DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN

ALI-MARIE PAYNE

AND

THE REGENTS OF THE UNIVERSITY OF COLORADO

HEAD COACH EMPLOYMENT AGREEMENT 1

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

TABLE OF CONTENTS
Page

1. Term 3

2. Duties 4

3. Base Salary 7

4. Supplemental Salary 7

5. Incentive Salary Related to Competitive and Academic Success 8

6. Allowances 9

7. Termination by Payne 10

8. Approval for and Reporting of Outside Benefits and Income 11

9. Suspension or Termination for Cause 12

10. Termination without Cause 15

11. Termination on Death or Disability 17

12. Conference and NCAA Legislation 17

13. Reporting of Income 18

14. Entire Agreement 18

15. Severability 18

16. Waiver 18

17. Applicable Law 18

18. Amendments or Modifications 18

19. Notice 18

20. Consent to Jurisdiction and Venue 19

21. Approval by University and Athletics 20

HEAD COACH EMPLOYMENT AGREEMENT 2

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN COACH AND

THE REGENTS OF THE UNIVERSITY OF COLORADO

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is

entered into by and between Ali-Marie Payne (“Payne”) and The Regents of the University
of Colorado, a body corporate, (the “University”) on behalf of the University of Colorado
Boulder Department of Intercollegiate Athletics (the "Athletics Department”).

WHEREAS, the University and Payne previously executed an Employment

Agreement dated April 11, 2016 (“Original Agreement”) for Payne to serve as the head
coach ("Head Women’s Basketball Coach") of the University of Colorado Boulder Women’s
Basketball Program and Payne agrees to serve in such capacity.

WHEREAS, the University and Payne desire to amend and replace the Prior
Agreement by executing this Amended and Restated Employment Agreement
(“Agreement”) to: (1) extend the term; (2) include academic incentive bonus (3) amend
various dates throughout the Agreement to reflect the amended term; and (4) amend
language regarding compliance with federal and state laws, Laws of the Regents,
University of Colorado Administrative Policy Statements, and campus policies.

NOW, THEREFORE, in consideration of the mutual representations, agreements,

and promises contained herein, the parties agree as follows:

1. Term.

a) The University agrees to employ Payne as the Head Women’s Basketball Coach for
the University of Colorado Boulder for a term extending through April 30, 2023
unless earlier terminated as set forth herein. Whenever the term “Contract Year” is
used in this Agreement, it refers to that period of time between May 1 of one year
and April 30 of the following year, with the exception of the initial year of this
agreement in which the contract year will be the date of regent approval through
April 30, 2019. It is specifically acknowledged and agreed that the University has
entered into this specified term contract in accordance with and subject to the
provisions of C.R.S. 24-19-104. The parties further agree that after approval by the
Board of Regents and upon execution of this Agreement by all parties, this
Agreement shall supersede the Original Agreement and be effective as of May 1,
2018.

b) The parties agree that in the Contract Years ending April 30, 2021 and April 30, 2022,
Payne and the Athletics Director shall meet and confer about extending the term of
this Agreement for another year. The parties acknowledge that the University is not
required to extend the term of the Agreement and that any such extension must be
approved in writing by the Chancellor of the University of Colorado Boulder and the
Board of Regents of the University of Colorado.

HEAD COACH EMPLOYMENT AGREEMENT 3

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

2. Duties. Payne agrees to serve as the Head Women’s Basketball Coach under the
terms and conditions of this Agreement. During the term of this Agreement, Payne shall
report to and be under the immediate supervision of the University’s Director of the
Intercollegiate Athletics Department (“Athletics Director”) or his designee. Payne shall
regularly confer with the Athletics Director or his designee on matters concerning
administrative and technical decisions.

a) Payne agrees to use her best efforts in the development of the University of
Colorado Boulder Women’s Basketball Program (“Women’s Basketball Program” or
“Women’s Basketball”) and in support of related organizations, such as the
University of Colorado Foundation (“Foundation”) and the entity granted multi-media
rights for the Athletics Department (currently Learfield Sports). Determining “best
efforts,” as used in this paragraph, shall include, but not be limited to, consideration
of such factors as work ethic; integrity; positive attitude; high moral standards; loyalty
to the University and its support organizations; support for the President, Chancellor
and the Athletic Director; academic performance of Women’s Basketball players;
aggressive recruitment of Women’s Basketball players within the guidelines of the
National Collegiate Athletic Association (the “NCAA”) and the PAC-12 Conference
(or such other athletic conference of which the University may be a member)
(collectively referred to as the “Conference”); administration, operation,
maintenance, and control of all aspects of the Women’s Basketball Program in a
manner consistent with the policies, rules and regulations of the NCAA, the
Conference, the Board of Regents of the University of Colorado (“Board”) and the
University; support of the University, the University’s Athletics Department, the
Foundation, and the University’s Alumni Association, as reasonably requested by
these organizations; cooperation with the University and the Foundation in the
publication of a fan Internet site including regular interviews and other reasonable
requests; cooperation in any appearances required under any University
sponsorship or endorsement contracts; management of a qualified and devoted
coaching staff; and cooperation and assistance in live and recorded television and
radio shows, call-in programs, post-game and pre-game interviews, highlight shows,
replay shows, and any other programs (hereafter collectively referred to as
“Programming”) as required by the University.

