Russell Brands and Nike contracts

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nuss•LL ATHI..TIC. SPONSORSHIP AGREEMENT

This Agreement made and entered into this 22 day of May, 2012, by and between Russell Brands, LLC , Russell Athletic Division, a Delaware limited liability company having an office at One Fruit of the Loom Drive, Bowling Green Kentucky, 42103 ("Russell"), and Univenity of North Alabama, with its principal office at Hal Self Athletic Annex, Champions Way, Florence, AL (the ''University").

WHEREAS, Russell is a major manufacturer and supplier of athletic apparel and uniforms to colleges and universities in the United States; and WHEREAS, Russell and the University desire to enter into an agreement whereby Russell shall be the exclusive supplier of certain apparel, uniforms, balls and equipment for the University (the "Russell Product") in exchange for certain sponsorship rights from the University (the "Sponsorship Rights") all as more completely set forth herein.

NOW THEREFORE, in consideration of the covenants and obligations contained herein and other good and valuable consideration in hand paid, the receipt and sufficiency of which is hereby acknowledged, the parties for hereby agree as follows: l.

Term. This Agreement shall commence upon the date of execution hereof

by Russell and shall continue for a term expiring on June 30, 2017. Either party may terminate this Agreement upon thirty (30) days written notice should the other party breach any of its obligations hereunder and fail to cure such breach within said thirty (30) day period. In the event of such termination upon a breach by the University, in addition to any other remedies Russell may have at law or in equity, Russell shall be entitled to recover from the University any monetary sponsorship investment paid, including without limitation, the costs of all Russell Product provided, as of the effective date of termination and shall be relieved of any further obligations under this Agreement as of the date of such termination.

2.

Russell Supply Obligations. In consideration of the sponsorship rights to be granted to Russell as provided herein, Russell (or Russell's dealer) shall provide the following to the University: a) the following product credits valued at retail prices, as they may exist from time to time, on team apparel and product described on Exhibit A: • 2012-2013 $25,000 • 2013-2014 $50,000* • 2014-2015 $50,000* • 2015-2016 $55,000* • 2016-2017 $60,000* *Permitting NCAA Timeline stays intact, will stay at current product credit of year one (2012-2013) until timeline is matched year. b) through its dealer Russell shall sell all other Russell Product required by the University at 40% off the then current catalog list price for year one (2012-2013).

c) for years 2-5 Russell shall sell all other Russell Product requited by the University at 50% off the then current catalog list price. d) $2,500 for school campus activation each year.

(In order to ensure timely delivery ofteam uniforms, orders must be placed by the deadlines set fbrthon Exhibit B.) Russell shall also provide, as a credit valued at retail prices, the performance incentives set forth on Exhibit C.

3.

The Univenity Obligations. In consideration of the product supply arrangements set forth in Paragraph 2 hereo~ the University shall be obligated to the following: (a)

The University shall provide the Sponsorship Rights to Russell as set forth on Exhibit D hereto.

(b)

In conjunction with the Sponsorship Rights, Russell shall be designated as the "Official Apparel and Uniform Provider of the Univenity of North Alabama."

(c)

The University shall cause its coaches to wear the Russell Product exclusively during all intercollegiate games, practices, clinics, camps and other official sports-related activities on behalf of the University.

(d)

The University shall cause its athletic teams to use and wear exclusively Russell game and practice apparel and accessories as listed on Exhibit A hereto during all intercollegiate games, practices, clinics, camps and other official sports-related activities on behalfofthe University.

(e)

The University agrees to purchase its athletic apparel requirements from Russell (or Russell's dealer) at using the credits or at the discounted prices set forth above.

4.

Use of Looos. (a) The University hereby agrees that any usage of the logos or trademarks of Russell shall be subject to the prior written approval of Russell and that Russell shall have the right to design any and all usages of its logos or trademarks in conjunction with the Sponsorship Rights provided for herein. (b) The University agrees that Russell may place its logo on any apparel or other Product provided to the University as long as the logo's size, appearance and placement meets applicable NCAA rules and requirements; furthermore, the University agrees that it will not remove, deface, damage or conceal any Russell logo placed on any Russell Product or other Product provided that it is placed in conformity with NCAA rules and regulations. Russell agrees to display the University's logo in catalogs and

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marketing materials and at trade shows, where and when Russell deems such inclusion to be appropriate and the University hereby agrees to such use.

