Trone et al v. Peanut Corporation of America

Filing 24

Trone et al v. Peanut Corporation of America

Doc. 24 Att. 16

TO DECLARATION OF OCONNOR
Dockets.Justia.com

IQ

16

Forwarded

From
Date
Subject

Robert

message Rowell

Aug29 20061111
Final Nelson

RR
AM
contract that

To

John

have
this

attathed

final

version of the

we

will

execute

this

evening

Thanks

your professionalism

in

journey

BR

Robert

lQl

Golden

State

Warriors

Voice 5109862200

Fax[phone]
Email

CtX
DM0091

John At Law One Embarcadero
Attorney

Center

Tenth Floor Suite 1020 San Francisco Telephone Facsimile

CA

94111

415 6939960 415 9810222

ON

0092

EMPLOYMENT AGREEMENT
OF

DON

NELSON

This Employment

Agreement Nelson

is

entered

into

on

this

day of August

2006 by

and

between Don

Nelson

and Golden State Warriors and the Warriors
shall

LLC

California

limited liability
referred to

company the Warriors
as the

Nelson

collectively

be

hereinafter

Parties

RECITALS

WHEREAS
franchise

the Warriors

own

and

operate

the National

Basketball

Association

known

as the Golden

State Warriors

WHEREAS
Nelson wishes
to

the Warriors

wish

to

employ Nelson
in

as the Head

Coach

of the Warriors

and

be

employed

by the Warriors

that position

WHEREAS
employment

the Parties

wish

to

enter into

an

agreement governing

the

terms

with the Warriors

NOW THEREFORE
herein the Parties agree
to

in

consideration

of the mutual covenants

and conditions

set

forth

the following

TERMS

The Warriors
this

represents

that

it

is

empowered
is

under

its

Operating

Agreement

to

enter into

Agreement

Nelson

represents obligation

that

he

under

no employment

contract

bond

confidentiality

agreement
conditions

or any other

which

would

violate or be in conflict

with

the terms

and
as

of

this

Agreement

or encumber his performance

of his duties and

responsibilities

Head Coach

10

CCNflE

0093

The Warriors August 292006
playoff season

shall

employ

Nelson or the sooner

for

term

commencing

and ending

on

the

later

of June
is

30 2009

end
in

of the

200809
with

NBA
Section

unless Nelsons

employment

terminated

accordance

below

and

Nelson
the Head position

accepts and
the

menth
perform
all

with

the

Warriors

on

hilltime

basis as
to that to

Coach

of the Warriors

shall

duties and

services appropriate
shall

as designated Vice

below

As

Head

Coach of the Warriors Nelson of the Warriors

report

directly

the Executive

President

Basketball

Operations

In his

capacity as the Head
for

Coach

of

the

Warriors

Nelsons

primary

duties

shall

include responsibility formulating offensive coaching

the following

overseeing

and

directing players at all games strategies scheduling

and practices
developing
assistant

and

directing

the execution

of game
the play preseason

practices

and defensive

systems preparing and overseeing

bool
training

supervising and directing the

staff organizing

camps

in

consultation with

with

the Executive
rules

Vice President

Basketball

Operations
the Executive

monitoring President of college

compliance Basketball foreign with Vice

NBA

and

regulations regarding

and consulting with
player roster
in

Vice

Operations

on

strategy

matters drafts

including evaluation and consideration with the
shall

and other basketball talent trades

participation shall

player and

and advice
Executive devote
his

respect to player President

Nelson

coordinate

communicate

Basketball reasonable

Operations best efforts
the

with and

respect to his

areas of responsibility
to

commercially and
shall

fulltime

attention

the performance
to

of the
time to

above

duties

act

solely within
all

scope

of the authority delegated on
that

him from

time by the Warriors terms hereof control carrying
to in the

observing as is

limitations

placed
in

authority subject