b) Except as otherwise permitted herein, Payne shall devote her full time and attention
and give her best efforts and skill exclusively to performing such coaching duties as
are consistent with her position as the Head Women’s Basketball Coach and are
assigned to her from time to time by the Athletics Director or designee as well as
such duties, responsibilities and obligations normally associated with the position of
Head Women’s Basketball Coach at a NCAA Division I university. Without limiting
the generality of this Paragraph 2, Payne’s duties and responsibilities as the Head
Women’s Basketball Coach shall include, but not be limited to, the following:

i) Planning, administering, coordinating, and supervising the activities of the

Women’s Basketball Program with integrity and in a manner that is consistent
with the Laws of the Regents, Regent Policy, University of Colorado

HEAD COACH EMPLOYMENT AGREEMENT 4

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

Administrative Policy Statements, campus policies, and academic goals of the

University. Modifications, changes, additions, or deletions to such policies shall
automatically apply to this Agreement without the necessity of written
modification.

ii) Conducting herself and operating the Women’s Basketball Program in a manner
that is in compliance with and does not result in material or repeated violations
of federal or state law, Laws of the Regents, Regent Policy, University of
Colorado Administrative Policy Statements, campus policies, or the applicable
governing policies, constitutions, laws, rules, and regulations of the Board of
Regents, the Conference and the NCAA. Modifications, changes, additions, or
deletions to such policies shall automatically apply to this Agreement without the
necessity of written modification.

iii) Performing, competently and diligently, all reasonable duties, tasks, and
activities as may be required by the Athletics Director or designee in connection
with the supervision and administration of the Women’s Basketball Program, and
adherence to and compliance with all standards, sanctions, rules and regulations
established by the Athletics Department, including, without limitation, the
Department’s policies regarding the general responsibilities of its coaches.

iv) Encouraging, in conjunction with the University faculty and administration, the
academic progress of student-athletes toward graduation.

v) Administering and developing the Women’s Basketball Program in a manner as

to allow it to successfully compete in the Conference and NCAA competition,
including, but not limited to:

(1) Recruiting talented student-athletes for the Women’s Basketball Program

who qualify under the University’s requirements and legislation of the
Conference and NCAA; overseeing the daily practices of student-athletes;
teaching the mechanics and techniques of women’s basketball to team
members; analyzing performances and instructing student-athletes in areas
of deficiency; informing the women’s basketball team members about
applicable University policies and Regent Laws and Policies and applicable
Conference and NCAA legislation; and assisting the University’s strength
coach in designing and implementing a strength and conditioning program
for the Women’s Basketball Program.

(2) Complying with the Athletics Department’s policies that may be in effect from
time to time throughout the term of this Agreement, including, without
limitation, the Department’s policies regarding the general responsibilities of
its coaches. Modifications, changes, additions, or deletions to such policies
shall automatically apply to this Agreement without the necessity of a written
modification.

(3) Promoting the University, the Athletics Department, and the Women’s

HEAD COACH EMPLOYMENT AGREEMENT 5

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

Basketball Program through campus and departmental public relations

activities, the Athletics Department’s Office of Media Relations, donor related
activities, and sponsorship related activities.

(4) Conducting on-campus girls’ basketball camps in accordance with

Paragraph 4.c below.

(5) Cooperating with student services for the benefit of student-athletes.

(6) Maintaining responsibility for the supervision, evaluation, and conduct of the
assistant coaches and women’s basketball staff that are designated as being
under her supervision, including making diligent efforts to assure their
compliance with applicable University policies and regulations and the
legislation of the Conference and NCAA. This includes effective, appropriate,
professional motivation of student-athletes by the assistant coaches and staff.

(7) Abiding by all applicable Laws of the Regents, Regent Policy, University of
Colorado Administrative Policy Statements, and campus policies, as may be
in effect from time to time. Modifications, changes, additions, or deletions to
such laws or policies shall automatically apply to this Agreement without the
necessity of a written modification.

(8) Complying with the Athletics Department’s policies that may be in effect
from time to time throughout the term of this Agreement, including, without
limitation, the Department’s policies regarding the general responsibilities of
its coaches so long as those Athletic Department policies are consistent
with generally applicable university policies. Modifications, changes,
additions, or deletions to such policies shall automatically apply to this
Agreement without the necessity of a written modification.

(9) Receiving and scheduling for the women’s basketball coaching staff, not
less than annually, training on the Laws of the Regents, Regent Policy,
University of Colorado Administrative Policy Statements, and campus
policies applicable to Payne and the women’s basketball coaching staff,
including any updates on any modifications, changes, additions, or deletions
to such policies that have been made by the University in the preceding
quarter.

(10) Performing, competently and diligently, all reasonable duties, tasks, and
activities as assigned by the Athletics Director in connection with the
supervision and administration of the Women’s Basketball Program.

(11) Cooperating in the fulfillment of responsibilities and commitments of the

University in any of its athletics-related agreements, including but not limited
to, agreements for radio and television broadcasting, multi-media or
sponsorship rights, athletic footwear or apparel, beverages, equipment or

HEAD COACH EMPLOYMENT AGREEMENT 6

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

other such agreements. Payne agrees that she will not engage in activities
that conflict with or infringe on the rights granted by the agreements.

