, in accordance with UH policy and procedure, for reasonable travel expenses incurred by Coach that are directly related to performance of responsibilities set forth in this Agreement. 4.0 Responsibilities of Coach 4.1 Obligations of Coach. Coach promises to fulfill the following obligations: DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 5 4.1.1 Devote Efforts. Devotion of Coach’s best, ongoing, and exclusive efforts to performance of all duties and responsibilities contemplated by this Agreement; 4.1.2 Support and Supervise and Properly Treat Student-Athletes. Encouragement and support of student-athletes on the Team in regard to personal, physical, and intellectual development, activities, and achievements, including an emphasis on each student-athlete’s completion of an undergraduate degree program. Engaging in (and assuring every coach under Coach’s supervision is engaging in) fair, safe, and responsible treatment of student￾athletes on the Team and avoiding behavior that could, in any way, jeopardize a student￾athlete’s health, safety, welfare, or that could otherwise cause harm or risk causing harm to a student-athlete. Being knowledgeable of, and orienting student-athletes on the Team regarding applicable NCAA legislation, Conference rules, University policy, and Texas and federal law including criminal law. Engaging in reasonable and appropriate supervision of student-athletes on the Team to promote behavior that is consistent with such NCAA legislation, Conference rules, University policy, and Texas and federal law; 4.1.3 Adhere to Budget. Execution of these duties within the Coach’s allocated budget; 4.1.4 Dedicate Effort. Dedication of focused, ongoing attention, enthusiasm and efforts to coaching duties, Team members, and the success and furtherance of UH’s athletic program; 4.1.5 Comply with Policies. Compliance with all applicable policies and procedures set forth by the AD and with all applicable policies and procedures of UH; 4.1.6 Comply with NCAA, Conference Rules. Compliance with rules, regulations, and advisory opinions of the National Collegiate Athletic Association (NCAA) and of Conference, as presently in effect or as amended during any Term of this Agreement. Coach has an affirmative obligation to cooperate fully, as defined by the NCAA, in the infractions process, including the investigation and adjudication of a case; 4.1.7 Promote Academic Excellence. Dedication to the academic excellence of the student￾athletes by ensuring student-athletes on the Team are in maximum pursuit of degree programs and in compliance with NCAA academic standards, including, but not limited to, the NCAA Division I Academic Reform; 4.1.8 Supervise Personnel (if applicable). Supervision of job performance and all other incidents of employment, including assessing job performance and reporting suspected rules violations of assistant coaches and other personnel, if Coach is administratively responsible for the supervision of such individuals at any time during the Term of this Agreement; 4.1.9 Develop Programs. Development of programs and procedures with respect to the evaluation, recruitment, training and coaching of student-athletes that both foster successful competition and promote the welfare and academic achievement, including degree completion, of student-athletes; 4.1.10 Fulfill Responsibilities. Fulfillment of all job responsibilities in a timely, thorough, constructive, cooperative, positive, and professional manner, including responsibility for appraisals, administrative processes, and attendance at all meetings specified by the AD or the DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 6 AD’s designee; and 4.1.11 File Annual Report. For activities approved in accordance with Section 4.2.4 of this Agreement, Coach shall file an annual report, in a form acceptable to the AD and within NCAA required guidelines, to identify and quantify all athletically-related income derived from sources other than the compensation provided under the terms of this Agreement. 4.2 Prohibitions. Coach shall not: 4.2.1 Engage in Business. Engage in any business, personal, or professional activities that could or does compromise Coach’s fulfillment, on a full-time basis and in a constructive and professional manner, of the responsibilities specified in and contemplated by this Agreement; 4.2.2 Commit a Violation. Engage in any conduct, whether related to performance of duties under this Agreement or not, that constitutes (as defined by the NCAA) a Level I or II violation or repetitive Level III violations of NCAA rules, bylaws, or regulations; or a significant and/or repetitive violation(s) of UH policies or procedures, Conference rules, legislation, regulations, or advisory opinions, of federal or state laws, regulations, or agency advisory opinions, of municipal ordinances, or of ethical principles applicable to higher education coaching positions. Engage in any conduct that results in a conviction of or plea of nolo contendere (no contest) of a criminal