always to the
discretion

However

common
and

practice

the

NBA

Nelson

will

have

and and
in relate

means manner
instructions duties

methods of coaching
Vice

of making

coaching

decisions
as

out the

of the Executive
above

President

Basketball

Operations

they

the haskethall

described

In

addition

to

his primary
for

duties and responsibilities such other duties related
to

described position during
as

in

Section

2b
3f

above

Nelson
reasonably seasons

shall

be responsible

his

Head

Coach

as

may

be assigned

by the Warriors

from time to time both

and between regular
in

NBA

These include

but are not limited to the duties

described

Section

below

During

the term of the
activities

Nelson
his

may

not earn

income
Warriors

other than without

investment

income

from

other than

employment which Nelson

with the
approval agrees
shall that

the prior written consent withheld or delayed

of the President

of the Warriors

not be unreasonably during the tern of the

Without limiting the foregoing

of this Agreement Warriors
directly

Nelson will not without
or indirectly
for

the prior written consent coach

of the head coach

President

serve as an employee any professional

whether

or assistant

official

advisor

or otherwise

amateur with

or college or without

basketball

team

organization

or any basketball

association or league whether

ON 0094

compensation Nelson
with
the if in

The Warriors
the Warriors performance

shalt

nave

no

obligation

to

consent

to

any outside

activities

by

reasonable of his

judgment

such additional
obligations not be

activities to this

would Agreement
any

interfere

Nelsons

employment

pursuant
consistent

or with

best

interests

of the Warriors entered
third

andor ii would
into

with
its

agreement companies
public

contract or understanding and organizations

between the Warriors andor Nelson
or have

including

affiliated

and any

party

ldh
shall

be

inconsistent

with

the Warriors

image or with community Agreement
baskethall
directly

standards

not at any time during
financial interest in

the term of this

or indirectly

own

any

any other professional

team

Nelson
role as

recognizes

and acknowledges

his unique
attention at that all

representative

of the Warriors the Warriors

in

the publics eye and the substantial his employment hereunder of his

media

will be

directed at him and

during

Accordingly
duties

times during the tern
responsibilities

of

this

Agreement

whether

in the performance

and Nelson
conduct
shall

under
in

this

Agreement

or otherwise

both

publicly and

privately

conduct
shall

himself

accordance

with high standards

of honesty morality and good
as

and
of

refrain

from doing anything or the

which could
limiting

be construed

detrimental
shall

to

the

best interest

the Warriors substances alcohol

NBA

Without

the foregoing

Nelson

not

use illegal the influence of

or otherwise

engage

in irresponsible

conduct

whether

or not under

or drugs

Nelson shall
during federal adhere the performance
state to

at all

times

of this Agreement

strictly

adhere

to

and

obey
to

all

applicable

and material
shall strictly

and local laws regulations obey
all

and ordinances

relating

employment

and

and

of the material both

rules

and regulations

of the Warriors

governing

the conduct

of

the

Warriors

employees

now

in effect

and as may be subsequently

adopted

Rules
during
the

zul
to

Nelson shall
all

at

all

times

performance governing
in effect

of this Agreement the conduct

strictly

adhere

and obey

the rules

and

regulations both

of the nonplayer

employees

of the Warriors

and of the

NBA

now

Nelson
Persons

shall

and as may be subsequently limitation adopted Specifically but without be bound and governed Article 35A of the NBA Constitution of by Misconduct Than Players as
it