(12) Professional and consistent interaction with members of the media and the
public (print, radio, television, internet and other media outlets), including
access, positive attitude, and coordinating effectively with the Athletics
Department and University communications staff.

Payne acknowledges that she is a Campus Security Authority as that term is defined in the
Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act
(“Clery Act”) and implementing regulations. As a CSA, Payne is required to report at least
annually certain criminal offenses required under the Clery Act to the CU-Boulder Police
Department (“CUPD”). CSAs are required to report only those offenses that occur on
campus, in or on noncampus buildings or property owned or controlled by the University,
and public property within or immediately adjacent to our campus, as those terms are
defined under the Clery Act. If Payne does not know the exact location, Payne is still
required to report the information that you do know to CUPD. If a crime that may represent
a serious or ongoing threat to the CU-Boulder community is reported to Payne, Payne
cannot wait until the end of the reporting year to report the incident to CUPD. Payne has
an obligation to report such crimes immediately to the CU Boulder Police Department.
Any question about whether a serious or ongoing threat exists shall be deferred to CUPD.
Payne agrees to comply with all reporting obligations imposed on a Campus Security
Authority by the Clery Act as well as by applicable University policies.

3. Base Salary. Payne will be paid an initial base salary of One Hundred Seventy-Five
Thousand Dollars ($179,200) per Contract Year (“Base Salary”) paid in monthly pay
periods, in accordance with and subject to the University’s normal payroll process. As a
University employee, Payne shall be eligible for and participate in applicable employee
benefits provided to university staff employees including participation in retirement plans
and health plans. Payne shall be eligible for salary adjustments to the Base Salary in
accordance with the University’s compensation principles and policy for University staff
professionals. Payne’s base salary may be increased from time to time upon review by the
University and any such adjustment shall be effective upon the next payment date. In the
event that Payne’s employment is terminated pursuant to Paragraphs 9 or 11 of this
Agreement, Payne shall be entitled to payment under this provision up to the termination
date only.

4. Supplemental Salary. The following additional compensation shall be paid to Payne

as supplemental salary (“Supplemental Salary”). Payments of Supplemental Salary shall
continue only so long as Payne is employed in the position of Head Women’s Basketball
Coach under the terms of this Agreement. Payne’s Supplemental Salary may be increased
from time to time upon review by the University and any such adjustment shall be effective
upon the next payment date. Supplemental Salary shall not be subject to annual salary
adjustments.

HEAD COACH EMPLOYMENT AGREEMENT 7

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

a) Public Relations and Fundraising. The University agrees to provide Payne with
additional Supplemental Salary of $65,000 for assisting the Athletics Department in
Public Relations, Fundraising opportunities and other statewide events organized by
the Athletics Department.

b) Community Relations and Outreach. In addition to the foregoing, the University

agrees to provide Payne with additional Supplemental Salary of $65,000 for her
development of the Women’s Basketball Program outreach, culture and reputation
on campus; integration and support of campus constituencies; community
involvement and development of community support for the Women’s Basketball
Program; national leadership in athletics; and, coach and staff citizenship.

c) Basketball Camps. The University agrees to pay Payne, as Supplemental Salary

during each Contract Year, except the final Contract Year, $45,000 for her
agreement to conduct a minimum of three (3) on-campus girls’ basketball camps
during the summer of each Contract Year. Payne will be responsible for performing
the following additional duties in connection with conducting the basketball camps:

i) Recruiting top basketball athletes and staff of outstanding character who will
work effectively with and increase the skills of participants;
ii) Operating the camps in a manner that presents the University and Department
of Intercollegiate Athletics in a positive light, and increases the interest of
participants in attending the University;
iii) Attracting a large number of participants; and
iv) Managing the camps to ensure financial integrity of the camps’ operation, to
address effectively the health and safety issues associated with the operation
of the camps, to optimize the amount of University revenues realized from the
camps’ operations and to comply with all applicable laws, rules, regulations and
University policies, including, but not limited to, University fiscal policies.

d) Supplemental Salary in Lieu of a Courtesy Car. The University shall provide Payne
Supplemental Salary in the amount of $600 per month in lieu of a courtesy car,
automobile allowance, or reimbursement of any expenses (including mileage and
parking) for in-state automobile travel.

e) Country Club Membership. To enhance her promotion of the University, the Athletics
Department and the Women’s Basketball Program, the parties acknowledge and
agree it is important for Payne to have access to the facilities provided through a
country club membership. The University shall provide Payne Supplemental Salary
of $6,000 per Fiscal Year which Payne agrees to use to join the Boulder Country
Club or a club with comparable facilities that will allow her to promote effectively the
interests of the University, the Athletics Department and the Women’s Basketball
Program.

5. Incentive Salary. In addition to the Supplemental Salary described in Paragraph 4

above, and so long as she is employed in the position of Head Women’s Basketball Coach

HEAD COACH EMPLOYMENT AGREEMENT 8

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

under the terms of this Agreement, Payne shall be eligible to earn the following Incentive
Salary related to the competitive and academic success of the Women’s Basketball
Program.

