Shiectian PENCE & WHETZEL "aetna ‘Stanley W. Whetzel, Jr T Louisville, Kentucky 40222 "ATTORNEYS-AT-LAW Gan peso Fax: (502) 736-6205, steve@pencelegal.com September 29, 2017 (Sent by signature receipt courier) Acting Athletic Director University of Louisville Student Activities Center University of Louisville Louisville, KY 40292 Re: Richard A. Pitino Dear Sir/Madam: We represent Richard A. Pitino (Coach Pitino) with respect to his July 1,2015 Employment Contract (EC). We provide this notice to you, with a copy to the University’s Acting President, in the manner provided by EC § 13. This is to advise you that the Employer, the University of Louisville Athletic Association, Inc. (ULAA), is in material breach of the terms of the EC. The details of ULAA’s breach are as follows: EC § 6.1 requires ULAA to provide Coach Pitino with “ten (10) days” prior written notice and an opportunity to be heard” before it seeks to “terminate this [EC] for Just Cause or impose other appropriate discipline ...” Notwithstanding this term, on September 27, 2017, ULAA placed Coach Pitino on “leave without pay for just cause” without any prior written notice and without any opportunity to be heard. EC § 6.1 defines “Just Cause” to mean: a “material violation” of the EC or “refusal or unwillingness to perform ... in good faith [EC § 6.1.1}; “[d]isparaging media publicity caused by [Coach Pitino’s] willful misconduct ...” [EC § 6.1.2]; “[m]ajor violation of any rule ...” [EC § 6.1.3]; or [Coach Pitino’s] “dishonesty ..., acts of moral depravity ..., conviction ..., or ... intoxication or being under the influence of a psychoactive substance” at specified times. [EC § 6.1.4.] You have not provided any information establishing that Coach Pitino has given you Just Cause — as defined in the EC — to mpose any discipline. Indeed, ULAA has acknowledged that it does not possess information establishing that Coach Pitino has given you Just Cause — as defined in the EC —to impose any discipline. On the contrary, University of Louisville Acting President Postel publicly stated that the University conducted no investigation prior to imposition of discipline and has conducted none since. That likely explains why the September 27, 2017 letter says that Coach Pitino’s “unpaid leave shall continue unti he PENCE & WHETZEL, PLic ATTORNEYS-AT-LAW29/2017 Page -2- conclusion of the investigation currently underway by the U.S. Attorney's Office in collaboration with the FBI ...” ‘© EC§ 13 provides that any “[n]otice under this Contract shall be sent in writing registered mail or signature receipt courier ...” Your September 27, 2017 letter, purporting to place Coach Pitino on “leave without pay for just cause” was not delivered by either acceptable ‘means. Moreover, your September 27, 2017 letter does not appear to have been copied to Rick Avare, as required by EC § 13. In light of ULAA’s material breach of the terms of the EC, please take notice that Coach Pitino invokes the provisions of EC § 6.5. That section entitles Coach Pitino to “terminate” the EC unless you remedy your material breach within thirty days of this notice. If you fail to do so, EC § 6.5 requires you to pay Coach Pitino, “as liquidated damages, an amount equal to the compensation due to” him under EC §§ 3.1.1., 3.1.2, and 3.1.3 for the balance of the contract term. Remedy of your material breach must include, at a minimum, restoring Coach Pitino to his full, active, employment position “until the conclusion of the investigation currently underway by the U.S. Attorney's Office in collaboration with the FBI ...” Yours truly, ATR fine Stephen B. Pence Kurt Scharfenberger Bryan Cassis, Counsel for Richard A. Pitino SBP/ms Richard A. Pitino Gregory C. Postel, M.D. Acting President University of Louisville Grawemeyer Hall University of Louisville Louisville, KY 40292 PENCE & WHETZEL, Pic ATTORNEYS-AT-LAW