Other

maybe amended from

time to time during

the tern

of this

Agreement

Record
Warriors
still

Nelson agrees of

to

allow

the for

to

take pictures

and audio

recordings radio
to

him

either at

alone

or togcther

with

others

photographs reasonably

motion pictures
designate subject

or television

such and

times and places

as the Warriors

may

Nelsons
in

schedule

no matter by
Warriors

whom
for

taken

Such andor

pictures and promotional

recordings

may be

used

any manner

desired by the

publicity

purposes

SF

10
0095

v6

DF4

Nelson
use of Nelsons

agrees that

the Warriors

shall

have

the right to the Personal

name

voice

likeness

sound

and similar characteristics
purposes

Nelsons
of
this

Attributes
approval

lot

publicity andor promotional

and

with

Nelsons

prior reasonable

merchandising
shall

or other commercial purposes
to

during

the term

Agreement
choose agree
to to

Nelson

be

entitled to

no
In

royalties

or additional
its

compensation
this

should

the Warriors

exercise such
limit

right

use

exercising
to

rights

under
that

Section favorably

the Warriors

such

proposed

nsing
that

ierci uses

reflect

upon

Nelson

the

NBA

and the Warriors and
the community

do not harm Nelsons

NBAs

or the

Warriors

respective

standings in

Upon Nelsons
Warriors

prior written notice of Nelsons

to

the Warriors

the

may

disapprove

of any use by

third

parties

Personal
if

Attributes for publicity reasonably taste

merchandising believe such use
is

or any other commercial purposes
to

the Warriors

detrimental
to

the Warriors

current

bona

fide

economic

interests in bad

or otherwise
shall

detrimental

the image

of the Warriors of such

Applying these standards

the Warriors

not unreasonably

withhold

approval

request by Nelson

lPublicUh
Warriors
including various promotional personal appearances organizations
participation activities at