act that constitutes either a felony, a misdemeanor involving moral turpitude, or any other criminal act which demonstrates that Coach is not fit to serve in their position with the Team. If found in violation of NCAA regulations, Coach shall be subject to disciplinary or corrective action as set forth in the provisions of the NCAA infractions process including suspension without pay or termination of employment; 4.2.3 Condone a Violation of NCAA Legislation, Conference Rules, University Policy, Texas or Federal Law Including Criminal Law. Condone a violation of NCAA legislation, Conference rules, University policy, Texas or federal law including criminal law (any of which shall be referred to in this Section 4.2.3 as a “Violation”) by a member of the Team’s coaching staff or any person under Coach’s supervision and direction, including a student￾athlete. For purposes of this Section 4.2.3, “condone” shall mean: (a) Coach’s actual knowledge of and complicity in a Violation by a member of the Team’s coaching staff or any person under Coach’s supervision and direction, including a student-athlete; or (b) Coach’s failure to report a known Violation by a member of the Team’s coaching staff or any person under Coach’s supervision and direction, including a student-athlete, to the AD within a reasonable amount of time. For purposes of this Section 4.2.3, a “known Violation” shall mean a Violation the Coach becomes aware of, or has reasonable cause to believe, is taking place or may have taken place; 4.2.4 Receive Other Benefits. Receive, either directly or indirectly, compensation, remuneration, or any other benefit from any source other than UH, for activities related to Coach’s professional standing or employment with UH, including but not limited to (i) income from annuities related to the Coach’s position with UH, (ii) sports camps or private lessons, (iii) television or radio programs, (iv) endorsement or consultation contracts, or (v) income from speeches, appearances, or written materials, without obtaining, on an annual basis, prior, written consent of the AD and/or his or her designee, which consent will not be unreasonably withheld. Coach also agrees to and shall provide the AD with an annual written report, as specified in Section 4.1.11 of this Agreement, of any such arrangements, in a form acceptable DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 7 to the AD; 4.2.5 Discredit UH or Bring Public Embarrassment to UH. Engage in any business transactions or commerce, appear on any radio or television program or in any public forum, or make statements to the media or in any public forum that may bring undue criticism or discredit to UH. Commission of or participation in by Coach of any act, situation, or occurrence or any conduct which, in UH’s judgment, brings Coach and/or UH into public disrepute, embarrassment, contempt, scandal or ridicule or which constitutes a substantial failure to perform in good faith the duties or obligations required of Coach in Section 4.1 of this Agreement or failure by Coach to conform Coach’s personal conduct to conventional standards of good citizenship, with such conduct offending prevailing social mores and values and/or reflecting unfavorably upon UH’s reputation and overall primary mission and objectives, including but not limited to, acts of dishonesty, misrepresentation, fraud or violence that may or may not rise to a level warranting criminal prosecution by the relevant authorities; 4.2.6 Enter Into Agreements. Enter into any oral or written agreement, letter of understanding, contract or any other arrangement that seeks to bind, obligate, or involve UH, the Athletics Department, or any other component of the University in any transaction whatsoever. All such agreements will be disclaimed by UH, unless Coach submits any contemplated arrangement to the Sports Program Administrator (AD’s designee for purposes of this Section 4.2.6) for development, processing, and approvals, if warranted; 4.2.7 Fail to Provide Notification of Other Employment Opportunity. Should another employment opportunity be presented to Coach or should Coach be interested in another position during the Term of this Agreement, Coach must notify the AD of such opportunity or interest, and written permission must be given by the AD to Coach before any discussions can be held by Coach with the anticipating coaching position principals, which written permission shall not be unreasonably withheld; 4.2.8 Fail to Report to Title IX Coordinator. Fail to promptly report to the University’s Title IX Coordinator any known violations of the UH System Sexual Misconduct Policy (including, but not limited to, sexual harassment, sexual assault, sexual exploitation, intimate partner violence, and stalking) that involve any student, faculty, or staff, or that is in connection with a university sponsored event. Any emergency situation should immediately be reported to 911 and/or law enforcement. For purposes of this Section 4.2.8, a “known violation” shall