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CLE @ PNC PARKNegotiating a Professional Athlete Contract

PBI No. 2015 – 8782

CLE @ PNC PARKNegotiating a Professional Athlete Contract

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PBI is dedicated to excellence in continuing legal education and aims to provide a comprehensive curriculum of post-admission studies under competent instructors with course materials of immediate and continuing use in practice. PENNSYLVANIA BAR INSTITUTE 5080 RITTER ROAD MECHANICSBURG, PENNSYLVANIA 17055-6903 800/932-4637 OR 717/796-0804 E-MAIL: [email protected] WEBSITE: http://www.pbi.org

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P e n n s y l v a n i a B a r i n s t i t u t e

Board of Directorsmay 2014–2015

Officers

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secretary: Gail P. Granoff, Philadelphia

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PasT PresidenTs (hOnOrary direcTOrs)

direcTOrs

Norris E. Benns, Jr.Philadelphia

Hon. Mark I. BernsteinPhiladelphia

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Hon. Maureen E. Lally-Green

Pittsburgh

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execuTiVe direcTOr

Richard L. McCoy5080 Ritter Road, Mechanicsburg, PA 17055717-620-6285 or 800-932-4637 ext. [email protected]

Hon. Robert SimpsonNazareth

Donald F. Smith, Jr.Reading

Rhodia D. ThomasHarrisburg

Kathleen D. WilkinsonPhiladelphia

Brett M. WoodburnHarrisburg

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Foreword

This course manual will give you valuable information on representing athletes. From the NFLto the NHL, players need contracts and this publication will show you how to negotiate thosecontracts and the nuances of working with professional athletes.

We are especially grateful to our Course Planners Ralph E. Cindrich, Esq. & Matthew D. Vaughn,Esq., from Cindrich & Associates, Carnegie for recruiting an outstanding faculty for theprogram. Each faculty member has devoted significant time and effort developing the courseand preparing written materials. All of them are described in the biographical section thatfollows.

On behalf of all who will benefit from this program we express our sincere gratitude to all of ourvolunteers.

Pennsylvania Bar InstituteHon. Mark A. Kearney, PresidentJulie A. George, Program Manager

April 2015

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Biographies

COURSE PLANNER

Ralph E. Cindrich, Esq.

Mr. Cindrich is a Martindale Hubbell AV Preeminent 5.0 out of 5 Peer Review Rated Attorneyand recipient of the Legal Intelligencer’s Lifetime Achievement Award. He is in the Pa. Hall ofFame and WPIAL Hall of Fame in both football and wrestling. While at the University ofPittsburgh, he was a two time All-American and All-East in football (1969, 1971) and the EasternChampion and an All American in wrestling. He was a 5th round NFL draft choice and playedprofessional football with the Houston Oilers and the New England Patriots for four years. Hislegal experience includes business law, murder trials, and Tax Court litigation. He is also anexpert witness, retained in such notable cases as OJ McDuffie, Kory Stringer, and the DavidGriggs death case. He taught ABA accredited summer sports law programs for two years inFlorence, Italy and one year in Switzerland. Mr. Cindrich has twice been named “100 MostPowerful in Sports” by Sporting News, and listed among the Top NFL agents by Pro FootballWeekly and USA Today.

Matthew D. Vaughn, Esq.

Mr. Vaughn is an attorney with Cindrich & Associates and Cindrich & Company. His legalexperience with Cindrich & Associates includes Family Law, Wills & Estate, Oil & Gas, PersonalInjury and Workers Compensation. For Cindrich & Company, he advises NFL players on legalissues, assists in placing players with NFL teams, and in the negotiation of professional footballcontracts as well as marketing deals. Mr. Miller is also the solicitor for the West HomesteadBorough Zoning Board. He graduated from American University Washington College of Law in2002. While attending American University he clerked for the U.S. Department of CommerceOffice of Chief Counsel for Import Administration and the U.S. Chamber of Commerce Institutefor Legal Reform in addition to representing taxpayers before the IRS in conjunction withAmerican University’s Federal Tax Clinic. He graduated from Penn State University in 1999 witha B.A. in International Politics and a minor in History.

FACULTY

Edwin L. Edwards, Jr., Esq.

Eddie Edwards is a member of the Business & Securities Group at Dinsmore & Shohl LLP, andfocuses his practice on general corporate and securities law. Mr. Edwards assists his clients withthe formation of corporate entities and counsels them in corporate governance issues. He alsohas unique experience in the sports industry, primarily advising players from the NationalFootball League with contract negotiations, litigation, and client counseling. Mr. Edwards

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received his B.A in 1995 from Pennsylvania State University and his J.D. in 2001 fromUniversity of Pittsburgh School of Law.

Josh Miller

Mr. Miller is currently a radio host for 93.7 the Fan and a host of “A Day in The Life” appearingon Root Sports Pittsburgh. He attended East Brunswick High School in East BrunswickTownship, New Jersey, where he was an All-State pick in football (playing wide receiver, inaddition to handling the duties of punting where he still holds some career records) and track(as a high jumper), as well as playing guard in basketball. Mr. Miller attended ScottsdaleCommunity College for two years and was a letterman in football with the Fighting Artichokes.He was a two-time All-Western State Football League pick at punter. Miller transferred to theUniversity of Arizona and was a two-year letterman in football. He was an All-Pacific TenConference selection and an All-America selection as a senior. Mr. Miller then went on to play inthe NFL for the Pittsburgh Steelers from 1996 – 2004, and then the New England Patriots andTennessee Titans until he retired after 13 years in the National Football League in 2008.

Stephen Reich, Esq.

Mr. Reich is a licensed NHLPA Certified Agent whose primary responsibility is contractnegotiations for O2K as a Senior Contract Advisor. He began representing professional athletesin 1987. From 1993 to 2000 Mr. Reich was the President of RBRT Sports Group, one of thelargest hockey representation groups in the world. While there he represented such athletes asHall of Famer Mario Lemieux, Ron Francis, Chris Chelios, Tom Barrasso, Luc Robitaille, KevinStevens, Scott Gomez, Brad Stuart and dozens of other outstanding players. In 2001, he foundedReich Publishing & Marketing (ReichPM), where he continued to represent Mario Lemieux, RonFrancis, and dozens of other NHL and NFL players to promote and manage their marketing,licensing, foundations, and endorsement opportunities. Some of the companies that ReichPMhave secured marketing and endorsement contracts with are: Bayer/GlaxoSmithKline (Levitra),Nike, The Hockey Company, Microsoft, EA Sports, The Home Depot, Kellogg's, Campbell's,Sam's Club, Be A Player Trading Cards, Steiner Sports, Panini, and Upper Deck. Mr. Reich is aBoard Member for The Mario Lemieux Foundation, and the St. Clair Hospital Foundation. Hegraduated from Bucknell University, earned his J.D. from the University of Pittsburgh LawSchool and entered the world of athlete representation shortly thereafter. Mr. Reich is a licensedattorney and is certified by the Pennsylvania Bar Association.

Jay K. Reisinger, Esq.

Mr. Reisinger is a partner at the law firm of Farrell & Reisinger, LLC and manages the sports lawpractice of the firm. His sports law practice includes representation of professional athletes andcertified agents in salary arbitration proceedings, contract analysis and negotiation strategy. Mr.Reisinger also represents numerous athletes in performance enhancing substance/drug appealsand other disciplinary matters in MLB, the NFL, the NHL, and the NBA. Additionally, herepresents both players and agents in fee dispute matters. Mr. Reisinger also represents NCAAand other amateur athletes in eligibility and related matters. He has represented professionalathletes in Congressional investigations related to performance enhancing substances. Mr.Reisinger's clients have included former Chicago Cubs star Sammy Sosa, New York Yankeespitcher Andy Pettitte, and New York Yankees 3rd basemen Alex Rodriguez.

Peter Vuckovich Jr., Esq.

As Assistant Vice President and Relationship Manager at PNC Wealth Management, PeteVuckovich leads a team of experienced professionals in delivering tailored financial planning

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and investment solutions, customized banking and credit services, and long-term wealthpreservation strategies for high-net-worth and emerging-affluent clients. Mr. Vuckovich joinedPNC Wealth Management in April 2009. Prior to joining PNC, he played professional baseballin the Chicago White Sox organization. He later served as an Advisor with Cindrich & Company,predecessor to DeBartolo Sports Management. In his role, Mr. Vuckovich provided advisoryservices to professional athletes, in addition to securing endorsement and sponsorshipopportunities. Mr. Vuckovich holds a Bachelor of Science degree from Clarion University ofPennsylvania and a Juris Doctor degree from the Duquesne University School of Law. He holdsFINRA Series 7 and 66 licenses along with an Executive Certificate in Financial Planning fromDuquesne University.

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Summary of ContentsSee also Table of Contents beginning on page 11.

Chapter OneNegotiating an NFL Player Contract....................................................................................... 1


Chapter TwoContract Negotiations in Professional Hockey..................................................................37

Stephen Reich, Esq.

Chapter ThreeBalancing Legal Ethics in a 24/7 Media World ..................................................................77


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Table of ContentsSee also Summary of Contents beginning on page 9.

Chapter OneNegotiating an NFL Player Contract....................................................................................... 1


For all Clients .............................................................................................................. 3

Particularly for Rookie Clients .................................................................................... 3

Negotiating in General ................................................................................................ 3

Appendices........................................................................................................................7Appendix A: Player Schedule - NFL Combine..................................................................................7Appendix B: Standard Representation Agreement with Directions............................................11Appendix C: Strief-Saints 2014-18 Agreement...............................................................................23

Chapter TwoContract Negotiations in Professional Hockey..................................................................37

Stephen Reich, Esq.

Overview.................................................................................................................... 39

Definitions................................................................................................................. 39

Context ...................................................................................................................... 39

Major Junior Player who signs at age 20 .................................................................. 39

College Player who signs at age 22............................................................................ 40

Appendices: Select NHLPA Regulations................................................................ 43

Chapter ThreeBalancing Legal Ethics in a 24/7 Media World ..................................................................77


Chapter One

Negotiating an NFL Player Contract

Ralph E. Cindrich, Esq.Cindrich & AssociatesCarnegie

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RALPH CINDRICH - NEGOTIATING AN NFL PLAYER CONTRACT

Every player’s contract situation is unique, but there are general principles that we apply in thenegotiation process:

For All Clients:

1. Review the strategy and objectives with your client and any advisors or family members he instructsyou to keep involved.

2. Keep the client (and whomever he tells you to include) informed at all times.

3. Consider the structure and timing of Signing Bonus, Roster Bonus, and Option

Bonus payments to maximize tax and interest benefits.

4. Consider the contract length that will allow the player to take advantage of Free

Agency as soon as possible, yet still obtain the highest Signing Bonus.

5. Consider implementing Voidable years and Option/Buyback provisions.

6. Consider NLTBE (Not Likely To Be Earned) incentives as a way of easing salary cap issues (Anyamount that is not guaranteed should be higher than a guaranteed amount, because there is a risk inaccepting it, and there must be a reward for that risk).

7. Pay attention to external factors….public pressure on the team, negative press directed at the team, etc.

Particularly for Rookie Clients:

1. Compare the contracts of the players who were picked in and around the client’s slot last year. (Studyyour slot, four or five above and below).

2. Track signings that surround you in the current year.

3. Pay attention to team draft history and timing. You can get more guaranteed money by knowing theteam’s tendencies and moving quickly to exploit them.

Negotiating In General

1. The general rule is the place and setting of bargaining may influence outcome. The common belief is

that power is in your own place. My position is that it’s just not practical or true.

2. The second general rule or common theory is always negotiate in person. This, likewise, is not

always practical, depending upon the industry. Likewise, outrageous demands can sometimes be

made over the phone much easier than in person.

3. Preparation is of paramount importance. This is the most important part of negotiations: obtaining

facts.

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4. Focus on the interests, not on positions or what the parties want. The interests of the party can only

be obtained by asking pointed questions.

5. Question of whether you should ever have your clients involved in the negotiations. Parties involved

in the negotiations – don’t have them involved. That’s why you’re hired-to go through all the

aggravation and no one represents themselves well in their own negotiations as a general rule.

6. In hard line positioning bargaining, it’s either all win or a total loss. Keep in mind duty to client.

7. Getting naked is another way of paraphrasing brainstorming. The ability to sit down with another

person and to explore all options without criticizing. Trust. The key is to make a small deal first.

8. Killer instinct. The ability to close the deal. Or take advantage of a weak position of the party. When

a transaction is ripe to be closed, particularly early on in the negotiations, there has to be an ability to

close the deal. Easy negotiations early on could turn extremely difficult. Be a bear, be a bull, not a

pig.

9. Covering up. Confirm favorable agreements. Never be embarrassed to require that it be put in

writing. Do not trust oral agreements or memories. Always draft your own contract first. Confirm in

writing points that are likely to be disputed with honorable people. With dishonorable, it does not

matter. Require them to contact you immediately by telephone and in writing if there is anything that

is anyway misrepresented or not correct.

10. Planning and information needs. Do you have what you need? Is it documented or are they bluffing?

If you have it, let them demonstrate it is not trustworthy.

11. Arguments. Only use two or three strong ones. If you use more, the opponent will concentrate on the

weak one.

12. With your own client, quickly diffuse unrealistic expectations.

13. Deadlines. Avoid giving them an ultimatum, but always take them seriously if given from the other

side. You can suggest time requirements that are needed.

14. Prepare your own case and its theory. Anticipate contrary theories. Know before the first

conversation where you want to go. Sometimes use first conversation to get an idea of the other side.

Know in advance your bottom line and whether your client is willing to go for it. Know your walk

away number.

15. Never negotiate with little time or in a pressured situation. Always say no when you don’t have time

to think.

16. Never give a concession. Trade it.

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17. Leave the other person feeling good about the job that he or she has done. Jimmy Johnson/Senior

Bowl.

18. Watch for danger phrases like, “a few small details” or “one little point”, or “it’s in your best

interests”.

19. When attacked, it can be absorbed by taking notes, silence, asking questions, or responding to the

attack in a humorous manner, “I’ve heard it all before, I am married, you know”.

20. Respect the other party’s domain. Don’t move onto the person’s desk, grab the phone, or come

around to the backside of the desk where he/she is sitting unless permission is requested.

21. Tremendous power in the use of apologies.

22. Silence. It can be deafening. There’s a certain time period to just keep quiet.

23. Authority. Always know who is in charge and ascertain whether the party you’re negotiating with

can make the deal. You always need to know this-remove to the higher authority at the beginning or

refuse to go on.

24. Mental toughness/physical shape. Mental toughness is analogous to mental grappling. Also, long

negotiations can be physically demanding.

25. Ethics are extremely important. It is extremely difficult to change a written offer. An oral position

can be easily forgotten or supplemented.

26. There are times when you do not go for the jugular vein. You beat up champions, not the weak or

poor.

27. Perception. Create the scenario you want to take place. Always with honesty and in a straight

forward manner. Look for hidden personal issues. Have patience to wait for a story.

28. Experienced negotiators make fewer counterproposals. Make sure all is included in the

counterproposal.

29. Always concentrate on your opponent’s weaker arguments.

30. Use the party’s name and be aware of body language. The eyes of the person. The hands whether

they are moving fast or are crossed. Watch for different tics.

31. Words are extremely important, especially on the telephone. The other side, “I don’t think I can go

there on the contract. I immediately seize on “think”. The other side has room.

32. Watch for bad tactics on the other party’s part, with conditions of negotiating being too loud, too hot,

in the sun, noisy, the party’s position behind you, etc. Counter by asking why you are put in that

5

position. Late night calls, particularly to party in different time zones can cause that party to be up all

night.

33. Negotiating face to face. Avoid two on one. Never get separated from your client at any time.

34. Misrepresentations. You don’t need to tell that person that he or she is a liar. The toughest

negotiations are when you’re dealing with a snake.

35. Be aware of good guy/bad guy negotiations.

36. If you have a game plan make an opening offer. If you don’t have a game plan, preferable to get the

other side to make the opening offer.

37. Step Progression works in some businesses-break problem down to subparts and mix and match. Not

so much for me in this business.

38. Slowdown is always a CAREFUL. In free agency, this is trouble. Other parties using you for another

deal. Solution is deadline.

39. Nibbling – a little more after all is agreed to only comes from individuals with no class or couth.

40. The classic Hot Potato – they give you their problem, i.e. we can only spend $5,000,000. You’re

there because they want your client. Know and sell your client.

41. Impasse – not deadline. An impasse is…we will never agree to something. The solution is to reach a

small deal-set it aside for a minute and resolve other smaller issues.

42. First offer – never jump at it unless you’re absolutely sure the other side is whacked out or just like a

dog in heat. Go through the process.

43. Mistakes –note immediately. Straight up. Get over it. Retract.

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Chapter One

Appendix APlayer Schedule – NFL Combine

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PLAYER SCHEDULE - NFL COMBINE – INDIANAPOLIS

PLAYERS’ SCHEDULEHere's a look at the four-day schedule that players typically endure during their tripto Indianapolis:

Day 1

• Arrive and register• Pre-examination and X-rays at hospital• Orientation• NFL team interviews

Day 2

• Physical measurements (height, weight, arm length and hand span)• Injury evaluation• Media interviews• NFL team interviews

Day 3

• NFLPA Meeting• Psychological testing (Wonderlic Test)• Bench Press• NFL team interviews

Day 4

• Workout, which will include all or some of the following elements: 40-yard dash;three-cone drill; broad jump; vertical leap; 20-yard shuttle; 60-yard shuttle;position-specific drills

• Departure

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Chapter One

Appendix BStandard Representation Agreement with Directions

Reprinted with permission of the National Football League Players Association.

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II II NFL PLAYERS NFL PLAYERS ASSOCIATION STANDARD REPRESENTATION AGREEMENT ASSOCIATION

This AGREEMENT made this ___ day of -------· 20 __ . by and between (hereinafter "Player") and ____________________ (hereinafter "Contract Advisor") WITNESSETH:

ln consideration of the mutual promises hereinafter made by each to the other. Player and Contract Advisor agree as fo llows:

1. General Principles This Agreement is entered into pursuant to and in accordance wi th the National Football League Players Association (hereinafter "NFLPA"l Regulations Governing Contract Advisors (hereinafter the "Regulations") effective September 9. 2011. and as amended thereafter from time to time. 2. Representations Contract Advisor represents that in advance of executing this Agreement. he/she has been duly certified as a Contract Advisor by the NFLPA. Player acknowledges that the NFLPA Certification of the Contract Advisor is neither a recommendation of the Contract Advisor. nor a warranty by NFLPA of the Contract Advisor's competence, honesty. ski lls or qualifications. Contract Advisor hereby discloses that he/she (check one): [ J represents or has represented; [ I does not represent and has not represented NFL management personnel, any NFL coaches, other professional football league coaches, or college football coaches in matters pertaining to their employment by or association with any NFL Club, other professional football league club or college. lf Contract Advisor responds in the affirmative, Contract Advisor must attach a properly completed and signed SRA Coaches and NFL Personnel Disclosure Form (Appendix G of the Regulations).

3. Contract Services Player hereby retains Contract Advisor to represent. advise. counsel. and assist Player in the negotiation. execution. and enforcement of his playing contract(s) in the National Football League. In performing these services. Contract Advisor acknowledges that he/she is acting in a fiduciary capacity on behalf of Player and agrees to act in such manner as to protect the be;t interests of Player and assure effective representation of Player in individual contract negotiations with NFL Clubs. Contract Advisor shall be the exclusive representative for the purpose of negotiating player contracts for Player. However. Contract Advisor shall not have the authori ty to bind or commit Playerto enter into any contract without actual execution thereof by Player. Once Player agrees to and executes his player contract. Contract Advisor agrees to also sign the player contract and send a copy (by facsimile or overnight mail) to the NFLPA and the NFL Club wi th in 48 hours of execution by Player. Player and Contract Advisor (check one): [ I have [ I have not entered into agreements or contracts relating to services other than the individual negotiating services described in this Paragraph (e.g. financial advice, tax preparation). lf the parties have, complete 3(A) and 3(B) below.

A. Describe the nature of the other service> covered by the ;eparate agreements:

B. Contract Ad'i>or and Player hereby acknowledge that Player was gil'en the opponunity to enter into an~ of the al!l'l'emcnts described in Paragraph 3(A) abo\e and this Standard Repre.entauon .-\greement. without the signing of one agreement being conditioned upon the ,igning of any of the other agreement> in violation of Section 3JBX22) of the NFLPA Regulations Gol'eming Contract Advisors.

Contract Advisor Player

7. Disclaimer of Liability Player and Contract Advisor agree that they are not subject to the control or direction of any other person with respect to the timing. place. manner or fashion in which individual negotiations are to be conducted pursuant to this Agreement (except to the extent that Contract Advisor shall comply with NFLPA Regulations) and that they will save and hold harmless the NFLPA. its officers. employees and representatives from any liability whatsoever with respect to their conduct or activities relating to or in connection with this Agreement or such individual negotiations. 8. Disputes Any and all disputes between Player and Contract Advisor involving the meaning. interpretation. application. or enforcement of this Agreement or the obligations of the parties under this Agreement hall be resolved exdusively through the arbitration procedures set forth in Section 5 of the NFLPA Regulations Goveming Contract Advisors. 9. Notices All notices hereunder hall be effective if sent by confirmed facsimile or overnight delivery to the appropriate address contained in this Agreement.