Nelson
reasonable

shall

cooperate
relations

with

the

and

shall

perform and

public

functions

sponsor

events

functions reasonably

and attend civic booster club
request
shall in

and

similar

events

as the Warriors
shall

may

The nature and timing no event unreasonably

of any such
conflict

or appearances
duties

be reasonable
as

and

with Nelsons

and

responsibilities

Head

CoacE
Without additional

Radio compensation
requested
shall

Nelson
the

shall

participate

in

the Warriors

licensed

radio

programs as reasonably
This participation minutes
in the

by

Warriors

andor

the Warriors

licensed radio

broadcaster
to

include

without

limitation weekly Call In or radio radio

participation of In the event

eight

WarriorsfKNBR
holder

Coachs

Show

the Warriors
to

television andor
in

radio

rights

or

other television
television

broadcaster

desires Nelson the Warriors appearance
shall

participate

significantly right to

enhanced
negotiate

andor

appearance
for Nelsons

have

the exclusive

separate
shall

arrangement

and participation on such
to

shows

and and

the Warriors participation requested
is

negotiate
shall

additional
flilly

compensation and

payable
in

Nelson

for

such
as

cooperation reasonably

Nelson

cooperate

participate

any such
that

shows

by the Warriors comparable

andor
to

such broadcasters

provided

the compensation

negotiated coaches

reasonably

the

mean

or median compensation

received

by other

NBA

for similar

services agreed
as

The scheduling
to

of any radio andor

television

appearances

by Nelson
duties and or radio interviews

be mutually
responsibilities

by Nelson

and the Warriors
shall

so as not to detract or participate

from Nelsons
in

Head

Coach Nelson

not appear

any

television

program

other
for

than

regularly scheduled or broadcaster without

news

programs one
to

andor

Warriors

promotional

or features

station

other than

which the Warriors of the Warriors

has licensed the President

Warriors

broadcast

rights

the prior written consent

SF

ON

0096

Nelson
reasonably
participate

shall

also

make himself
or postgame

available including

for and
next

in

all training

camp pregame

halftime
as

day

interviews
in

andor

question and the

answer media sessions

may

be

reasonably

required

by or

customary

or with

NBA
The Warriors
shall

have

the

perpetual

nonexclusive

right

to

use

in any and

all

media now existing or hereinafter
illustration

developed or likeness

Nelsons
including

name
any

portrait

image

voice signature
or image

representation
still

picture

representation performance
in

photograph
whether

video

or otherwise

of Nelsons

game or practice media
entity

Nelsons Image
with
activities

generated

by the Warriors
advertising belong

or an outside

connection

any of the Waniors
All such images

promotional of Nelson
shall

trade

or other ftasonable
to

and The

customary Warriors Warriors
shall

exclusively
loss

the Warriors
arising

shall

indemnify

and hold harmless

Nelson

from any

or claims
fees in

from such
costs

use including

but not limited to payment

of any judgments
participate

andor

Nelson

not use Nelsoas without

Image in connection

with

or otherwise

any commercial

endeavor

prior written consent

of the Warriors

For the term of
residence within the greater San Francisco

this

Agreement
Warriors

Nelson

shall

maintain
that

Bay Area The

acknowledge beyond
his

Nelson

may

perform

many of
the

vacation

during

ofl
as

his

offseason
at

duties

locations

and may extensively outside the Bay Area by the Warriors

relax

scheduled
to

Nelson will return
and
at

the

Bay

Area during

the offseason

reasonably

required

the Warriors

expense

The below Head
as full

Warriors for
all

shall

pay Nelson

salary in accordance

with

the schedule as

compensation

services performed as or in connection

with his position

Coach

August
July July

29
2007 2008

2006

June

30

2007

3300000000

June 30 2008
June

30 2009

00
300000000
less all

The Warriors

shall

pay

this

salary in semimonthly

and

applicable

taxes

withholdings

and payroll deductions

If the Warriors

participate

in the
shall

NBA
be

playoffs
to

during

the term

of

Nelsons

employment

under

this

Agreement

Nelson

entitled

the following

bonuses

100000000 100000000 50000000
Playoffs
if

if

the Warriors Warriors

reach reach reach

Round Round

of the of
the

if the

NBA NBA

Playoffs Playoffs Finals

the Warriors

the Western

Conference

of the

NBA

100000000

if the

Warriors

reach

the Final Round

of the

NBA

Playoffs

SF 1095504

v6

DN

0097

All bonus fortyfive

amounts described
following
the

above
it is

shall

be cumulative

and

each

shall

be

paid within

45

days

date

earned

Upon
Warriors and subject
to eligibility

commencement
rules in

of Nelsons the relevant insurance

employment

with

the

and coverage medical
the

plan documents benefits plans

Nelson
the

may

participate

in the Warriors

group
to

and dental

including

Warriors

Medical Flex Spending

same extent as other Warriors

employees

Upon commencement
and subject
entitled to to eligibility

of Nelsons
plan

employment

with Nelson

the Warriors
shall

and coverage

rules

in

the relevant plans
to

documents

be

participate

in any life insurance
life

benefit

the same

extent as other Warriors available
to

employees
through the

and in any other

insurance

benefit plans

that

may be

Head

Coaches

NBA
Upon commencement
of Nelsons employment
with the

Warriors
shall

and subject
entitled to

to

the eligibility
in

be

participate

and coverage rules in the relevant plan documents he the Warriors group disability insurance benefit plan to the same employees

extent as other similarly situatedWarriors

Upon commencement
and subject
entitled to to

of Nelsons
in the

employment
plan

with

the Warriors

the eligibility

and

coverage

rules

relevant

documnts

Nelson

shall

be

participate

in the Warriors

401k

Plan

Upon commencement
employment
plan with the Warriors

of Nelsons
rules in the relevant

and subject be
entitled

to to

the eligibility
participate

and coverage

documents
to

Nelson Coaches

shall

in any pension Basketball

plans that

may

be

available

Head

through

the

NBA

or

the

National

Coaches

Association

The Warriors and other business
including each such reasonable expenditure expenses necessarily
for