4.

Notice. Any notice to either party under this Agreement shaH be effective if sent by certified mail, return receipt requested, to the respective parties at the following addresses: If to the University:

University ofNorth Alabama Athletics Attn: Mark Linder Hal Self Athletic Annex Champions Way Florence, AL 35632

Ifto Russell:

Russell Athletic Attn: Manager, Team Sports Contract One Fruit of the Loom Drive Bowling Green, Kentucky 421 03

A copy of all notices to Russell shall be sent to Legal Department at 1225 Lee Street, Alexander City the same address and shall be required for notice to RusseU to be effective hereunder. Either party may change its address for notice by providing written notice of such change to the other party.

5.

Waiver. The failure of either party at any time to demand strict performance by the other of any of the terms and conditions of this Agreement shall not be construed as a continuing waiver and either party may at any time demand strict and complete performance by the other of said terms and conditions.

6.

Absence of Third Partv Beneficiary Rights. No provision of this Agreement is intended, nor will be interpreted, to provide or to create any third party beneficiary rights or any other rights of any kind in any third party unless specifically provided herein, and, except as so provided, all provisions hereof will be personal solely between the parties to this Agreement.

7.

Entire Agreement. This Agreement sets fOrth the entire understanding and agreement of the parties relating to the subject matter hereof and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights hereunder shall be effective unless set furth in writing and signed by both parties.

8.

Paragraph Headings. Paragraph headings are provided fur convenient reference only and are not to be construed or considered to have any weight with regard to the substantive provisions of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

UNIVERSITY OF NORTH ALABAMA

RUSSELL BRANDS, LLC, RUSSELL ATHLETIC DIVISION

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Executive Vice President

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RusseU Team Apparel and Product l)

All game apparel fur baseball, men's and women's basketball, cross country, football, softball, golf. tennis and volleyball.

2)

All practice apparel for baseball, men's and women's basketball, cross country, football, softball, men's and women's golf: men's and women's tennis, men'sand women's soccer, cheerleading, dance and volleyball.

3)

All travel apparel for baseball, men'sand women's basketball, cross country, fuotball, softball, men's and women's golf, men's and women's tennis, men'sand women's soccer, cheerleading, dance and volleyball.

4)

All workout apparel for baseball, men's and women's basketball, cross country, football, softball, men's and women's golf, men's and women's tennis, men'sand women's soccer, cheerleading, dance and volleyball.

5)

All sideline apparel and headwear for team coaches and sideline personnel including regular season and postseason play for baseball, men's and women's basketball, cross country, football, softball, men's and women's golf, men'sand women's tennis, men's and women's soccer, cbeerleading, dance and volleyball.

6)

All active wear as offered by Russell Athletic including t-shirts, sweatshirts, sport-shirts and fleece apparel

7)

All sports medicine and protective equipment (as available by Bike) for all sports (to be evaluated by the staft)

8)

All inflatable's and baseballs (as available by Spalding). All Softballs (as available by Dudley) (NCAA Rules exception will be only exception) If NCAA ball is used the allotment of free product for that sport will be deducted from VIK with no substitute.

Apparel above included, but is not limited to: â&#x20AC;˘ Jerseys + Pants or shorts + Warm-up tops or bottoms + Undershirts + Performance undergarments. such as compression shorts and tight fitting wtdershirts and supports bra (usually constructed of moisture management fabric) â&#x20AC;˘ Socks + Wristbands + Headwear (caps)

NOTE: All products covered in this agreement assume that a Division of Russell Corporation can supply the requested product category or will find a mutually agreeable source for a Russell Branded solution.

