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March 23, 2018

Nick McDevitt
25 Welbourn Way
Arden, NC 28704

RE: Memorandum of Understanding

Head Men ' s Basketball Coach - Middle Tennessee State University

Dear Coach McDevitt:

It is with great pleasure that we offer you ("Coach") the positi n of ead Men' s Basketball Coach for
Middle Tennessee State University ("MTSU"), effective ~' S .This Memorandum of
Understanding (" MOU") presents the material tenns of our agreement. It will be incorporated into a formal
employment contract with MTSU for execution at the earliest possible date. This MOU and the forthcoming
formal Employment Agreement are subject to approval by the President of MTSU. This MOU and any
forthcoming Employment Agreement shall be governed by, construed and enforced under the laws of the
State of Tennessee.

l. Duties: Coach shall perform the duties and have the authority ordinarily associated with a head
basketball coach at a major university that participates at the NCAA Division I level and the standard
duties for MTSU athletic head coaches.

2. ~ T!
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employment contract will be for a term of five years, beginning on
and ending on June 30, 2023.

3. Compensation: MTSU will compensate Coach for performance of his duties as Head Men' s
Basketball Coach as fo llows:

A . Base Salary: $575 ,000

B. Incentive Compensation: Incentive compensation is contingent on funding through contributions

to Blue Raider Athletic Association and completion of season (including post-season) as head
coach.
(1) Performance Incentive: MTSU wi ll provide incentive compensation for achieving the
fo llowing athletic performance goals:
(a) Best overall conference regular season record = $5,000
(b) Conference Tournament Championship $10,000
(c) NCAA Tournament Round of 32 Appearance $50,000
(d) NCAA Tournament Sweet 16 Appearance = $50,000
(e) NCAA Tournament Elite 8 Appearance = $50,000
(f) NCAA Tournament Final Four Appearance $ 15,000
(g) Named National Coach of the Year $ 10,000
(by AP, NABC, or Naismith)
(h) Named Conference Coach of the Year $5 ,000
(by Conference)
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(2) Academic Incentive: MTSU will provide compensation up to a maximum of$10,000 for
achieving the following academic performance goals:
(a) Team APR is 950 or above = $5,000
(b) Team APR is l 000 for two consecutive = $10,000
academic years
C. Radio, Television and Other Media: MTSU wil l provide compensation in the amount of
$175,000 for radio, television and other media appearances. This amount is paid in semi-annual
installments and is contingent on funding through contributions to BRAA.

D. Payment of Buyout: MTSU shall be responsib le for the payment of Coach's liquidated damages
ob ligation to UNC Asheville in the amount of $25,000 resu lting from his acceptance of
employment with MTSU (the "Expense"). MTSU has authorized this amount to be paid as a
reimbursable employee business expense of Coach and does not consider it compensation.
MTSU acknowledges that payment of the Expense was necessary to obtain the serv ices of Coach,
and therefore substantially benefits MTSU. Further, MTSU has determined that the requirements
of its accountable plan have or will be satisfied with respect to the Expense. Coach acknowledges
that he has not and wi ll not be reimbursed for this expense from any other source. Additionally,
Coach acknowledges that he will not take a deduction for the Expense on his personal income tax
return. Sho uld the Expense be determined to be nonqualified under MTSU's accountable plan or
it is taxed as Coach's income, MTSU will neutralize the actual tax impact to Coach resulting
from MTSU's payment of the Expense. In such case, Coach must claim all deductions allowable
under applicable tax law, including the signed income tax returns (and any amended returns) for
2018 (or other appl icable tax year) to substantiate such amount as is necessary to effectuate this
desired outcome. In the event that Coach terminates his employment with MTSU without cause
in the first three years of the Term or in the event that MTSU terminates Coach with cause in the
first two years of the Term, Coach agrees to reimburse MTSU for any Expense payments to his
prior institution pursuant to this Paragraph.

E. Benefits: MTSU will provide Coach fu ll standard benefits on the same terms as provided by
MTSU to non-academic adm inistrative employees, with contributions and benefit amount based
upon the Base Salary where relevant.