shall

reimburse
in

Nelson for reasonable of his

travel

incurred

by Nelson meals
proper

the performance
air

duties
that

expenditures
is

entertainment
it

lodging deduction

travel

provided

of Tax

nature qualifying
return

as

in connection furnishes

with

the

Warriors
adequate

Federal Income

and provided
as

further that

Nelson
tax

records to substantiate
that

the expenditure reasonable

proper income

acknowledge

Nelson

may

within

mit incur

nh
travels

to

the Warriors

The Warriors
expense
to for

meal and entertainment
to

and with his staff members of the media Nelson may Nelson
for shall sit

and others connected on Warriors

the Warriors

ador

the

in first class the option equal
to

on
to

airline

trips

business

In lieu of the foregoing with
in

have

receive

per diem payment

when Nelson
its

the

Team

away

games
policy

the per diem amount

which

the team pays

personnel

accordance

with

NBA

Nelson employment
accordance with with the Warriors the Warriors

shall

receive

four

weeks
accrual

paid vacation vacation such

during each benefits
shall

year of

Nelsons
policies

use and

of such

be

in

and procedures

governing

matters

4h
0098

During the term of
with
the

this

Agreement

the Warriors

shall

provide

Nelson

following

perquisites

of employment

nQUh
allowance of

The

Warriors

shall

provide
for

Nelson

housing

and
to

living

One Hundred Thousand
installments

Dollars

10000000
is

each

basketball

season

be

paid in equal

on the same dates Nelson

paid his

salary

by the Warriors

The Warriors
automobile allowance in the amount

shall

pay Nelson and

monthly

of One Thousand

Dollars

fQlQO

The Warriors
season
tickets for
all

shall

provide Nelson

four

Club Level

the Warriors

home games

Benefits other executive sick leave

Nelson

shall

be

eligible

for

such

other benefits

as are

available

to

employees

of the Warriors

including

but not limited to paid holidays

and paid

Fines Suspension

on
should he

Nelson acknowledges
definite

and agrees

that

be suspended

for either

or indefinite

period

by the Commissioner of the
any payment of salary suspension

NBA

during

the term of this Agreement

the Warriors
in this

shall

withhold
for

bonuses benefits
excepting

and perquisites

described

Section performed
fail

the duration

of such

payment of such
In no

compensation
shall

for work

by Nelson prior to the pay Nelson
his

suspension
in

event

however

the Warriors

to

salary for any week

which he performs

any services for the Warriors

Uh
because

Nelson
strictly

acknowledges
to

and agrees
all rules

that

he

is

obligated

under any

this fine

Agreement imposed

to

adhere

and

to

obey

and
for

regulations

of the

NBA

upon

him by the Commissioner of the
does not generally obedience
to constitute

NBA

violation of any of the expense incurred

NBAs

rules or regulations

reasonable

by Nelson

in direct

consequence of

his

the direction of the

Warriors

This consent of the Warriors of Nelsons

Agreement

shall

be terminated
liability to

upon

mutual written

and Nelson employment
the effective

The Warriors
under
date
this

total

Nelson in the event of
to

termination

section

shall

be limited

the payment

of

Nelsons

salary through

of termination

The
with the Warriors

Parties

acknowledge

ancLagree

that

during

his employment the Warriors

Nelson

will occupy

crucial and

indispensable

position

within

0099

organization President

Accordingly
shall

the

Parties

agree

that

in

the sole

opinion
his duties

of the Warriors
hereunder
in

Nelson

be prevented
incapacity then
to for

from properly
period

performing

by reason

of

any physical during any
shall limited

or mental

of more than

sixty his

60

days

the aggregate with
the

NBA

season

the extent
liability

permitted
in

by law

employment
disability

Warriors
shall

terminate
to

The Warriors

total

the event

of such

termination

be

payment of Nelsons

salary through

the effective

date of termination

The
with
the

Parties

also

acknowledge
Section

and

agree

that

Nelsons

employment

Warriors

shall

in

accordance
his

with

2920c

of the California Labor
In that

Code
the

terminate Warriors

immediately
shall

upon

death

during

the term of this Agreement

event

pay Nelson
beneficiary

executors
as

administrators

heirs personal representatives
in

successors

assigns or such

Nelson

may

designate

writing

all

compensation

then

due and

owing

for

services

performecL

The
defined below conviction of For purposes felony or

Warriors

maj
shall

terminate Nelson

for

Cause

as

of

this

Agreement

Cause

crime involving

moral turpitude or and ByLaws of
