Article 11 FREE AGENCY

11.1 General Rules.

Subject to the provisions of Article VII, including, but not limited to, Article VII, Section 6(b), and subject further to Article II, Section 14:
1. an Unrestricted Free Agent is free at any time beginning on the first day of the Moratorium Period to negotiate, and free at any time after the last day of the Moratorium Period to enter into, a Player Contract with any Team; and
2. a Restricted Free Agent is free at any time beginning on the first day of the Moratorium Period to negotiate a Player Contract with his Prior Team and to negotiate an Offer Sheet (as defined in Section 5(b) below) with any Team other than his Prior Team, and is free at any time after the last day of the Moratorium Period to enter into a Player Contract with his Prior Team or an Offer Sheet with any Team other than his Prior Team.
No compensation obligation of any kind to another Team shall be applicable to any Free Agent. No right of first refusal of any kind shall be applicable to any Free Agent other than a Restricted Free Agent.

11.2 No Individually-Negotiated Right of First Refusal.

No Player Contract, or any Renegotiation, Extension, or other amendment of a Player Contract, executed after the date of this Agreement, may include any individually- [sic]
No right of first refusal rule, practice, policy, regulation or agreement providing for a right of first refusal shall be applied to any player as a result of that player’s entry into a player contract with or the playing with any team in any professional basketball league other than the NBA.

11.3 Withholding Services.

A player who withholds playing services called for by a Player Contract for more than thirty (30) days after the start of the last Season covered by his Player Contract shall be deemed not to have “complet[ed] his Player Contract by rendering the playing services called for thereunder.” Accordingly, such a player shall not be a Veteran Free Agent and shall not be entitled to negotiate or sign a Player Contract with any other professional basketball team unless and until the Team for which the player last played expressly agrees otherwise.

11.4 Qualifying Offers to Make Certain Players Restricted Free Agents.

1. From the day following the Season covered by the second Option Year of a First Round Pick’s Rookie Scale Contract through the immediately following June 30, the player’s Team may make a Qualifying Offer to the player. If such a Qualifying Offer is made, then, on the July 1 following such Season, the player shall become a Restricted Free Agent, subject to a Right of First Refusal in favor of the Team (“ROFR Team”), as set forth in Section 5 below. If such a Qualifying Offer is not made, then the player shall become an Unrestricted Free Agent on such July 1. If a Team does not timely exercise its Option with respect to the first Option Year or second Option Year of a player’s Rookie Scale Contract in accordance with Article VIII, the player shall, following his second or third Season (as the case may be) become an Unrestricted Free Agent.
2. A Team that makes a Qualifying Offer to a player following the second Option Year of his Rookie Scale Contract may elect simultaneously to offer the player an alternative Contract covering six (6) Seasons that provides Salary for the first Salary Cap Year equal to the Maximum Annual Salary under Article II, Section 7(a), with annual increases in Salary equal to 10.5% of the Salary for the first Salary Cap Year (a “Maximum Qualifying Offer”). Providing a player with a Maximum Qualifying Offer shall have the consequence described in Section 5(b) below. A Maximum Qualifying Offer shall be subject to the following: (A) A Maximum Qualifying Offer shall contain only Base Compensation and no bonuses of any kind. (B) A Maximum Qualifying Offer shall state that the player’s Base Compensation for the first Season shall equal “the Maximum Annual Salary applicable to the player in the first Season of the Contract,” and that the Base Compensation in each of the five (5) subsequent Seasons shall “be increased by 10.5% of the Base Compensation for the first Season.” Such a Contract, if timely accepted by the player in accordance with subsection (ii)(D)below, shall be deemed amended to