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EXHIBIT B Order Deadlines

FOOTBALL- Game uniforms must be order not later than February 1st, year one (1) exception BASKETBALL - Game uniforms must be order not later than May I st SPRING BASEBALL - Game uniforms must be order not later than October I st FALL BASEBALL- Game uniforms must be order not later than February I st SPRING SOFTBALL - Game uniforms must be order not later than October 1st FALL SOFTBALL- Game uniforms must be order not later than February I st FALL VOLLEYBALL - Game uniforms must be order not later than February I st, year one ( l) exception

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EXHIBITD Sponsorship Rights 1) Right to at least one photo shoot per year with head coaches.

2) Press or sideline credentials at any home game for Russell Photographer.

3) Sideline Pass at home games for a Russell promo/marketing person.

4) 4 Tickets upon request for home athletic matches and one parking pass.

5) Banner or signage placement in all practice, game and other athletic

facilities.

6) Right to one request for a speaking engagement for head coaches.

(Expenses will be covered by Russell) 7) First right of refusal for any apparel promotions held at home games.

8) Right to assistance by the athletic department in coordinating a meeting with UNA's Bookstore and use of''Official Uniform and Apparel Supplier of UNA Athletics".

9) Right to negotiate a new contract in the last quarter of year four of the current contract.

10) Host a Spalding glove day for baseball and softball for product development.

11) Licensed sales to be focused on at all athletic events with a goal of 60% sold to be Russell, exclusive right of sideline, t-shirts, and fleece.

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Nike/Universitv o{North Alabama Athletics Purchase Order Tills purchase order confirms the relationship between Nike and Universitv o{North Alabama.

Length o{Purchase Order:

3 Years- 2009/2010, 2010/2011, and 2011/2012

Terms ofPurchase Order: If at the end of the third Year, University o{North Alabama is presented with an offer from another company, University o{North Alabama shall allow Nike a right to match that other company' s offer.

During the terms of purchase order, University o{North A labama agrees to: • endorse and wear only Nike (no competitive brands) uniforms, game day apparel, and athletic footwear.

• require University ofNorth A labama athletic teams to wear Nike Game Day Apparel, Team Uniforms and Athletic Footwear.

Nike has the right to terminate purchase order if University o{North A labama athletic teams do not wear Nike Unifonns, Game Day Apparel and/or Athletic Footwear.

• purchase new Nike uniforms for their respective teams during the normal scheduling cycle for new uniforms. It will not be mandatory for University o{North Alabama to purchase all new Nike uniforms in year one.

During the term of purchase order Nike agrees to: • Provide $5000 in the form of free Nike product, valued at retail, for all Nike purchases made through Olympia Sporting Goods per year by all athletic teams excluding Football, Men's & Women's Basketball, and Volleyball. Nike Team Sales will provide a list of eligible items that Athletics can choose from for their free product allowance. (Complimentary Nike merchandise is unlettered. The cost of lettering will be up to the discretion of Olympia Sporting Goods.)

• Provide Football program with $5000 in free Nike product, valued at retail, for all Nike purchases made through Olympia Sporting Goods per year. Nike Team Sales will provide a list of eligible items that Athletics can choose from for their free product allowance. (Complimentary Nike merchandise is unlettered. The cost of lettering will be up to the discretion of Olvmpia Sporting Goods.)

• Men's Basketball will receive from Sports Marketing 15 pairs of basketball shoes, 15 bags and 5 travel warm-ups.

• Provide Women's Basketball and Women's Volleyball with $1000 each of free Nike product, valued at retail, for all Nike purchases made through Olympia Sporting Goods per year.

Pricing Nike and University o{North Alabama agree upon the below pricing for the length of the purchase order. This pricing is contingent upon University o{North Alabama buying product from Nike authorized dealer, Olympia Sporting Goods, as long as dealer is in good standing with Nike Team Sports.

Apparel (non embellished) 40% off of retail pricing

Footwear/Equipment 35% off of retail pricing

Note: Custom and Modified uniforms and sideline exclusive pricing will have to be priced out on a case by case basis and pricing is based on purchases made through the Nike Team Sports catalogs.

Signatures University ofNorth Alabama

Nike Team Sports

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