following

dh
the

mean

the following the intentional

Nelsons
violation

of any material provision
violation

of the Constitution
ten

NBA

or

any unintended

not remedied
willful

within

10

days

written notice to Nelson not remedied
liability to

by

the

Warriors

or

any

material

breach

of this Agreement

within
in

ten

10

days following

written notice

by the Warriors
under of

The
this

Warriors
section

total

Nelson

the event

of termination
salary

of Nelsons
through

employment
date

shall be limited to the payment

of Nelsons

the effective

Nelson
Warriors
total

may
of
his

terminate

this

Agreement by providing Head

the

with

thirty to

30

days

written notice event

resignation

as

Coach The Warriors
shall that

liability the shall

Nelson

in the his

of termination

of employment

by his resignation
provided

be
the
at

limited to Warriors

payment of

salary through
in
its

the effective
to

date of termination

have the option
the

sole discretion

m4ce Nelsons
if
it

resignation
his

effective

any time before
the end of such

end of

the

thirty

30

day notice period

pays

Nelson

salary through

period

during

the tern

of

this

Agreement

Nelsons
is

employment
defined Section
in

is

terminated

by the Warriors
the Warriors

for

reason

other than
his

for Cause remaining

as

that

tern

Section

above
in

shall pay Nelson
for five

salary due under

above

equal

monthly installments
date of Nelsons

years beginning

on the
shall

first

day of
all

the month following applicable subject to taxes

the

effective

termination

Such

payments

be

less

withholdings

and payroll deductions
setoff provisions contained

In addition
in

such

payments below

shall

be

the mitigation and

Section

Nelson agrees payments described
the later of June
entitled to

to

mitigate

the Warriors
that

obligation
to

to

make the
shall shall to

above

in

Section

provided

such

obligation

mitigate

end on be

30 2009
and

or the end

of the 20082009
all

NBA

season

The Warriors

offset

reduce

any and

amounts

of compensation

that

may

be

due

Nelson
with

from the Warriors

under

Section

4f

against

any amounts earned

by Nelson

under

contracts

DN

0100

other individuals June

or entities

for

work performed or services rendered

on or before the

later

of
it is

30

or the end of the

2009 NBA
and
result in in effect

season
that

Notwithstanding the operation

the foregoing

the

specific this

agreement between Nelson
provision
this shall

the Warriors

and implementation he would have above

of

setoff

never

Nelsons

receipt of less salary than
its

received

had

Agreement

remained

until

termination

under

Section

tQions
limitation notes
his
all

Nelson

agrees

that

all

property

including

without records incident
to

equipment
and

tangible

confidential

or proprietary

contracts

computergenerated
to the

materials

urn
of
this

information
to

documents by Nelson
the Warriors
shall

or prepared
to

employment

belongs

Warriors

and

shall

be returned promptly under
this

upon
survive

termination
the

of Nelsons of
his

employment employment and

Nelsons
the

obligations

subsection

termination

expiration

Agreement

During the
access
to

ih of

this

Agreement

Nelson

will

have

and become

acquainted

with

certain

information

and materials

including

programs
plans

equipment
devices

formulae systems plays methodology and the Warriors owned
title

organizational

practices

strategies constitute for

records

business
the

and

financial

information
this

which

proprietary

information
all

by

Warriors
in

Should

Agreement andor

terminate

any reason

whatsoever
whether

right
it

and

interest

any such proprietary

confidential

information

or not
shall

was developed
to

by Nelson

or any of his assistants

while

employed by the
shall

Warriors
title

belong therein

and

remain

the property
shall

of the Warriors
after

and Nelson
the term

have

no right

or interest

or thereto

Nelson

not during or
or any part

of his employment

disclose

any of such
or other

confidential entity for

information any reason

thereof

any person finn

corporation

or purpose

whatsoever

Nelson acknowledges
Section
interests will

necessarily

result

in

irreparable extremely

and

rr
to that

and agrees

that

the to

violation of this business
at

damage

the Warriors

in an

amount

that

may

be

difficult

estimate

thus making
shall

any remedy
have

law
to

or in damages

inadequate

Accurdingly
jurisdiction

Nelson

agrees

the Warriors

the right

apply to any court breach

of competent
and
for

for an order

restraining any breach

or threatened This right
shall