mean a violation or an allegation of a violation of Title IX that Coach is aware of or has reasonable cause to believe is taking place or may have taken place; or 4.2.9 Fail to Fulfill Duties. Negligently or intentionally fail to fulfill duties or obligation described in Section 4.1 of this Agreement to the reasonable satisfaction of the AD. If Coach is determined to be involved in any of the activities or arrangements contemplated by this Section 4.2, without Coach having obtained prior, written consent of the AD, UH may at its sole discretion, (a) suspend the Coach, with or without pay, pending a final decision about the matter and/or (b) terminate the Coach’s employment relationship pursuant to Section 6.0 of this Agreement. This section is intended to give UH the widest discretion permitted by applicable law (including constitutional and statutory provisions) to prohibit the conduct described in Sections 4.2.1 through DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 8 4.2.9 of this Agreement. 5.0 Reassignment The performance of Coach will be subject to periodic review by the Director of Athletics and, at the discretion of the Director of Athletics; Coach may be removed from the duties and responsibilities as Assistant Coach and reassigned to other duties and responsibilities within the Department of Intercollegiate Athletics or University for the remaining Term of this Agreement. In the event of such reassignment, the compensation for the performance of such reassigned duties and responsibilities shall be the Base Salary (Section 3.1.1 of this Agreement) until the expiration of this Agreement. Notwithstanding any terms and provisions to the contrary of the Agreement, the University agrees that in the unlikely event that Coach is reassigned, Coach will not be liable in any way or manner for liquidated damages to the University, including but not limited to, a termination without cause pursuant to Section 6.4.1 of this Agreement. 6.0 Termination The Parties understand and agree that the obligations set forth in the Agreement shall, at all times and for purposes of any term or renewal of the Agreement, be subject to the termination provisions in this Section 6.0. 6.1 Mutual Agreement of Parties. If UH and Coach mutually agree in writing, this Agreement may be terminated on the terms and date stipulated in the writing; 6.2 Termination for Cause – By Default. If UH gives notice to Coach that Coach has substantially defaulted in the performance of any obligation under this Agreement, and Coach does not correct the default to the reasonable satisfaction of UH within fourteen (14) calendar days following the Coach’s receipt of such notice, then UH may immediately terminate the Agreement after the 14-day￾correction-period has elapsed. If UH terminates this Agreement in accordance with this Section 6.2, then it shall not be liable for the payment of any salary or other additional compensation or benefit following the end of the month in which the termination is effective; 6.3 Termination for Cause – By Conduct. UH may, upon notice from the AD to Coach and an opportunity for Coach to meet with the AD and respond, terminate this Agreement immediately if Coach violates any of the proscriptions against conduct specified in Section 4.2 of this Agreement. If UH terminates the Agreement in accordance with this Section 6.3, then it shall not be liable for the payment of any salary or other additional compensation or benefit following the end of the month in which the termination is effective. ; 6.4 Termination without Cause. If either Party shall at any time desire to terminate this Agreement without cause, such Party shall, unless otherwise agreed to in writing by the Coach and the AD, give to the other Party advance written notice of the intent to terminate this Agreement without cause, and this Agreement shall terminate on the future date specified in such notice. 6.4.1 If Coach Terminates without Cause. Subject to Section 5 herein, in the event Coach terminates this Agreement without cause and accepts another employment position before the date on which this Agreement would have expired, but for termination, then Coach or a third party on behalf of Coach shall pay UH liquidated damages 100% of the Base Salary (as specified in Section 3.1.1 of this Agreement) and 100% of the Non-Salary Compensation (as DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 9 specified in Section 3.1.2 of this Agreement) remaining due under this Agreement at the sole discretion of the Vice President for Intercollegiate Athletics. Coach shall pay, or cause to be paid by a third party, such liquidated damages in a lump sum within sixty (60) calendar days after the effective date of termination unless a different payment plan is mutually agreed upon by the Parties negotiating in good faith. In any of the instances above, Coach shall be entitled to continue health insurance, at Coach’s sole expense, as provided by law, but shall not be entitled to any benefits, salary, or further compensation of any kind provided under the terms of this Agreement. UH shall not be liable to Coach for any liquidated damages. UH shall not be liable for the loss of any collateral business opportunities or any other benefits, perquisites, or income from any sources that might ensue as a result of Coach’s termination of this Agreement without cause. 