Competitive Success:

a) $20,000 if the women’s basketball team wins the Pac-12 Conference Regular
Season Championship;
b) $20,000 if the women’s basketball team wins the Pac-12 Conference Tournament
Championship;
c) $10,000 if named Pac-12 Coach of the Year;
d) $20,000 if the women’s basketball team participates in Round 1 of the NCAA
Tournament;
e) $30,000 if the women’s basketball team participates in Round 2 of the NCAA
Tournament;
f) $30,000 if the women’s basketball team participates in Sweet 16 of the NCAA
Tournament;
g) $30,000 if the women’s basketball team participates in Elite 8 of the NCAA
Tournament;
h) $50,000 if the women’s basketball team participates in the NCAA National
Championship Semifinals;
i) $50,000 if the women’s basketball team participates in the NCAA National
Championship Finals;
j) $150,000 if the women’s basketball team wins the NCAA National Championship;

The amounts of Incentive Salary awarded under Subparagraphs a – j of this

provision shall be cumulative. The total amount of Incentive Salary earned by Payne
pursuant to this provision for a women’s basketball season shall be due and payable in
a lump sum within 30 days after the conclusion of the post season. The Incentive Salary
for the final Contract Year shall be due and payable in a lump sum within 30 days after
the end of the term of the Agreement. Payne shall be due only such Incentive Salary
as has been earned by the end of the term.

Academic Success: Payne shall be entitled to receive incentive salary for the academic
progress towards graduation of the Women’s Basketball student athletes. If the
Women’s Team attains an APR rating of 980 at the end of each academic year, Payne
shall receive a one-time bonus in the amount of Ten Thousand Dollars ($10,000).
Payment shall be due and payable in a lump sum within 30 days after the conclusion of
the academic year. Payne will not be eligible for the academic incentive the final year
of the contract.

6. Allowances.

a) Tickets. To further her institutional representation associated with the services

performed during the term of the Agreement, the University shall provide Payne an
allowance of up to ten (10) season tickets to home games for women’s basketball, and

HEAD COACH EMPLOYMENT AGREEMENT 9

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

eight (8) season tickets to home games for both women’s basketball and football.

b) Nike. In further recognition of sponsorship support and benefits provided under the
NIKE Sponsorship Agreement, the University shall provide to Payne an allocation of
NIKE products, through the Nike Elite Program, of a value of up to $3,500 per Contract
Year so long as the NIKE Sponsorship Agreement is in effect.

c) Tax Reporting. The University will report items in Subparagraphs 7a and b above as
income in accordance with University policy and procedures on the tax treatment of
such items.

7. Termination by Payne. Payne acknowledges that the Head Women’s Basketball

Coach is a unique and specialized position and that her promise to serve as Head Women’s
Basketball Coach for the University for the entire term of this Agreement is the essence of
this Agreement to the University. Payne also acknowledges that the University desires to
promote long-term stability of the Women’s Basketball Program in order to assist in
recruiting players, retaining assistant coaches, and building support for the program and
that this stability would be damaged if Payne were to resign or otherwise terminate her
employment with the University prior to the expiration of the term of this Agreement. Payne
further acknowledges that the University is making a valuable investment in Payne’s
continued employment by entering into this Agreement and that this investment would be
lost were Payne to resign or otherwise terminate her employment with the University prior
to the expiration of the term of this Agreement. While acknowledging these recitations and
the purpose of this entire agreement, the parties agree that Payne may, nevertheless,
voluntarily terminate this Agreement prior to the expiration of its term, but only upon the
following terms and conditions:

a) Written Notice by Payne. Payne may terminate this Agreement during its term by
giving the University seven days’ advance written notice in accordance with
Paragraph 19 below. So long as Payne is assigned duties as Head Women’s
Basketball Coach, such termination by Payne should occur at a time outside the
women’s basketball playing season, including post-season games, so as to
minimize the impact of such termination on the Women’s Basketball Program. In
the event that Payne terminates the Agreement during the women’s basketball
playing season, the parties acknowledge that the University will experience
substantial additional damages. This Agreement, and particularly Paragraph 7.b
below concerning liquidated damages, shall continue in full force and effect for all
applicable purposes if Payne terminates this Agreement pursuant to this Paragraph
7.b.

b) Liquidated damages. If Payne terminates this Agreement prior to the expiration of

its term, Payne shall pay the University as liquidated damages the sum of Two
Hundred Fifty Thousand Dollars ($250,000).

Payne acknowledges that the liquidated damages set forth above were specifically
negotiated between the parties. These liquidated damages fairly and reasonably
estimate the investment the University is making in Payne and the damages the

HEAD COACH EMPLOYMENT AGREEMENT 10

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

University would incur if Payne were to voluntarily terminate this Agreement during
its terms; and, therefore, do not constitute a penalty. Such liquidated damages shall
be due and payable within thirty (30) business days after the effective date of the
termination of this Agreement by Payne. Failure to timely pay said liquidated
damages, or enter into a payment agreement with the University shall constitute a
breach of this Agreement and said failure shall be actionable, together with
reasonable attorney’s fees and the costs associated with recovery of the liquidated
damages.