of

this

Section
to

any other relief
to

the Warriors the Warriors

deem

appropriate

be

in

addition

any other remedy available

in law or equity

The terms of Nelson hereunder
shall

this

Section

including

the obligations

imposed upon
of this

survive

the

termination

of his employment

and the expiration

Agreement

Nelson acknowledges
interest in

and agrees

that

the Warriors
to

has an

insurable term
life

him Nelson
coverage
fully

recognizes
disability

that

the Warriors

may

desire

obtain

for

insurance cooperate

andor

insurance connection

covering with

nQh
submit in

Therefore
such
to
all

lQ
To

its

benefit

agrees to

with
to

the Warriors timely

in
all

obtaining

coverage
all

that

end

Nelson agrees
examinations

execute
to

required

documents

required

medical
to that

and

cooperate

reasonably

with

the Warriors

matters

pertaining

aQ
Dt4

101

interest interest

arid

in

any and

all

reasonable
that

attempts

arid his

actions

by

the

Warriors
shall either

to

protect said
to

Nelson understands
of any such
policies

neither

he nor

beneficiaries

have
be

any right
to

the

proceeds

obtained

by the Warriors

nor shall

deemed

be the

owner or beneficiaries

of such policiet

iation
negotiate
for his

Nelson

shall

not during the

term of this Agreement

discuss or

employment

or possible

employment

with any representative
prior

of any other express written consent
all

professional

or college

basketball

organization
shall

unless he obtains the
report to the

of the Warriors conununications during

President or inquiries

Nelson

immediately

Warriors

President

made by any other professional
concerning

or college basketball

organization with such

the term of this Agreement

employment or possible employment

other organization

All disputes and assigns

between partners assigns
to

Nelson

and

his

attorneys

successors

and the Warriors
agents successors

and

its

affiliates arid

members

directors officers including without

employees
limitation
all

attorneys
in

of any kind whatsoever or termination

all

disputes relating under and

any manner
to this

the employment

of Nelson

and

disputes

arising final

or related binding

Agreement
All persons
shall

Claims
and
entities

shall in

be resolved
the preceding

exciusivelyby sentence
rights

arbitration

specified

other than

the Warriors creafed

and Nelson
this

be considered

thirdparty

beneficiaries

of the
but

and obligations

by

Section

on Arbitration
tort

Arbitrable Claims shall
all

include
all

are not limited to based

contract state

express or implied and
or local

claims of

kinds as well

as

claims the

on any federal

law
the

statute

or regulation
Title

including
Civil in

but not limited to

California Fair Employment

and Housing

Act Age

VII of the

Rights

Act of 1964

the

Americans
only claims

with Disabilities

Act and
workers

Discrimination law and

Employment

Act

excepting claims

under applicable

compensation

unemployment

insurance

All administrative

costs of the arbitration

such

as

arbitrator

and

court

reporting

fees

shall

be divided
party shall

equally

between Nelson

and

the Warriors including

unless otherwise attorneys

repaired

bylaw

Each
that

bear its other costs of arbitration

fees provided

however

the arbitrators applicable

may award attorneys

fees to the prevailing

party under

the provisions

of any

law

Nelson
during

may

but is not required If Nelson decides

to have
to

an

attorney represent him in preparation attorney
to

for

and
for to

the arbitration

use an

Nelson

shall

be

solely responsible

the payment

of his attorneys

fees and

costs subject

any statutory

authority of the arbitrator

order reimbursement by the Warriors

10
v6

ON

102

All disputes then current

subject

to

arbitration

under

this

Agreement of

shall the

be resolved pursuant
Arbitration

to

the

Employment

Arbitration Rules

and Procedures

Judicial

and by

Mediation

Service

and judgment

on

the

award rendered
arbitrator shall shall

by the arbitrators
have the authority the authority
set forth

may
to

be entered

any court having
that

jurisdiction

thereof

The

make

any award

would

be

made

by

court
the

but the arbitrator conditions

not have

to

amend modify
Agreement or the

supplement Warriors

or

change

terms and

of employment

in this

or the

NBAs

policies

The location

of the

arbitration

shall

be

in

San Francisco

California

to

Nelson
court rather
to

and

the

Warriors

agree

than judge

through
sitting

arbitration

Arbitrable Claim is resolved in that if for any reason any then unless otherwise required bylaw trial of that dispute

