SETTLEMENT AGREEMENT AND RELEASE th. This Settlement Agreement and Release (‘AGREEMENT’) is entered into this 1B’ day of September, 2019, by and between Richard A. Pitino (‘Pitino’) and the University of Louisville Athletic Association, Inc. ("ULAA’), Pitino and ULAA are collectively referred to herein as the “Parties.” RECITALS WHEREAS, on November 30, 2017, Pitino filed a lawsuit styled Richard A. Pitino v. University of Louisville Athletic Association, Inc., Case No. 3:17-cv-722, in the United States District Court for the Western District of Kentucky, Louisville Division (the “Lawsuit’); WHEREAS, on December 13, 2017, ULAA filed counterclaims against Pitino in the Lawsuit; WHEREAS, the Parties desire to resolve the Lawsuit and any and all claims between them, subject to the terms and conditions herein NOW THEREFORE, in order to resolve the Lawsuit, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree to be legally bound by the following terms and conditions, which constitute full settlement of any and all claims between them: 1 Recitals: The Parties acknowledge that the “WHEREAS” clauses preceding Paragraph 1 are incorporated herein as material provisions in this AGREEMENT. Definitions: Throughout this AGREEMENT, the term the “ULAA” shall include the following: (A) The University of Louisville Athletic Association, Inc., and any subsidiary, affiliated entity, related entity, operating entity, division, officers, Board of Directors, and/or Board of Trustees of the University of Louisville Athletic Association, Inc. and the University of Louisville; and (8) Any current or former officer, director, trustee, agent, counsel, employee, or insurer of ULAA, whether in his or her individual capacity or in his or her capacity as an officer, director, trustee, agent, employee, or insurer of ULAA. Consideration: (A) Upon execution of this AGREEMENT, ULAA agrees that Pitino's personnel file shall (i) reflect that his employment with ULAA en result of a resignatio effective October 3, 2017; and (ii) include the Hee aan ereerarens Parties irithe form of the statement attached hereto as Exhibit 1 s their claims and counterclaims in the (B) The Parties agree to mutually dis LawsuitPitino’s Release of Claims Against ULAA: Upon execution of this AGREEMENT, Pitino, for himself and for each of his heirs, executors, administrators, and assigns, fully releases, acquits, and forever discharges ULAA (as defined in Paragraph 2 of this AGREEMENT) and each of its affliates, predecessors, successors, assigns, officers, directors, trustees, partners, employees, attomeys and agents, past and present, of and from any and all claims, liabilities, causes of action, damages, costs, attorneys’ fees, expenses, severance payments, and compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, that Pitino may now have, or has ever had, relating directly or indirectly to the Employment Contract, the Resignation, or the Lawsuit, Pitino, for himself and for each of his heirs, executors, administrators, and assigns, also hereby specifically waives and releases all claims he may have against ULAA (as defined in Paragraph 2 of this AGREEMENT) that arose prior to the date of this AGREEMENT, including but not limited to, any and all claims arising under federal, state, or local law or regulation, or any legal, equitable, or other claim whether arising out of any tort, contract (express or implied), public policy, wrongful discharge, or any other claim whatsoever, whether known or unknown, foreseen or unforeseen. Pitino represents and warrants that he has not and will not initiate any further legal action against ULAA related to any claims that arose prior to the date of this AGREEMENT related to his relationship with ULAA (as defined in Paragraph 2 of this AGREEMENT). ULAA’s Release of Claims Against Pitino: Upon execution of this AGREEMENT, ULAA (as defined in Paragraph 2 of this AGREEMENT) hereby fully releases, acquits, and forever discharges Pitino from any and all claims, liabilities, causes of action damages, costs, attorneys’ fees, expenses, and any monetary payments or other obligations whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, that ULAA may now have, or have ever had, relating directly or indirectly to the Employment Contract, the Resignation, or the Lawsuit; provided, however, that nothing herein shall in any way or any manner prevent or impede ULAA from taking any positions or asserting any defenses whatsoever to any NCAA investigation or enforcement action that may arise from or relate in any way to any facts oF circumstances identified or discovered in the Lawsuit. ULAA (as defined in Paragraph 2 of this AGREEMENT), for itself and for each of its predecessors, successors and assigns, officers, directors, trustees, partners, employees, attorneys and agents, past and present, also hereby specifically waive and release all claims they may have against Pitino that arose prior to the date of this AGREEMENT, including but not limited to, any and all claims arising under federal, state, or local law or regulation, or any