provide for specific Base Compensation for each Season covered by the Contract, based on the Maximum Annual Salary applicable to the player in the first Season. (C) A Maximum Qualifying Offer cannot contain an Option or ETO, and must provide full Base Compensation protection in each Season for lack of skill and non-insured injury or illness (with no individually-negotiated conditions or limitations on such protection). (D) The Team’s offer of a Maximum Qualifying Offer must remain open for the same period that the player’s Qualifying Offer remains open and cannot be withdrawn, except that if the Team withdraws its Qualifying Offer, the Maximum Qualifying Offer shall be deemed to be withdrawn simultaneously. (E) A player may accept either his Qualifying Offer or his Maximum Qualifying Offer, but not both.
Any Veteran Free Agent (other than a First Round Pick whose first Option Year or second Option Year was not exercised) who will have three (3) or fewer Years of Service as of the June 30 following the end of the last Season covered by his Player Contract will be a Restricted Free Agent if his Prior Team makes a Qualifying Offer to the player at any time from the day following such Season through the immediately following June 30. If such a Qualifying Offer is made, then, on the July 1 following the last Season covered by the player’s Player Contract, the player shall become a Restricted Free Agent, subject to a Right of First Refusal in favor of the Team (“ROFR Team”), as set forth in Section 5 below. If such a Qualifying Offer is not made, then the player shall become an Unrestricted Free Agent on such July 1.
1. A player who receives a Qualifying Offer must be given at least until the October 1 following its issuance to accept it, but in no event may a Qualifying Offer be accepted after the March 1 following its issuance. Notwithstanding the preceding sentence, a Qualifying Offer may be withdrawn by the Team at any time through the July 23 following its issuance. If the Qualifying Offer is not withdrawn on or before July 23, it may be withdrawn thereafter but only if the player agrees in writing to the withdrawal. If a Qualifying Offer is withdrawn, the player shall immediately become an Unrestricted Free Agent. If a Qualifying Offer is withdrawn on or after July 24, the Team also shall be deemed to have renounced the player in accordance with Article VII, Section 4(g).
2. If a Qualifying Offer is neither withdrawn nor accepted and the deadline for accepting it passes, the Team’s Right of First Refusal shall continue, subject to Section 5(a) below.
3. A player who knows that he has a physical disability that would render him physically unable to perform the playing services required under a Player Contract the following Season may not validly accept a Qualifying Offer received under this Section 4 or Section 5 below, unless the ROFR Team consents after disclosure of such physical disability.Notwithstanding the immediately preceding sentence, a player who knows that he has a physical disability that would render him physically unable to perform the playing services required under a Player Contract the following Season remains subject to the ROFR Team’s Right of First Refusal.
Any claim that a Contract offered as a Qualifying Offer or a Maximum Qualifying Offer fails to meet one or more of the criteria for a Qualifying Offer or a Maximum Qualifying Offer shall be made by notice to the Team, in writing, no later than ten (10) days after a copy of the Qualifying Offer or Maximum Qualifying Offer was given by the Team or the NBA to the Players Association. Such notice must set forth the specific changes that allegedly must be made to the offered Contract in order for it to constitute a Qualifying Offer or a Maximum Qualifying Offer. Upon receipt of such notice, if the requested changes are necessary to satisfy the requirements of a Qualifying Offer or a Maximum Qualifying Offer, the Team may, within five (5) business days, offer the player an amended Contract incorporating the requested changes. If the Team offers such an amended Contract, the player and the Players Association shall be precluded from asserting that such Contract does not constitute a timely and valid Qualifying Offer or Maximum Qualifying Offer.

