5.1 Termination for Cause-Ohio State may terminate this agreement at any time for cause, which, for the purposes of this agreement, shall be limited to the occurrence of one or more of the following:
(a) a material breach of this agreement by Coach, which Coach fails to remedy to OSU's reasonable satisfaction, within a reasonable time period, not to exceed thirty (30) days, after receipt of a written notice from Ohio [S]tate specifying the act(s), conduct or omission(s) constituting such breach;
(b) a violation by Coach * * * of applicable law, policy, rule or regulation of the NCAA or the Big Ten Conference which leads to a “major” infraction investigation by the NCAA or the Big Ten Conference and which results in a finding by the NCAA or the Big Ten Conference of lack of institutional control over the men's basketball program or which results in Ohio State being sanctioned by the NCAA or the Big Ten Conference * * *.
5.2 Termination Other Than For Cause/Partial Liquidated Damages. If Coach's employment hereunder is terminated by Ohio State other than for cause (as delineated in Section 5.1 above), Ohio State shall pay and provide to Coach, as partial liquidated damages * * * (i) the full amount of Coach's then-current base salary (see Section 3.0 above) and (ii) such normal employee benefits as Ohio State then provides generally to its administrative and professional employees * * *.
5.3 Termination Other than for Cause/Additional Liquidated Damages. If Coach's employment is terminated other than for cause (as delineated in Section 5.1 above), in addition to the liquidated damages to be paid and provided by Ohio State pursuant to Section 5.2 above, Ohio State shall compensate Coach for the loss of collateral business opportunities (whether media, public relations, camps, clinics, apparel or similar contracts, sponsorships or any other supplemental or collateral compensation or benefit of any kind) by paying Coach as additional liquidated damages * * *[.]
b. an amount equal to three and a half (3.5) times the product of (y) the Coach's then current base salary * * * and (z) the number of years remaining under the term of this agreement * * *, if Coach's employment is terminated after June 30, 2003. Such amount shall be paid in a lump sum within thirty (30) days after termination of Coach's employment hereunder, and shall be in lieu of any other obligation of Ohio State * * *.
Not surprisingly, a contract negotiated by a coach after a Final Four appearance looks a bit different from a contract negotiated by a coach under NCAA investigation. Now, the Ohio appellate opinion is 23 pages long, so any effort to quickly summarize it may be lacking. But as you can tell, the "for cause" provisions of the two contracts are quite different. Ohio State got in to trouble because they tried to fire O'Brien under paragraph 5.1(a), for materially breaching the contract by doing what OSU perceived to be an NCAA violation. But the second part of that paragraph, 5.2(b), states that O'Brien could be fired upon an NCAA finding of lack of institutional control or NCAA sanctions. Courts generally disfavor contractual interpretations that render parts of the contract meaningless, and allowing OSU to fire O'Brien because of OSU's own belief that an NCAA violation had occurred would render 5.2(b) meaningless. And of course, OSU couldn't have fired O'Brien in June 2004 based on 5.2(b) because the NCAA had not even investigated yet.