c) Abandonment. If Payne were to abandon, as determined in the sole discretion of

the Athletic Director, her position as Head Women’s Basketball Coach without
officially terminating the Agreement, then – after sending all proper notices required
under this Agreement – the University may terminate this Agreement for cause under
Paragraph 9. Only under this abandonment scenario are the aforementioned
liquidated damages applicable to termination for cause under Paragraph 9.

d) Notification of Intent to Seek or Accept Another Coaching Position. The parties agree
that should another coaching opportunity be presented to Payne, or should Payne
elect to pursue another coaching position requiring the performance of duties prior
to the expiration of the term of this Agreement, Payne must notify the Athletics
Director before any discussions can be held between Payne and any prospective
employer. Payne further agrees, and hereby specifically promises, not to negotiate
for or accept employment, under any circumstances, as a coach requiring
performance of duties prior to the expiration of the term of this Agreement without
first giving seven (7) days written notice to the Athletics Director.

8. Approval for and Reporting of Outside Benefits and Income.

a) Payne’s duties require her participation in donor related activities and sponsor
related activities described in Paragraph 2 above, as well as the opportunity to earn
Supplemental Salary for a variety of outreach activities described in Paragraph 4
above. Payne’s participation in these activities is important to the University and
therefore, her participation in outside employment activities of a similar nature will
be limited, under ordinary circumstances.

b) To the extent that Payne is allowed to participate in outside employment activities

Payne shall comply with all applicable state laws, rules and University laws and
policies, including the policy regarding employment of staff in a consultative capacity
and the policy regarding conflicts of interest.

c) Payne further agrees that in accordance with NCAA legislation, she shall provide to
the Athletics Director by September 1 of each year a detailed accounting in writing
of all athletics related income and benefits from sources outside the University
including, without limitation, income from annuities, sports camps, housing benefits,
country club memberships, complimentary ticket sales, television and radio

HEAD COACH EMPLOYMENT AGREEMENT 11

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

programs, and endorsements or consultation contracts with athletic shoes, apparel

or equipment manufacturers.

d) Payne further agrees that she shall disclose and obtain prior written permission from
the Athletics Director before agreeing to make any commercial endorsement,
including any in which she identifies herself as the Head Women’s Basketball Coach
at the University. Such approval may be denied if, in the sole discretion of the
Athletics Director, the proposed endorsement would conflict with existing University
or Athletics Department business relationships. Any such proposed endorsements
shall be subject to, and in compliance with, the Athletics Policies and Procedures
Manual.

9. Suspension or Termination for Cause. Payne’s employment may be suspended for

a period of time, without pay, or terminated for cause with immediate cessation of all salary
payments and fringe benefits, except for salary or incentives earned by Payne prior to
suspension or termination, based on any one or more of the following grounds:

a) Insubordinate conduct, provided that Payne has been given notice of that
insubordinate conduct and, unless in the sole opinion of the Athletics Director the
conduct is flagrant or repetitive, an opportunity to correct the conduct.

b) Use or consumption by Payne of alcoholic beverages, drugs, or controlled

substances in such degree and for such appreciable period or under circumstances
as to significantly impair her ability to perform her duties hereunder; or failure by
Payne to fully cooperate in the enforcement and implementation of any drug testing
program established by University for student-athletes.

c) Adjudication by the University that conduct by Payne could reasonably result in a

conviction of a felony or Payne is convicted or enters a plea of guilty or of nolo
contendere to a felony, whichever comes earlier;

d) A finding by the University Office of Internal Audit of fraud, misappropriation, fiscal

misconduct or embezzlement by Payne.

e) Adjudication by the University or a finding by the NCAA or Conference, whichever

comes earlier, that Payne has committed a Level I and/or Level II violation of NCAA
or Conference Legislation, resulting from the operation of the Women’s Basketball
Program;

f) Adjudication by the University or finding by the NCAA or Conference, whichever

comes earlier, of a Level I and/or Level II violation of NCAA or Conference
Legislation if the violation was committed by any Women’s Basketball Program
personnel; and Women’s Basketball Program student athlete or any other
“representative of the University’s athletic interests” (as defined by the NCAA) if, in
the judgement of the Athletics Director after consultation with the Chancellor, Payne

HEAD COACH EMPLOYMENT AGREEMENT 12

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

knew or should have known of the violation and did not prevent or try to prevent the
violation or concealed or failed to report the violation;

g) Adjudication by the University or finding by the NCAA or Conference, whichever

comes earlier, of any repeated Level III and/or Level IV violation of NCAA or
Conference Legislation if, in the judgement of the Athletics Director after consultation
with the Chancellor, Payne had prior knowledge of the violations and did not prevent
or try to prevent the violation or concealed or failed to report the violation;

In order to provide a basis for termination under subparagraph 9.g all such Level III
or Level IV violations must have occurred during the term of Payne’s tenure in the
position of Head Basketball Coach. Further, such Level III or Level IV violations must
be repeated violations of the same kind or nature and must be determined, in the
judgement of the Athletics Director after consultation with the Chancellor, to reflect
adversely on the University, UCB, the Athletics Department, or the Women’s
Basketball Program.

h) Statements by Payne concerning the University, its personnel, programs, policies

and/or departments that, in the judgment of the Athletics Director in consultation with
the Chancellor, cause damage to the University’s reputation.

