DEPARTMENT OF ATHLETICS UNIVERSITY OF NORTH DAKOTA, Employment Contract for Bradley L. Berry The parties agree as follows: 1. __ Position The University of North Dakota (the "University" agrees to employ Bradley L. Berry (the "Employee") as Head Men's Hockey Coach, under the terms and conditions set forth in this Employment Contract (the "Contract"). 2. Employee Responsibilities Employee agrees to accept employment under the following terms and conditions: a) __ Employee shall devote full effort in faithfully and diligently carrying out the duties of Head Men's Hockey Coach in the Department of Athletics (the "Department"); b)___Employee shall actively comply with and support all rules and regulations of the State Board of Higher Education (the "Board"), University, National Collegiate Athletic Association (the "NCAA"), National Collegiate Hockey Conference (“NCHC’), or any intercollegiate athletic conference of which the University is a member; ) __ Employee's employment and performance is subject to the policies, rules, and regulations of the Board, the institutional policies and rules of the University, the Constitution and Bylaws of the NCAA, and the Constitution and Bylaws of the NCHC. Employee will be held accountable and must abide by such policies, rules, and regulations and has the responsibility to report any violations of which he becomes aware to the Director of Athletics (the "Director”) or directly to the Department's Compliance Officer. Violation of such constitutions, bylaws, policies, rules, or regulations shail be subject to disciplinary or corrective action as may be appropriate, including suspension without pay or termination of employment for significant or repetitive violations. Pursuant to NCAA rules, Employee will report annually to the Director all athletically related income and benefits from sources outside the University received during the previous year. Sources of such income include, but are not limited to: country club memberships; endorsement or consultation contracts with athletic shoe, apparel, or equipment manufacturers; speaking engagements; and any other such income as referenced in the NCAA manual; 4) Employee shall carry out all other Department duties as assigned by the Director including, but not limited to, appearances on television, radio, internet, mobile technology, and other forms of multi-media, fundraising, marketing, and community relations activities; and ©) Employee shall comply with all applicable laws of the United States and the State of North Dakota. 3. Duration This Contract shall be for a definite term, commencing on July 1, 2018, and ending on June 30, 2023 (the "End Date of the Contract"), unless terminated sooner in accordance with paragraphs 8, 9, 10, 11 or 12 or extended pursuant to section 4(f) orupon the mutual agreement of the parties. Each "Contract Year" is defined as that twelve (22) month period commencing on July 1 of a given year and continuing through June 30 of the next calendar year. 4. Compensation and Benefits Unless specifically excluded by law or this Contract, all compensation will be included in Employee's gross income and is subject to applicable taxes and deductions as required by law. Employee's compensation and benefits shall be as follows: a) Base Salary Employee's base salary in each year of the Contract shall be as follows: Contract Year Amount 2018-19 $400,000 2019-20 $412,000 2020-21 $424,360 2021-22 $437,091 2022-23 $450,204 The above salary includes compensation for all media, fundraising, marketing, community relations, and any additional activities on behalf of the Department, University, NCAA, or the NCHC, as requested by the Director. Employee's base salary is subject to furloughs, pay freezes, salary reductions, or other adjustments to the same extent they may be required of other employees in the Department during the term of this Contract. b) Bonus Compensation In addition to the compensation described above, Employee will be paid bonus compensation based on the following performance ziteria and percentages of the base salary for each year the Contract is in place and Employee is Head Men's Hockey Coach at the time the criteria is/are achieved. The following bonus provisions are cumulative: Performance Criteria Percentage of Base Salary Conference regular season champion or co-champion 8% Conference first round playoff series host 2% Conference first round playoff series win 2% Conference semi-final win 2% Conference playoff champion 4% ‘Top 8 Pairwise ranking for NCAA tournament seeding 4% NCAA tournament at-large appearance 8% NCAA tournament first round regional win 4% NCAA tournament second round regional wan 4% NCAA Frozen Four appearance 8% NCAA national championship game appearance 10% NCAA national championship 20% 20 game win season 3% 25 game win season 4% Conference coach of the year 1% National coach of the year (Spencer Penrose Award) 1% American Hockey Coaches Association All-American player 2%Hobey Baker Award top ten nominee 1% Hobey Baker Award Winner 2% ‘Team fall and spring semesters cumulative GPA of 3,0 or better 2% ‘Team Academic Progress Rate (APR) of 975 or above 4% The total due to Employee under this section for each Contract Year shall be limited to an