10. Entire Agreement This Agreement. along with the NFLPA Regulations. sets fonh the entire agreement between the parties hereto and cannot be amended. modified or changed orally. Any written amendments or changes shall be effective only to the extent that they are consistent with the Standard Representation Agreement as approved by the NFLPA. 11. Filing This contract is signed in quadruplicate. Contract Advisor agrees to deliver two (2) copies to the NFLPA within five (5) days of its execution: one (I) copy to the Player: and retain one (I) copy for his/her files. Contract Advisor further agrees to submit any other executed agreements between Player and Contract Advisor to NFLPA.

12. Term The term of this Agreement shall begin on the date hereof and shall remain in effect until such time that it is terminated by either party in which case termination of this Agreement shall be effective five (5) days after written notice of termination is given to the other pany. Notice shall be effective for purposes of this paragraph if sent by confirmed facsimile or overnight delivery 10 the appropriate address contained in this Agreement. Notwithstanding the above. if this Standard Representation Agreement is being signed by a prospective rookie player (a "rookie" shall be defined as a person who has never signed an NFL Player Contract) prior to the date which is thirty (30) days before the NFL Draft. then this Agreement shall not be terminable by Player until at lea;t 30 days after it has been signed by Player. If tennination pursuant to the above provision occurs prior to the completion of negotiations for an NFL player contract(s) acceptable to Player and signed by Player, Contract Advi or shall be entitled to compensation for the reasonable value of the services performed in the attempted negotiation of such contract(s) provided such services and time spent thereon are adequately documented by Contract Advisor. If termination pursuant to the above provision occurs after Player has signed an NFL player contract negotiated by Contract Advisor. Contract Advisor shall be entitled to the fee prescribed in Paragraph 4 above for negotiation of such contract(s). In the event that Player is able to renegotiate any contract(s) previously negotiated by Contract Advisor prior to expiration thereof. and such renegotiated contract(s) for a given year equals or exceeds the compensation in the original contract. the Contract Advisor who negotiated the original contract shall still be enti tled to the fee he/she would have been paid pursuant to Paragraph 4 above as if such original contract(s) had not been renegotiated. If Contract Advisor represents Player in the renegotiation of the original contract(s). and such renegotiated contract(s) for a given year equals or exceeds the compenation in the original contract. the fee for such renegotia· tion shall be ba;ed solely upon the amount by which the new compensation in the renegotiated contract(s) exceeds the compensation in the original contract(s). whether or not Contract Advisor negotiated the original contract(s).

In the event that the Player renegotiates any contract(s) and the renegotiated compensation for a given year is less than the compensation in the origi nal contract, the fee to the Contract Advisor who negotiated the original contract shall be his/her fee percentage applied to the new compensa· tion. but only after the new compensation is reduced by the percentage which the compensation

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4. Compensat ion for Services A. If Contract Advisor succeeds in negotiating an NFL Player Contract acceptable to Player and signed by Player during !he term hereof, Contract Advisor shall receive a fee as set f01th in subparagraph B below. CONTRACT ADVISOR AND PLAYER AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF SUCH FEE IS FREELY NEGOTIABLE BETWEEN THEM, EXCEPT THAT NO AGREED UPON FEE MAY BE GREATER THAN:

(I) Three percent (3%) of the compensation received by Player for each playing season covered by a Player Contract which is the result of negotiations between Contract Advisor and an NFL Club; or (2) The lesser percentage specified in Section 4!B)( I )(a) of the Regulations in a case where Player signs a one-year tender as a Franchise. Transition. or Restricted Free Agent player.

B. The fee for Contract Advisor's services shall be as follow; (Both Contract Advisor and Player must initial the appropriate line below):

Three Percent (3%)

Two-and-one-half Percent (2 1/2%)

Two Percent (2%)

One-and-one-half Percent (I 1/2%)

One Percent ( I%)

Other (specify below)

Contract Advisor Player

In computing the allowable fee pursuant to this Paragraph 4 the term "compensation" >hall include only base salaries, signing bonu>es. reporting bonuses. roster bonuses. Practice Squad salary in excess of the minimum Practice Squad salary specified in Article 33 of !he Collective Bargaining Agreement. and any performance incentives actually received by Player. The term "compensation" shall not include any "honor" incentive bonuses (i.e. ALL PRO. PRO BOWL. Rookie of the Year). or any collecti,ely bargained benefits. 5. Payment of Contract Advisor's Fee Contract Advisor shall not be entitled to receive any fee for the performance of his/her services pursuant to this Agreement until Player receives the compen ation upon which !he fee is based. However. Player may enter into an agreement with Contract Advisor to pay an) fee attributable to defen·ed compensation due and payable to Player in advance of "hen the deferred compensation is paid to Player. provided that Player ha> performed the services necessary under his contract to entitle him to the deferred compensation. Such fee shall be reduced to its present value as specified in the NFLPA Regulations (see Section ~(B)) . Such an agreement must also be in writing. with a copy sent to the NFLPA. In no case shall Contract Advisor accept, directly or indirectly. payment of any fees hereunder from Player's club. Further, Contract Advisor is prohibited from discussing any aspect of his/ her fee arrangement hereunder with any club.

6. Expenses A. Player shall reimburse Contract Advisor for all reasonable and necessary communication expenses (i.e .. telephone and postage) actually incurred by Contract Advisor in connection wilh the negotiation of Player's NFL contract. Player also shall reimburse Contract Advisor for all reasonable and necessary travel expenses actually incurred by Contract Advisor during the term hereof in !he negotiation of Player's NFL contract. but only if such expenses and approximate amounts thereof are approved in advance by Player. Player shall promptly pay all such expenses upon receipt of an itemized. written statement from Contract Advisor. B. After each NFL season and prior to the first day of May following each season for which Contract Advisor has received fees and expenses, Contract Advisor must send to Player (with a copy to the NFLPA) an itemized statement covering the period beginning March I of the prior year through February 28th or 29th of that year. Such statement shall set forth bolh the fees charged to Player for, and"llny expenses incurred in connection with. the performance of the following services: (a) individual player salary negotiations. (b) management of player's assets. (c) financial, investment. legal , tax and/or other advice, and (d) any other miscellaneous services.

tion. but only after the new compensation b reduced by the percentage which the compemat10n WU> reduced from the original contract. The fee to !he Contract Advisor who negotiated !he new contract shall be his/her fee percentage applied to the new compensation. but only after the new compensation is reduced by the compensation applicable to the original contract Advisor's fee as calculated pursuant to the immediately preceeding sentence. If the Contract Advisor's certification is suspended or revoked by the NFLPA or the Contract Advisor is otherwise prohibited by the NFLPA from performing the services he/she has agreed to perform herein. this Agreement shall automatically terminate. effective as of the date of such suspension or termination.

13. Govern ing Law This Agreement shall be construed, interpreted and enforced according to the laws of the State of _______________ _

Contract Advisor and Player recognize that certain state statutes regulating sports agents require specified language in the player/agent contract. The parties therefore agree to !he following additional language as required by state statute:

EXAMINE THIS CONTRACT CAREFULLY BEFORE SIGNING IT

IN WITNESS WHEREOF. the parties hereto have hereunder signed their names as hereinafter set forth.

(CONTRACT ADVISOR)

(Street Address or P.O. Box) (City. State. Zip Code)

(Telephone) (Fax Number)

(PLAYER)

(Street Address or P.O. Box) (City. State. Zip Code)

(In-Season Telephone) (Off-Season Telephone)

(Player's Birthdate) (College/University)

Print Name and Signature of PARENT or GUARDIAN (if Player is under21 Years of Age)

!Street Address)

(City. State. Zip Code)

(Telephone)

White Copy-Player Yellow Copy- Contract Advisor Pink/Goldenrod - NFLPA 2l

Effective 6/12

--- ----------------------------------------------------------------------------

15

HOW TO PROPERLY COMPLETE THE REVISED SRA (EFFECTIVE 6/12) MUST be executed on SRA with "Effective 6/12" in lower right corner:

Dates/Parties- Make sure day, month and correct year are all filled in.

Paragraph 2- Representations- One of these two boxes MUST be checked-- If Contract Advisor is currently representing or has represented NFL management, an addendum SRA Coaches and NFL Personnel Disclosure Form must be attached listing names and positions of NFL personnel, college coaches and other professional football league coaches and must be signed by both player and Contract Advisor.

Paragraph 3- Contract Services- One of these two boxes MUST be checked- You MUST check the appropriate box if the Player and Contract Advisor(s) have or have not entered into agreements or contracts relating to services other than the individual negotiating services described in this Paragraph. If additional agreements have been entered into, then Section 3A MUST be completed AND Section 3B MUST be signed by all parties (see below). If additional agreements have NOT been entered into, then you should not complete Sections 3A and 3B although you must still check the appropriate box as noted above.

Paragraph 3A- If additional agreements have been entered into at the time the SRA is signed, then that agreement(s) MUST be attached to the SRA.

Paragraph 3B- Signature Required- If additional agreements have been entered into, both parties MUST SIGN this section. Typewritten names or initials will not be accepted.

Paragraph 4- Compensation for Services- All parties MUST initial the corresponding lines to indicate what fee is being charged for contract negotiation services.

Paragraph 6- Expenses- This Paragraph is divided between Paragraph 6A and 6B. Paragraph 6A MAY be crossed out if the Contract Advisor is not charging player any expenses. Paragraph 6B MUST NOT be crossed out under any circumstance. Paragraph 6B is required conduct under the NFLP A Regulations Governing Contract Advisors and is NOT optional. DO NOT cross out Paragraph 6B.

Paragraph 13- Governing Law- MUST be completed. And, if additional language is required by state statute the language MUST either appear in the section or an addendum must be attached to the SRA. Signatures/Addresses- Each Contract Advisor MUST SIGN the SRA. Contact Advisor(s) address, phone, and fax numbers must be provided as well. This section MUST also include the Player's signature along with his address, phone number(s), birth date and college/university. If the player is under 21 then a parent or guardian must provide their signature, address and telephone number as stated.

FAILURE TO ACCURATELY COMPLETE ANY OF THE ABOVE PARAGRAPHS WILL RESULT IN THE SRA RETURNED TO BOTH THE CONTRACT ADVISOR AND PLAYER

06/20/12

16 How to Properly Complete the Revised SRA (Effective 6/ 12)

• Date/Parties:

Tbil AGREEMEl\ "T made thia tlll#9: 4 """W 1 , 20 I.J , ·bJ IIIII between ~ _YkiJ!(( (helaDafter '1'layei') IDd

~ I I ~. •a 4 (baeiDifter "Coolnet Advid) wn·NJJSSETH:

In couidrntion of lbe mub11l pmmin beRiDafta IDide by eacb to the Olber, Playa IDd CoolriCt Advilor apee • follows: 1. Gener81 Prtnclplea This Agreement is enteted into pursuant to and in accordance with the National Football League Players Association (hereinafter ··NFLP A') Regulations Governing Contract Advisors (hereinafter the ·~Regulations .. ) effective September 9, 2011, and a"""""-' tbr.lafter from lime 10 time.

•

17

How to Properly Complete the Revised SRA (Effective 6/ 12)

• Section 2: Representations

11


• Sections 3A & 3B: Contract Services 3. Contract Serwlees Player t.Rby ac.a..iDs Catlb'aa A111risor ~ "'~~ art\'i$e. ClO&&Qid.a..t llili-.PII)U in &k qorilltion. crcc:8m. aDd aafon:emeftt ct U; p.ymg OOIIIIaee(s) ill tbe f\'alioDal Foolbal1 Leq~Je. t. ptd.~ lh=r: sc:rvm. C.omw:t Mviu ~ tba hrJd!c n ~ la a fidudary Cll*it)· ~ bdadf a{ Pia!>~ llld llp:Q lo -.1 Ju such JD.-:1 D lD ~ tbc be£1 ~ rl ~ a.cl eure dfctti¥C iCJ.iitM•Mim cl Ph)w in ildYidull. aJIIIrKt !Je~~Mlarloe"" ..,itl\ t4,H. Q1D. Ccnr.a Advi!ar shall be IK cldativt. ftl(ftiMIIliva for tbe IMt)C* ol ~ pl&)lr ce111racts for Ptll)er. Howner, Cow.raca Advisar m.n nrc hrle dlr. ~ 10.., <W c:oarut Player to f:IWll iniO arJ)' CC~MCt v.'itklut acrud exec:utiod Cbmot"b)' I'Jiyc:. OIIQC Pla,u att~., w. ~xec~ bis pl&rcr ~ COatrKt Admor ~to u., siKD tbe Jlkycr WDrcact IDII9eG-1 t cap, (by facsimile ex ur.:migbt llllil) lU lhc NR.PA mJ the NFL Club wilbin 4S ~tows ~ acaadola by l'tayer.