legal, equitable, or other claim whether arising out of any tort, contract (express or implied), Public policy, or any other claim whatsoever, whether known or unknown, foreseen or unforeseen. ULAA (as defined in Paragraph 2 of this AGREEMENT) verifies that it has. ‘not and will not initiate any further legal action against Pitino related to any claims that arose prior to the date of this AGREEMENT related to its relationship with Pitino. Affirmations: Pitino represents and affirms that he has been paid for and/or received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due him under the Employment Contract. Pitino further represents and affirms that he understands that he shall receive no monetary consideration as a result of entering into this AGREEMENT.10. "1 12, Joint Stipulation of Dismissal: Within ten (10) days of the date of this AGREE! counsel for Pitino and counsel for ULAA shall ca rordin the Lawsuit a Joint Stipulation of Dismissal of the Parties’ claims and counterclaims pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)i), with each party to bear its own costs and ‘expenses, including attorneys’ fees, incurred in connection with the Lawsuit. Cooperation _in_Litiqation_and NCAA Investigations: In the event of any NCAA investigations or other litigation, Pitino and ULAA acknowledge and agree that they will fully cooperate with any investigation by NCAA Enforcement Staff and during any proceedings before the NCAA Committee on Tniractions,-the NCAM Infractions Appeals Committee, and/or the NCAA Independent Resolution Panel and that they shall not impede the other from asserting any identifiable positions and/or defenses in said matters. Furthermore, the parties agree to take reasonable steps to cooperate with each ‘other in any other litigation that may arise from or relate in any way to any facts or circumstances identified or discovered in the Lawsuit. Furthermore, Pitino agrees that ULAA representatives shall have the right to participate in any interview of Pitino by the NCAA in the event of any NCAA investigation of the University of Louisville. Non-Disclosure of ULAA Information: To the extent that Pitino possesses any of ULAA's non-public documents in any form, including but not limited to electronically stored documents, Pitino agrees as of the date of this AGREEMENT not to disclose, Publish, distribute, produce, or otherwise disseminate any such non-public-document currently iW Tis possession:—The Pasties strall continue to be bound by the Confidentiality Agreement agreed between them as part of the Lawsuit No Assignment: The Parties represent and warrant that no person other than the signatories hereto had or has any interest in the matters referred to in this AGREEMENT, that the Parties have the sole right and exclusive authority to execute this AGREEMENT, and that the Parties have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand or legal right that is the subject of this AGREEMENT. Governing Law and Jurisdiction: This AGREEMENT shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky without regard to its Conflict of laws provision. In the event Pitino or ULAA breach any provision of this AGREEMENT, any Party may institute an action seeking to specifically enforce any term or terms of this AGREEMENT in the United States District Court, Wester District of Kentucky, Louisville Division. The Parties agree that United States District Court, Western District of Kentucky, Louisville Division shall have exclusive jurisdiction over any action arising out of or relating to this AGREEMENT and Pitino hereby consents to Jurisdiction over him in Kentucky and waives all defenses of personal jurisdiction, venue and forum nonconveniens to any such action in the United States District Court, Western District of Kentucky, Louisville Division. Conditions: The Parties agree that any Party found to have breached any provision or obligation under this AGREEMENT by a court of competent jurisdiction shall be responsible to pay all actual damages (including, but not limited to, litigation costs, expenses, and reasonable attorneys’ fees) incurred as a result of any such breach and any such litigation concerning the breach.13, 14, 16 16. 17, 18, 19, 20. 21 No Admission of Liability: The Parties agree that neither this AGREEMENT nor the furnishing of the consideration for this AGREEMENT shall be deemed or construed at any time for any purpose as an admission by ULAA or Pitino of any liability or unlawful ‘conduct of any kind. The Parties enter into this AGREEMENT to avoid the expenses and uncertainty associated with Itigation. Headings: The headings of the provisions herein are intended for convenient reference only, and the same shall not be, nor be deemed to be, interpretative of the contents of such provision: Modification of Agreement: This AGREEMENT may not be amended, revoked, changed, or modified in any way, except in writing executed by all Parties and approved by the ULAA Board of Directors. No waiver of any provision of this AGREEMENT will be valid unless it is in writing and duly signed