will be
fill

without

ajury
rights

Nelson
either

and the Warriors
to
trial

each

specifically

waives

to

the

extent permitted

by law any

may have

by jury of any

such

Arbitrable

Claim

All proceedings

and

all

documents prepared
required

in

connection

with

any Arbitrable Claim shall
matter thereof
shall

be

confidential
to

and

unless otherwise other than
if

bylaw
to

the subject
their

not be disclosed and experts

any person

the parties the court

the proceedings court staff

counsel witnesses

the arbitrator

and

involved

and

The
arbitral

parties rather

each than

understand
judicial

that

each

is

electing he
is

to

resolve

any Arbitrable Claim
the right to

in

an

forum

forum and

that

giving

up

jury

trial

of any

such dispute

claim or controversy

The
set forth in this

rights

and obligations
the termination

of Nelson

and the Warriors employment and

Section
this

on Arbitration

shall

survive

of Nelsons

the expiration

of

Agreement

10
statement

This Agreement of the terms of Nelsons

is

intended

to

be the final complete

and

employment

by the Warriors

This Agreement

contradicted extent
that

by evidence
the are

of

any prior or contemporaneous

statements

or agreements

may not be To the
apply
to

practices

policies or procedures with the terms

of the Warriors

now

or in the future

Nelson
shall

and

inconsistent

of this Agreement

the provisions

of this Agreement

control

11

103

This Agreement signed

may

not be

modified

or

amended

except

by

writing

by each

of

the

Parties

12 Agreement

Nelson

shall

not assign any of his

rights

or obligations

under

this

13
unenforceable the extent regulation

If

court

or arbitrator

holds any provision

of

this

Agreement
full

to

be invalid effect or effect

or void

the remainder

of

this is

Agreement
held to be

shall

remain

in

force and any
rule

To

any provision of the

of this Agreement the remainder

unenforceable
shall

under
in full

NBA

of

this

Agreement

remain

force and

14
the

This Agreement

shall

be

governed

by and construed

in

accordance

with

law of

the

State

of California without

regard to the choice

of law principles thereof

This Agreement

shall

be

construed

as

whole

according

to

its

fair

meaning

and not
shall for

in

favor

of or against
in

Agreement
responsible
to

not be

construed

By way of example and not in limitation this any part favor of the party receiving benefit nor against the party
in this Agreement Finally the Parties solely agree
for that

any particular

language

the titles
are

the Sections

and subsections

of

this

Agreement
in

are included
limit

herein

convenience

not

part of this Agreement

and do not

any

way

or

the terms

of this Agreement

16
in

Any
writing and

notices

or other

iQmca
mail

required directed

or permitted
to

hereunder
at the

shall

be

delivered

personally

or by firstclass

the addresses

following

addresses

Nelson

The Warriors

Mr
1011

Don

Nelson
State

Robert President lOll

Rowell Golden
State Warriors

do Golden

Warriors

Broadway

Bmadway

Oakland

CA

94607

Oakland

CA

94607

With

copy to

With

copy

John OConnor 287 Makin Grade

Kent Jonas Esq Thelen Reid
101
Priest

LLP
1800

CA

94904

Second

Street

Suite

if

mailed such
party

notice

shall
its

be

deemed
set

to forth

be

effective

on the second business
to

day
in

after

mailing with

Any
this

may change Section 13

address

above

pursuant

notice

delivered

accordance

17
waiver

No No
waiver

waiver

shall

be

binding

unless executed

in

writing
shall

by the party making the be deemed
or shall

of any provision

or breach

of

this

Agreement

12

1Q0
ON
104

constitute constitute

waiver

of any other provision

or breach

whether

or not similar nor shall

any waiver

continuing

18
counsel
fblly his

Nelson
in regard to
its

acknowledges
that

that

he

has had

the

opportunity
this

to

consult
that

legal

this

Agreement and

he has read and understands
into
it

Agreement

he

is

aware of

legal

effect

that

he has entered

freely

and

voluntarily those

and based on
in this

own judgment

and

not on any representations

or promises

other than

contained

Agreement

WITNESS
written above

WHEREOF

the

parties

have executed

this

Agreement

on the day and year

first

GOLDEN

STATE

IORS
Liability

California Limited

Company

By ROBERT
President It

ROWELL

By
DON
NELSON
13
SF

DN

105