A. Describe the n.atme of tbl o:hcr 9IJtYiee5 COYG'fld l.v the separate ~ -r- ' • .., -

~~~~~A -4

•

19


• Section 4: Compensation for Services 4. - Compenlatioll for &ervioft .1\. 1£ OxuJJ~~:~ AdviD miXC'XIs lA ,..,.ialin« 111 NR. P.t.,::r CQI!l¥c aa:epral~ tu ftqq a sit,.n&d by AaF alaio& 111: Cam lmtt, Cadract.AcMsor sbalr receiw.11 fill! u w futb il.mbpraprlt R bdow. COYDtACr .AD\'ISOR AND PL~ Y1'"1R AGRl:ti MW ACDiO~"l..BDCiii 'l'.tL\1' 'J1lH A.\fOL!fT OF stCIIFmi lS Fiti!ELY Nl«j(J('JABLSBEIWEel 'Iltnf, JtxaiFT THATI\0 ~ I:PO~ Fm M.~Y BEGREA:I.'Ht '!'HAN: (1) IlBc paccnt {31JJ) of me compellliation recei\'b1bJ Pli)'C: fot eadl pla)'hlg ~ covtRld by a Pta~ co,.cracl wl.ic..his the result cluepllia.llea'eetl CGII.,... .. -\d\iso1 wl an '\'Fl. Cmb; 01

(Z) lbele=Rc::r~OD~ spccifial ia btioR4(tl)(l)(a) ClfdM: L,alaliom iu 1 cue 'WI'el~ PJqr.r l.ip!l a OD&-ye&r II!I'A!r ~ • mrudli.e, Tradim, or ltaaittrAl Ftee. AFtL pa,YEC. B. &~:~~:- b CODU¥t ~·s senk.is sba11 bt as faDoM (8()lh Colllr•d Atl\isor IDd ttkytf rr~~~.St ita1i.il1bc ~Iii;~ belo,·):

Three Pcrama (3~)

'I 'so ad aoe . .balf ~~ (2 L~)

T""' Perc:Qt (l~)

~-ha.'f Ptlrcat (I 11'2«5)

One l'erca(l:i}

Olba(~)' b::luw)

•

20


• Section 6: Expenses e. Ellpenaes A. PUt. ~ "' I rrunbun:e C<.mCract Adviwi for all ;ca, n~liiY com.ruunicm()l'l a~ {i.~) telepC\0 stage) aauAUy · y Comrm Ac.l~ iJ) cotliJ.edjon \'tith the n~gotiation o( PUt yet~ \l'L contJ: , so ~bJUJ reimbunc Contratt Ad.vi...~m· iQ[ til reasooable and. ~sal)' travel ~~ally mrurreltbyGwtaa,AdviEor dur.r..g the ~hereof in ~ negotimcn llf s ~, (l().Q.Uect, but only i r wch cxpe~ '""iim'2Ht GtUu:tt an.-ot.m rltr;c(.(lf are Cd jn advwcc by Player. Pl~ya Khill pn)m('tly pay .ltlJ. such expenses upon an iter'n1~cd~ wrjtkrt gUrtement from Coottat:l Ad\·isOt.

fl . After ~. NFL aeason an:i prior to ile firsL day of May fullowiatg tach ses~m1 for wh~ch Cout.tact Advj50.1 has recehcd fees and expenses. Contract Ad\i~or mu't ~~ad to 1'1ay~ (with a copy to the ~!fJLPA) an ir.emized statement covering the period be~ MQrdll c.f the prior year through february ?!th or 29th of that year. Such ~latcm.:nt ~hall set iot th both the f~ ch~t:-ged to Player fe-r, and any eJQeD~ incurred in ooDDecdou with, the ]l~nmmance uf ~ fOLlowing serviocs: (a) indhidual pl&yt:r sdeacy ncgotio.tiuos. (b) nu~.naJ~me&lt of pla)W:, ~-=ts, (e) fnanc:al, investmeut.. 1epl, tax an<L'or other advi~. 1Dd (~) Jn)' othet mi!Sccllaneouli acn'i~.

•

21


• Section 13: Governing Law

t.-ucd, interpJttCid iDd ~Qtccd iccordiq to tbe law.s af tM ConlrKr Adviscn- .ad Player ~pin: tbal L:.t:Clain state ltdllle& Kgulaling tptuts ageufi. ~uiic specified bmguage iu •he player/age.,t cODil'arL Tbc parties thetd"om ~ to the folowiq ~language as reqni«d by stare 'tatuec.:

•


• Signatures & Contact Information

EXAMINE 'MS CONTRACT CMEFUU. Y IIEfOAE 8IQIING II' INWI'niBSS WIBIQI, ...... ._.,a..e....._.._.tblir~•ller · t •r...

.. - - . " . -----~ (Sin:hAddieolarP.O ... ) • 1 (Cily,Sia1e, tipCode: - · ·

~tJ&l-ft6l{3 ~)c~~ 't\.,~~ (Pi.XYIR) .. -.-. -~

~B~ ~~·WtlfSa/ II;;;( AddRu ar P.O. Baa) (Qii.StiiJiOde) I f.J.J?-\P9f(},. 82I?J9l Sl~ ~~) (Off-s-:m~)

"I~ ~ (Player' ~ } (COl ~ \1\1~

,_.,.__.~PAJtENr arGUAitDIAN Cl,_. il.-u v-~ Ap)

(9llat Adlllla)

(Cily. Sllle. 7ip 0.)

~)

Mlc:illwM2

•

Chapter One

Appendix CStrief-Saints 2014-18 Agreement

23

25

fitl NFL PLAYER CONTRACT

THIS CO:l'-11RACT is belwec:n ____________ Z_A_C_H_S.:,_TR_ TE_ F ________ ___ ___J hereinafter

''Player," and NEW ORLEANS T.OUTSIANA SAINTS, LLC --------------------------------------~--~~------------------~

a TEXAS limited liability company hereinafter "Club," operating undet

the =e of the NgW ORLEANS LOUISI.Al'\A SAINTS as a membet of the National Football League,

hereina.'i:er "League." In consideration of the promises =de by each to the other, P!ayer and Club agree as follows:

1. TERM. This contract covers 5 football scason(s), and will begin on the date of execution or Much 1, 2014

wluchevcr is later, and end on Februa.ty 28 or 29, 2019 , unless extended, terminated, or reoewed as specified elsewhere in this contract.

2. EMPLOYMENT AND SERVICES. Club employs Player as a skilled football player. Playe.c accepts such employment. He agrees to give his best efforts and loyalty to the Club, and to conduct himself on and off the field with appropriate recognition of the fact

that the success of professional football depends largely on public respect for and approval of those associated with the game. Player will report promptly for and participate fully in Club's official mandatory minicamp(s), official preseason training camp, all Club meetings and

practice sessions, and all preseason, reguW: season and postseason football games scheduled for or by Club. If invited, Player will practice for and play in any all-star football game sponsored by the League. Player will not participate in any football game not sponsored by the

League unless the game is t:int approved by the League.

3. OTHER ACTIVITIES. Without prior written consent of the Club, Player will not play footba:.l or eogage in activities related to football otherwise than for Club or engage in any activity other than football which may involve a significant risk of persooalmjury.

Player represents that he has special, exceptional and unique knowledge, skill, ability, and experience as a football player, the loss of which cannot be estimated with any certainty and cannot be fairly or adequately compensated by damages. Player therefore agrees that Oub will have the right, in addition to any other right which Club may possess, to enjoin Player by appropriate proceedings from playing football or

engaging in football-related activities other than for Club or from engaging in any activity other than football which may involve a

sigoificant risk of personal injury.

4. PUBLICITY AND NFLPA GROUP LICENSING PROGRAM. (a) Player hereby grants to Club and the League, separately and together, the right and authority to use, and to authorize others to

use solely as desc.a"bed below, his name, oick.orune, ioioals, likeness, unage, pictUre, photograph, animaoon, persona, autograph/signature (mcludiog facsimiles thereof), vo1ce, biographical information and/or any and all other identifying characteristics (collectively, "Publicity

Rights"), fo.r any and all uses or purposes that publicize and promote NFL Football, the League or any of its member clubs in any way in any and all media or foaru.ts, whether analog, digital or other, now known or hereafter developed, including, but nor limited to, print, rape,

disc, computer 6.1e, radio, television, motion pictUres, other audio-visual and audio works, Internet, broadband platforms, mobile pl2.tforros, applications, and other distribuoon platforms. Without limiting the foregoing, this grant includes the right ro use Player's Publicity ltights

for the purpose of publicizing and promoting the following aspects of NFL Football, the League and/ or any of its member clubs: brands, games, ticket sales, game broadcasts and telecasts, programming focused on the NFL, one or more NFL clubs and/ or their games and

events (e.g., coaches shows, highlight based shows such as Ituide the NFL, behind-the-sceoes programming such as Hard !Vtocles), other NFL-related media offerings (e.g., branded cootent segments featuring NFL game footage and other progxamming enhancements), media

distribution plad"orros (e.g., 1:'\FL.com, ~'FL Mobile, NFL )Jerwork), official events (e.g., 1:'\FL Kickoff, ::--JFL Draft), officially sanctioned a~ds programs (e.g., Rookie of the Year), and public service or community oriented initiatives (e.g., Play60). Fo.r purposes of clarity, the

foregoing grant of rights includes the righ:: and authority to use, and to authorize affiliates or business partners to use, after the term of this Agreement any Publicity Rlghts fixed 10 a tangible medium (e.g., filmed, photographed, recorded or otherwise captured) during the term of

this Agreement solely for the purposes described herein. 1:'\otwitbstaoding anything to the conttary, the foregoing grant does not confer, during or after the term of this Agreement, any right or authority to use Player's Publioty Rights in a manner that constitutes any

endorsement by Player of a third-party brand, p:oduct or service ("Endorsemeot''). For purposes of clarity, and without limiratioo, it shall not be an Endorsement for Club or the League to use, or authorize others to use, including, without limitation, in third party advertising

and promotional materials, footage and photographs of Player's participation in NFL games or other NFL events that does not unduly focus on, feature, or highlight, Player in a manner that leads the reasonable consumer to believe that Player is a spokesperson for, or

promoter of, a third-party co=ercial product or service.

P12.ycr will cooperate with the news media, and will participate upon request in reasonable activities to promote the Club and the League.

Player and ~arional Football League Players Association, Ulcludiog UlY of its affiliates ('NFLP A") do not and will not contest during or after the term of this agreement, and this hereby confirms their acknowledgment of, the exclusive rights of the League, Oub and any NFL

member club (i) to telecast, broadcast, or otherwise distribute, transmit or perform, on a live, delayed, or archived basis, in any and all media now known or hereafter developed, any ::--.1FL games or any e.xcerpts thereof and (u) to produce, license, offer for sale, sell, market,

or otherwise distribute o.c perform (or authorize a third party to do any of the fo.cegoing), oo a live, delayed, or archived basis, any NFL

games or any e.-..:cerpts thereof, in any and all media now known or hereafter developed, including, but cot limited to, packaged or other

electronic or digital media. 1

26

>iotbing herein shall be construed to grant any Pub!icity Rights for use 10 licensed consumer ptaducts, whethu traditional or digital (e.g.,

video games, trading cards, apparel), other than such products that conscirute prog:r:amming (as described herein) or news a.nd information

offerings regardless of medium (e.g., DVDs, digital highlight offerings).

(b) Player hereby assigns the NFLP A a.nd its licensing affiliates, if any, the exclusive a.nd unlimited right to use, license and

sublicense the right to use his name, nickname, initials, autograph/signatu.ce (including facsimiles), voice, pictu.ce, photograph, animation,

image, likeness, persona, jersey numbe.c, statistics, data, copyrights, biographical information and/ or other personal indicia (10dividually and

collcctivdy, ''Rights") for use in connection with any product, brand, service, appearance, product line or other commercial use and any

sponsorship, endorsement or promotion thereof, when more than five (5) NFL player Rights are involved, regudlcss of team affiliation

and whether that numbe.c is .reached using player Rights simultaneously or individually, in any form, media, or medium (now known or

hereafter devdoped) during a consecutive 12-mooth period (a "group licensing program''). For sponsorships, endorsements, and

promotions, group licensing programs are further defined as those: (a) in any one product category, as defined by industxy standards; or (b) 10 different categories if the products all use similar or derivative design or arrwork, or one player product is used to promote aaother

player product.

The Rights may also be used for the promotion of the NFLP A, its affiliated entities and/ or its designees (the "NFLP A Entities''), provided

such promotion does not constitute an endo.csement by Player of a commercial product not a part of a group licensing program. Player

agrees to participate, upon request of the KFLPA aad without additional compensation, in reasonable activities to promote the NFLPA

Entities, which shall include (i) up to three (3) personal appearances per year or (U) up to fifteen (1 5) minutes per week dedicated to

promoting the l\lFLPA Entities. Player retains the right to grant permission to others to utilize his Rights if that individual or entity is not

concurrently utilizing the Rights of five (5) or more other NFL players for a.ny commercial purpose whatsoever. If Player's inclusion in ao

1'-.lFLP_-\ program is precluded by an individual exclusive endorsement agreement, and Player provides the ~rLPA with immediate wntteo

notice of that preclusion, the NFLP.'\ agrees to exclude Player from that particular program. Should Player fail to perform a.ny of his

obligations hereunder, the >orLP A may withhold payments owed to Player, if any. in connection with this Group Licensing Assignment.

In consideration for this assignment of rights, the ~RP A agrees to use the revenues it receives from group licensing programs co support

the objectives as set forth in the Bylaws of the :--TFLP A and as otherwise determined by the NFLP A Board. The NFLP A further agrees to

use reasonable efforrs to promote the usc of NFL player Rights in group licensing programs, to provide group licensing opportunities to all

NFL players, and to monitor and police unauthorized third-parry use of the Rights. The NFLP A makes no representations regarding group

licensing other than those expressed herein. This agreement shall be construed uoder Virginia law.

The assignment in th.ts paragraph shall expire on December 31 of the latter of (i) the third year following the execution of this contract, or

(u) the year after this contract exp1res, a.nd may not be revoked, temunated or otherwise assigned in any marmet by Player until such date.

Neither Club nor the League is a party to the terms of this paragraph, which is included herein solely for the administrative convenience

and benefic of Player a.nd the >iFLP A. Nothing in Paragraph 4b shall be construed or deemed to modify in a.ny way the rights set forth in

Paragraph 4a, and the fact that Paragnph 4b (or any of the terms thereot) appea::s ;.o the Player Contract sball not be referred to, relied

upon, or otherwise cited by Player and/ or the l'.'FLP A or any of its affiliates in a.ny dispute or legal proceeding as evidence that the :-wL,

any "l'FL entity, any Club or Club Affiliate, or any licensee of any of the foregoing bas consented, agreed, acknowledged, or does not

contest the applicability or interpreution of Paragraph 4b.

5. COMPENSATION. For performance of Player's services and all other promises of Player, Club will pay Player a yearly salary

as follows:

$ 900.000.00 ;~ for the 20...M.._season;

$ 2,000.000.00 /" for the 20...l.S__season;

$ l.QQQ QQQ QQ ;~ fo:: the 20...1.6.__season,

$ 1,000.000.00 /• fo;: the 20J.L__scason;

$ 1.100.000.00 /" for the 20...l.lL_season;

$ "' for the 20 __ season;

$ for the 20 __ season;

$ " for the 20 __ season;

$ jt for the 20 __ season:

$ for the 20 _ _ season;

s .. for the 20 __ season;

s r for the 20 __ season.

(*-designates the compensation Club will pay player u the player is not on Club's Active/Inactive List)

2

27

ln addition, Club will pay Player such earoed performance bonuses as may be called for in this contract; Player's necessary rnvcling

cxpC:nses from his residence to training camp; Playa's reasonable board and lodgiag expenses during preseason training and in connection

with playing preseason, regular season, and postseason football games outside Club's home city; Player's necessary traveling expenses to

and from preseason, .regular season, and postseason football games outside Club's home city; Player's necessa.ry traveling e.~e:nscs to his

residence if this contract is terminated by Club; and such additional compensation, benefits and reimbursement of expenses as may be

called for in any collective barg:aining agreement in existence during the tea:n of this contrac1. (For pU!poses of this contract, a collective

ly,ugaining agreement will be deemed to be "in existence" during its stated term or during any period for which the parties to that

agreement agree to extend it.)

6. PAYMENT. Cnless thls contract or any coUect1ve bargaining agreement in existence during the term of this contract

specifically provides otherwise, Player will be paid 100% of his yearly salary under this contract in equal weekly or biweekly insrallments

over the course of the applicable regular season period, commencing with the first regular season game played by Club in each season.

Unless this contract specifically provides otherwise, if this contract is e.'Cecuted o.r Player is activated after the begiaoing of the regular

season, the yearly salary payable to Player will be reduced proportionately and Player will be paid the weekly or biweekly portions of his

yearly salary becoming due and payable after he is activated. Unless this contract specifically provides otherwise, if this contract is terminated after the beginning of the regular season, the yearly salary payable to Player will be reduced proportionately and Player will be

paid the weekly or bi weekly portions of his yearly salary having become due and payable up to the time of termination.

7. DEDUCTIONS. _>\ny advance made to Player will be repaid to Club, and any properly levied Club fine or Commissioner fine

against Player will be paid, in cash on demand or by means of deductions from payments cotrung due to the Player under this contract, the

amount of such deductions to be determined by Club unless this contract o.r any collective baxga.irung agreement in existence during the

term of this contract specifically provides otherwise.

8. PHYSICAL CONDITION. Player represents to Club that he is and will maintain himself in excellent physical condition.

Player will undergo a complete phys1cal examination by the Club physician upon Club request, during which physical examination Player

agrees to make full and complete disclosure of any physical or mental condition known to him which might impair his perfonnance under

this contract and to respond fully and in good faith when questioned by the Club physician about such condition. If Player fails to establish

o.r maintain his excellent physical condition to the satisfaction of the Club physician, or make the .required full and complete disclosure and

good faith responses to the Club physician, then Club may teaninate this contract.

9. INJURY. Unless this contract specifically provides othetwlse, if Player is injured in the performance of his services under this contract and promptly reports such injury to the Cub pbysiciao or trainer, then Player will receive such medical and hospital care during

the term of this contract as the C:ub physiciao may deem necessary, and will concinue ro receive his yearly salary for so long, during the

season of injury only and for no subsequent period covered by this contract, as Player is physically unable ro perform the services required

of him by this contract because of such injury. If Player's injury in the performance of his services under this contract results in his death,

the unpaid balance of his yea.cly salary for the season of injury will be paid to his stated beneficiary, or m the absence of a stated beneficiary,

to rus estate.

10. WORKERS' COMPENSATION.l\ny compensation paid to Player under this contract or under any collective bargaining

agreement in existence during the term of this contract for a period during which he is entitled to workers' compensation benefits by

reason of temporary rota!, permanent total, temporary partial, or permanent partial disability will be deemed an advance payment of

workers' compensation benefits due Player, and Club will be entitled to be reimbursed the amount of such payment out of any award of

workers' compensation.

ll. SKILL, PERFORMANCE AND CONDUCT. Player understands that he is competing wtth other players for a pos1oon

on Oub's roster within the applicable player limits. If at any time, in the sole judgment of Club, Player's skill or performance bas been

unsatisfactory as compared Wlth that of other players competing for positions on Club's roster, o.r u Player has engaged in persoo21

conduct reasonably judged by Club to adversely affect or reflect on Club, then Club may terminate this contract. In addition, during the

period any salary cap is legally in effect, this contract may be tecmi.oated if, in Club's opinion, Player is anticipated to make less of a

contribution to Club's ability to compete on the playing field than another player or players whom Club intends to sign or attempts to sign,

or another player or players who is or are already on Club's .roster, and for whom Club needs room.

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12. TERMINATION. The rights of tenninatioo set forth in this contract will be in addition to any other rights of te.aninatioo

all~d either party by law. Te.tmm2.t1on will be effcxtive upon the giVUlg of wnnen notice, except that Player's de2.th, oth~ than as a result

of injury incurred in the perl'oatW~ce of his services under this contraet, will automatically terminate this com:tact. H this cont:tact is

tenninated by Club and either Player or Club so requests, Player will promptly und~go a complete physical e.um.ination by the Club

physician.

13. INJURY GRIEVANCE. Unless a collective bargaining agreement in existence at the time of teanination of this contract by

Club provides otherwise, the following Injury Grievance procedure will apply: If Player believes that at the time of termination of this

cont:tact by Club he was physically unable to perform the services required of him by this contract because of an injury incurred in the

performance of his services under this contract, Player may, within 60 days after e.um.inarioo by the Club physician, submit at his own

expense to examination by a physician of his choice. If the opinion of Player's physician with respect to his physical ability to perform the

services reqwred of him by this contract is contrary to that of the Club's physician, the dispute will be submined within a reasonable time

to final and binding arbitration by an arbitrator selected by Club and Player or, if they are unable to agree, one selected in accordance with

the procedures of the American Arbitration Association oo application by either party.

14. RULES. Player will comply with and be bound by all reasonable Club rules and regulations in effect during the tean of this

contract which :u-e not inconsistent with the provisions of this contract or of any collective bargaining agreement in existence during the

tean of dus contract. Player's attentlon is also called to the fact that the League functions with certain rules and procedures expressive of

its operation as a joint venture among its member clubs and that these rules and practices may affect Player's relationship to the League and

its member clubs independently of the provisions of this contract.

15. INTEGRITY OF GAME. Player recognizes the detriment to the League and professional football that would result from

impaionent of public confidence in the honest and orderly conduct of ~L games or the integrity and good character of NFL players.

Player therefore acknowledges his awareness that if he accepts a bribe or agrees to throw or fix an NFL game; fails to promptly report a

bribe off~ or an attempt to throw or fix an ~L game; bets on an NFL game; knowingly associates with gamblers ot gambling activity;

uses or provides other playas with stimulants or other drugs for the purpose of attempting to enhance on-field performance; or is guilty of

any other form of conciuct reasonably judged by the League Commissioner to be dc:tamental ro the League or professional football, the

Commissioner will have the right, but only aft~ giving Player the opportunity for a hearing ar which he may be represented by counsel of

his choice, to fine Player in a reasonable amount; to suspend Player for a period certain or indefinitely; and/ or to terminate this contract.

16. EXTENSION. Unless this contract specifically provides otherwise, if Player becomes a member of the Armed Forces of the

United States or any other country, or retires from professional football as an active player, or otherwise 6Ws or refuses to perform his

services under this contract, then this contract will be rolled between the date of Player's inducnon into the Armed Forces, or his

retirement, or his failure or refusal ro perform, and the later date of his return to professional footbalL Du.c.o.g the period this contract is

tolled, Player will not be entitled ro any compensation or benefits. On Play~'s rc:rurr: to professional football, the term of this contract will

be extended for a period of time equal to the number of seasons (to the nearest multiple of one) remaining at the time the contract was

tolled. The aght of renewal, if any, contained in this contract will remain in effect until the end of any such extended teem.

17. ASSIGNMENT. Unless this contract specifically provides otherwise, Club may assign this contract and Player's services

under this contract to any successor tO Club's franchise or to any other Club in the League. Player will report to the assignee Club promptly

upon being informed of the assignment of his contract and will faithfully perform his services under this contract. The assignee club will

pay Player's ne<essary traveling expenses in repo.cio.g to it and will faithfully perform this contract with Player.

18. FILING. This contract will be valid and binding upon Player and Club immediately upon execution. A copy of this contract,

including any attachment to it, will be filed by Club with the League Commissioner within 10 days after execution. The Commissioner will

have the right to disapprove this contract on reasonable grounds, including but not limited to an attempt by the parties to abridge or impair

the rights of any other club, uncertainty or incompleteness in expression of the parties' respective rights and obligations, or conflict

between the terms of this contract and any collective b:u-gaining agreement then in existence. Approval will be automatic unless, within 10

days after rccClpt of this contract in his office, the Commissioner notifies the patties either of disapproval or of extension of this 10-day

period for pu.--poses of investigaoon or clarification pending his decision. On the receipt of notice of disapproval and terminauon, both

parties will be relieved of their respective rights and obligations under this contract.

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19. DISPUTES. During the tenn of any collective bargaining agreement, any dispute between Player and Club involving the interpretation or application of any provision of the NFL collective bargaining agreement or this contract will be submitted to fin.al and binding arbitration in accordance with the procedure called for in aoy collective bargaining agreement in existence at the time the event giving rise to any such dispute occurs.

20. N OTICE. Any notice, request, approval or consent under this contract will be sufficiently given if in writing and delivered in person or mailed (certified or first class) by one party to the other at the address set forth in this contract or to such other address as the recipient may subsequently have furnished in writing to the sender.

21. OTHER AGREEMENTS. This contract, including any attachment to it, sets forth the entire agreement between Player aod Club and cannot be modified or supplemented orally. Player and Club represent tluit no other agreement, oral or written, except as attached to or specifically incorporated in this contract, e:'tists between them. The provisions of this contract will govern the relationship between Player and Club unless there are conflicting provisions in any collective bargaining agreement in existence during the term of this contract, in which case the provisions of the collective bargaining agreement will take precedence over conflicting provisions of this contract relating to the rights or obligations of either patty.

22. LAW. This contract is made under and shall be governed by the laws of the State of LOUISIANA

23. WAIVER AND RELEASE. Player waives and releases: (i) any claims relating to the 2011 lockout; (u) any antitrust claims relating to the Draft, restrictions on free agency, franchise player designations, transition player designations, the Entering Player Poo~ the Rookie Compensation Poo~ or any other renn or condition of employment relating to conduct engaged in prior to the date of this Agreement; and (.tii) any claims relating to conduct engaged in pursuant to the express terms of any collective bargaining agreement during the term of any such agreement. This waiver and release also extends to any conduct engaged in pursuant to the e.'Cpress terms of the Stipulation and Settlement Agreement in White. This waiver and release does not waive any rights player may have to commence a grievance under the 2006 CBA or to commence a grievance or other arbitration under the 2011 CBA.

24. OTHER PROVISIONS. (a) Each of the undersigned hereby confirms that (i) this contract, renegotiation, extension or amendment sets forth all

components of the player's remuneration for playing professional football (whether such compensation is being furnished direcdy by the Club or by a related or affiliated entity); and (11) there are not undisclosed agreements of any kind, whether express or implied, oral or written, and there are no promises, undertakings, .representations, commitments, inducements, assurances of intent, or understandings of any kind thar have not been disclosed to the NFL involving consideration of any kind to be paid, furnished or made available to Player or any entity or person owned or controlled by, affiliated with, or related co Player, either during the term of this contract or thereafter.

(b) Each of the undersigned further confirms that, except as separately set forth in any attachment submitted herewith consistent with the Collective Bargaining Agreement, the .pdf NFL Player Contract Form as set forth herein has not been modified from the fonn officially authorized for use by the NFL and the NFLPA.

(c) Each of the undersigned further coafinns that, e.'Ccept insofar as any of the undersigned may describe in an addendum to this contraCt, to the best of their knowledge, no conduct in violation of the Anti-Collusion rules took place with respect to this contract. Each of the undersigned further confirms that nothing in this contract is designed or intended to defeat or circumvent any provisions of the collective bargaining agreement dated August 4, 2011, including but not limited to the Rookie Compensation Pool and Salary Cap provisions; however, any conduct permitted by that Agreement shall not be considered a violation of this confirmation.

(d) PERFORMANCE-BASED PAY. Player's attention is called to the fact that he may be entitled to Performance-Based Pay in accordance with the procedures outlined in Article 28, and that his eligibility for such pay is based on a formula that takes into account his playtime percentage and compensation.

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25. SPECIAL PROVISIONS.

SEE A TI ACHED ADDENDA

THIS CONTRACT is executed in six (6) copies. Playet acknowledges that before signing this contract he was given the opportunity to seek advice from or be represented by persons of his own selection.

PLAYER SIGNATURE

Zach Strief

PLAYER PRINT

PLAYER HOME ADDRESS

TELEPHONE NUMBER

DATE

CLUB EXECUTNE SIGNATURE

Khai Harley

CLUB EXECUTNE PRINT

l\'EW ORLEANS LOUISIANA SAINTS, LLC

CLUB NAME

5800 AIRLINE DRIVE

CLUB ADDRESS

METAIRIE, LA 70003

~~~-------------Ralph E. Cindricb

PLAYER'S AGENT PRINT

ADDRESS

TELEPHONE 1'-.'UMBER

DATE

Copy Distribution: J'via.nagement Council (Original Signature) Player, Member Club (Photocopy) League Office, ~"'FLP A, Player Agent (Electronic Mail)

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SIGNING BONUS

Between the New Orleans Saints LA Saints, LLC ("Club") and ZACH STRIEF ("Player"). As additional consideration for the execution of the NFL Player Contract for the years 2014, 2015, 2016, 2017, and 2018 and for Player receiving medical clearance to pmctice and play after taking the Club's physical exam, Club agrees to pay Player a bonus in the amount of Five Million Five Hundred Thousand Dollars (S5,500,000.00) (the "Bonus") payable as follows:

s 1,000,000.00 $ 2,000,000.00 $ 2,500,000.00

on or about April 15, 2014 and, on or about May 15, 2014 and, on or about June 15, 2014.

The Bonus is also subject to the approval of this Contract by the NFL Management Council.