and approved by the Party against whom such waiver is charged. Interpretation: The language of all parts of this AGREEMENT shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the Parties. This AGREEMENT has been negotiated by and between attorneys for the Parties and shall not be construed against any Party as the “drafter” of the AGREEMENT. Severability: The Parties explicitly acknowledge and agree that the provisions of this AGREEMENT are both reasonable and enforceable, However, if any portion or provision of this AGREEMENT (including, without implication or limitation, any portion or provision of any section of this AGREEMENT) is determined to be illegal, invalid, or unenforceable by any court of competent jurisdiction and cannot be modified to be legal, valid, or enforceable, the remainder of this AGREEMENT shall not be affected by such determination and shall be valid and enforceable to the fullest extent permitted by law, and said illegal, invalid, or unenforceable portion or provision shall be deemed not to be @ part of this AGREEMENT. Binding Nature of Agreement: This AGREEMENT shall be binding upon each of the Parties and upon their respective heirs, administrators, representatives, executors, Successors, and assigns, and shall inure to the benefit of each Party and to their respective heirs, administrators, executors, successors, and assigns. Entire Agreement: This AGREEMENT sets forth the entire AGREEMENT between the Parties hereto, fully supersedes any prior obligation of ULAA to Pitino, and fully supersedes any prior obligation of Pitino to ULAA. The Parties acknowledge that they have not relied on any representations, promises, or agreements of any kind made to them in connection with their respective decision(s) to accept this AGREEMENT, except for those set forth in this AGREEMENT. Selective Enforcement: The Parties agree that the failure of any Party to enforce or exercise any right, condition, term, or provision of this AGREEMENT shall not be construed as or deemed a relinquishment or waiver thereof, and the same shall continue in full force and effect. Notice Requirements: Each notice (‘Notice’) provided for under this AGREEMENT, ‘must comply with the requirements as set forth in this paragraph. Each Notice shall be 422. 23. in writing and sent by facsimile or depositing it with a nationally recognized overnight courier service that obtains receipts (such as Federal Express or UPS Next Day Air), addressed to the appropriate Party (and marked to a particular individuals attention, if 80 indicated) as hereinafter provided. Each Notice shall be effective at the time of facsimile receipt or two business days after being deposited with a nationally recognized overnight courier services. Any Party shall have the right from time to time to change the address or individual's attention to which notices to it shall be sent by giving to the other Party at least ten (10) days prior Notice thereof. The Parties’ addresses for providing Notices hereunder shall be as follows: University of Louisville Athletic Association, inc. clo Donna King Perry, Esq. Dinsmore & Shohl LLP 101 South Fifth Street, Suite 2500 Louisville, Kentucky 40202 Telephone: (502) 581-8000 Richard A. Pitino clo Kurt A. Scharfenberger, Esq The Scharfenberger Law Office 800 Kentucky Home Life Building 239 South Fifth Street Louisville, Kentucky 40202 Telephone: (502) 561-0777 Authority: The Parties hereby represent and warrant that they are authorized, individually and through their undersigned representatives, to execute the AGREEMENT. Signatures: This AGREEMENT may be executed in counterparts, including by electronic signature or facsimile, each of which shall be deemed an original and which taken together shall construe and constitute one and the same instrument. [SIGNATURES TO FOLLOW ON NEXT PAGE] [SUBJECT TO APPROPRIATE APPROVAL OF ULAA BOARD OF DIRECTORS]ACCEPTED AND AGREED: 7 x At Ae Xa bau! AC CHR oalinli9 RICHARD A, PITINO Date By: Kis a dhelig THE UNIVERSITY OF" UISVILLE ATHLETIC INC. ASSOCIATION,FOR IMMEDIATE RELEASE September __, 2019 Joint Statement by the University of Louisville and former Head Basketball Coach Richard A. Pitino Successful Resolution to the Dispute Agreed to by all Parties LOUISVILLE, KY ~ September__, 2019 — For 17 years, Coach Pitino’ ran a program that combined excellence on the court with a commitment to the program's student athletes, their academic achievement, and their futures in and out of basketball. Nevertheless, there were NCAA infractions during his term which led to serious consequences for the University Although these infractions may not have occurred at Coach Pitino's direction or with his knowledge, the problems leading to the NCAA infractions happened under his leadership. We thank Coach Pitino for his years of service to the University of Louisville basketball program and wish him well. Coach Pitino and the University of Louisville have mutually agreed to dismiss their legal claims against each other, designate his departure as a resignation, and move forward. Exhibit 1 15404588.1