i) Dishonest or other conduct that, in the reasonable judgment of the Athletics Director,
falls below the minimum standards of professional integrity or that is inconsistent
with the professional standards expected of a coach of a collegiate sports team and
that is prejudicial to the best interests of the University or that violates the
University’s mission.

j) Any material violation of any Laws of the Regents, Regent Policy, University of
Colorado Administrative Policy Statements, or campus policies, or being found
responsible by the University Office of Institutional Equity and Compliance for
violating Administrative Policy Statement 5014 or any corresponding campus policy
related to discrimination, harassment, or sexual misconduct.

k) Fraud or dishonesty (including falsification or alteration) by Payne or any other

person reporting to Payne (if Payne knew or should have known about the other
person’s fraud or dishonesty and permitted, encouraged, condoned or failed to
report such fraud or dishonesty) in the preparation, maintenance, and/or submission
of:

i) any document of the University, NCAA or the Conference;

ii) any document required to be prepared, submitted and/or maintained by law,
governing athletic rules or University rules, policies, or Regent laws or policies;
or
iii) any document or record pertaining to any recruit or student-athlete.

HEAD COACH EMPLOYMENT AGREEMENT 13

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

“Document”, as used herein, includes without limitation, expense report or other

reimbursement request, transcripts, eligibility forms and compliance reports.

l) Soliciting, placing or accepting by Payne of a bet on any intercollegiate or

professional athletic contest, or permitting, condoning or encouraging by Payne of
any illegal gambling, bookmaking or illegal betting involving any intercollegiate or
professional athletic contest whether through a bookmaker, a parlay card, a pool or
any other method of organized gambling; or furnishing by Payne of information or
data relating in any manner to women’s basketball or any other sport to any
individual known by Payne to be or whom he should reasonably know to be a
gambler, bettor or bookmaker, or an agent of any such person, or the consorting or
associating by Payne with such persons.

m) Failing to immediately report to the Athletics Director serious student-athlete or

women’s basketball staff misconduct Payne knew or should have known about. If
the allegation of misconduct involves the Athletics Director, Payne must report to the
Chancellor. Nothing in the paragraph shall be construed to relieve Payne of any
other reporting obligations imposed upon her by the Laws of the Regents, Regent
Policy, University of Colorado Administrative Policy Statements, or campus policies,
including but not limited to: reporting obligations to law enforcement as a Campus
Security Authority; reporting obligations to the Office of Institutional Equity and
Compliance under Administrative Policy Statement 5014 or any corresponding
campus policy related to discrimination, harassment, or sexual misconduct.

n) Failure to comply with provision 7(d) of this Agreement regarding “Notification of

Intent to Seek or Accept another Coaching Position.”

o) Engaging in any conduct or coaching techniques that in the determination of the

Athletics Director, in consultation with the Chancellor, in any way endangers or could
endanger, student-athlete health, safety, or welfare.

p) Failure to cooperate with Conference, NCAA, or University staff in connection with

investigation of possible Women’s Basketball Program violation of NCAA or
Conference legislation or University policies/Regent Laws.

q) Any material failure of Payne to perform the duties set forth in paragraph 2 above or
to comply with a term or obligation of this Agreement, except as already addressed
in paragraphs 9(a) through 9(p) above, where the failure continues for thirty (30)
days, without remedy, after Payne has been provided written notice of the failure
and any remedial action deemed necessary by the University; provided however,
that, if the nature of the failure is such that it cannot reasonably be remedied within
such initial thirty (30) day period, the period for remedying the failure may be
extended at the discretion of the Athletics Director for an additional sixty (60) days
so long as Payne begins to take remedial action in a timely manner during the initial
thirty (30) day period and thereafter pursues such remedial action diligently to
conclusion. The extension of the initial thirty (30) day remedy period shall not apply

HEAD COACH EMPLOYMENT AGREEMENT 14

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

if, in the good faith determination of the Chancellor of the University of Colorado
Boulder, any such extension would materially and adversely affect the University,
the University of Colorado Boulder campus, the Athletics Department, and/or the
Women’s Basketball Program, in which case the period of Payne’s taking of remedial
action shall end after the initial thirty (30) day remedy period without giving effect to
the sixty (60) day extension period.

“Adjudication by the University” as used in paragraphs 9(c), 9(e), 9(f) and 9(g) above
means a final determination by the Chancellor of the University of Colorado Boulder
that sufficient evidence exists for termination with cause, as set forth in one or more
of any of those paragraphs, after receiving a recommendation from the Athletics
Director and reviewing any pertinent information, including evidence submitted by
Payne to any allegations.

Prior to suspension without pay or termination for cause, Payne shall be given
written notice of the alleged grounds for suspension or termination and shall have
five (5) calendar days from the date of the notice to provide the Athletics Director
with written notice of a request for a meeting. If no written notice of a request for a
meeting is received as provided herein, the suspension or termination shall become
final five (5) calendar days after the notice to Payne. If requested, the meeting shall
take place within a reasonable time between Payne and the Athletics Director or
designee and shall consist of an explanation of the University’s position and an
opportunity for Payne to present her response. Payne may have an advisor present,
but the advisors may not participate actively in the meeting. If Payne chooses to
have an advisor present, the University may also have an advisor present although
the advisor may not participate actively in the meeting. The Athletics Director or
designee shall state his/her decision in writing, set forth the reasons for suspension
or termination and deliver the decision in accordance with the procedures for giving
notice in Paragraph 19. The Athletics Director or designee’s decision is final. If
Payne’s employment is terminated for cause, the University shall have no further
obligation to make further payments and/or to provide any other consideration or
benefits under this Agreement as of the effective date of the termination, except for
compensation or benefits earned by Payne before the effective date of termination.