It is expressly understood that no part of the Bonus is part of any salary in the Contract for the year(s) set forth above or for any subsequent contract year(s) which may be added to the Contract by option (if permissible), extension, or any other permissible means and that such obligations are not terminable if such contract(s) is (are) terminated via the NFL Waiver System, and provided player is not in breach of this agreement and/or his NFL Player Contract at the time of such termination.

Player shall be subject to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the CBA, dated August 4, 2011.

No term or condition of this agreement, and no breach thereof: shall be waived, altered or modified except by written instrument.

Executed this __ day of March, 2014.

CLUB PLAYER

Khai Harley Zach Strief

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Zach Strief 8

Addendum I t o :'lfFL Player Contract

This is an Addendum to the National Football League ('~'FL") Player Contract between ZACH STR.IEF (''Player) and the ew Or leans LA Saints, LLC ("Club") dated March __.J 2014 and ending February 28, 2019 (the "Contract"). For the purpose ofthi.> Addendum, "Regular Season'' shall mean the 1'-'FL regular season excluding pro-season and post-season games unless otherwise specifically included.

1. 2014 ONE YEAR CONDITIO!'\AL FULL PAR-\GRAPH 5 SKILI.llNJURYISALARY CAP GUARANTEE {"GUARANTEE"). Despite any contrary language in this 1'-'FL Player Contract, Club agrees for the 2014 contract year only, it will pay Player the full Nine Hundred Thousand Dollar ($900,000.00) salary provided in Paragraph 5, despite the fact that: (I) in Club's sole judgment, Player's skill or performance bas been unsatisfactory as compared with that of other players competing for positions on Club's roster, and Player's contract is terminated via the 1\'FL waiver system, or (2) Player, due to death, illness or injury, (but expressly excluding any death, illness or injury that results from Player's engaging in any activity that breaches Paragraph 3 of the NFL Player Contract) is unable, in the sole discretion of Club's physician, to pass Club's pre-season physical examination for the 2014 contract year, and/or unable to perform his playing services for Club, and Player's contract is terminated via the 1\lfL waiver system, or (3) Player is released for salary cap reasons and Player's contract is terminated via the NFL waiver system (provided Player is not in default under the terms and conditions of his NFL Player Contract at such time). In the event this NFL Player Contract is terminated and Player subsequently plays for any other professional football organization, Club's obligation under thjs Guarantee will be reduced by the amount of any and all compensation, including salary, and signing, reporting and/or incentive bonuses, earned by Player from such other football organization during the unexpired term covered by this Guarantee. This Guarantee by Club will not apply in any year after 2014, regardless of whether Player is, as of this date, under contract or option to Club for a subsequent year, and regardless of whether Player passes Club's physical examination for a year subsequent to 2014.

In the event Player, during the 2014 League Year: (i) fails or refuses to report to, practice with or play for Club for any reason other than Player's death, illness or injury, (but expressly excluding any death., illness or injury that results from Player's engaging in any activity that breaches Paragraph 3 of the NFL Player Contract); (ii) fails or refuses to report to, practice with or play for Club due to Player's suspension by the :-..PL or Club for Conduct Detrimental or for violating any of the ::--"FL's disciplinary policies or programs, including but not limited to the NFL Personal Conduct Policy, the NFL Policy and Program for Substances of Abuse and the NFL Policy and Procedures for Anabolic Steroids and Related Substances: (iii) fails or refuses to report to, practice with, or play for Club due to Player's conviction of, or incarceration for a felony offense; (iv) voluntarily retires from the '1\'FL; (v) voluntarily leaves Club for any reason without Club's consent; or (vi) materially breaches any provision of this Agreement, including, without limitation, any representation or warraniy, then. this Guarantee shall be deemed NULL AND VOID. Player will be eligible to cam any remaining portions of his 2014 Paragraph 5 salary on a non-guaranteed basis subject to any applicable fines and/or forfeitures. Player shall not be in violation of this Agreement if Player is unable to pass Club's physical, practice or play with Club as a sole result of an NFL football-related injury sustained while performing his services under this Contract, based upon the sole opinion of the Club's physician, provided that Player has promptly and fully disclosed his physical condition to the Club and promptly undergoes whatever reasonable and customary rehabilitation and treatment the Club directs.

W AJVER SYSTEM: This Guarantee in no way supersedes or obviates the applicabiliiy of the League's waiver system to Player.

2. 2015 ONE YEAR CONDITIONAL FULL PARAGRAPH 5 SKILUTNJURY/SALARY CAP GUARANTEE C"GUARAl'lT EE"). Despite any contrary language in this NFL Player Contract, Club agrees for the 2015 contract year only, it will pay Player the full Two Million Dollar ($2,000,000.00) salary provided in Paragraph 5, despite the fact that: (I) Player, due to death, illness or injury, (but expressly excluding any death, illness or injury that results from Player's engaging in any activity that breaches Paragraph 3 of the NFL Player Contract) is unable, in the sole discretion of Club's physician, to pass Club's pre-season physical examination for the 2015 contract year, and/or unable to perform his playing services for Club, and Player's contract is terminated via the >."FL waiver system (provided Player is not in default under the terms and conditions of his ::--"FL Player Contract at such time). In the event this NFL Player Contract is terminated and Player subsequently plays for any other professional football organization, Club's obligation under this Guarantee will be reduced by the amount of any and all compensation, including salary, and signing, reporting and/or incentive bonuses, earned by Player from such other football organization during the unexpired term covered by this Guarantee. This Guarantee by Club will not apply in any year after 2015, regardless of whether Player is, as of this date, under contract or option to Club for a subsequent year, and regardless whether Player passes Club's physical examination for a year subsequent to 2015.

_!_L.~ Player Club Agent

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Zach Strief 9

In the event Player, prior to or during the 2015 League Year: (i) fails or refuses to report to, practice with or play for Club for any reason other than Player's death. illness or injury, (but expressly excluding any death. illness or injury that results from Player's engaging in any activity that breaches Paragraph 3 of the NFL Player Contract); (ii) fails or refuses to report to, practice with or play for Club due to Player's suspension by the NFL or Club for Conduct Detrimental or for violating any of the NFL's disciplinary policies or programs, including but not limited to the NFL Personal Conduct Policy, the NFL Policy and Program for Substances of Abuse and the NFL Policy and Procedures for Anabolic Steroids and Related Substances; (iii) fails or refuses to report to, practice with, or play for Club due to Player's conviction of, or incarceration for a felony offense; (iv) voluntarily retires from the NFL; (v) voluntarily leaves Club for any reason without Club's consent; or (vi) materially breaches any provision of this Agreement, including, without limitation., any representation or warranty, then., this Guarantee shall be deemed 1\ruLL Al'\'D VOID. Player will be eligible to earn any remaining portions of his 2015 Paragraph 5 salary on a non-guaranteed basis subject to any applicable fmes and/or forfeitures. Player shall not be in violation of this Agreement if Player is unable to pass Club's physical, practice or play with Club as a sole result of an NFL football-related injury sustained while performing his services under this Contract, based upon the sole opinion of the Club's physician, provided that Player has promptly and fully disclosed his physical condition to the Club and promptly undergoes whatever reasonable and customary rehabilitation and treatment the Club directs.

GUARANTEE ADJUSTMENTS

[fPiayer is a member of Club's 90-man roster on the fifth day ofthe 2015 League Year THEN Club agrees for the 2015 contract year only, it will pay Player the amount of Paragraph 5 described above despite the fact that: (I) in Club's sole judgment, Player's skill or perfonnance has been unsatisfactory as compared with that of other players competing for positions on Club's roster, and Player's contract is tenninated via the NFL waiver system, or (2) Player, due to death, illness or injury, (but expressly excluding any death, illness or injury that results from Player's engaging in any activity that breaches Paragraph 3 of the NFL Player Contract) is unable, in the sole discretion of Club's physician, to pass Club's preseason physical examination for the 2015 contract year, and/or unable to perfonn his playing services for Club, and Player's contract is terminated via the NFL waiver system, or (3) Player is released for salary cap reasons and Player's contract is terminated via the NFL waiver system (provided Player is not in default under the terms and conditions of his ·r-rFL Player Contract at such time). In the event this NFL Player Contract is terminated and Player subsequently plays for any other professional football organization, Club's obligation under this Guarantee will be reduced by the amount of any and all compensation, including salary, and signing, reporting and/or incentive bonuses, earned by Player from such other football organization during the unexpired tenn covered by this Guarantee. Th.is Guarantee by Club will not apply in any year after 2015, regardless of whether Player is, as of this date, under contract or option to Club for a subsequent year, and regardless of whether Player passes Club's physical examination for a year subsequent to 2015.

In the event Player, prior to or during the 2015 League Year: (i) fails or refuses to report to, practice with or play for Club for any reason other than Player's death, illness or injury, (but expressly excluding any death, illness or injury that results from Player's engaging in any activity that breaches Paragraph 3 of the NFL Player Contract); (ii) fails or refuses to report to, practice with or play for Club due to Player's suspension by the NFL or Club for Conduct Detrimental or for violating any of the NFL's disciplinary policies or programs, including but not limited to the >-TFL Personal Conduct Policy, the NFL Policy and Program for Substances of Abuse and the NFL Policy and Procedures for Anabolic Steroids and Related Substances; (iii) fails or refuses to report to, practice with, or play for Club due to Player's conviction of, or incarceration for a felony offense; (iv) voluntarily retires from the J\lf'L; (v) voluntarily leaves Club for any reason without Club's consent; or (vi) materially breaches any provision of this Agreement, including, without limitation, any representation or warranty, then, this Guarantee shall be deemed NULL A."ND VOID. Player will be eligible to earn any remaining portions of his 2015 Paragraph 5 salary on a non-guaranteed basis subject to any applicable fines and/or forfeitures. Player shall not be in violation of this Agreement if Player is unable to pass Club's physical, practice or play with Club as a sole result of an NFL football-related injury sustained while perfonning his services under this Contract, based upon the sole opinion of the Club's physician, provided that Player has promptly and fully disclosed his physical condition to the Club and promptly undergoes whatever reasonable and customary rehabilitation and treatment the Club directs.

WAIVER SYSTEYI: This Guarantee in no way supersedes or obviates the applicability of the League's waiver system to Player.

Player Club Agent

34

Zach Strief 10

3. 2015 - 2018 OFF-SF.ASO~ WORKOUT COMPENSATTOK Player will be eligible to receive a bonus ("Off-Season Workout Compensation") in the amount of:

League Year 20 15 20 16 20 17 2018

AmOUnt of Bonus $100,000.00 $100,000.00 $100,000.00 $100,000.00

for each of th~: applicable 2015, 2016, 2017. and/or 2018 ContraCt Years for participating in 90"/o of the Club's off-season workout program and satisfying the Club's reasonable workout requirements each year, and for Player's timely reporting to and 100% participation in the Club's entire off-season mini-camp(s). The off-season workout program shall include on-site Club authorized rehabilitation due to a football-related injury. For the purposes of this Contract, Off-Season Workout Compensation shall be deemed to include any per diem amounts Player is eligible to earn pursuant to CBA, dated August 4, 2011. Player must be a member of the Club's 90-Man Roster at the start and completion of the Club's off-season workout program to be eligible for the Off-Season Workout Compensation (Unless Player has already fulfilled the participation requirement for the complete program.). The Off-Season Workout Compensation shall be payable to Player in a lump sum payment within five (5) days after the Club's first Regular Season game. Eligibility for the Off-Season Workout Compensation shall be determined by records maintained by the Club. In the event that Player does not satisfy the Club's off-season workout program 90% participation requirement, he shall only receive the minimum daily amounts earned pursuant to Article 21, Section 3 of the CBA, dated August 4, 201 I. Player shall not be in violation of this Agreement if Player is unable to pass Club's physical and participate in the Club's off-season workout program(s) and off-season mini-camp(s) as a sole result of an NFL football-related injury sustained while performing his services under this Contract, based upon the sole opinion of the Club's physician. provided that Player has promptly and fully disclosed his physical condition to the Club and promptly undergoes whatever reasonable and customary rehabilitation and treatment the Club directS.

4. ROSTER BONUS. Player will earn a roster bonuses if he meets the requirements set forth in 4.1, 4.2, and 4.3 below. For the purposes of this provision, inclusion on the Club's (90) Man Roster shall include Physically Unable to Perfonn, Reserve Injured, and any other roster status whereby the Club retains contractual rights to Player's services except for the following: Non-Football Injury, Did Not Report, Left Squad, Suspended or Retired.

4.1 Fifth (Slh) Day of the 2016 League Year Roster Bonus ("20 16 Roster Bonus"). Player will earn a bonus in the amount of One :vfillion Five Hundred Thousand Dollars (Sl,500.000.00) if he is a member of the Club's Kinety (90) Man Roster on the fifth day of the 2016 League Year. The bonus, if earned, will be payable in full within thirty days after the fifth day of the 2016 League Year. Player shall be subjeCt to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the 20 II Collective Bargaining Agreement.

4.2 Fifth (SU') Day of the 201 7 League Year Roster Bonus ("2017 Roster Bonus"). Player will earn a bonus in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) if be is a member of the Club's Ninety (90) Man Roster on the fifth day of the 2017 League Year. The bonus, if earned, will be payable in full within thirty days after the fifth day of the 2017 League Year. Player shall be subject to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the 2011 Collective Bargaining Agreement

4.3 Fifth (S'b) Day of the 2018 League Year Roster Bonus ("2018 Roster Bonus"). Player will earn a bonus in the amount of One Million Four Hundred Thousand Dollars ($1 ,400.000.00) if he is a member of the Club's Ninety (90) Man Roster on the fifth day of the 20 18 League Year. The bonus, if earned, will be payable in full within thirty days after the fifth day of the 20 I 8 League Year. Player shall be subjec~ to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the 20 II Collective Bargaining Agreement.

5. 2016-2018 PER GAME ROSTER BONUSES. Player will earn roster bonuses if he meets the requirements set forth in 5.1, 5.2, and/or 5.3 below.

5.1

Player

2016 FORTY SIX {46) MAl\' ACTIVE ROSTER BONUS. Player will receive a total of Forty Six (46) Man Active Roster Bonuses not to exceed Nine Hundred Thousand Dollars ($900,000.00) based upon the number of games during the 2016 Regular Season player is a member of the Club's Forty Six ( 46) Man Active Roster. Player will receive an equal installment [Fifty Six Thousand Two Hundred Fifty Dollars ($56,250) in the event there are 16 Regular Season games in the 2016 Regular Season] ("Roster Bonus") for each game during the 2016 Regular Season that he is a member of the Club's Forty Six (46) Man Active Roster. The amount of each Roster Bonus is expressly conditioned upon the Club's total number of Regular Season games for the 2016 season. Under any circumstances, the maximum Player may earn pursuant to this clause for the 2016 League Year is '.:'ine Hundred Thousand Dollars ($900,000.00). Each Roster Bonus, if earned, will be paid concurrent with paragraph 5 salary during the season in which it is earned. Player shall be subject to forfeiture of Salary to the maximum extent

__ pe_nru..,:tt~J~cle 4, Section 9 of the Settlement Agreement, da:ed July 25, 2011.

Club ~

35

Zach Strief 11

5.2 2017 FORTY SIX (46) MAN ACTIVE ROSTER BONUS. Player will receive a total of Forty Six (46) Man Active Roster Bonuses not to exceed One Million Four Hundred Thousand Dollars ($1,400,000.00) based upon the number of games during the 2017 Regular Season player is a member of the Club's Forty Six ( 46) Man Active Roster. Player will receive an equal installment [F.ighty Seven Thousand Five Hundred Dollars ($87,500) in the event there are 16 Regular Season games in the 2017 Regular Season) ("Roster Bonus") for each game during the 2017 Regular Season that he is a member of the Club's Forty Six (46) Man Active Roster. The amount of each Roster Bonus is expressly conditioned upon the Club's total number of Regular Season games for the 2017 season. Under any circumstances, the maximum Player may earn pursuant to this clause for the 2017 Lea,.oue Year is One Million Four Hundred Thousand Dollars (S 1,400,000.00). Each Roster Bonus, if earned. will be paid concurrent with paragraph 5 salary during the season in which it is earned. Player shall be subject to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the Settlement Agreement, dated July 25, 201 I.

5.3 2018 FORTY SIX (46) MAN ACTIVE ROSTER BONUS. Player will receive a total of Forty Six (46) Man Active Roster Bonuses not to exceed One Million Four Hundred Thousand Dollars ($1,400,000.00) based upon the number of games during the 2018 Regular Season player is a member of the Club's Forty Six (46) Man Active Roster. Player will receive an equal installment [Eighty Seven Thousand Five Hundred Dollars ($87,500) in the event there are 16 Regular Season games in the 2018 Regular Season] ("Roster Bonus") for each game during the 2018 Regular Season that be is a member of the Club's Forty Six (46) Man Active Roster. The amount of each Roster Bonus is expressly conditioned upon the Club's total number of Regular Season games for the 2018 season. Under any circumstances, the maximum Player may earn pursuant to this clause for the 2018 League Year is One Million Four Hundred Thousand Dollars (S1,400,000.00). Each Roster Bonus, if earned, will be paid concurrent with paragraph 5 salary during the season in which it is earned. Player shall be subject to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the Settlement Agreement, dated July 25, 2011.

6. 2014-2018 LEAGUE YEARHO:-JORS.

2014-2018 Individual Performance Honors- Pro Bow UP' Team All NFL.lf during the 2014, 2015, 2016,2017 or 2018 Regular Seasons, Player is elected as a Starter or a Back-up on the lnitial Pro Bowl Ballot and participates in the Pro Bowl Game, unless medically excused (Alternate status shall not count as Player having achieved this provision), OR Player is selected 151 Team ALL NFL by any ofthe Veteran Media as outlined in Article 13, Section 6 of the 2011 Collective Bargaining Agreement THEN Player will earn One Hundred Thousand Dollars ($100,000.00).

The maximum Player can earn based upon any one regular season's performance is One Hundred Thousand Dollars ($1 00,000.00). The maximum Player can earn pursuant to Paragraph 6 is Five Hundred Thousand Dollars ($500.000.00).

7. AUfOMA TIC CONVERSIONS. Player and Club agree that on one or more occasions and at any time during the duration of this Contract, Club shall have the right, but not the obligation, to (i) convert any portion of Player's Paragraph 5 Salary set forth in this Contract into Signing Bonus, or (ii) convert any portion or all of the Roster Bonus(es), if any, set forth in this Contract into Signing Bonus. If Club exercises its right(s) to convert such Paragraph 5 Salary and/or Roster Bonus(es) as provided herein, Club shall use the same form of "Signing Bonus" Addendum language as stated in this Contract except that (i) such converted Paragraph 5 Salary shall be payable in 17 equal weekly installments over the ensuing Regular Season and (ii) such converted Roster Bonus(es) shall be payable within 15 days after the applicable Roster Bonus was originally to be paid. Player agrees to execute superseding !\'FL Player Contract(s) effecting the conversion(s) without receiving any additional consideration from Club.

Player further agrees that the conversion(s) itself (or themselves}, if effected, shall constitute valuable and adequate consideration for Player"s agreement to execute the new >JFL Player Contract(s} and that Player shall be in default under the terms and conditions of this Contract if he refuses or fails to promptly execute the new l\"FL Player Contract(s) after requested by Club.

8. REPRESENTATION AND WARRANTY. By signing this Contract, Player hereby represents and warrants, as of the date of his signature, except as otherwise disclosed to Club, that be has (1) not been charged with, indicted for, convicted of or pled nolo contendere to any felony and/or misdemeanor involving fraud or moral turpitude, and (2) not engaged in conduct which could subject him to a charge, indictment or conviction of any such offense. Player acknowledges and agrees his full and complete disclosure to Club of all information related to this representation and warranty has been relied upon by Club and is a condition precedent and material inducement to Club's entering into this Contract and Club's payment to Player of any and all potential compensation or terms of compenSill.ion described herein in the Signing Bonus Addendum as well as in Paragraph 1. 2, 3, 4, 5, 6., and 7. Furthermore, the parties intend and agree that such provisions shall be severable and subject to rescission upon a breach of this representation and warranty without affecting the parties r~maining ;~ursuant to this Contract.

Player Club Agent

36

Zach Strief 12

9. ADDTTlONAL PLAYER SERVICES. In addition to the services in the standard NFL Player Contract, Paragraph 2, Player agrees to do five (5) appearances (gratis) for each contract year with out-of-town expenses being paid by Club. Player agrees to sign 400 items of Club memorabilia per year for the sole use of Club for distribution. Memorabilia includes, but is not limited to, football equipment, photographs and licensed apparel of the NFL and the New Orleans Saints Football Club. Player agrees to perform up to a maximum offour (4) hours of service on me New Orleans Saints Internet (home page) each month during the term of this Agreement Club and Player will mutually agree on dates and times of participation.

10. PAYMEI\TS. Unless omerwise specifically provided herein, any performance bonus amounts earned under this Addendum shall be payable to Player on or before the February 28th following the Regular Season in which the bonus ·was earned. Upon a contract tennination, unless otherwise specifically provided herein, any payments contained in this contraCt owed to Player by Club that survive me termination of the contract will be paid according to its normal schedule (as if the contract had not been terminated). If such payment is subject to an offset provision, payment will be made \vithin 30 days after the conclusion of the Super Bowl immediately following the season from which the payment was to be made.