11.5 Restricted Free Agency.

If a Restricted Free Agent does not sign an Offer Sheet with any Team by March 1 of the Season for which the Qualifying Offer is made, and does not sign a Player Contract with the ROFR Team before that Season ends, then his ROFR Team may reassert its Right of First Refusal for the following Season by extending another Qualifying Offer (on the same terms as the prior Qualifying Offer) on or before the next June 30. A ROFR Team may continue to reassert its Right of First Refusal by following the foregoing procedure in each subsequent year in which that Restricted Free Agent does not sign an Offer Sheet with any Team by March 1 of the Season for which the Qualifying Offer is made, and does not sign a Player Contract with the ROFR Team before that Season ends. In each Season in which a Team reasserts its Right of First Refusal by extending another Qualifying Offer in accordance with this Section 5(a), the Team may also elect to simultaneously provide the player with a Maximum Qualifying Offer (on the same terms as the prior Maximum Qualifying Offer). Any such Qualifying Offer and Maximum Qualifying Offer shall be governed by the provisions of Section 4 above.
When a Restricted Free Agent receives an offer to sign a Player Contract from a Team other than the ROFR Team (the “New Team”), which he desires to accept, he shall give to the ROFR Team a completed certificate substantially in the form of Exhibit G annexed hereto (the “Offer Sheet”), signed by the Restricted Free Agent and the New Team, which shall have attached to it a Uniform Player Contract separately specifying: (i) the “Principal Terms” (as defined in Section 5(c) below) of the New Team’s offer; and (ii) any non-Principal Terms of the New Team’s offer that the ROFR Team is not required to match (as specified in Section 5(c) below) but which would be included in the player’s Player Contract with the New Team if the ROFR Team does not exercise its Right of First Refusal. The Offer Sheet must be for a Player Contract with a term of more than one (1) season (not including any Option Year), unless the ROFR team has tendered the player both a Qualifying Offer and a Maximum Qualifying Offer, in which case the Offer Sheet must be for a Player Contract with a term of more than two (2) Seasons (not including any Option Year). In order to extend an Offer Sheet, the New Team must [sic]
The following rules shall govern the signing of an Offer Sheet by a Restricted Free Agent who has one (1) or two (2) Years of Service:
1. Notwithstanding any other provision of this Agreement, no such Offer Sheet may provide for Salary plus Unlikely Bonuses in the first Salary Cap Year totaling more than 108% of the Average Player Salary for the prior Salary Cap Year (or if the prior Salary Cap Year’s Average Player Salary has not been determined, 108% of the Estimated Average Player Salary for the prior Salary Cap Year). Annual increases or decreases in Salary and Unlikely Bonuses shall be governed by Article VII, Section 5(c)(1).
2. If an Offer Sheet provides for the maximum allowable amount of Salary for the first two (2) Salary Cap Years pursuant to Section 5(c)(i) above, then, subject to Section 5(c)(iii) below, the Offer Sheet may provide for Salary for the third Salary Cap Year of up to the maximum amount that the player would have been eligible to receive for the third Salary Cap Year absent the restriction in the first sentence of Section 5(c)(i) above and had the player’s Salary for the first two (2) Salary Cap Years been the maximum amount permitted under Article II, Section 7(a) and Article VII, Section 5(c)(1). If the Offer Sheet provides for Salary for the third Salary Cap Year in accordance with the foregoing sentence, then, subject to Section 5(c)(iii) below, (A) the player’s Salary for each Salary Cap Year after the third Salary Cap Year may increase or decrease in relation to the previous Salary Cap Year’s Salary by no more than 6.9% of the Salary for the third Salary Cap Year, (B) the Offer Sheet cannot contain bonuses of any kind, and (C) the Offer Sheet must provide for 100% of the Base Compensation in each Season to be protected for lack of skill and non-insured injury or illness.
3. If a Team extends an Offer Sheet in accordance with Section 5(c)(ii) above, then, for purposes of determining whether the Team has Room for the Offer Sheet, the Salary for the first Salary Cap Year covered by the Offer Sheet shall be deemed to equal the average of the aggregate Salaries for such Salary Cap Year and each subsequent Salary Cap Year covered by the Offer Sheet. If the ROFR Team does not exercise its Right of First Refusal, the player’s Salary for each Salary Cap Year covered by the Contract with the Team that extended the Offer Sheet shall be deemed to equal the average of the aggregate Salaries for each such Salary Cap Year. If the ROFR Team exercises its Right of First Refusal, the player’s Salary for each Salary Cap Year covered by the Contract with the ROFR Team shall be the Salary for such Salary Cap Year as set forth in the Contract.
The Principal Terms of an Offer Sheet are only:
1. the term of the Contract;
2. the fixed and specified Compensation that the New Team will pay or lend to the Restricted Free Agent and/or his designees as a signing bonus, Current Base Compensation, and/or Deferred Base Compensation in specified installments on specified dates;
3. Incentive Compensation; provided, however, that the only elements of such Incentive Compensation that shall be included in the Principal Terms are the following: (A) bonuses that qualify as Likely Bonuses based upon the performance of the Team extending the Offer Sheet and the ROFR Team; and (B) Generally Recognized League Honors; and
4. Any allowable amendments to the terms contained in the Uniform Player Contract (e.g., Base Compensation protection, an Early Termination Option, a trade bonus, etc.).
If, within seven (7) days from the date it receives an Offer Sheet, the ROFR Team gives to the Restricted Free Agent a “First Refusal Exercise Notice” substantially in the form of Exhibit H annexed hereto, then, subject to Section 5(h) below, such Restricted Free Agent and the ROFR Team shall be deemed to have entered into a Player Contract containing all the Principal Terms (but not any terms other than the Principal Terms) included in the Uniform Player Contract attached to the Offer Sheet (except that if the Contract contains an Exhibit 6, such Exhibit 6 shall be deemed deleted). Such Contract may not thereafter be amended in any manner for a period of one (1) year.