6.4.2 If UH Terminates without Cause. If UH terminates this Agreement without cause as referenced in Section 6.3, then Coach agrees to accept liquidated damages, as specified in this Section 6.4.2, in complete satisfaction of and as payment in full for all obligations, if any, due and owing byUH toCoach pursuant to this Agreement. Asliquidated damages, if UH terminates this Agreement without cause, UH shall pay Coach a sum equal to 100% of the Base Salary (as specified in Section 3.1.1 of this Agreement) and 100% of the Non-Salary Compensation (as specified in Section 3.1.2 of this Agreement) remaining due under this Agreement, payable in equal monthly installments, per usual payroll procedure until the date on which this Agreement would have expired. Coach is not entitled to any other benefits or compensation that would have been afforded to Coach under the terms of this Agreement. This payment is subject to the duty to mitigate in Section 6.4.4 of this Agreement. Coach shall be entitled to maintain health insurance coverage, at Coach’s sole expense, as provided by law; 6.4.3 Liquidated Damages. The Parties have bargained for and agreed to and consequently are bound by the liquidated damages provisions in Section 6.4.1 and 6.4.2 above. The Parties agree that payment of such liquidated damages shall constitute adequate and reasonable compensation for damages suffered because of termination without cause by UH, or because of termination without cause by Coach. The liquidated damages shall not be construed as a penalty. The liquidated damages provisions shall apply only to termination pursuant to Section 6.4.2 of this Agreement for termination without cause by UH, and termination pursuant to Section 6.4.1 of this Agreement for termination without cause by Coach; 6.4.4 Duty to Mitigate. Coach shall use reasonable efforts to obtain other employment if Coach isterminated by UH without cause. If Coach obtains other employment before the date on which this Agreement would have expired, but for the termination, then Coach shall provide the AD with written notice, within ten (10) calendar days, of such employment, including the (i) name and address of the new employer, (ii) position title, (iii) monthly salary, and (iv) start date. Upon receipt of this notice, UH will continue to pay Coach the difference, if any, between amounts that would have been earned by Coach under this Agreement and amounts earned by Coach in the new position, so long as the total compensation is at an actual market rate for such similar positions. “Actual Market Rate” herein shall be defined as the average total compensation for the position among public universitiesin the conference of the new collegiate institution, utilizing available compensation sources (e.g., USA Today salary survey, WINAD, and other coaching compensation databases). The University reserves the right to adjust the compensation due and owing if Coach’s new compensation appears contrived to rely upon DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 10 payments to Coach by the University. Examples would include, but are not limited to, if Coach’s new position apportions compensation so that it increases or balloons after the University’s payments to Coach cease, or the subsequent employment arrangement otherwise attempts to avoid the intended net effect of this provision, Coach expressly agrees that the University shall assign a market value of compensation to Coach’s new position based upon its assessment of similar positions. If Coach does not notify UH about the new position within the 10-day period, UH shall not be liable for any further payments under Section 6.4.2 of this Agreement. For the purposes of this Section 6.4.4, “employment” shall mean working as an employee for another employer, as a consultant, as a self-employed person, or as an independent contractor. For the purposes of this Section 6.4.4, “amounts earned by Coach in the new position” shall mean any and all compensation received through Coach’s employment, including, but not limited to, base salary, non-salary compensation, consulting fees, bonuses, and any other compensation; 6.5 Termination upon Inability of Coach to Perform Essential Job Functions. In the event the AD determines Coach is unable, because of mental or physical infirmity, to perform essential functions of the job as contemplated by this Agreement, even with reasonable accommodation, then UH may, at its option, terminate this Agreement upon fourteen (14) calendar days’ notice to Coach; 6.6 Termination upon Death of Coach. If Coach dies during any Term of this Agreement, then this Agreement shall immediately terminate by operation of law; 