11. JURISDICTION. As a material inducement for the Club to employ Player's services, Player promises and agrees that any worker's compensation claim, dispute, or cause of action arising out of Player's employment with the Club shall be subject to the worker's compensation laws of Louisiana exclusively and not the worker's compensation laws of any other state. Player further agrees that any claim, filing, petition, or cause of action in any way relating to workers' compensation rights or benefits arising out of Player's employment with the Club, including without limitation the applicability or enforceability of this addendum, shall be brought solely and exclusively with the Louisiana courts or the Louisiana body that has jurisdiction over the matter.

12. COI\''FIDEI\'TlALTTY. The financial terms of the Contract and this Addendum shall be Strictly confidential except as otherwise expressly provided.

13. FULL FORCE. This Addendum modifies the Contract only to the extent specifically set forth herein. In all other respectS the Contract, including any Addenda thereto, remains unchanged and in full force and effect

14. NON-TAMPERING CLAUSE. During the term of the Contract, neither Player nor his representatives will solicit offers from, negotiate with, or enter into any agreement with any professional football team other than Club to perform football-related services. This prohibition applies to all offers, contracts, or negotiations regardless of whether or not the prospective services are to be performed by Player after the expiration of the Contract. Player hereby represents that he is not under contract to any other professional football league, or any other professional football club, and is free to negotiate and sign this agreement.

15. CLAUSE HEADINGS. The clause beadings appearing in this Addendum have been inserted for the purpose of convenience and ready reference. They do not purpon to, and shall not be deemed to, define, limit or extend the scope or intent of the clauses to which they appertain nor any other substantive provision of the Contract.

16. ACKNOWLEDGEMENT. By signing this addendum, Player acknowledges that he has read it and has consulted with the advisor of his choice or had the opportunity to do so, understands its terms, and enters into it of his own free will and choice.

Executed this __ day of March, 2014.

PLAYER

CLUB

Khai Harley Zach Strief

AGENT

¢~~=~ -----_/_,lift Player Club Agent

Chapter Two

Contract Negotiations in Professional Hockey

Stephen Reich, Esq.Reich PMPittsburgh

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CONTRACT NEGOTIATIONS IN PROFESSIONAL HOCKEY CLE

Getting to Unrestricted Free Agency: A tale of two players.

Overview

•Purpose: the purpose of this presentation is to illustrate two different paths that a youngNHL player can navigate in order to attain the status of an Unrestricted Free Agent (UFA).

••Outline: I will start with some basic definitions to provide context for the discussionbefore detailing two different routes that players often take to attain UFA status.

Definitions

•Unrestricted Free Agent: A player currently not under contract whose negotiating rightsare not subject to exclusivity, right of first refusal, or draft choice compensation in favor ofany club. Generally, a player must reach 27 years of age or play 7 accrued seasons (40games or more on a club’s active roster) to reach UFA status.

•Restricted Free Agent: A player whose contract has expired, but is still subject to right offirst refusal and/or draft choice compensation in favor of his prior club.

Definitions Cont’d

•Entry Level System (ELS): The ELS is the NHL CBA’s Rookie wage scale. Essentially, thefirst NHL contract for any player entering the NHL under the age of 24 will be subject tothe ELS compensation limits. How long a player’s ELS deal lasts depends on his agewhen he first signs his ELS deal.

Context

•The two most common routes taken by North American players who get to the NHL areMajor Junior and NCAA. Commonly, a player who takes the Major Junior route will signhis ELS deal at age 20 upon completion of his Junior Career. A player who takes theNCAA route and finishes his college career will commonly be at least 22 years old whenhe signs his ELS deal. The difference in age between signing at age 20 versus age 22significantly impacts a player’s negotiating leverage as he works towards attaining UFAstatus. With this context in mind, I will detail those differences in the next two sections.

•

Major Junior Player who signs at age 20

•A player who signs his ELS deal at age will be subject to its compensation limits for 3years.

•Upon expiration of this player’s ELS deal, he will be a Restricted Free Agent withoutArbitration rights. The CBA stipulates that players who sign their first contracts betweenthe ages of 18-20 must play 4 professional seasons before they are eligible to elect SalaryArbitration.

Major Junior Player who signs at age 20 Cont’d

•From a negotiating standpoint, this lack of Arbitration rights means the Major Juniorplayer who signs at age 20 has almost no leverage when it comes to valuing the first yearof his 2nd contract. Because he cannot negotiate with the possibility of a third partyArbitrator determining his value in the marketplace, the team possesses a great deal ofleverage over him. His only real recourse is to hold out, which is a risky move for avariety of reasons, not the least of which is that players who do not play in the NHL byDecember 1st of a given season are thereafter ineligible to compete for the rest of thatyear.

•


•With the player’s leverage minimized by lack of arbitration rights, you almost always seeplayers in this scenario playing below their market value during their 2 contract.

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•players in this scenario playing below their market value during their 2nd contract.

•Players in this scenario are faced with a couple of options when negotiating.

•The first approach is to play on a one-year deal reflecting the team’s increased leverage.The player takes a deal at a number very close to his ELS salary, and then he reaches RFAstatus again but with arbitration rights when the one-year deal expires. With thepossibility of Arbitration, the players next deal will more accurately reflect his true marketvalue.


•The player’s other option is to sign a two or three-year ‘bridge’ deal. In this case, the firstyear of the deal reflects the player’s decreased leverage, and the subsequent years arenegotiated based on his projected value in an arbitration case. These projections are noteasy, and it is impossible to state with certainty what a player’s arbitration value will be,but the security of a two or three-year deal as opposed to one-year deal is oftenappealing to the players.

•Whether or not a player plays his first RFA deal on a one-year versus a two or three-yearbridge, he will still be a RFA when that deal expires, but with fewer years left before hereaches UFA status.


•Players looking to sign their 3rd contract will use projected Arbitration and UFA values tonegotiate. As was mentioned earlier, players need 7 accrued seasons or 27 years of ageto reach UFA status, and that scenario generally comes into play when negotiating thisplayer’s 3rd contract. The player’s leverage is enhanced because more experiencedplayers have higher arbitration values and also because a player’s UFA years between theages of 27-31 are viewed as the most valuable of his career.

•The bottom line for a player who signs at age 20 out of Major Junior is that hisnegotiating leverage is comparatively decreased early in his career, but that his body ofwork and experience will lead to a bigger pay day in his 3rd contract.

College Player who signs at age 22

•A player coming out of college at the age of 22 will be subject to the ELS and itscompensation limits for 2 years (as opposed to the 3 of the Major Junior player who signsat 20).

•Also, players who sign ELS deals at 22 need to play only 2 years of professional hockey inorder to attain Arbitration rights.

•These means that a college player who signs at age 22 will be immediately eligible toelect salary arbitration upon the expiration of his ELS.

College Player who signs at age 22 Cont’d

•Players in this scenario often sign ‘bridge’ deals as well, but they do not have to factor inthe decreased leverage of the ‘non-arb’ year when negotiating their 2nd contract.

• It is important to note, however, that the two most important stats in Arbitration aregames played and points per game. A player with 2 years under his belt will necessarilyhave fewer games played, and therefore his projected arbitration award will be lesslucrative than a player with 4 years of professional experience.

•Nonetheless, the arbitration rights for this player make the negotiation of his secondcontract less painful and more objective than his Major Junior counterpart.

•

College Player who signs at age 22 Cont’d

• In terms of this player’s 3rd contract, the analysis is similar in that the RFA years will bebased on projected arbitration values, while the UFA years will be based on the player’sprojected value in the UFA market. With less years under his belt (5 versus 7), thisplayer’s Arbitration and UFA projections will generally be less than his Major Juniorcounterpart.

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•For this player, he spends less time in the ELS, and he has arbitration rights immediatelyafter his ELS deal expires, but his arbitration and UFA projections will be less than theplayer who entered the NHL at a younger age.

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Chapter Two

AppendixSelect NHLPA Regulations

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ARTICLE 9 ENTRY LEVEL COMPENSATION

9.1 Applicability and Duration. Effective with SPCs entered into after the execution of this Agreement:

(a) No Club may enter into an SPC with a Rookie that provides for compensation in excess of that permitted by this Article.

(b) Subject to subsection (c) below, the period covered by the SPC for every Rookie, and the number of years that such Player will be in the Entry Level System and subject to the compensation limits set out in this Article, shall be as indicated on the chart immediately below, and during such period, the Player shall be deemed to be a "Group 1 Player":

First SPC Signing Age

Period Covered by First SPC and Years in the Entry Level System and Subject to Compensation Limits

18-21 3 years

22-23 2 years

24 1 year

25 and older No required number of years, not in the Entry Level System and not subject to limits on compensation

(c) Notwithstanding the chart set forth in (b) above, a Player who at the time he was drafted was playing for a team outside North America or who meets the qualifications set forth in Article 8.4(a)(v) (a "European Player") who signs his first SPC at ages 25-27 shall be subject to the Entry Level System for one (1) year. A European Player who signs his first SPC at age 28 or older is not subject to the Entry Level System under any circumstances.

(d) (i) In the event that an 18 year old or 19 year old Player signs an SPC with a Club but does not play at least ten (10) NHL Games in the first season under that SPC, the term of his SPC and his number of years in the Entry Level System shall be extended for a period of one (1) year, except that this automatic extension will not apply to a Player who is 19 according to Section 9.2 by virtue of turning 20 between September 16 and December 31 in the year in which he first signs an SPC. Unless a Player and Club expressly agree to the contrary, in the event a Player's SPC is extended an additional year in accordance with this subsection, all terms of the SPC, with the exception of Signing Bonuses, but including Paragraph 1 Salary, games played bonuses and Exhibit 5 bonuses, shall be extended; provided, however, that the Player's Paragraph 1 Salary shall be extended in all circumstances.

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(ii) In the event that a Player signs his first SPC at age 18 and has had his SPC extended pursuant to Subsection (i), and such Player does not play at least ten (10) NHL Games in the second season under that SPC, then the term of his SPC and his number of years in the Entry Level System shall be extended for one (1) additional year. Unless a Player and Club expressly agree to the contrary, in the event a Player's SPC is extended an additional year in accordance with this Subsection, all terms of the SPC, with the exception of Signing Bonuses, but including Paragraph 1 Salary, games played bonuses and Exhibit 5 bonuses, shall be extended; provided, however, that the Player's Paragraph 1 Salary shall be extended in all circumstances.

(iii) In the event a Player ceases to render his playing services called for under his SPC (except as a result of injury, illness or disability) during such period that he is in the Entry Level System, then during such non-playing period, the Player's number of years in the Entry Level System shall be extended for a period equal to the remaining unfulfilled portion of his SPC.

(iv) The return dates to Major Juniors (as established by Agreement between the NHL and the Canadian Hockey League, dated May 2, 1995 (or any successor or similar agreement so long as there is no material change in those return dates)), and the minor leagues (as set forth in Section 8.7) are hereby confirmed and affirmed and are continued during the term of this Agreement and any extension hereof (e.g., return dates, prohibition on sending underage players to minors).

9.2 Age of Players. As used in this Article, "age," including "First SPC Signing Age," means a Player's age on September 15 of the calendar year in which he signs an SPC, regardless of his actual age on the date he signs such SPC.

9.3 Entry Level Compensation Limits.

(a) The maximum annual aggregate Paragraph 1 NHL Salary, Signing Bonuses and games played bonuses permitted to be paid to a Group 1 Player in each League Year of his first SPC shall be as follows:

Draft Year NHL Compensation

2005 US$ 850,000

2006 US$ 850,000

2007 US$ 875,000

2008 US$ 875,000

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Draft Year NHL Compensation 2009 US$ 900,000

2010 US$ 900,000

2011 - 2022 US$ 925,000

For example, an 18 year old Player drafted in 2013 and signing an SPC at the age of 19 must sign a three-year SPC, with a maximum compensation of U.S. $925,000 per League Year.

(b) The aggregate of all Signing Bonuses attributable to any League Year to be paid to a Group 1 Player may not exceed 10% of the Player's compensation for such League Year. Games played bonuses attributable to a League Year shall be included in compensation for that League Year at their full potential value (i.e., assuming all such bonuses are earned) and shall be treated as Paragraph 1 NHL Salary. A Group 1 Player may not contract for or receive any bonuses whatsoever other than a Signing Bonus, a games played bonus and Exhibit 5 Bonuses.

(c) The provisions of this Article 9 (including without limitation, the terms specified in Exhibit 5) shall have no application to any Player other than a Player who is subject to the Entry Level System in accordance with this Article 9.

(d) Draft-related Unrestricted Free Agents will be subject to the maximum annual aggregate compensation limits set forth in this Section 9.3 applicable in the Entry Draft year immediately preceding the date on which the Player signs his Entry Level SPC. Such a Player will be subject to all of the other terms and provisions of this Article 9, including without limitation, the terms of Exhibit 5 and the maximum annual Signing Bonus for a draft-related Unrestricted Free Agent will be limited to 10% of the Player's compensation in any League Year.

(e) An SPC for a Group 1 Player, which is filed with Central Registry after the Club's last Regular Season Game, and which is to be effective for the League Year during which it is filed, may contain a Signing Bonus payable during that first (the current) League Year only if: (i) such SPC is a multi-year SPC, (ii) such Club is currently playing in the Playoffs, (iii) such Player is eligible to play in the Playoffs, and (iv) the SPC is signed and filed with Central Registry by 5:00 pm New York time no later than the day prior to the Club's last NHL Game in that League Year.

9.4 Minor League Compensation. Each SPC entered into with a Rookie in the Entry Level System shall automatically be deemed to be a "two way" SPC with a minor league salary equal to the Paragraph 1 Minor League Salary set forth in such SPC or, if no minor league salary is set forth, the greater of (i) $35,000 and (ii) the minimum minor league salary provided for Players in the Minors; provided, however, in no event may such an SPC provide for minor league compensation, including any bonuses for games played, greater than the amount indicated on the following chart:

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Draft Year Maximum Minor League Compensation

2005 US$ 62,500

2006 US$ 62,500

2007 US$ 65,000

2008 US$ 65,000

2009 US$ 67,500

2010 US$ 67,500

2011 - 2022 US$ 70,000

A Group 1 Player may not contract for or receive any bonuses for minor league service other than a games played bonus.

The maximum compensation payable to a Group 1 Player who is playing in the Major Juniors shall be U.S. $10,500 per League Year.

9.5 Exhibit 5 Performance Bonuses. Clubs and Players may negotiate, and a Player who is subject to the Entry Level System under Article 9 may be paid bonuses for the types of performance, and in the maximum amounts, set forth in Exhibit 5.

9.6 Loans to East Coast Hockey League. Players who are party to an Entry Level SPC may be Loaned to the East Coast Hockey League ("ECHL") without the requirement of Player consent, provided the Player will continue to be paid the stated amount of the AHL portion of his two-way SPC.

9.7 Games Played Bonuses for Group 1 Players. Games played bonuses may be provided to a Group 1 Player only for: (i) five (5) games played, (ii) ten (10) games played, and (iii) more than ten (10) games played. Such bonuses shall be subject to the maximum limit on the amount payable and subject to the other conditions for such bonuses, as set forth below.

(a) Subject to the Entry Level compensation limits set forth in Section 9.3 above, for Skaters: (i) bonuses awarded for five (5) games played shall be limited to a maximum of $25,000 in the aggregate; and (ii) bonuses awarded for ten (10) or more games played are not limited as to the maximum amount of the bonus; and

(b) Subject to the Entry Level compensation limits set forth in Section 9.3 above, for Goalies: (i) bonuses awarded for five (5) games played shall be limited to a maximum of $50,000 in the aggregate, with a minimum time-on-ice requirement of at least 30 minutes per

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game; and (ii) bonuses awarded for ten (10) or more games played are not limited as to the amount of the bonus, and shall not require a minimum amount of time-on-ice in any game; and

(c) Final National Hockey League official statistics shall be utilized in determining whether a Player earned a game played.

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ARTICLE 10 FREE AGENCY

10.1 Unrestricted Free Agents.

(a) Group 3 Players and Free Agents.

(i) Any Player who either has seven (7) Accrued Seasons or is 27 years of age or older as of June 30 of the end of a League Year, shall, if his most recent SPC has expired, with such expiry occurring either as of June 30 of such League Year or June 30 of any prior League Year, become an Unrestricted Free Agent. Such Player shall be completely free to negotiate and sign an SPC with any Club, and any Club shall be completely free to negotiate and sign an SPC with such Player, without penalty or restriction, or being subject to any Right of First Refusal, Draft Choice Compensation or any other compensation or equalization obligation of any kind.

(ii) An Unrestricted Free Agent shall not be subject to any limitations on the period of time before which he may qualify as an Unrestricted Free Agent again, or to any limitations on the number of times he may become an Unrestricted Free Agent, except for a Group 5 Player, who may only elect to become a Group 5 Player once, but who may qualify to be another type of Unrestricted Free Agent in accordance with the terms of this Agreement.

(b) Group 5 Free Agents.

(i) Means any Player who has completed ten (10) or more professional seasons (minor league or NHL seasons, but excluding any season in Major Juniors), and who did not earn in the final year of his SPC more than that year's Average League Salary, provided that such Player has not previously elected to become an Unrestricted Free Agent pursuant to the terms of Section 10.1(b)(ii) below or the terms governing Group 5 Free Agents in any collective bargaining agreement preceding this Agreement. For the purposes of the foregoing, the term "professional season" shall: (A) for a Player aged 18 or 19, mean any season in which such Player plays in eleven (11) or more Professional Games (including NHL Regular Season and Playoff Games, minor league regular season and playoff games, and games played in any European professional league, while under an SPC), and (B) for a Player aged 20 or older, mean any season in which such Player plays in one or more Professional Games (including NHL Regular Season and Playoff Games, minor league regular season and playoff games, and games played in any European professional league, while under an SPC).

(ii) Any Group 5 Player shall be entitled at the expiration of his SPC to elect to become an Unrestricted Free Agent by notifying in writing the League

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and his Prior Club, in accordance with Exhibit 3 hereof, of such election on or before July 10 (or such other date as may be agreed in an applicable critical date calendar agreed to by the League and the NHLPA) of the League Year in which such Player qualifies to become a Free Agent pursuant to this subsection. Upon making such election, such Player shall be completely free to negotiate and sign an SPC with any Club, and any Club shall be completely free to negotiate and sign an SPC with such Player, without penalty or restriction, or being subject to any Right of First Refusal, Draft Choice Compensation or any other compensation or equalization obligation of any kind.

(c) Group 6 Free Agents.

(i) Means any Player who is age 25 or older who has completed three (3) or more professional seasons, whose SPC has expired and: (i) in the case of a Player other than a goaltender, has played less than 80 NHL Games, or (ii) in the case of a goaltender, has played less than 28 NHL Games (for the purpose of this definition, a goaltender must have played a minimum of thirty (30) minutes in an NHL Game to register a game played). For the purposes of the foregoing, the term professional season shall: (A) for a Player aged 18 or 19, mean any season in which such Player plays in eleven (11) or more Professional Games (including NHL Regular Season and Playoff Games, minor league regular season and playoff games, and games played in any European professional league, while under an SPC), and (B) for a Player aged 20 or older, mean any season in which such Player plays in one or more Professional Games (including NHL Regular Season and Playoff Games, minor league regular season and playoff games, and games played in any European professional league, while under an SPC).

(ii) Any Group 6 Player shall, at the expiration of his SPC, become an Unrestricted Free Agent and shall be completely free to negotiate and sign an SPC with any Club, and any Club shall be completely free to negotiate and sign an SPC with such Player, without penalty or restriction, or being subject to any Right of First Refusal, Draft Choice Compensation or any other compensation or equalization obligation of any kind.

(d) Draft-Related Unrestricted Free Agents.

(i) Any Player not eligible for claim in any future Entry Draft pursuant to this Agreement and not on a Club's Reserve List shall be an Unrestricted Free Agent. Further, any Player eligible for claim in the Entry Draft, but who was unclaimed, shall be an Unrestricted Free Agent subject to the provisions of Section 8.9(b).

(ii) Each Player referred to in subsection (d)(i) above shall, during the period of his Free Agency in accordance with Section 8.9(b), if applicable, be

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completely free to negotiate and sign an SPC with any Club, and any Club shall be completely free to negotiate and sign an SPC with such Player, without penalty or restriction subject to the provisions of Article 9 of this Agreement, if applicable, and without being subject to any Right of First Refusal, Draft Choice Compensation or any other compensation or equalization obligation of any kind.

10.2 Restricted Free Agents.

(a) Group 2 Players and Free Agents.

(i) (A) Any Player who meets the qualifications set forth in the following chart and: (1) is not a Group 1 Player or a Group 4 Player, and (2) is not an Unrestricted Free Agent, shall be deemed to be a "Group 2 Player" and shall, at the expiration of his SPC, become a Restricted Free Agent. Any such Player shall be completely free to negotiate and sign an SPC with any Club, and any Club shall be completely free to negotiate and sign an SPC with any such Player, subject to the provisions set forth in this Section. As used in this Section 10.2, "age," including "First SPC Signing Age" means a Player's age on September 15 of the calendar year in which he signs an SPC regardless of his actual age on the date he signs such SPC.