amount equal to forty-five percent (45%) of the base salary for such Contract Year. Amounts earned for team GPA and team APR shall not be subject to this limitation. The Department shall ensure that all payments due under this provision will be paid in full by June 30 of each Contract Year except any amount earned for team GPA and team APR shall be paid within thirty (30) days of final determination of GPA and APR if later than June go of said Contract Year. ©) __ Hockey Camps The University agrees to provide the opportunity for the Employee to earn supplemental compensation in relation to the operation of a University of North Dakota Summer Hockey Camp ("Camp"). The supplemental compensation generated by the Camp is considered a variable component of total compensation, which is directly impacted by the reputation, success, and positive image of the Employee and the program. The Employee shall be solely responsible for Camp operation and management. The Director shall, however, retain what control is necessary to ensure that the Camp is operated in strict adherence to all University, Department, and NCAA Constitution, Bylaws, Rules, and Regulations. The Employee will be solely responsible for all management and operational functions of the camp to include, but not limited to, all matters relating to human resources, scheduling, marketing, and on- ice polieies and procedures. The Employee retains all authority to attribute revenue generated by the Camp in the manner that he sees fit. The Employee is, however, obligated to ensure that all Camp expenditures are paid out of Camp proceeds and that the University incurs no debt or obligation of any kind due to the operation of the Camp. The Employee may not generate debt on behalf of the Camp without the express written authority of the Director. The Employee shall provide an accounting of Camp expenditures and revenues to the Director within 60 days of the conclusion of each summer's, Camp in order to facilitate compliance with all University, Department, and NCAA rules and regulations relating to additional income as described in paragraph 7(4) below. The University will continue to provide the Camp with administrative, payroll, and accounting services as it has done so historically and this arrangement shall remain in effect until such time as the Director determines otherwise. The Employee agrees to pay the University Athletic Department a fee equal to the then- current fee structure applied to the actual revenue generated by a Summer Hockey Camp tuition receipts. This fee is payable at the conclusion of a Summer Hockey. Camp. 4) ___ Skates. Apparel, and Equipment Contracts In the course of Employee's official duties, Employee may be required to use skates, apparel, or equipment of, the companies with which the University has contracted for athletic supplies. Further, such companies may ask Employee to endorse, consult, or provide other services for skates, apparel, or equipment companies. Any compensation for outside services provided by the Employee to the company shall be paid by such athletic skates, apparel, or equipment company directly to the Employee. Employee's services to the company shall be separate from the services Employee will provide in the course of Employee's official duties. Employee's contract with5 the company shall be subject to the terms and conditions set forth in Paragraphs 6 and 7 below. ©) Complimentary Tickets Employee will receive four (4) complimentary season tickets per Contract Year (exhibition and playoff games included) situated at the discretion of the Employee in the seating section designated for players’ parents at the Ralph Engelstad Arena. In addition, for the benefit of the Men's Hockey program, a maximum of (26) complimentary "pass-list” seats to every Men's home hockey contest will be made available on an as- needed basis. These tickets are to be distributed to individuals or groups at no cost to the individuals or groups for the sole purpose of supporting the Men's Hockey Program. ) Courtesy Automobile The Department and the University shall use its best efforts to obtain a courtesy automobile from a local dealership for the exclusive use of the Employee during the term of this Contract, Assistant Coaches The Employee shall, in a manner consistent with University policy and law, select two Assistant Coaches, to become full time employees of the Department. 6. mark a) __ The Department shall provide, for the benefit of the men's hockey program, the following pool amounts to be used exclusively for the purpose of providing base salaries for the two Assistant Coaches: Contract Year Amount 2018-19, $349,673 2019-20 $360,163 2020-21 $370,968 2021-22 $382,097 2022-23, $393,560 b) _ The two Assistant Coaches will be paid bonus compensation based upon the same performance criteria and percentages of the base salary as the Head Men's Hockey Coach for each year their contract is in place and they are an Assistant Coach at the time the applicable criterion is achieved. ©) Each of the two Assistant Coaches will receive four (4) complimentary season Tickets per contract year (exhibition and playoff games included), situated at the discretion of the Assistant Coach in the seating section designated