10. Termination without Cause.

a) The parties expressly acknowledge and agree that if the University should terminate
this Agreement prior to April 30, 2023 for any reason other than cause as defined in
paragraph 9 above; lack of sufficient appropriated funds, as described in paragraph
10(d) below; or death or disability, as described in paragraph 11 below, then Payne
shall be entitled to claim damages from the University in an amount which may not
exceed Three Hundred Fifty Thousand Dollars ($350,000) per Contract Year for the
remaining term of the Agreement and subject further to the following:

i. The damages in the year in which Payne was terminated will be prorated based
on the amount already earned in Base Salary (paragraph 3) and Supplemental

HEAD COACH EMPLOYMENT AGREEMENT 15

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

Salary (paragraph 4 (a),(b) and (c); therefore, the maximum payout of salary paid
and damages will not exceed the yearly total salary amount.

ii. Notwithstanding the forgoing, the University shall not be liable for any
consequential, indirect, lost profit, punitive, special or similar damages
even if the University has been advised of the possibility of such damages.

b) Payne agrees that she has a duty to obtain new employment to mitigate any
damages arising from termination under this paragraph 10. In recognition of this duty
the parties expressly agree that any settlement or final judgment following any
appeal of Payne’s claim for damages against the University shall be paid in equal
monthly installments from the date of settlement or judgment to the date the term of
this Agreement would have ended had Payne not been terminated and that such
payments shall be reduced by any amounts Payne receives or is to receive in the
future for services provided by Payne in the position of head or assistant coach at
any level of competition. If Payne accepts employment, signs an employment
agreement or otherwise agrees to perform such services, she shall promptly give
notice to the Athletics Director of such employment, the effective date of such
employment and the amount of all compensation provided or to be provided in the
future for duties performed during the period when Payne would have been
employed by the University under this Agreement had it not been terminated.

Payne must be paid actual market rate in new position. “Actual Market Rate” herein
shall be defined as the average total compensation for the position among
universities in the conference of the new collegiate institution, utilizing available
compensation sources (e.g., USA Today salary survey, WINAD, and other coaching
compensation databases). To the extent permitted by applicable law, the University
reserves the right to adjust the compensation due and owing if Payne’s new
compensation appears contrived to rely upon payments to Payne by the University
of Colorado. Examples would include, but are not limited to, if Payne’s new position
apportions compensation so that it increases or balloons after the University’s
payments to Payne cease, or the subsequent employment arrangement otherwise
attempts to avoid the intended net effect of this provision. Payne expressly agrees
that the University shall assign a market value of compensation to Payne’s new
position based upon its assessment of similar positions.

c) If the University should terminate this Agreement without cause, then Payne shall
submit a claim to the University for the damages Payne believes she has incurred
(subject to the limitations described in this paragraph 10). The University and Payne
shall attempt to resolve Payne’s claim pursuant to a mediation process to be
mutually agreed upon by the University and Payne. Should the University and
Payne be unable to reach an agreement on the amount of damages due Payne
within thirty (30) days after Payne submits her claim, then Payne shall be entitled to
pursue legal action against the University for such damages. All statements,
documents, admissions, or proposals exchanged by the University and Payne
pursuant to the process described in this paragraph 10(c) shall be deemed

HEAD COACH EMPLOYMENT AGREEMENT 16

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

settlement and mediation materials and, accordingly, shall be considered

confidential to the extent permitted by law and may not be used by either the
University or Payne in further proceedings.

d) Financial obligations of the University payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available.

11. Termination on Death or Disability. This Agreement will automatically terminate if

Payne dies or becomes disabled.

a) If this Agreement is terminated because of Payne’s death or disability, Payne’s

salary and all other benefits shall end in the month of Payne’s death or disability
except that any insurance or other similar benefits may continue in accordance with
their terms or University policy.

b) “Disabled” as used herein means that Payne is unable to perform the essential
functions of her duties under this Agreement, with or without reasonable
accommodation.

12. Conference and NCAA Legislation. It is expressly understood and agreed by the
parties that this Agreement is subject to Conference and NCAA legislation. Such
legislation, to the extent applicable, is incorporated herein by reference and, to the extent
inconsistent herewith, shall prevail over the terms of this Agreement. Modifications,
changes, additions, or deletions to such legislation shall automatically apply to this
Agreement without the necessity of a written modification. If such modifications or changes
in Conference or NCAA legislation shall impair or reduce the University-provided economic
benefits of Payne’s employment, the University shall substitute other reasonably equivalent
and appropriate benefits, acceptable to Payne and permissible under applicable federal
law, state law, and University policies or Regent Laws and the Conference and NCAA
legislation, that will preserve for Payne the overall value of this Agreement.