First SPC Signing Age Eligible for Group 2 Free Agency 18 - 21 3 years professional experience 22 - 23 2 years professional experience

24 or older 1 year professional experience

For the purposes of this Section 10.2(a), a Player aged 18 or 19 earns a year of professional experience by playing ten (10) or more NHL Games in a given NHL Season, and a Player aged 20 or older (or who turns 20 between September 16 and December 31 of the year in which he signs his first SPC) earns a year of professional experience by playing ten (10) or more Professional Games under an SPC in a given League Year.

(B) Notwithstanding the foregoing, if a Group 2 Player requests salary arbitration, or a Club requests salary arbitration, pursuant to Article 12, such Player will not be eligible to negotiate with any Club other than his Prior Club or sign an Offer Sheet pursuant to this Article 10, except as provided in Sections 12.3(a) and 12.10.

(ii) In order to receive a Right of First Refusal or Draft Choice Compensation (at the Prior Club's option) with respect to a Restricted Free Agent, the Prior Club of a Restricted Free Agent must tender to the Player, no later than 5:00 p.m. New York time on the later of June 25 or the first Monday after the Entry Draft of the final year of the Player's SPC, a "Qualifying Offer", which shall be an offer of an SPC, for one League Year, which is subject to salary arbitration if such Player is otherwise eligible for salary

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arbitration in accordance with Section 12.1, on at least the following terms and conditions:

(A) if the Player's prior year's Paragraph 1 NHL Salary is less than or equal to $660,000 for that League Year, 110% of the prior year's Paragraph 1 NHL Salary.

(B) if the Player's prior year's Paragraph 1 NHL Salary is greater than $660,000, but less than $1,000,000 for that League Year, 105% of his prior year's Paragraph 1 NHL Salary, but in no event to exceed $1,000,000.

(C) if the Player's prior year's Paragraph 1 NHL Salary is equal to or greater than $1,000,000 for that League year, 100% of the prior year's Paragraph 1 NHL Salary.

(D) if a Player is eligible to receive a Two-Way Qualifying Offer, the Paragraph 1 Minor League Salary component shall not be less than the higher of the Player's prior year's Paragraph 1 Minor League Salary, if any, or the minimum Minor League salary.

A Qualifying Offer shall not be open for acceptance prior to July 1. If a Qualifying Offer meeting the above requirements is timely made, the Prior Club shall have a Right of First Refusal, exercisable in accordance with Section 10.3 below, or Draft Choice Compensation, exercisable in accordance with Section 10.4 below. A Qualifying Offer will be deemed to have met the above requirements if the Prior Club timely provides the Player a completed copy of the notice attached as Exhibit 19 hereto, in accordance with Exhibit 3 hereto.

(iii) A Club's Qualifying Offer must be a One-Way Qualifying Offer if the applicable Player has: (A) actually played (excluding games missed for injury, illness or disability) 180 or more NHL Games in the previous three (3) NHL Seasons, (B) played at least sixty (60) NHL Games in the previous NHL Season, and (C) not cleared Waivers in the period between the 12th day prior to the commencement of the previous Regular Season and the end of a Club's previous Playing Season. For purposes hereof only, a goaltender is deemed to have played an NHL Game when he was dressed and on the bench as a backup. In all other cases, a Qualifying Offer may be a Two-Way Qualifying Offer.

(iv) In the event a Prior Club fails to make a Qualifying Offer as set forth in this Section 10.2 and fails to elect salary arbitration pursuant to Section 12.3(a), the Player shall immediately become an Unrestricted Free Agent and shall be completely free to negotiate and sign an SPC with any Club, and any Club shall be completely free to negotiate and sign an SPC with any such Player, without penalty or restriction or being subject to any Right of First Refusal, Draft Choice Compensation, or any other compensation or equalization obligation of any kind.

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(v) A Qualifying Offer shall automatically expire at 5:00 p.m. New York time on July 15; provided, however, that the Club may by written notice to Central Registry and the NHLPA, sent in accordance with Exhibit 3 hereof, provided on or before 5:00 p.m. New York time on July 15, extend the deadline for Qualifying Offer acceptance to a date (which must be a fixed and definitive calendar date) determined in its sole discretion.

(b) Group 4 Free Agents.

(i) Definition of "Defected Player." For purposes of this Agreement, "Defected Player" means any Player not unconditionally released:

(A) who, having had an SPC with a Club, the provisions of which have not been completely fulfilled, contracts for a period including any part of the unfulfilled portion of his SPC, with a club in a league not affiliated with the NHL or with any such league (both of which are hereinafter referred to as an "unaffiliated club") or with any other professional hockey club to the exclusion of the said Club or its assignee; or

(B) who, never having been under contract to any Club, but as to who the NHL negotiation rights now or at any time hereafter shall reside in any Club, has contracted or shall contract with such an unaffiliated club.

(C) A Player who plays out his final season and enters into a contract for a period including the following season with an unaffiliated club or with any other professional hockey club shall not be deemed to be a "Defected Player"; provided, however, that nothing contained in this Section shall be construed to affect the rights of said Club to compensation, if applicable, pursuant to this Article 10 in the event that said Player should subsequently enter into an SPC for his services as a professional hockey player with another Club of the NHL.

(ii) Free Agent Status.

(A) Any such Defected Player shall be deemed to have become a free agent within the meaning of this Agreement, when one of the following conditions (1), (2), (3), (4) or (5) and condition (6) have occurred.

(1) the Player, having become a Defected Player pursuant to Section 10.2(b)(i)(A), has become free of any obligation to such unaffiliated club(s) or such other professional hockey club(s) during the playing season by reason of its default or the dissolution of its league and has not, prior to fourteen

54

(14) days thereafter, entered into a valid SPC for a period which includes the current and/or following season, for his services as a professional hockey player with the Club with which he was last under SPC; or

(2) the Player, having become a Defected Player pursuant to Section 10.2(b)(i)(A), has become free of any obligation to such unaffiliated club(s) or such other professional hockey club(s) during the off season and has not, prior to sixty (60) days thereafter, entered into a valid SPC for a period which includes the current and/or following season for his services as a professional hockey player with the Club with which he was last under SPC; or

(3) the Player, having become a Defected Player pursuant to Section 10.2(b)(i)(B) and having played no more than two (2) full seasons with an unaffiliated club(s), has become free of any obligation to such unaffiliated club(s) during the playing season by reason of its default or the dissolution of its league and has not, prior to fourteen (14) days thereafter, entered into a valid SPC for a period which includes the current and/or following season for his services as a professional hockey player with the Club which last had the NHL rights to negotiate with such Player; or

(4) the Player, having become a Defected Player pursuant to Section 10.2(b)(i)(B), and having played no more than two (2) full seasons with an unaffiliated club(s), has become free of any obligation to such unaffiliated club(s) during the off season and has not, prior to thirty days thereafter, entered into a valid SPC for a period which includes the current and/or following season for his services as a professional hockey player with the Club which last had the NHL rights to negotiate with such Player; or

(5) the Player, having become a Defected Player pursuant to Section 10.2(b)(i)(B) and having played more than two (2) full seasons with an unaffiliated club(s), has become free of any obligation to such unaffiliated club(s); and

(6) the Commissioner makes a determination (which shall be made as promptly as feasible) that he has reason to believe that the conditions described in subparagraphs (1), (2), (3), (4) or (5) have occurred, that he has ascertained the date upon which such Player became free of obligation, and that the Player falls within category (A) or (B) of Section 10.2(b)(i) above, by placing such a Player's name on the

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Free Agent List (Defected Players) issued as of such time or any amendment of such List, which List, except for the date thereof and except for its application to Defected Players, as defined herein, shall otherwise be issued substantially in accordance with Exhibit 3.

(B) Upon the occurrence of the conditions prescribed by subparagraphs (1), (2) and (3) of Section 10.2(b)(ii)(A), the provisions of this Article 10, as applicable, shall then apply to any such Defected Player as if he had become a free agent at the expiration of his SPC, including, without limitation, the rights and obligations which would be imposed or conferred by the provisions of Sections 10.3 through 10.4 upon a Club signing such a Player and upon a Club with whom a free agent was last under SPC or who owned the NHL rights to negotiate with such Player.

(C) When the Commissioner places such a Player's name on the Free Agent List it shall bear an appropriate notation that the Player has contracted with a club in an unaffiliated league or with any other professional hockey club and that the placing of such a Player's name on the Free Agent List does not constitute any representation that he has fulfilled or will fulfill his obligation to the unaffiliated club or other professional hockey club prior to the commencement of the next season.

(iii) If the Club with which any Player covered by Section 10.2(b)(i) was last under SPC or which owned the NHL rights to negotiate with such Player has properly transferred or assigned or properly transfers or assigns those rights to another Club, then all rights and obligations conferred by this Article 10 upon the Club with which such Player was last under SPC (or, as provided by Section 10.2(b)(i)(C) and Section 10.2(b)(ii), the Club which owned the NHL rights to negotiate with such Player) shall be deemed to have been assumed and acquired thereby by such other Club.

(iv) Application of League By-Law Section 15. Anything to the contrary in this Section 10.2(b) notwithstanding, until all of the conditions specified in Section 10.2(b)(ii) have occurred, the Club with which any Player covered by Section 10.2(b)(i) was last under SPC, or in the case of defected Players referred to in Section 10.2(b)(i)(C), the Club which now or hereafter owns, through an NHL Entry Draft or through a proper transfer or assignment from another Club or otherwise, the professional rights or the right to negotiate for said professional rights, shall be deemed to continue to hold such professional or negotiating rights and the provisions of League By-Law Section 15 shall be applicable.

(v) Administration and Interpretation. The Club with which the Player was last under SPC or then holding his NHL negotiation rights shall have

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primary responsibility for acquiring and furnishing information to the Commissioner to assist him in determining the status of any such Player but all Clubs obtaining information with respect thereto shall have the responsibility to furnish such information to the Commissioner for that purpose as promptly as it becomes available from time to time.

(vi) Right of First Refusal, No Draft Choice Compensation.

(A) In order for a Prior Club to obtain a Right of First Refusal for any Group 4 Player who has signed an Offer Sheet, the Prior Club must offer to such Player, in accordance with Exhibit 3 hereto, a Qualifying Offer on or before 5:00 p.m. New York time on the later of June 25 or the first Monday after the Entry Draft of the year he becomes a Group 4 free agent. Such Qualifying Offer must be for at least the Minimum Paragraph 1 Salary and if the Player meets the qualifications for being in the Entry Level System, an SPC for a term corresponding to the Player's age as required under Section 9.1(b) or otherwise one-year SPC.

(B) Provided such Qualifying Offer has been made, the Prior Club shall have a Right of First Refusal in respect of any Offer Sheet received by such Player from a New Club, as per the terms set forth in Section 10.3.

(C) Notwithstanding any provision to the contrary contained in this Agreement, the Prior Club is not entitled to Draft Choice Compensation for the loss of a Group 4 Player.

(c) Players With Fewer Than Three Years of Professional Experience.

Any Player with fewer than the required years of professional experience set forth in Section 10.2 shall have no right to Free Agency except as provided in this section. Upon expiration of such a Player's SPC, the Club to whom the Player was last under SPC shall be entitled to make that Player a Qualifying Offer under the terms and conditions set forth in Section 10.2(a)(ii) above. A Club which makes this Qualifying Offer will have the exclusive right to negotiate with any such Player. In the event no such Qualifying Offer is made, the Player shall immediately become an Unrestricted Free Agent pursuant to Section 10.2(a)(iv) above.

10.3 Offer Sheet and First Refusal Procedures.

(a) When a Restricted Free Agent receives an offer to sign an SPC from any Club (the "New Club") other than his Prior Club, which offer the Player desires to accept, he shall give to the Prior Club, in accordance with Exhibit 3 hereto, a completed certificate substantially in the form of Exhibit 6 attached hereto (the "Offer Sheet"), signed by the Restricted Free Agent and the New Club, which shall contain the "Principal Terms" (as defined below) as well as all other terms of compensation of the New Club's offer. The Prior Club, within seven (7) days after

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the date it receives the Offer Sheet, may exercise or not exercise its Right of First Refusal, which shall have the legal consequence set forth below. Once an Offer Sheet for a Restricted Free Agent has been received by the Prior Club, the Prior Club may not Trade or otherwise Assign its Right of First Refusal for such Restricted Free Agent.

(b) If the Prior Club gives the Restricted Free Agent and his Certified Agent, if any, notice, in accordance with Exhibit 3 hereto, that it is exercising its Right of First Refusal (a "First Refusal Exercise Notice"), such notice to be substantially in the form of Exhibit 7 attached hereto, to the Player's and his Certified Agent's, if any, e-mail address listed on the Offer Sheet, if any, within the seven (7) day period, such Restricted Free Agent and the Prior Club shall be deemed to have entered into a binding agreement, which they shall promptly formalize in an SPC, containing: (i) all the Principal Terms (subject to subsection (e) below); and (ii) such additional terms as may be agreed upon between the Restricted Free Agent and the Prior Club. The Prior Club may not Trade that Restricted Free Agent for a period of one year from the date it exercises its Right of First Refusal.

(c) If the Prior Club does not give the Restricted Free Agent the First Refusal Exercise Notice within the seven (7) day period, the Player and the New Club shall be deemed to have entered into a binding agreement, which they shall promptly formalize in an SPC, containing all of the terms contained in the Offer Sheet, and the Restricted Free Agent's Prior Club shall receive from the New Club the Draft Choice Compensation, if any, specified in Section 10.4 below.

(d) (i) A Club may have more than one Offer Sheet signed by a Restricted Free Agent outstanding at any one time and from time to time, provided that it has the available draft picks to satisfy its obligations pursuant to Section 10.4 with respect to all Offer Sheets outstanding at the relevant time.

(ii) An Offer Sheet, once signed by the Player and the New Club, shall be irrevocable.

(e) For the purposes of this Article, the Principal Terms of an Offer Sheet are limited to the term, Paragraph 1 Salary and Signing Bonus and Reporting Bonus the New Club offers to the Restricted Free Agent (currently and/or as Deferred Compensation in specified installments on specified dates) in consideration for his services as a hockey Player under the SPC.

(f) All Principal Terms contained in an Offer Sheet shall be fixed and readily determinable amounts of cash, which shall not be subject to any conditions or contingencies whatsoever, except as to the date on which payment is to be made.

(g) Simultaneously with the giving of an Offer Sheet to the Prior Club, the New Club shall give a copy thereof to Central Registry and the NHLPA, all in accordance with Exhibit 3 hereto. Simultaneously with the giving of a First Refusal Exercise Notice to the Restricted Free Agent, the Prior Club shall give a copy thereof to the NHL and the NHLPA, all in accordance with Exhibit 3 hereto.

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(h) Upon receipt of an Offer Sheet, the Prior Club shall immediately notify Central Registry, in accordance with Exhibit 3 hereto, a request to encumber the New Club's required draft picks and place them in reserve for the Prior Club. Upon receipt of either a copy of such Offer Sheet or the notice from the Prior Club, Central Registry shall immediately determine whether the New Club's required draft picks are available and unencumbered. If such draft picks are available, the League shall encumber them in reserve for the Prior Club. If the required draft picks are not available and unencumbered, the League shall immediately notify all parties (the Restricted Free Agent, his Certified Agent (if any), the New Club and the Prior Club), all in accordance with Exhibit 3 hereto, and the said Offer Sheet shall be deemed null and void. Upon receipt of any First Refusal Exercise Notice, Central Registry shall immediately release any encumbrance it has placed on the New Club's draft picks.

(i) Subject to the restrictions set forth in Sections 11.4 and 11.6(a)(vi), in the event that any Offer Sheet is determined to be invalid by the Impartial Arbitrator as being in breach of this Agreement, the Restricted Free Agent shall, for a period of seven (7) days from the rendering of such decision by the Impartial Arbitrator, be entitled to the rights of a Restricted Free Agent hereunder, including the right to obtain an Offer Sheet and to elect, or for the Club to elect, salary arbitration (if otherwise eligible for salary arbitration in accordance with Article 12 and the Player, or the Club, as the case may be, still had such right to so elect at the time the Player executed the Offer Sheet).

(j) On or before May 15 of each League Year, the NHL will provide the NHLPA with a draft Free Agent List in its then-current form, which List shall set forth each Player's name and the group(s) of Free Agency he qualifies for (assuming Club were to make a Qualifying Offer) effective as of that July 1. The NHLPA will review the draft Free Agent List and, on or before June 1, will provide the NHL with written notice of any potential disputes concerning the List, providing the details underlying the dispute. The NHL acknowledges that the NHLPA will review and discuss the draft Free Agent List with the Players' Certified Agents in order to collect information relevant to identifying potential disputes. The NHLPA acknowledges that said List is only a draft and that the NHL is free to amend said List in any manner it deems appropriate (which promptly will be sent to the NHLPA) and that said List (and any draft amendments) shall not be used as evidence against, or prejudice in any fashion, the NHL in any matter whatsoever.

(k) When a final version of the Free Agent List is distributed by the League, the League will provide that List to the NHLPA within a reasonable time period after it provides the List to the Clubs, but before it issues a press release setting forth the List, and shall thereafter throughout each League Year promptly issue such bulletins correcting, amending and updating such List as may be necessary to add or delete Players to ensure the accuracy of the Free Agent List on an ongoing basis. Information shall not be selectively withheld for some Players but not others. If one or more Free Agent Lists are so circulated, copies thereof and all amendments and updates thereto shall be sent by the NHL simultaneously to the NHLPA.

(l) The draft Free Agent List and final Free Agent List discussed herein will be distributed to the NHLPA in electronic format, provided the NHLPA will distribute the Lists only to Certified Agents and Players. Certified Agents and Players will not distribute publicly any such Lists, including posting them on any website.

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10.4 Draft Choice Compensation for Restricted Free Agents.

Any Club that is entitled to but does not exercise its Right of First Refusal pursuant to Section 10.3 shall be entitled to obtain Draft Choice Compensation from the New Club. The number and quality of draft choices due to the Prior Club shall be based on the average annual value of the compensation contained in the Principal Terms (as defined in Section 10.3(e) hereof) of the New Club's Offer Sheet (determined by dividing such compensation by the lesser of the number of years of the Offer Sheet or five), based on the following scale:

GROUP 2 COMPENSATION CHART

OFFER SHEET COMPENSATION$1,110,249 or below None Over $1,110,249 to $1,682,194 Third Round Over $1,682,194 to $3,364,391 Second Round Over $3,364,391 to $5,046,585 First Round and Third Round Over $5,046,585 to $6,728,781 First Round, Second Round, and Third

RoundOver $6,728,781 to $8,410,976 Two First Rounds, Second Round, and

Third Round Over $8,410,976 Four First Rounds

The dollar amounts set forth in the scale outlined above shall be increased on an annual basis at the same percentage rate of annual increase as the Average League Salary, with the first such increase occurring based upon a comparison of the 2014/15 Average League Salary to the 2013/14 Average League Salary. By way of example, if the Average League Salary for the 2014/15 League Year has increased by ten (10) percent from the Average League Salary for the 2013/14 League Year, then each of the dollar amounts stated in the table above shall be increased by ten (10) percent, and the basis for determining the number and quality of draft choices due to the Prior Club for the loss of a Restricted Free Agent signed after such date shall be adjusted accordingly. Clubs must use their own draft picks (being those awarded directly to the Club by the League for use by it in the Entry Draft, including such draft picks described in the first clause of this parenthetical that a Club has traded or encumbered, and subsequently reacquired or unencumbered).

Clubs cannot acquire picks to use as compensation (with the exception being a Club's own draft selections that are traded and then re-acquired).

Clubs owing one (1) draft selection must have it available in the next draft.

Clubs owing two (2) draft selections in different rounds must have them available in the next draft.

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Clubs owing three (3) draft selections in different rounds must have them available in the next draft.

Clubs owing two (2) draft selections in the same round, must have them available in the next three (3) drafts.

Clubs owing three (3) draft selections in the same round must have them available in the next four (4) drafts, and so on.

When a Club owes two (2) or more draft selections in the same round, the signing Club does not elect the years in which such selections shall be awarded to the Prior Club; rather, the selections next available will be transferred to the Prior Club (i.e., a Club that owes two (2) selections has them available in the next two (2) drafts – that is when they are transferred).

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ARTICLE 12 SALARY ARBITRATION

12.1 Eligibility for Player or Club Election of Salary Arbitration.

(a) A Player is eligible for salary arbitration if the Player meets the qualifications set forth in the following chart and in Section 12.1(b) below:

First SPC Signing Age

Minimum Level of Professional Experience Required to be

Eligible for Salary Arbitration

18-20 4 years professional experience

21 3 years professional experience

22-23 2 years professional experience

24 and older 1 year professional experience

A Player aged 18 or 19 earns a year of professional experience by playing ten (10) or more NHL Games in a given season. A Player aged 20 or older (or who turns 20 between September 16 and December 31 of the calendar year in which he signs his first SPC) earns a year of professional experience by playing ten (10) or more Professional Games under an SPC in a given season.

(b) Only Players who qualify as Restricted Free Agents as described in Section 10.2 of this Agreement, who meet the qualifications in Section 12.1(a) above, and who have not signed an Offer Sheet are eligible either to elect salary arbitration or be subject to a Club-elected salary arbitration.