for players’ parents at the Ralph Engelstad Arena. Appearance and Consultation Employee acknowledges that participation in ting, promotional, and business activities, which are designed to support, promote, encourage, and enhance the image of the University and the Department of Athletics, are an integral component of this Contract. In accordance with such obligations, Employee agrees to the following terms: a) License to Use Personality Rights Employee will grant to the University the nonexclusive, royalty-free right to utilize Employee's personality rights, including Employee's name, voice, signature, photograph, or likeness in conjunction with promoting University events, activities, or interests. This right specifically includesthe nonexclusive right to utilize Employee's personality rights in the University's acknowledgement of third-party sponsors or vendors. All uses of the Employee's, personality rights shall be subject to approval on a case-by-case basis by Employee, which approval shall not be unreasonably withheld. Prior to utilizing Employee's personality rights, University shall furnish to Employee, for the approval of the Employee, University's intended use of Employee's name, voice, signature, photograph, or likeness. Employee shall retain title and interest in his personality rights except as set out in this Contract; ‘elevision. Radio. Online and All Forms of Multi-Media. Employee agrees ipate in recurring and non-recurring programming. Recurring programming will begin the week prior to the first men’s pre-season hockey game and end the week after the last men's regular season or post-season hockey game, whichever is later. Non-recurring programming may occur within or outside the time period designated for recurring programming; ©) __ Endorsements and Sponsorships At the discretion of the Director, Employee agrees to be available for a minimum of six (6) corporate sponsorships per Contract Year as an official endorser. Employee shall not unreasonably deny the type of corporate sponsorship. In addition, Employee will participate in other media activity, including, but not limited to, video and audio web broadcasts, print, electronic media, and any other programming or publications that may be developed; 4) _ Scheduling Employee acknowledges that the scheduling of opponents must be approved by the Director prior to any commitments being extended and that all game contracts shall be issued by the Director or his designee; e) __ Personal Appearances Employee agrees to participate, at the direction of the Director, as a speaker or otherwise attend events or functions that are sponsored by the University, the UND Alumni Association Foundation, booster organizations, or any other entity that is designed to promote, encourage, and enhance the image of the University and/or the Department; and North Dakota Foundation Fundraising Employee agrees to recognize the UND Alumni Association Foundation (the "Foundation”) as the exclusive fundraising arm of the University of North Dakota Men's Hockey program and will work exclusively with the Foundation in any fundraising efforts on behalf of the ‘Men's Hockey program. In connection with fundraising activities for the Men's Hockey program, Employee shall participate, subject to Employee availability, with the Foundation Development staff to meet with prospective donors and assist with closing donor agreements for the benefit of the Men's Hockey program. All fundraising activities for the Men's Hockey program will be coordinated through and approved by the Foundation. Reasonable and necessary expenses incurred by Employee will be reimbursed by the Foundation in accordance with this provision. Such expenses shall be approved in advance by the Director and subject to University and Foundation policies and procedures. 7. Collateral Opportunities The parties acknowledge the existence of collateral opportunities that may result in additional income to Employee, such as personal service agreements and licensing agreements for supplemental income. The University shall makebest efforts to communicate all marketing opportunities that shall affect Employee's potential additional compensation. The University, atthe discretion of the Director, shall allow the Employee to enter into licensing agreements for the marketing and sale of, certain licensed products that bear the name, likeness, photograph, or signature of the Employee. Said products shall be controlled by an agreement and any income referenced in this paragraph shall be subject to the terms and conditions outlined in this section. Any license agreement entered into by the Employee shall not be in conflict with any agreement entered into by the University, nor shall it require the performance or use of products by the University. Additional income to Employee is subject to the limitations on compensation and remuneration as stipulated in Article 11.3 of the NCAA Division I Operating Bylaws. The following terms and conditions shall apply to Employee's collateral opportunities: a) iniversity Obligations Are Primary Such outside activities shall not interfere with the full and complete performance by Employee of his duties and obligations as a University employee, recognizing