6.7 Notices regarding Termination. All notices required under the termination provisions of this Section 6.0 of this Agreement shall be given in accordance with the notice provisions of this Agreement; 6.8 Effects of Termination. Unless otherwise provided in this Agreement, upon termination of this Agreement, as provided above, neither Party shall have any further obligation to the other, except for mutually agreed upon (in writing) obligations incurred prior to the date of termination or mutually agreed upon (in writing) obligations made specifically to extend beyond termination of this Agreement; and 6.9 Liability after Termination. In no case shall UH be liable to Coach for any loss of collateral business opportunities or any other benefits, perquisites, or income from any other sources. 7.0 Miscellaneous 7.1 Hold Harmless. Coach agrees to and shall hold harmless and indemnify UH, its regents, officers, employees, and agents, from any and all suits, claims, demands, damages, liability, costs, and expenses, including reasonable attorneys’ fees, incurred by UH because of Coach’s intentional or negligent acts or omissions arising out of matters related to this Agreement, except for such suits, claims, or demands in which Coach seeks to compel UH to comply with its obligations under this Agreement or in which Coach seeks to enforce any remedies under this Agreement. These indemnification obligations shall continue after termination of this Agreement; 7.2 State Agency. UH is an agency of the State of Texas and, as such, no provision of this Agreement is intended to operate as a waiver or relinquishment of any right, privilege, or defense, including the defense of sovereign immunity, afforded UH under constitutional provision or law or any other state or federal law; DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 11 7.3 Child Support Obligations. As required by state law, a child support obligor who is more than thirty (30) days delinquent in paying child support, and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide property, materials, or services until all arrearages have been paid, or the obligor is in compliance with a written repayment agreement; 7.4 Return of University Property. All documents, files, records, materials (in any format, including electronically stored information), equipment or other property, including without limitation, personnel records, recruiting records, team information, athletic equipment, films, statistics, keys, credit cards, laptop computers, software programs, electronic communication devices, and any other material, data, or property, furnished to Coach by the University shall be returned to the University within ten (10) days of termination or expiration of Coach’s employment with the University. The foregoing provisions of this section shall not apply to personal notes, signaling systems, playbooks, memorabilia, diaries, and similar personal records of Coach, which Coach is entitled to own and retain. In addition, Coach and University shall be equally entitled to copies of all work product utilized or developed by Coach and their staff. “Work product” shall, generally, include: (i) imported game/practice/clinic film; (ii) created game/practice/clinic film; and (iii) all recruiting files. 7.5 Publicity Rights. Coach specifically recognizes and agrees that as a material part and of the essence of this Agreement and in consideration of all compensation provided by University that University has the royalty-free right and license to utilize Coach’s name, likeness and all other of Coach’s publicity rights for any and all advertising/promotional purposes associated with the University and/or the University’s Athletics Department during the Term of his employment. Upon expiration or termination of Coach’s employment, Coach specifically and irrevocably grants University a royalty-free and perpetual license to utilize his name and likeness and all other of Coach’s publicity rights derived from or relating to any documents, material, photographs, audio or visual media of Coach related to his employment at the University. 7.6 Approvals. This Agreement is subject to any approvals that must be obtained in accordance with law or UH policy; 7.7 Amendment. Except as otherwise expressly provided in this Agreement, no amendment or variation of the terms of this Agreement shall be valid unless in writing and signed by the authorized representative(s) of UH and by the Coach; 7.8 Choice of Law Venue. The Parties agree that any matter related to or arising out of this Agreement shall be resolved in accordance with laws of the State of Texas, without giving effect to its conflict of laws provisions, and venue for any proceedings shall be solely and exclusively in Harris County, Texas; 7.9 Non-delegable Duties. Coach acknowledges that Coach’s skills, expertise, and experience related to coaching duties contemplated by this Agreement are unique, specialized, and non￾delegable; 7.10 Assignment. Neither Party may assign any