(c) As used in this Article, "age," including "First SPC Signing Age," means a Player's age on September 15 of the calendar year in which he first signs an SPC regardless of his actual age on the date he signs such SPC.

12.2 Notice of Player Election of Salary Arbitration.

A Player (or a Player's Certified Agent, acting on the Player's behalf) electing salary arbitration must do so by making a written request, in accordance with Exhibit 3 hereto, utilizing the form attached hereto as Exhibit 23, to Central Registry, the NHLPA and the Player's Club by not later than 5:00 p.m. New York time on July 5 in the League Year in which such Player is eligible for salary arbitration.

12.3 Eligibility for Club-Elected Salary Arbitration. Subject to subsections (c) and (d) below and the eligibility requirements set forth in Article 12.1, a Club will have the right to elect to take a Player to salary arbitration under the following conditions:

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(a) Club-Elected Salary Arbitration For Players With Paragraph 1 NHL Salaries plus Signing, Roster, and Reporting Bonuses Greater Than $1,750,000 In The Prior League Year.

(i) If a Player who is otherwise eligible to receive a Qualifying Offer and become a Group 2 Restricted Free Agent had a Paragraph 1 NHL Salary plus Signing, Roster and Reporting Bonuses in excess of $1,750,000 in the aggregate in the final League Year of his most recent SPC, a Club may elect to file for salary arbitration to determine the Player's Paragraph 1 Salary for the upcoming League Year in lieu of making a Qualifying Offer to such Player.

(ii) In any salary arbitration that takes place pursuant to this Section 12.3(a), the Salary Arbitrator may not award the Player a Paragraph 1 Salary that is less than eighty-five (85) percent of the aggregate sum of Player's Paragraph 1 Salary plus Signing, Reporting and Roster Bonuses in the final League Year of his most recent SPC.

(iii) The dollar amount of $1,750,000 set forth in subparagraph (i) above shall be increased on an annual basis at the same percentage rate of annual increase as the Average League Salary, with the first such increase occurring based upon a comparison of the 2014/15 Average League Salary to the 2013/14 Average League Salary. By way of example, if the Average League Salary for the 2014/15 League Year has increased by ten (10) percent from the Average League Salary for the 2013/14 League Year, then the figure of $1,750,000 stated in subparagraph (i) above, shall be increased by ten (10) percent to $1,925,000.

(iv) A Player subject to a Club-elected salary arbitration pursuant to this Section 12.3(a) shall remain eligible to negotiate and sign an Offer Sheet with any other Club pursuant to Section 10.3 of this Agreement by no later than 5:00 p.m. New York time on July 5 immediately following the Club's election of salary arbitration. For further clarity, if a Club has elected salary arbitration on a Player pursuant to this Section 12.3(a), and such Player signs an Offer Sheet by no later than 5:00 p.m. New York time on July 5 immediately following the Club's election of salary arbitration, the Club's rights under this Section 12.3 shall be void ab initio and the Club's rights shall instead be governed by Section 10.3 of this Agreement.

(b) Club-Elected Salary Arbitration For Players Who Receive Qualifying Offers.

(i) If a Group 2 Restricted Free Agent has not accepted his Club's Qualifying Offer, nor filed a request for Player-elected salary arbitration in accordance with Section 12.2 above, the Club may elect to file for salary arbitration to determine that Player's Paragraph 1 Salary for that League Year.

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(ii) If a Club elects salary arbitration in accordance with this subsection, the Club's offer in salary arbitration must be equal to or higher than the Player's aggregate Paragraph 1 Salary plus Signing, Reporting and Roster Bonuses in the final League Year of the Player's SPC.

(c) A Player will be subject to only one Club-elected salary arbitration in his career.Notwithstanding Section (a) or (b) above, a Player as to whom a Club has elected salary arbitration, regardless of whether a hearing took place in connection with that election, is no longer eligible for Club-elected salary arbitration. If a Club subsequently elects to take such a Player to salary arbitration, that election will be null and void.

(d) Notwithstanding Section (a) or (b) above, a Club may exercise its right to elect salary arbitration not more than twice per League Year. If a Club elects salary arbitration more than twice per League Year, any subsequent election after its second election will be null and void.

12.4 Notice of Club Election.

(a) A Club electing salary arbitration pursuant to Section 12.3(a) above must do so by making a written request, in accordance with Exhibit 3 hereto, utilizing the form attached hereto as Exhibit 22, to the parties listed in Section (c) below by not later than 5:00 p.m. New York time on the later of June 15 or 48 hours after the conclusion of the Stanley Cup Finals in the League Year prior to the League Year for which the Club seeks to determine a Player's Paragraph 1 Salary by salary arbitration.

(b) A Club electing salary arbitration pursuant to Section 12.3(b) above must do so by making a written request, in accordance with Exhibit 3 hereto, utilizing the form attached hereto as Exhibit 22, to the parties listed in Section (c) below, during the period commencing upon the Player's deadline to select salary arbitration and continuing for 24 hours thereafter (i.e., commencing July 5 at 5:00 p.m. New York time and ending July 6 at 5:00 p.m. New York time).

(c) The Player; the Player's primary Certified Agent, if any; National Hockey League Players' Association; and National Hockey League.

12.5 Procedural Issues.

(a) An election by a Player or a Club of salary arbitration made in accordance with the provisions herein, shall give to the Salary Arbitrator jurisdiction in the dispute with respect to the other party also. Subject to Section 12.10, the Salary Arbitrator's decision shall be final and binding on the parties. The Club and the Player shall sign an SPC promptly thereafter, effective as of the date the Salary Arbitrator's decision is issued, for the League Year(s) for which the request for salary arbitration was made under this Article, setting out the terms of the Salary Arbitrator's decision. The terms of the award of the Salary Arbitrator shall not be modified in any respect.

(b) Only the dispute with respect to the terms of one (1) SPC shall be considered in any one hearing.

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(c) The NHLPA and the NHL are responsible for the procedural steps described herein and shall act on behalf of the Player and the Club, respectively. All communications with the Salary Arbitrator, other than during the hearing, shall be only by and through the NHLPA and the NHL.

12.6 Selection of Salary Arbitrators. The League and the NHLPA shall jointly appoint eight (8) Salary Arbitrators who are members of the National Academy of Arbitrators.

12.7 Scheduling.

(a) On December 5th of each League Year, the parties shall in writing, request each Salary Arbitrator to provide seven (7) available dates for the next League Year's salary arbitrations – with the dates distributed evenly during the salary arbitration period. The dates provided by the Salary Arbitrators shall comprise the salary arbitration calendar (the "Salary Arbitration Calendar"). No Salary Arbitrator shall thereafter be asked to change or add any date except upon the mutual agreement of the parties. If a replacement Salary Arbitrator is hired after December 5th, then the parties will follow the same process for such replacement Salary Arbitrator.

(b) On the first business day following the final date for a Club to request salary arbitration pursuant to Section 12.3(b) above, the League and the NHLPA shall jointly compile a list of all Player and Club requests, listed by Player in alphabetical order (the "Player List"). The Player List shall also set forth for each Player: (i) his primary Certified Agent, if any, as set forth in the Certified Agent List and (ii) his Club. The Player List may not be changed for the remainder of the process outlined in this Section.

(c) After the NHL and NHLPA have compiled the Player List, salary arbitrations shall be scheduled as follows:

(i) The NHL and NHLPA shall flip a coin to determine which party shall begin the process set forth in subsection (ii) below.

(ii) The party winning the coin-flip set forth in subsection (i) above shall select a Player from the Player List and shall assign such Player to a particular Salary Arbitrator on one of such Salary Arbitrator's available dates, as indicated on the Salary Arbitration Calendar. The other party will then follow the same process until every Player on the Player List for whom Central Registry has not yet received an executed SPC has been assigned a hearing date and a Salary Arbitrator. Once so assigned, a Player's hearing date and Salary Arbitrator may not thereafter be changed without the mutual consent of the NHL and the NHLPA.

(iii) The only restrictions on a party's ability to assign a Player to a particular Salary Arbitrator on one of such Salary Arbitrator's available dates, as indicated on the Salary Arbitration Calendar, shall be as follows: No Player shall be assigned a hearing date if it would result in: (x) a Club having more than one (1) salary arbitration on such date; (y) a Certified

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Agent having two (2) Players for whom such Certified Agent is listed as the Primary Certified Agent on the Certified Agent List, scheduled to have their salary arbitrations on the same date; or (z) a Salary Arbitrator being assigned more than one (1) salary arbitration per day, provided, this restriction in (z) will not apply in the event there are more than fifty-six (56) Players for whom hearing dates must be scheduled, in which case every available date for all Salary Arbitrators must first be utilized before any Salary Arbitrator may be assigned a second salary arbitration on a particular day.

(d) Except upon agreement of the NHL and NHLPA, every salary arbitration shall commence at 9:00 a.m. New York time.

(e) The League and the NHLPA shall also schedule the location for the salary arbitration hearings and the League and the NHLPA shall immediately notify the Club and the Player, respectively, of the location, date and time of their salary arbitration hearing. The parties shall use their best efforts to schedule all of the salary arbitration hearings within forty-eight (48) hours of the compilation of the Player List. All salary arbitration hearings shall be completed in accordance with the Critical Date Calendar as set forth in Exhibit 15.

12.8 Termination of Salary Arbitrator(s). The League and the NHLPA shall each have the right to terminate the appointment of a Salary Arbitrator(s) during the period commencing on the date the final salary arbitration award is issued and ending on December 5th of such League Year at 5:00 p.m. New York time. The party who did not terminate the Salary Arbitrator(s) shall, within ten (10) days of receiving the termination notice, submit a list of three names to the terminating party. Within ten (10) days of receiving the names, the terminating party shall strike two of the names and the remaining person shall be the new member of the salary arbitration panel.

12.9 Rules of Procedure. The rules of procedure for salary arbitration proceedings shall be as follows:

(a) Attendance at Hearings.

The Player, the Club, the League and the NHLPA are each party to the proceeding. In addition to representatives of the parties, any other person(s) agreed upon by the League and the NHLPA may also attend.

The Salary Arbitrator may sequester witnesses until they testify, with the exception of the Player and the Club's primary representatives.

(b) Written Submission.

The NHLPA and the League shall be responsible for ensuring compliance with this Section 12.9(b). By no later than forty-eight (48) hours prior to the scheduled opening of the hearing (e.g., no later than 9:00 a.m. New York time on the second day prior to the hearing for a hearing scheduled for 9:00 a.m. New York time or 2:00 p.m. New York time on the second day

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prior to the hearing for a hearing scheduled for 2:00 p.m. New York time), the parties shall: (i) send their respective briefs to the Salary Arbitrator by email (unless otherwise requested by the Salary Arbitrator), and (ii) immediately thereafter, convene a telephone call during which they shall first, send their respective password protected briefs to each other by email, and second, upon receipt of the other party's brief, exchange the passwords to such briefs. Such telephone call shall be completed no later than ten (10) minutes after the deadline set forth in this Section 12.9(b) for the parties sending their respective briefs to the Salary Arbitrator by email. A party that fails to timely file and exchange a brief waives the right to file any brief, unless excused by the Salary Arbitrator. Each brief shall be limited to 40 pages, exclusive of indices, tables of contents, and exhibits. The minimum spacing shall be double, and the font shall be Times New Roman. In addition, rebuttal exhibits may not constitute an additional brief.

(c) Election of Term.

The party against whom a salary arbitration election was filed (i.e., the Club in Player-elected salary arbitration and the Player in Club-elected salary arbitration) shall elect in its brief whether the salary arbitration award shall be for a one or two-year SPC. Failure to make such an election shall be deemed to constitute an election for a one-year SPC. Notwithstanding the foregoing: (i) the Club or the Player, as the case may be, shall be entitled to elect only a one-year SPC if the Player is within one (1) year of attaining the age and experience level required for Group 3 Player status; and (ii) if the Player has attained or is within one (1) year of attaining the experience level required for Group 5 Player status and the Club has elected a two-year SPC, the Player may, at the end of the first year of such SPC, elect to void the second year of the SPC if the Player's Paragraph 1 NHL Salary for the first League Year of such SPC is less than the Average League Salary for such League Year and, upon making such election, such Player shall (if he otherwise qualifies at such time) become a Group 5 Player and be entitled to the rights set out in Section 10.1(b). If the Club elects a one-year award for a Player within one (1) year of attaining the experience level required for Group 5 Player status, then at the end of that year, the Player may if he so elects, and if he qualifies, become a Group 5 Player at that time and be entitled to the rights set out in Section 10.1(b).

(d) Conduct of the Hearings.

The Player and the NHLPA, jointly, and the Club and the League, jointly, shall each have a maximum of ninety (90) minutes to present its case and may allocate such ninety (90) minutes between its direct case and its rebuttal case in any manner it so chooses in its sole discretion. If the party presenting second has raised new substantive issues or introduced additional comparable Players for the first time during its rebuttal case, then the party presenting first shall, upon the request of the NHLPA or the League only (whichever is the applicable party), have ten (10) minutes for surrebuttal, which may be used solely to address those new issues or new comparable Players and may not be used for additional closing arguments. Each party shall have an additional fifteen (15) minutes to present its case when appearing before a Salary Arbitrator who has never presided over an NHL salary arbitration hearing.

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(e) Participation at the Hearings.

A Player shall be represented at the hearing by the NHLPA unless the NHLPA chooses to delegate its authority in whole or in part, with the Player's consent, to the Player's representative. Any other party may be represented by counsel, who may participate fully in the hearing on behalf of that party.

(f) Salary Arbitration in the Absence of a Party.

The hearing may proceed in the absence of any party who, after due notice, fails to appear or to seek and obtain a postponement pursuant to subsection (m) below. A decision shall not be made, however, solely upon the default of a party. The Salary Arbitrator shall require the other party to submit such evidence as he may need for making the decision.

(g) Evidence.

(i) Subject to the limitations set forth in subsection (iii) below, the parties may present whatever witnesses, affidavits, documents and other relevant evidence they choose to present at the hearing. The Salary Arbitrator, on behalf of any party, or on his own behalf, may call witnesses or request documents or other evidence as he deems necessary to resolve the dispute. The Salary Arbitrator in his discretion shall be the judge of the relevancy and materiality of the evidence offered and/or the weight, if any, to attach to any evidence and shall not be bound by any formal legal rules of evidence. All evidence shall be presented in the presence of all the parties, unless a party is in default, having failed to appear for the hearing, or has waived his right to be present. Statistical evidence asserted in a party's affirmative case must be included in such party's brief in order to be admissible.

(ii) The parties may offer evidence of the following:

(A) the overall performance, including National Hockey League official statistics (both offensive and defensive), of the Player in the previous season or seasons;

(B) the number of games played by the Player, his injuries or illnesses during the preceding seasons;

(C) the length of service of the Player in the League and/or with the Club;

(D) the overall contribution of the Player to the competitive success or failure of his Club in the preceding season;

(E) any special qualities of leadership or public appeal not inconsistent with the fulfillment of his responsibilities as a playing member of his team;

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(F) the overall performance in the previous season or seasons of any Player(s) who is alleged to be comparable to the party Player whose salary is in dispute; and

(G) The compensation of any Player(s) who is alleged to be comparable to the party Player, provided, however, that in applying this or any of the above subparagraphs, the Salary Arbitrator shall not consider a Player(s) to be comparable to the party Player unless a party to the salary arbitration has contended that the Player(s) is comparable; nor shall the Salary Arbitrator consider the compensation or performance of a Player(s) unless a party to the salary arbitration has contended that the Player(s) is comparable.

(iii) The following categories of evidence are inadmissible and shall not be considered by the Salary Arbitrator:

(A) Any SPC the term of which began when the Player party to such SPC was not a Group 2 Player;

(B) Any SPC entered into by an Unrestricted Free Agent, including SPCs signed by Players after the Player's Club has exercised a walk-away right pursuant to Section 12.10;

(C) The SPC of any Player who is not being offered as a comparable Player to the party Player;

(D) Qualifying Offers made by the Club pursuant to Section 10.2(b);

(E) Any prior offers or history of negotiations between the Player and the Club;

(F) Testimonials, videotapes, newspaper columns, press game reports or similar materials;

(G) Any reference to actual or potential walk-away rights;

(H) Any award issued by a Salary Arbitrator as to which a Club exercised its walk-away rights pursuant to Section 12.10;

(I) The financial condition of the Club or the League;

(J) References to a Club's Upper or Lower Limit, or to the Players' Share;

(K) Any salary arbitration award issued in 2005-2006; or

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(L) Any reference to any salary or other compensation information in any salary arbitration opinion that took place prior to July 22, 2005. If any salary arbitration opinion issued prior to July 22, 2005 is cited as precedent, all references to any Player's Player Paragraph 1 Salary or other compensation information will be redacted.

(iv) In presenting the compensation of any Player offered as a comparable in a brief, the first reference thereto shall be a complete breakdown by component parts (clearly identified) of all such Player's compensation figures in the same format as the Joint Exhibit.

(v) The League and the NHLPA shall each create an exhibit, the Comparable Exhibit, setting forth the compensation terms contained in all SPCs of Players eligible to be used as comparables for the purposes of that year's salary arbitrations. The parties shall exchange such Comparable Exhibits by June 5. A conference call will be held within three (3) business days of the exchange to identify differences and/or issues, if any, between the two versions of the Comparable Exhibits. All issues/differences are to be settled within three (3) business days of conference call. The parties may then use extracts from the Comparable Exhibit to apprise the Salary Arbitrators of the compensation of those Players alleged by such party to be comparable to the Player who is the subject of the salary arbitration.

(vi) The full Joint Exhibit and Comparable Exhibit shall not be distributed to the Salary Arbitrators. The Joint Exhibit and the Comparable Exhibit shall promptly be updated to reflect the following:

(A) the issuance of a salary arbitration decision;

(B) verified settlement of any salary arbitration proceeding; and

(C) verified recent signings of any other Player.

(D) such updates to be provided by each party to the other on a daily basis, business days only, from the date of initial exchange of the Comparable Exhibit through and including the 5th day prior to the beginning of the salary arbitration period. All updates following such period through and including conclusion of the salary arbitration period shall be made on a daily basis, without limitation to business days. Daily updates shall be exchanged, in accordance with Exhibit 3 hereof. Follow up conference calls will be held on a timely basis, as needed, to settle any differences/issues arising from such daily updates.

In the absence of a written agreement, the parties shall, in good faith, take all necessary steps in advance of the start of the hearing to jointly confirm and memorialize the

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occurrence of any of the events described in paragraphs (A), (B) and (C) above. The steps shall include, but are not limited to, a conference call by and between representatives of the parties no later than three (3) hours before the hearing begins.

Items (A) through (C) above, although admissible in the context of a salary arbitration hearing, shall not be deemed to constitute a contract or a substitute for an appropriately filed, registered and approved SPC.

The joint submission of the above defined supplemental evidence should not prejudice either party's position as to the relevance, weight or value attributable to any component of the package at issue.

The League and the NHLPA jointly shall provide such Salary Arbitrator with the updated information for any Player alleged to be a comparable Player during such salary arbitration, provided such settlement or signing is accomplished at least three (3) hours prior to the commencement of such hearing or such salary arbitration decision issues before the close of such hearing. Any signings or settlements accomplished after commencement of a hearing shall be inadmissible for all purposes for such hearing.

(vii) When dealing with a Group 2 Player whose current SPC began before he reached the age necessary to be a Group 3 Unrestricted Free Agent and who would be a Group 3 Unrestricted Free Agent at the end of his current SPC, the following rules shall apply:

(A) His current SPC is on the Comparable Exhibit for its entire term.

(B) If the Player signs a new SPC, during the term of his current SPC, the new SPC will not be included on the Comparable Exhibit if the new SPC begins after the current SPC ends.

(C) If a Player has previously signed an SPC while a Group 3 Unrestricted Free Agent, any subsequent SPC signed by him will not be included on the Comparable Exhibit.

(h) Statistics.

The League shall obtain and provide to the NHLPA any statistics relative to any aspect of Player performance: (i) kept or maintained by the League; or (ii) retained by any Club.The NHLPA shall provide to the League any statistics relative to any aspect of Player performance kept or maintained by the NHLPA. The Commissioner shall use his full authority to ensure each Club's cooperation in the full and complete implementation of this provision. Such statistics shall be so provided within four (4) weeks after the conclusion of the Regular Season for Regular Season statistics and within two (2) weeks after the conclusion of the Playoffs for Playoff statistics. Such statistics shall be provided in electronic format if so maintained that way, otherwise they shall be provided in hard copy. The parties further agree that the January 10, 2003 grievance award regarding RTSS statistics shall remain in full force and effect for the term of this Agreement and shall be sent to the NHLPA electronically.

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(i) Testimony.

All witnesses and persons who testify orally at the hearing shall be made available for cross-examination.

(j) Transcripts.

Transcripts will be taken in salary arbitration hearings, with costs of the court reporter to be shared equally. Whichever party requests a transcript, either expedited or not, said party will pay the cost. If both parties wish to obtain transcripts, then they shall bear the costs equally.

(k) Order of Proceedings.