always that Employee's primary obligations lie with the University and its students; b) NCAA. -S. State Law. Board Policy, and University Polic all Be Followed In no event shall Employee accept or receive directly or indirectly any monies, benefit, or any other gratuity whatsoever from any person, corporation, University booster club or alumni association, or other benefactor, or engage in any other action, if such action would violate the rules and regulations or interpretations thereof of the Board, University, NCAA, NCHC, or any other established bodies, or any state law or University policy on outside compensation, or conflict of interest, as now or hereafter enacted; ©) _ Prior Written Approval Employee must obtain written approval from the Director and the President of the University for all athletically related income and benefits from sources outside the University, including but not limited to: income from annuities; sports camps; housing benefits; ticket sales; television, radio, online, and all forms of multi-media programs; licensing and marketing opportunities; and endorsement or consultation contracts with athletic apparel or equipment manufacturers or distributors. Prior written approval from the President may also be required for certain kinds of non-athletically related income under state la 4) _ Annual Reporting Requirement As stipulated in Article 11.2.2 of the NCAA. Division 1 Operating Bylaws, Employee is required to provide a written detailed account annually to the Director for all athletically related ineome and benefits from sources outside the institution. In addition, the approval of all athletically related income and benefits shall be consistent with the University’s policy related to outside income and benefits applicable to all full-time or part-time employees; ©) Other Limitations Employee may not be identified in any commercial advertisement as an employee of the University, and Employee's position or title may not be used as an identifier in such advertisement without the prior written consent of the University. In addition, Employee may not use or be pictured in identifiable University facilities in commercial advertisements without the prior written consent of the University. Any outside activities undertaken shall be inconformance with state and University policies and regulations, including the University’s policy on outside compensation; and ) University Is Not Liable During the term of this Contract, the University is responsible to compensate the Employee only for the base salary identified in paragraph 4(a) and the bonus compensation under 4(b). Under no circumstances is, or shall, the University be responsible or legally liable for the existence, availability, continuation, alteration, compensation, or termination of any collateral opportunities, or other benefits. 8. Termination for Non-Appropriation The University may terminate this Contract at no cost to University, effective upon delivery of written notice to the Employee or at such later date as may be stated in the notice, if funding from federal, state, or other sources is not obtained or continued at levels sufficient to allow for the payments to be made through this Contract. Any such termination of this Contract shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination 9. Termination ension By University With University shall have the right to terminate this Contract, or suspend Employee with or without pay for a period to be determined by University, for just cause at any time prior to its normal expiration. The term "just cause” shall include, in addition to and as examples of its normally understood. meaning in employment contracts, any of the following: a) __ Violation by Employee of any of the material provisions of this Contract not corrected by Employee within ten (10) days following receipt of notification of such violation from the University; b) __ Refusal or unwillingness by Employee to perform his duties hereunder in good faith or to the best of Employee's abilities; ©) __ Any serious act of misconduct by Employee, including but not limited to, an act of dishonesty, theft or misappropriation of University property, moral turpitude, insubordination, or acts injuring, abusing, or endangering others; @d Aserious or intentional violation of any law, rule, regulation, constitutional provision, bylaw, or interpretation thereof of the University, the Board, the State of North Dakota, the NCAA, or any hockey conference that University is a member when such violation may, in the sole discretion of the University, reflect adversely upon the University or its athletic program in a material way; ©) _ Any other conduct of Employee seriously and materially prejudicial to the best interests of the University or its athletic program; or ) __Anybona fide discontinuance of the Men's Hockey program or Department. In the event of a termination or suspension for cause, the Director shall follow the termination or suspension procedures set out in section 26 of the North Dakota University ‘System Human Resource Policy Manual ("Manual") and Employee shall have the appeal rights set out in section 27 of the Manual.10. Termination for Disability or Death In the event Employee dies, or