obligations, rights, or duties set forth in this DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 12 Agreement without the mutual, written consent of both Parties; 7.11 Notices. In order to be effective, any notice sent for purposes of this Agreement must be sent to the address stated in this Agreement, by certified mail, return receipt requested, or must be delivered in person to Coach or to the President of UH, as applicable, as follows: UH: President with a copy to Director of Athletics University of Houston 4302 University Drive Houston, TX 77204 University of Houston 4302 University Drive Houston, TX 77204 COACH: Kellen Sampson with a copy to Bret Just 3100 Cullen Houston, TX 77204 121 W. Wacker Dr., Suite 2250 Chicago, IL 60601 7.12 Severability. If any provision of this Agreement is found to be illegal or unenforceable, then that provision shall be amended or deleted, without affecting the enforceability of the remainder of this Agreement; 7.13 Force Majeure. If either Party fails to fulfill its obligations under this Agreement when such failure is due to a circumstance beyond that Party’s reasonable control and not preventable through the exercise of diligence, whether or not foreseeable including but not limited to fire; flood; disease; epidemic; pandemic; quarantine; other outbreaks of disease (whether such disease, epidemic, pandemic, or quarantine is due to an organism/vector now known or novel at the time of such outbreak); national or regional emergencies (declared or undeclared); governmental order, regulation or action; civil commotion or disorder; war (declared or undeclared); riot; terrorism (foreign or domestic); embargoes; disaster; strikes (except those involving a Party’s employees or agents); financial crisis; economic downturn; acts of God; or any other occurrence that is beyond a Party’s control occurs, is implemented, or becomes effective during the Term of this Agreement (an “Event”) and makes it deleterious, illegal, impossible, unsafe (or gives rise to a health risk), impracticable, onerous, or unreasonably burdensome for either Party to proceed with or continue performance (in whole or in part), then upon timely written notice by the affected Party, the Parties shall negotiate in good faith a mutually agreed upon resolution (“Resolution”) for the period of the Event. Such Resolution shall be in a written document signed by both Parties. Once the Event concludes, the parties shall terminate the Resolution in writing. 7.13.1 In the event the Parties cannot agree upon a Resolution within fourteen (14) days of either Party’s issuance of a notice of an Event, then the University may unilaterally elect to: (a) make a downward adjustment in the Coach’s compensation, the Coach’s Base Salary, as described in Section 3.1.1 of this Agreement, shall not exceed fifty percent (50%) of Coach’s Base Salary over the Term of this Agreement, the Coach’s Non-Salary Compensation, as described in Section 3.1.2 of this Agreement, shall not exceed fifty percent (50%) of Coach’s Non-Salary Compensation over the Term of this Agreement, and the Coach’s Incentive Income, if any, shall be forfeited to the extent earned prior to the Event and discontinued for the future; (b) have both Parties suspend performance of the Agreement until the Event concludes; or (c) terminate the Agreement “for cause,” as described in Section 6 of this Agreement. DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E Kellen Sampson, Amended and Restated Assistant Coach Contract Page 13 7.13.2 If Coach does not agree with any action taken by University described in Section 7.13.1 above, then Coach may immediately terminate this Agreement and shall not be liable in any way or manner for liquidated damages to the University, including but not limited to pursuant to Section 6.4.1 of this Agreement. 7.14 Entire Agreement. This Agreement contains the entire understanding of the Parties and supersedes any prior oral or written understandings, agreements, contracts, obligations or representations of the Parties. 7.15 Employment Matters. This Agreement sets forth all the terms of the Coach’s employment and rights to such employment. This Agreement is intended as the sole source of Coach’s employment rights, irrespective of any statement contained in any UH employment manual, UH staff manual, or any other similar document pertaining to UH staff or faculty. This provision is not intended in any way or manner to obviate Coach’s duties and obligations to comply with all UH policies and procedures. IN WITNESS WHEREOF, the authorized representatives of the University have and the Coach has executed this Agreement as indicated below. UNIVERSITY OF HOUSTON: COACH: BY: BY: Renu Khator Kellen Sampson President Assistant Coach Date Date Approved as to Form: BY: BY: Chris Pezman Dona Cornell VP of Intercollegiate Athletics General Counsel Date Date DocuSign Envelope ID: 914538DB-A758-4277-9D4A-DF23E4E70758 6/11/2023 DocuSign Envelope ID: 0E8067AD-4B9B-4E1A-91C3-1CA0B84D500E 6/12/2023 6/12/2023 6/12/2023