a) Payne shall immediately report any potential or known violations of NCAA or

Conference rules of which she has actual knowledge to the Athletics Director or to
the Director of Athletics for Compliance.

b) Payne agrees to promote an atmosphere for compliance and to monitor the

compliance of all other persons under her supervision, including coaches and
student-athletes, with the rules and regulations of the NCAA, the Conference, and
such rules and regulations concerning intercollegiate athletics, athletics personnel,
and student-athletes as may from time to time be promulgated by the University and
the Athletics Department.

c) If the University, the Athletics Director, the Conference, or the NCAA determine that
Payne has violated NCAA legislation, in addition to any remedies provided by this
agreement or at law, Payne agrees that she shall be subject to disciplinary or

HEAD COACH EMPLOYMENT AGREEMENT 17

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

corrective action as set forth in the provisions of the NCAA enforcement procedures,
as now existing or as amended from time to time.

d) Notwithstanding anything in this Agreement to the contrary, it is hereby stipulated

pursuant to NCAA Bylaw 11.2.1 that Payne shall be subject to disciplinary or
corrective action as set forth in the provisions of the NCAA enforcement procedures,
including suspension without pay or termination for cause for significant or repetitive
violations of NCAA legislation.

13. Reporting of Income. The parties acknowledge and agree that all compensation
payable to Payne under this Agreement shall be subject to applicable federal and state
taxes, including withholding taxes. All Form W-2 reportable compensation included in this
Agreement shall be subject to all applicable withholding and subject to all applicable
employer contributions, including contributions as required under the University’s
retirement plan.

14. Entire Agreement. This Agreement contains the entire agreement of the parties and
shall be binding upon the parties, their heirs, administrators, successors and assigns. This
Agreement represents the complete integration of all understandings between the parties
and all prior representations and understandings, oral or written, are merged herein. Prior
or contemporaneous additions, deletions, or other changes hereto shall not have any force
or affect whatsoever, unless embodied herein.

15. Severability. If any provision of this Agreement is determined to be void, invalid or

unenforceable for any reason, it shall be considered severed from this Agreement and such
invalidity shall not affect the validity or enforceability of the remaining provisions.

16. Waiver. Waiver by any party of a breach of any provision of this Agreement shall not
operate as or be construed as a waiver of any subsequent breach hereto.

17. Applicable Law. This Agreement shall be governed by and construed under the laws
of the State of Colorado.

18. Amendments or Modifications. This Agreement may not be amended or modified

except as mutually agreed upon by the parties in a document that is reduced to writing, and
signed by both parties.

19. Notice. Any notice or other communication hereunder will be in writing, and hand-
delivered, sent via registered or certified mail, overnight courier, or confirmed facsimile
transmission and will be deemed provided, if, (a) hand-delivered, on the date of delivery,
(b) mailed, the date deposited, postage prepaid, in the United States mail, (c) sent by
overnight courier, one business day after delivery to such courier, or (d) sent by confirmed
facsimile, the day of transmission. Any notice or other communication will be addressed
as set forth below, or to such other address as any party will advise the others in writing:

If to the University: Chancellor, University of Colorado Boulder, 914 Broadway, 017 UCB,
Boulder, CO 80309.

HEAD COACH EMPLOYMENT AGREEMENT 18

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

with a copy to: Office of University Counsel, University of Colorado Boulder, 924 Broadway,
013 UCB, Boulder, CO 80309.

If to Athletics Department: Director of Intercollegiate Athletics, University of Colorado

Boulder, 368 UCB, Champions Center, Boulder, CO 80309.

with a copy to: Office of University Counsel, University of Colorado Boulder, 924 Broadway,
013 UCB, Boulder, CO 80309.
If to Payne: Department of Intercollegiate Athletics, 372 UCB Boulder, Colorado 80309-
0368
with a copy to: John Meadows, 2180 Norwood Ave Boulder, CO 80304

20. Consent to Jurisdiction and Venue. Any action brought under this Agreement shall
be brought only in the District Court of Boulder County, Colorado, or the United States
District Court for the District of Colorado in Denver, Colorado and each party waives the
right to seek a change of venue to any courts other than those courts.

(Remainder of this page left blank intentionally)

HEAD COACH EMPLOYMENT AGREEMENT 19

DocuSign Envelope ID: 40682A0E-84DA-4102-8DC8-0FCCBF923098

21. Approval by the Board of Regents, University, and Athletics. This Agreement shall
not be binding upon the University until it is approved by the Board of Regents and signed
by both the Director of Athletics and the Chancellor of the University of Colorado Boulder.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date set forth
above.

THE REGENTS OF THE UNIVERSITY

OF COLORADO, a body Corporate

By: ______________________ _______________________

Philip P. DiStefano Ali-Marie Payne
Chancellor
3/21/2018
Dated: 4/11/2018
___________________ Dated: _________________

Recommended:
3/21/2018
_________________________
Rick George
Athletics Director

Approved as to Legal Sufficiency: Approved as to Legal Sufficiency:

For The Regents of the For Ali-Marie Payne
University of Colorado

By: ______________________ By: _________________________

University Counsel

4/11/2018 3/21/2018
Dated: ____________________ Dated: _______________________

HEAD COACH EMPLOYMENT AGREEMENT 20