Unless otherwise determined by the Salary Arbitrator or mutually agreed to by all parties, the order of proceedings shall be as follows:

(i) Player-Elected Salary Arbitration.

(A) affirmative case of the Player and the NHLPA;

(B) affirmative case of the Club and the League;

(C) rebuttal and closing argument of the Player and the NHLPA;

(D) rebuttal and closing argument of the Club and the League;

(E) surrebuttal by the Player and/or the NHLPA, where permitted in accordance with subsection 12.9(d) hereof.

(ii) Club-Elected Salary Arbitration.

(A) affirmative case of the Club and the League;

(B) affirmative case of the Player and the NHLPA;

(C) rebuttal and closing argument of the Club and the League;

(D) rebuttal and closing argument of the Player and the NHLPA;

(E) surrebuttal by the Club and the League, where permitted in accordance with subsection 12.9(d) hereof.

(l) Reopening of Hearings.

At any time before a decision is issued, a hearing may be reopened by the Salary Arbitrator on his own motion or on motion of any party for good cause shown.

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(m) Continuance, Adjournments or Postponements.

There shall be no continuance or adjournment of a hearing, but the commencement of a hearing may be postponed by the Salary Arbitrator upon the application of the NHLPA or the League only, based on substantial cause. Any request for the postponement of a scheduled hearing shall be made to the Salary Arbitrator in writing, with copies to all other parties so that the parties may, if they desire, respond immediately to the Salary Arbitrator.

(n) Salary Arbitration Decision.

(i) Each salary arbitration decision must be issued by e-mail to each of the parties simultaneously within forty-eight (48) hours of the close of the hearing.

(ii) The decision of the Salary Arbitrator shall establish:

(A) the term of the SPC, based upon the Player's or Club's election of a one or two year SPC, as set forth in its brief and as consistent with this Article;

(B) the Paragraph 1 NHL Salary to be paid to the Player by the Club for the season(s) in respect to which the salary arbitration is conducted;

(C) the inclusion or otherwise of a Minor League clause (or clauses) and the amount of Paragraph 1 Minor League Salary to be paid under each of the season(s) in respect to which the salary arbitration is requested;

(D) a brief statement of the reasons for the decision, including identification of any comparable(s) relied on.

(o) Expenses.

Each party shall be responsible for its own expense of participation in the salary arbitration. The cost of the salary arbitration proceedings, including the Salary Arbitrator's fees (whose fees for each day such Salary Arbitrator performs salary arbitration services for the parties shall, in no event, exceed the Salary Arbitrator's daily rate (e.g., a Salary Arbitrator who both hears a case on the same day he is reading briefs for another case shall only be paid his daily rate for such day, not two (2) times his daily rate)) and expenses, shall be shared equally among the parties.

(p) Communications with the Salary Arbitrator.

Only the NHLPA and/or the League may communicate with the Salary Arbitrator. Copies of all written communications sent to the Salary Arbitrator in connection with a salary arbitration proceeding shall immediately be sent to the other parties in the case. There shall be

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no ex parte oral communications with the Salary Arbitrator in connection with a salary arbitration proceeding unless previously agreed to by the NHLPA and the League.

(q) Publicity.

The parties shall not publicize the substantive aspects of any salary arbitration proceeding until the decision has been issued.

12.10 Walk-Away Rights for Player-Elected Salary Arbitration.

(a) If a Club has elected to arbitrate a one-year SPC, and the award issued is for $3,500,000 or more per annum, then the Club may, within forty-eight (48) hours after the award of the Salary Arbitrator is issued (or, if a Club has any other Player still eligible for salary arbitration at that time and for whom a decision has not been rendered by a Salary Arbitrator at that time, and the Club still has a walk-away right available to it in such League Year pursuant to paragraph (c) below, forty-eight (48) hours after the award of the Salary Arbitrator for such other Player is issued or that Player's salary arbitration case is settled), notify the Player or his Certified Agent, if any, the NHLPA and the NHL in writing, in accordance with Exhibit 3 hereof, that it does not intend to tender to the Player an SPC based on the award as determined by the Salary Arbitrator. Upon receipt of that notice, the Player shall automatically be deemed to be an Unrestricted Free Agent.

(b) If a Club has elected to arbitrate a two-year SPC and the award issued is for $3,500,000 or more per annum, then the Club may, within forty-eight (48) hours after the award of the Salary Arbitrator is issued (or, if a Club has any other Player still eligible for salary arbitration at that time and for whom a decision has not been rendered by a Salary Arbitrator at that time, and the Club still has a walk-away right available to it in such League Year pursuant to paragraph (c) below, forty-eight (48) hours after the award of the Salary Arbitrator for such other Player is issued or that salary arbitration case is settled), notify the Player or his Certified Agent, if any, the NHLPA and the NHL in writing, in accordance with Exhibit 3 hereof, that it does not intend to tender to the Player a two-year SPC based on the award as determined by the Salary Arbitrator. Upon receipt of that notice, the Player and the Club shall enter into a one-year SPC providing for the compensation set forth in the award and the Player will automatically be deemed to be an Unrestricted Free Agent at the conclusion of that one-year SPC, subject to the provisions of paragraph (c) below.

(c) Notwithstanding the provisions of paragraphs (a) and (b) above, a Club may exercise the walk-away rights referred to therein not more than one (1) time in a League Year in which the Club has only one (1) salary arbitration award, one (1) time in a League Year in which the Club has two (2) salary arbitration awards, two (2) times in any League Year in which the Club has three (3) salary arbitration awards, two (2) times in any League Year in which the Club has four (4) salary arbitration awards, three (3) times in any League Year in which the Club has five (5) salary arbitration awards and so on. If a Club exercises its walk-away right with respect to a two-year award, the walk-away right shall be deemed to be exercised in the first year of the two-year SPC.

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(d) The dollar amount of $3,500,000 set forth in each of paragraphs (a) and (b) above shall be increased on an annual basis at the same percentage rate of annual increase as the Average League Salary, with the first such increase occurring based upon a comparison of the 2014/15 Average League Salary to the 2013/14 Average League Salary. By way of example, if the Average League Salary for the 2014/15 League Year has increased by ten (10) percent from the Average League Salary for the 2013/14 League Year, then the figure of $3,500,000 stated in paragraphs (a) and (b) above shall be increased by ten (10) percent to $3,850,000.

(e) No Club shall be entitled to walk away from any award in a Club-elected salary arbitration.

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Chapter Three

Balancing Legal Ethics in a 24/7 Media World

Jay K. Reisinger, Esq.Farrell & Reisinger, LLCPittsburgh

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BALANCING LEGAL ETHICS IN A

24/7 MEDIA WORLD

Presented by: Jay K. Reisinger, Esquire Farrell & Reisinger, LLC

300 Koppers Building Pittsburgh, PA 15219

( 412) 894-1380 jreisinger@farrellreisinger .com

JAY K. REISINGER, ESQUIRE

® !:'?t:.-l};:.':~nger is a partner at Farrell & Reisinger, LLC and manages the sports law practice

® Mr. Reisinger's {'ractice focuses primarily on sports law, white-collar criminal defense and complex civil litigation. 0 His sports law practice includes representation of professional athletes and certified agents in salary arbitration proceedings, contract analysis and negotiation strategy. Mr. Reisinger has also represented numerous athletes in performance enltancing substance/drug appeals and other disciplinary matters in MLB, the NFL, the NHL, and the NBA. Additionally, he represents both players and agents in fee dispute matters. Mr. Reisinger also represents NCAA and other amateur athletes in eligibility and related matters. ® In 2013, Mr. Reisinger represented 8 of the 14 Major League Baseball players involved in the Biogenesis matter. ln 2009 and 2010, Mr. Reisinger represented New York Yankees third baseman Alex Rodriguez in Major League Base6all's mvestigations into his alleged use of performance enhancmg substances and other related legal matters. In 2008, he, along with partner Thomas). Farrell, represented New York Yankees pitcher Andy Pettitte before the U.S. House of Representatives Committee's investigation of Roger Clemens and Brian MeN amee, and continue to represent Mr. Pettitte in related legal proceedings. In 2006-2007, he and Mr. Farrell provided legal services to numerous current and former Major League Baseball players and team employees tar~eted in Senator George Mitchell's investigation regarding the use of performance-enhancmg drugs. In 2005, he, along with Mr. Farrell, aGvised Sammy Sosa during the U.S. House of Representatives Committee's Congressional Hearings on steroid use in Major League Baseball. ® He received his J.D. from Ohio Northern University School of Law in 1996, where he was a member of the Order of the Barristers and his B.A. from Allegheny College in 1991.

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MODEL RULES OF PROFESSIONAL CONDUCT

GO! ? fT~IiCS ~

RULE 1.6 CONFIDENTIALITY OF INFORMATION

® (a) A lawyer shall not reveal information relating to the representation of a client uni{"SS the client gives informed consent, the disclosure is impliedly authorized in order to cany out the representation or the disclosure is permitted by paragraph (b).

® (b) A lawyer may reveal information relating to the representation of a client to the extent the lawyer reasonably believes necessary:

® (1) to prevent reasonably certain death or substantial bodily harm; ® (2) to prevent the client from committing a crime or fraud that is reasonably certain to result in substantial injury to the financial interests or property of another and in furtherance of which the

client h.ts used or is using the lawyer's services; ® (3) to preven t, mitigate or rectify substantial injury to the financial interests or property of another

that is reasonably certain to result or has resulted from the client's commission of a crime or fraud in further.mce of which the client has used the lawyer's services; ® (4) to secure leg.tl advice .tbout the l.twyer's compli.tnce with these Rules; ® (5) to establish a claim or defense on behalf of the lawyer in a controversy between the lawyer and

the client, to establish a defense to a criminal charge or civil cla im against the lawyer based upon conduct in which the client was involved, or to respond to allegations in any proceeding concerning the lawyer's representation of the client;

® (6) to comply with other law or a court order; or ® (7) to detect and resolve conflicts of interest arising from the lawyer's change of employment or from changes in the composition or ownership of a fimt. but only if the revealed information would not

compromise the attorney-client privilege or otherwise prejudice the client. ~ (c) A lawyer shall make reasonable efforts to prevent the inadvertent or unauthorized disclosure of,

or unauthorized access to, information relating to the representation of a client.

81

RULE 1 .8 CONFLICT OF INTEREST: CURRENT CLIENTS: SPECIFIC RULES

!il (o~) A l.awyer sho~ll not enter into .t business transo1ction with a client or knowingly .acquire an ownership, possessory, se<:urity or other pecuniary interest adverse to a client unless:

'i> (1) the tr.ans.action and terms on which the lawyer acquires the interest are fair and rusonable to the client .md are fully disclosed and transmitted in writing in a manner that can be rusonably understood by tht> client;

® (2) the client is -.dvised in writing of the desirability of seeking .tnd is given a reasonable opportunity to seek the advice of independent legal counsel on the transaction; and ® (3) the client gives informed consent, in a writing signed by the client, to the tossential terms of the

transaction and the lawyer's role in th t> transaction. including whether the lawyer is representing the client in the trd.l\Uction.

® (b) A lawyer shall not us e information relating to represent<~.tion of a client to the disadvantage of the client unless the client gives informed consent, except •s permitted or required by these Rules. ® (c) A lawyer shall not solicit any substantial gift from a client, including a testamentary gift, or prepare on

beh.Uf of a client an instrument giving the lawyer or a person related to the l.twyer d.l\Y substolnti.tl gift unless the lawyer or other ret:ipient of the gift is related to the client. For purposes of this paragraph, rdated persons include a spouse, child, grandchild, parent, grandparent or other r('lative or individual with whont the lawyer or th e client m.Unt.Uns .1. close, f.unili•l relationship.

Ill (d) Prior to tl1e couclusion ofrepreseutatiou of a clieut, a ilrwyer sit all uot make or uegotillte au agn:t'1111'11t giviug the lawyer literary or media nglrts to a portrayal or account based in substautial part 011 i11[onmrtiou reltlting to tire represeuttltion.

® (e) A lawyer shall not provide financial assistance to a client in connection with pending or contemplated litigation, except that:

® (1) a lawyer may advance court costs and expenses of litigation, the repayment of which may be contingent on the outcome of the matter; and

® (2) a lawyer representing an indigent client may pay court costs and expenses of litigation on behalf of the client.

RULE 1.8 CONFLICT OF INTEREST: CURRENT CLIENTS: SPECIFIC RULES *CONTINUED

® (f) A lawyer sh.Ul not accept compensoltion for representing a client from one other than the client unless: ® (1) the client gives informed consent;

® (2) there is no interference with the lawyer's independence of professionoll judgment or with the client· lawyer relationship; and

® (3) inforn1ation relating to representation of a client is protected as required by Rule 1.6. ® (g) A lawyer who repreunts two or more clients sh.Ul not participate in making an aggregate settlement of

the claims of or against the clients, or in a crimin.U case an aggregated agreement as to guilty or nolo contendere pled, unless each client gives informed consent, in a writing signed by the client. The l.nvyer's disclosure sh.UI include the existence and nature of all the claims or ple01s involved and of the participation of each person in the settlement.

® (h) A l•wyer shilll not:

® {1) make an agreement prospectively limiting the lawyer's liability to a client for malpr•ctice unless the client is independently represented in making the agreement; or

lil (2) settle a claim or potenti.U cl•im for such li•bility with •n unrepresented client or former client unless that person is advised in writing of the desirability of seeking and is given a reasonable opportunity to seek the advice of independent legal counsel in connection therewith. ® (i) A lawyer sh.a.ll not acquire ol proprietary interest in the cause of action or subject matter of litig.ttion the

lawyer is conducting for .t. client, except th.tt th e lawyer may: ® (1) •cquire a lien .a.uthori:z.ed by lo11w to secure the lawyer's fee or expense~; and ® {2) contract with • client (or .t reo~sonable contingent (ee in a civil use. ® ij) A l•wyer shall not have sexual relations with a client unless .t consensual sexu.U relationship existed between them when the client·l•wyer rel•tionship commenced. ® (k) While lc~wyers are assod•ted in a firm, a prohibition in the forego ing par.agraphs (.1) through (i) th.tt

.applies to any one of them sh.Ul apply to all of them.

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RULE 3.5 IMPARTIALITY AND DECORUM OF THE TRIBUNAL

A lawyer shall not:

® (n) seek to influence n judge, juror, prospective juror or other officinl by men11s prohibited by lnw;

® (b) communicate ex parte with such a person during the proceeding unless authorized to do so by law or court order;

® (c) communicate with a juror or prospective juror after discharge of the jury if: ® (1) the communication is prohibited by law or court order; ® (2) the juror has made known to the lawyer a desire not to communicate; or ® (3) the communication involves misrepresentation, coercion, duress or harassment;

or

® (d) engage in conduct intended to disrupt a tribunal.

RULE 3.6 TRIAL PUBLICITY ® (a) A lt~wyerwlto is participatiugor l1as participated iu tlu~ iuvestigotiou or litigatiou of a matter

shall 110t make an t•rlrajudidal statt•meut that t/u• lawyer kuows or reasoua/Jl~l should kuow will l1e dissemiuated by mea11s of public commuuicatiou twd will lrm•e a sulJstautiaf likelihood of IIUlterit~lly prejudicing tm adjwliet~tii;e proceeding iu tl1e matter.

$ (b) Notwithstanding p.tu.graph {.t), a lawyer may state:

$ (1} the cl..Um, oUense or defense involved and, except when prohibited by l.tw, the identity of the persons involved;

$ (2) inform.ttion cont..Uned in .t public record;

® (3) that an investigation of a matter is in progress;

Iii (4) the scheduling or result of ilny step in litigation;

$ (5) .t request for .tssist.mce in obtiilining evidence .tnd information necesu.ry thereto; ® (6} a warning of danger concerning the behavior of a person involved, when thne is reason to believe that

there exists the like.lihood of substanti.tl h.trm to an individu.t.l or to the public interest; .tnd ® (7) in a criminal c.tse, in addition to subparagraphs {1) through (6): ® (i) the identity, residence, occupation and family status of the accused; ® (ii) if the .o~ccused h.t.s not been .t.pprehended, inform.ttion necess.u-y to .o~id in .tpprehension of th.o~t person; ® (iii) the fact, time and place of arrest; and

® (iv) the identity of investigating and arresting oHicers or agencies and the length of the investigation. ® (c) Notwitl1stauding JUiragraph (a), 11 lmvyer 11Wy make a stateme11t that 11 reaSOIWble lawyer

would believe is required to protect a client from tl1e substantia/undue prejudicial effect of recent p11blicih; uot initiuted by tl1e lawyer or tl1e lawyer's clie,t. A statement made pursuaut to tit is parngrap/1 shall be limited to !!>IICII iufonuatiou as is uect•s~<ary to mitigate tile receut adverse publicity.

® (d) No lawyer associated in a firm or government agency with a lawye:r subject to paragraph (a) shall make a statement prohibited by paragraph (a) .

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RULE 5. 7 RESPONSIBILITIES REGARDING LAW-RELATED SERVICES

® (a) A lawyer shall be subject to the Rules of Professional Conduct with respect to the provision of law-related services, as defined in paragraph (b), if the law-related services are provided:

® (1) by the lawyer in circumstances that are not distinct from the lawyer's provision of legal services to clients; or

® (2) in other circumstances by an entity controlled by the lawyer individually or with others if the lawyer fails to take reasonable measures to assure that a person obtaining the Jaw-related services knows that the services are not legal services and that the protections of the client-lawyer relationship do not exist.

® (b) The term "law-related services" denotes services that might reasonably be performed in conjunction with and in substance are related to the provision of legal services, and that are not prohibited as unauthorized practice of law when provided by a nonlawyer.

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9/20/13 thru 9/19/14 Nov.–March ...................................$126.00 $101.00 April–June .........................................95.00 76.00 July–Sept. ..........................................63.00 51.00 Oct.–Dec. . ..........................................32.00 26.00

On or after 9/20/14 FREE

lawyers not admitted to practice Nov.–May ....................................... $175.00 N/Ain PA (Associate membership) June–Dec. ........................................ 88.00 N/ANot Admitted to PA Bar

*Agovernmentattorneyisdefinedasanattorneywhoisemployedfulltimebyalocal,state,orfederalgovernmentagencyoranonprofitlegalservicesagency,asopposedtoanindependentcontractor.

If you are a private practitioner in one of the counties listed, you must first be a member of a local bar association

before joining the PBA. If you have any questions or need a referral to a local bar association, please call 800-932-0311 or 717-238-6715.

Check here if you are a new section member or you have not belonged to the selected section for five years or longer. You will receive a free, one-year section membership! (Limitedtoonefreesectionmembership.)

Adams, Armstrong, Beaver, Bedford, Berks, Bradford, Butler, Cambria, Cameron, Carbon, Centre, Clarion, Clinton, Crawford, Cumberland, Dauphin, Elk, Erie, Fayette, Franklin, Fulton, Greene, Huntingdon, Juniata, Lackawanna, Lancaster, Lawrence, Lebanon, Lehigh, Lycoming, Mercer, Mifflin, Montgomery, Northampton, Northumberland, Pike, Potter, Schuylkill, Somerset, Susquehanna, Tioga, Union/Snyder, Venango, Washington, Wayne, Westmoreland, Wyoming/Sullivan, York.

1 Treat with civility the lawyers, clients, opposing parties, the Court, and all the officials with whom we work. Professional courtesy is compatible with vigorous advocacy and zealous representation.

2 Communications are lifelines. Keep the lines open. Telephone calls and correspondence are a two-way channel; respond to them promptly.

3 Respect other lawyers’ schedules as your own. Seek agreement on meetings, depositions, hearings and trial dates. A reasonable request for a scheduling accommodation should never be unreasonably refused.

4 Be punctual in appointments, communications and in honoring scheduled appearances. Neglect and tardiness are demeaning to others and the judicial system.

The practice of law is a profession, a genuine calling inspirited with service to the system of justice, not a common business enterprise. The quality of the profession is only as worthy as the character of the people who practice it.

Self-esteem, shared respect for each other, the clients we serve, the judges and the officers with whom we work, are essential to it.

Civility is a virtue, not a shortcoming. Willingness to temper zeal with respect for society’s interest in preserving responsible judicial process will help to preserve it.

Unwritten rules of professional courtesy have long sustained us. Since they are sometimes forgotten, we should set them down again and conscientiously observe them.

5 Procedural rules are necessary to judicial order and decorum. Be mindful that pleadings, discovery processes and motions cost time and money. They should not be heedlessly used. If an adversary is entitled to something, provide it without unnecessary formalities.

6 Grant extensions of time when they are reasonable and when they will not have a material, adverse effect on your client’s interest.

7 Resolve differences through negotiation, expeditiously and without needless expense.

8 Enjoy what you are doing and the company you keep. You and the world will be better for it.

Beyond all this, the respect of our peers and the society which we serve is the ultimate measure of responsible professional conduct.

PBA Working Rules of Professionalism

CLE @ PNC PARK - Pennsylvania Bar Institutedownloads.pbi.org/8782materials.pdf · CLE @ PNC PARK...

Documents

Transcript of CLE @ PNC PARK - Pennsylvania Bar Institutedownloads.pbi.org/8782materials.pdf · CLE @ PNC PARK...