becomes permanently disabled to the extent that, in the judgment of the Director, Employee cannot satisfactorily perform the duties of Head Men's Hockey Coach, this Contract shall terminate and all obligations of the University to compensate Employee pursuant to this Contract shall cease as of the date of such death, or disability. The University shall be obligated to compensate Employee or Employee's estate in accordance with this Contract for services performed prior to the termination date and, in the event of disability or death, Employee or Employee's estate shall be entitled to those benefits, if any, that are payable under any University sponsored group employee insurance or benefit plan in which Employee is enrolled 11, Termination By University Without Cause In the event Employee is terminated by the University prior to the "End Date of the Contract,” other than Termination for Non- Appropriation, Termination With Cause, or by death or disability, the University shall pay to Employee, in licu of any and all other legal remedies or equitable relief, the sum of the following amounts (base salary is as provided in paragraph 4(a): a) _ One hundred percent (100%) of base salary for the twelve (12) months following the date of termination, or for the period remaining between the date of termination and the End Date of the Contract, whichever period is shorter; b) _ Seventy-five percent (75%) of base salary for the thirteenth (1gth) through twenty-fourth (24th) months following the date of termination, or for the period remaining, if any, between the thirteenth (13th) month following termination and the End Date of the Contract, whichever period is shorter; ©) _ Fifty percent (50%) of base salary for the twenty-fifth (asth) through forty- eighth (48th) months following the date of termination, or for the period remaining, if any, between the twenty-fifth (25th) month following termination and the End Date of the Contract, whichever period is shorter; Payment of the total amount due shall be made by the University in equal monthly installments over a period equal to the remaining term of the Contract, and beginning one (2) month after termination. Amounts owed by the University shall be reduced by total compensation earned by Employee during the remaining term of the Contract from any employment following termination. The parties recognize that a termination of this Contract by the University prior to the End Date of the Contract will cause Employee to lose certain benefits, supplemental ‘compensation, or outside compensation relating to his employment at the University, which damages are difficult to determine with certainty. Similarly, the parties recognize that Employee has the duty to obtain other employment in mitigation of any damages he may sustain by virtue of the termination of this Contract. Accordingly, the parties agree to this liquidated damages provision, and agree that the liquidated damages provided for herein are in lieu of, and University shall not be liable for, any University benefits or any collateral business opportunities or other benefits associated with Employee's position. Employee further understands and agrees that the liquidated damages provided for herein adequately compensate Employee for all property and other rights and interests he may have in this Contract; and further agrees that he is not entitled to any hearing of any kind prior to being removed from his position under this paragraph or to any post-removal hearing to determine whether Employee was removed under this paragraph ina mannerconsistent with the provisions of this Contract, As stated above, Employee has the duty to pursue other employment in the event he is, terminated pursuant to this section 11. If Employee obtains other employment, he shall immediately report that employment to the University, in which case the amounts to be paid Employee under this section shall be reduced by the amount the Employee earns in his new employment. In the event Employee's salary at his new employment exceeds the amounts to be paid by the University under this section, the University’s obligation to pay shall terminate. Should Employee fail to report any new employment, ot any raises earned once employed, University may cease making any payments due under this section and Employee agrees to repay the University twice the amount by which the University’s payments would have been reduced had the employment or raise been reported. 12. fermination By Employee In the event Employee voluntarily terminates the Contract prior to the End Date of the Contract Employee shall be entitled to no further payments as specified under paragraph 4(a) following the date of voluntary termination. In the event however, that Employee has earned Bonus Compensation specified in paragraph 4(c) above as of the date of termination by Employee, and those amounts have not yet been paid as of the date of termination, the Employee shall be entitled to receive all bonuses earned and yet unpaid. 