F. Moving Expenses: MTSU will reimburse Coach's household moving expenses in accordance
with MTSU policy and state law.

G. Automobi le: MTSU wi ll provide a vehicle or vehicle stipend in the amount of $450/month
(determined at MTSU' s discretion). Coach will be responsible for all insurance and other
automobi le-related expenses.

H. Temporary Housing. MTSU agrees to provide Coach and his household with suitable temporary
housing chosen by MTSU for up to three (3) months at no cost to Coach, upon Coach's
relocation to MTSU.

I. Assistant Pool Salary: MTSU wi ll provide a salary pool of $450,000 per year to compensate and
retain assistant coaches, with the number of such coaches and the allocation of such funds
amongst those coaches to be determined in coordination with the Athletic Director. In addition,
MTSU will provide a salary pool of $50,000 per year to compensate and retain a director of
basketball operations. All appointments are subject to the final approval by MTSU's President.
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4. Camps: Coach will be permitted to conduct private men's basketball camps and clinics, up to three
weeks per year, utilizing the basketball practice fac ility at a rental cost of $100/week and subj ect to
the standard contractual requirements (e.g., background checks fo r camp staff, etc.)

5. Termination for Cause: MTSU has the right to terminate the employment of Coach at any time for
cause as determined in the reasonable and good faith judgment of MTSU. For the purpose of
terminating this MOU, "cause" shall be interpreted as generally consistent with its meaning in
MTSU's standard head coach's employment agreement. The parties agree to engage in good faith
negotiations about the specific for "cause" provisions to be included in the forthcoming Employment
Agreement. fn the event of a termination for "cause," MTSU shal l not be liable to Coach for any
unearned or unaccrued payments or benefits after the date of termination. MTSU may suspend Coach
with pay pending an investigation or decision relating to termination for "cause." For any one or
more acts, omissions, or events that would be grounds for termination for "cause," MTSU may take
other disciplinary or corrective action against Coach short of termination. In the event of a
termination for "cause," MTSU shall afford Coach notice and an opportunity to seek review of that
termination pursuant to the procedures set forth in MTSU's standard head coach's emp loyment
agreement. Coach voluntarily waives all rights to contest a termination o r suspension for cause
pursuant to MTSU policies and the Uniform Admin istrative Procedures Act, Tennessee Code
Annotated § 4-5-30 1 et seq. In the event a term ination for "cause" is ultimately found to be a breach
of this MOU or the forthcom ing Employment Agreement by the Tennessee Claims Commission or a
court of competent jurisd iction, after any avail able appea ls have been exhausted, then Coach shall be
entitled only to the remedies that would be availab le to Coach under this MOU or the forthcoming
Employment Agreement if MTSU terminated thi s MOU or the forthcom ing Employment Agreement
without cause, according to the date of termination, in lieu of al 1 other legal remedies or equitable
relief.

6. Termination w ithout Cause by MTSU: MTSU may terminate the employment of Coach without
cause at any time. Upon termination without cause by MTSU within the first three years of the Tenn
set forth above, MTSU will pay to Coach his Base Salary for the remaining Term of this agreement.
Upon termination without cause by MTSU after the completion of the first three years of the Term of
this agreement, MTSU w ill pay to Coach 50% of his Base Salary for the remaining Term of this
agreement. Amounts shall be paid in monthly installments as of the first day of the month following
the effective date of termination, for the remaining term of this Agreement ("Payout Period"). This
amount shall be paid as a contractual obligation and not as a salary and remains subject to all duties,
rights, and remedies set fo rth in this MOU or the forthcoming Employment Agreement.

In the event of termination w ithout cause, MTSU shall not be responsible to Coach for any other
amounts whatsoever, including, but not limited to, employee benefits, raises, automobiles or bonuses.
In the event MTSU terminates the employment of Coach without cause, the requirements set forth in
MTSU's standard head coach agreement shall apply during the Payout Period, including:

A. The requirement that Coach use his best efforts to obtain and accept co llege basketball or
National Basketball Association (''NBA") coaching employment or earn other types of college or
NBA basketball coaching compensation. Amounts earned by Coach through college basketball or
N BA coaching employme nt or by co llege basketball or NBA coaching contracts during the
Payout Period shall reduce the amounts paid to Coach by MTSU o n a dollar-for-do llar bas is.

B. The requirement that Coach provide MTSU with a quarterly written report detailing Coach's
efforts to obtain work, the results of said efforts, and a written accounting of all gross income
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received or earned by Coach during the immediately preceding quarter.

C .. The requirement that Coach execute a comprehensive release within fifteen (15) days of the date
of termination in the form determined from time to time by MTSU in its sole discretion releasing
MTSU and its officers, employees, and representatives from all claims arising out of or related to
Coach's employment w ith MTSU.

7. Termination without Cause by Coach: [n his sole discretion and at any time, Coach may terminate
this MOU or the forthcoming Employment Agreement without cause. ff Coach terminates without
cause w ithin the first three years of the Term set forth above, Coach shall pay to MTSU Coach's
Base Salary for the remaining Term of this agreement. If Coach terminates w ithout cause after the
comp letion of the first three years of the Term of this agreement, Coach will pay to MTSU 50% of
Coach' s Base Salary for the remaining Term of this agreement. Payment shall be made within sixty
(60) days of Coach's effective date of termination.

8. Representations: Coach represen ts that he has disclosed to MTSU all material information
concerning previous NCAA, conference, or institutional rules vio lations or potential violations
committed by Coach or any coach, staff member, or other person under his direct or indirect control
at any other NCAA member institution prior to the date on which Coach executed this Agreement.
Coach also represents that: neither Coach, nor any person acting on Coach's behalf, knowingly
misrepresented material information, knowingly withheld material information, or knowingly
provided incomplete or false material information during MTSU's process of interviewing and hiring
Coach. Coach is not restricted from entering into thi:; Agreement by any conflicting obligations to
another authority, person, body, or entity; and Coach has never been convicted of a criminal act that
constituted either (i) a felony or (ii) a misdemeanor involving moral turpitude (excluding minor
traffic offenses). This MOU is conditioned on a satisfactory criminal background check and NCAA
compliance check, to be completed within five (5) business days after MTSU's execution of this
MOU.

Among the terms set forth above, this MOU includes, and the forthcoming employment contract will include,
the fo llowing:
1. Standard MTSU requirements that Coach apply and enforce NCAA, Conference and MTSU ru les
("Governing Athletic Rules"). If Coach or the MTSU men's basketball program is found to have
committed a Level I or Level II violation (or multiple Level III or Level IV violations considered
collectively to be a Level I or Level II violation) of NCAA rules and regulations, whether while
employed by MTSU or d_uring prior employment at another NCAA member institution, Coach shall
be subject to disciplinary or corrective action, including termination of employment for cause.
Coach is required to indemnify MTSU against all damages, costs and expenses, including attorney's
fees, in an amount not to exceed Twenty-Five Thousand Dollars ($25,000.00), incurred by MTSU as
a direct result of any investigation or proceeding resulting in a finding by MTSU or by the NCAA
Committee on Infractions that Coach, or anyone under Coach's supervision or subject to his direct or
indirect control, has violated the Governing Athletic Rules.
2. Standard MTSU prohibitions regarding conflicts of interests and financ ial disclosures.
3. Standard MTSU restrictions on other activities, outside employment and extra compensation.
4. Standard MTSU requirements regarding parties' respective use of intellectual property.
5. A provision that Coach w ill not seek or apply for other positions without prior notice.
6. A provision that MTSU may cancel this MOU or forthcoming Employment Agreement at any time
upon thirty (3 0) days' notice w ithout further obligation due to lack of fu nding or a determination by
to eliminate the men 's basketball program for lack of funds, or a decision to discontinue the men's
basketball program made in accordance with MTSU policies and procedures.
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7. As an employee of MTSU, Coach will be subj ect to all MTSU policies and procedures.

It is with great anticipation and enthusiasm that we offer you the position of Head Men's Basketball Coach at
MTSU. Assuming that you are amendable, please indicate your acceptance by signing below. We have every
confidence that you will lead our basketball program with integrity and pride, and we look forward to
welcoming you as a member of the Blue Raider family.

Neither this MOU nor any formal Employment Agreement is binding on MTSU until it has been
signed by MTSU's President pursuant to normal MTSU procedures.

gnature Chris Mass ro, Ath tic Director

l\LzlJu~ HL&J\ Date

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Date