13. ation jloyee to accept other coaching or administrative positions In the event Employee breaches this Contract by leaving employment prior to the End Date of the Contract and aceepting any other coaching position during the remaining term of this Contract, the University will lose certain benefits and incur financial losses, which damages are difficult to determine with certainty. This includes, but is not limited to, costs associated with a search for a new coach and to accommodate unanticipated change in leadership, and other intangible damages such as recruiting, alumni relationships, and public support. Accordingly, the parties agree to this liquidated damages provision, and agree that the liquidated damages provided for herein are reasonable in relationship to the damages that might be expected. In the event Employee leaves employment prior to the End Date of the Contract and accepts any other coaching or administrative position prior to the End Date of the Contract, Employee shall be required to compensate University as follows: a) Any other NCAA institution coaching position: i) Terminated on or before June 30, 2019: One hundred percent (100%) of the then-current base salary at termination date i) Terminated July 1, 2019 - June 30, 2020: Sixty percent (60%) of the then-current base salary at termination date iii) Terminated July 1, 2020 ~ June 30, 2021; Forty percent (40%) of the then-current base salary at termination date ix) Terminated July 1, 2021 ~ June 30, 2022; Twenty pereent (20%) of the then-current base salary at termination date vi) Terminated July 1, 2022 or later: Zero Dollars ($0)b) National Hockey League head coach position: i) Terminated on or before June 30, 2019: One Hundred Thousand Dollars ($100,000.00) ii) Terminated July 1, 2019 - June 30, 2020: Sixty Thousand Dollars ($60,000.00) iii) _ Terminated July 1, 2020 - June 3, 2021: Forty Thousand Dollars ($40,000.00) iv) _ Terminated July 1, 2021 - June 30, 2022: Twenty Thousand Dollars ($20,000.00) iv) Terminated July 1, 2022 or later: Zero Dollars ($0) If Employee is subject to a reduction in base salary pursuant to the terms of paragraph 4(a), the provisions of this paragraph 13 shall not apply. Any amount owed by Employee to University shall be paid in full no later than thirty (30) days following acceptance of another coaching position. 14. _ NCAA Violations Without limitation upon any right or remedy of the University in the event Employee breaches this Contract, it is specifically agreed that if the Employee is found to be involved in deliberate or serious violations of NCAA rules and regulations, the Employee shall be subject to disciplinary or corrective action as set forth in the Article 11.2.1 of the NCAA Division 1 Operating Bylaws. As stipulated in Article 11.1.2.1, it is the responsibility of the head coach to promote an atmosphere for compliance within the program supervised by the coach and to monitor the activities regarding the compliance of all assistant coaches and other administrators involved with the program who report directly or indirectly to the coach. If the Employee is found to have been involved in material or intentional violations of the rules or regulations of the NCAA or the NCHG, the University may take one or more of the following actions that it deems appropriate: (a) termination of employment in accordance with paragraph 9; or (b) suspension for such period of time as the University shall determine or other corrective action in accordance with University policies and procedures or paragraph 9. 15. _ University Approval Prior to Negotiation With Other Entities The parties agree that should another coaching opportunity be presented to Employee, or should Employee be interested in another coaching position during the term of the Contract, Employee must notify the Director of such opportunity or interest and permission must be given to Employee by the Director before any discussion can be held by the Employee with the anticipated coaching position principals, which permission shall be at University’s discretion and not be unreasonably withheld. 16. Severability If any term or provision of this Contract is declared by a court having jurisdiction to be illegal or unenforceable, the validity of the remaining terms or provisions Shall not be affected, and the rights and obligations of the parties are to be construed and enforced as if the Contract did not contain that term or provisi 1017. Applicable Law This Contract is governed by and will be construed according to the laws of the State of North Dakota. The Northeast Central Judicial District court shall be the venue of any dispute. 18. Modification This Contract may not be waived, altered, modified, supplemented, or amended in any manner, except by written agreement signed by both parties. 19. _ Merger This Contract constitutes the entire agreement between the parties and there are no understandings, agreements, or representations, oral or written, not specified within this Contract. 20. Waiver If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the party's right to enforce it. 21. Headings This Contract's paragraph headings are for quick reference and convenience only and do not alter, amend or otherwise affect the terms and conditions set out herein, IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby. Employee: - 5 University: a L ea ee University of North Dakota y _ Bradley L_Berry~ William (1 a Director of Athletics QS-O4-(¥ ny FG — Da