If the ROFR Team does not give the First Refusal Exercise Notice within the aforementioned seven (7) day period, then the player and the New Team shall be deemed to have entered into a Player Contract containing all of the terms and conditions included in the Uniform Player Contract attached to the Offer Sheet (including, if the Contract contains an Exhibit 6, that the player pass a physical examination to be conducted by the Team as a condition precedent to the validity of the Contract). Such Contract may not thereafter be amended in any manner for a period of one (1) year.
After exercising its Right of First Refusal as described in this Section 5, the ROFR Team may not trade the Restricted Free Agent for one (1) year, without the player’s consent. Even with the player’s consent, for one (1) year, neither the ROFR Team exercising its Right of First Refusal nor any other Team may trade the player to the Team whose Offer Sheet was matched.
Any Team may condition its First Refusal Exercise Notice on the player reporting for and passing, in the sole discretion of the Team, a physical examination to be conducted by a physician designated by the Team within two (2) days from its exercise of the Right of First Refusal. In connection with the physical examination, the player must supply all information reasonably requested of him, provide complete and truthful answers to all questions posed to him, and submit to all examinations and tests requested of him. In the event the player does not pass the physical examination: (i) the ROFR Team may withdraw its First Refusal Exercise Notice within two (2) days of such examination; and (ii) if the First Refusal Exercise Notice is withdrawn, the player and the New Team shall be deemed to have entered into a Player Contract in accordance with the provisions of Section 5(f) above. In the event the player does not submit to the requested physical examination within two (2) days of the exercise of the Right of First Refusal then, until such time as the player submits to the requested physical examination and is notified of the results, the ROFR Team’s conditional First Refusal Exercise Notice shall remain in effect, except that the ROFR Team may elect at any time to withdraw its First Refusal Exercise Notice, which shall have the effect of invalidating the Offer Sheet and causing the Team that issued the Offer Sheet to be prohibited from signing or acquiring the player for a period of one (1) year from the date the First Refusal Exercise Notice was withdrawn. If the player does not submit to the requested physical examination on or before March 1, the Offer Sheet shall be deemed invalid and the Team that issued the Offer Sheet shall be prohibited from signing or acquiring the player for a period of one (1) year from such March 1.
A Team shall not be permitted to exercise its Right of First Refusal pursuant to an agreement to trade the Player Contract to another Team pursuant to Article VII, Section 8(e).
There may be only one (1) Offer Sheet signed by a Restricted Free Agent outstanding at any one time, provided that the Offer Sheet has also been signed by a Team. An Offer Sheet, both before and after it is given to the ROFR Team, may be revoked or withdrawn only upon the written consent of the ROFR Team, the New Team and the Restricted Free Agent. In such event, a Restricted Free Agent shall again be free to negotiate and sign an Offer Sheet with any Team, and any Team shall again be free to negotiate and sign an Offer Sheet with such Restricted Free Agent, subject only to the ROFR Team’s renewed Right of First Refusal.
A Team that holds the Right of First Refusal with respect to a Restricted Free Agent may relinquish such Right of First Refusal at any time except during the period that the player has been given to accept a Qualifying Offer. If a Team relinquishes its Right of First Refusal with respect to a Restricted Free Agent, the player shall immediately become an Unrestricted Free Agent and the Team shall be deemed to have renounced the player in accordance with Article VII, Section 4(g) hereof. In order to relinquish its Right of First Refusal with respect to a Restricted Free Agent, a Team shall provide the NBA with an express, written statement relinquishing such Right of First Refusal. The NBA shall provide a copy of such statement to the Players Association by fax or e-mail within three (3) business days following its receipt thereof.
An expedited arbitration before the System Arbitrator, whose decision shall be final and binding upon all parties, shall be the exclusive method for resolving any disputes concerning this Section 5. If a dispute arises between the player and either the ROFR Team or the New Team, as the case may be, relating to the contents of an Offer Sheet, and/or whether the binding agreement is between the Restricted Free Agent and the New Team or the Restricted Free Agent and the ROFR Team, such dispute shall immediately be submitted to the System Arbitrator, who shall resolve such dispute within five (5) days.
A Restricted Free Agent may not give an Offer Sheet to the ROFR Team at any time after the March 1 of the Season for which he has been made a Qualifying Offer.
On the same day as the giving of an Offer Sheet to the ROFR Team, the ROFR Team shall cause a copy thereof to be given to the NBA, which shall cause a copy thereof to be promptly given to the Players Association. On the same day as the giving of a First Refusal Exercise Notice to the Restricted Free Agent, the ROFR Team shall cause a copy thereof to be given to the New Team, which shall cause a copy thereof to be promptly given to the NBA, which shall cause a copy thereof to be promptly given to the Players Association.
There may be no consideration of any kind given by one Team to another Team in exchange for a Team’s decision to exercise or not to exercise its Right of First Refusal, or in exchange for a Team’s decision to submit or not to submit an Offer Sheet to a Restricted Free Agent.
Any Offer Sheet, First Refusal Exercise Notice or other writing required or permitted to be given under this Section 5, shall be either by personal delivery or by pre-paid certified, registered or overnight mail addressed as follows:

To any NBA Team: addressed to that Team at the principal address of such Team as then listed on the records of the NBA or at the Team’s principal office, to the attention of the Team’s general manager;

To the NBA: National Basketball Association, Olympic Tower, 645 Fifth Avenue, New York, NY 10022, Attn: General Counsel;

To the Players Association: National Basketball Players Association, Two Penn Plaza, Suite 2430, New York, NY 10121, Attn: Counsel.

To a Restricted Free Agent: to his address listed on the Offer Sheet, and, if the Restricted Free Agent designates a representative on the Offer Sheet and lists such representative’s address thereof, a copy shall be sent to such representative at such address.
An Offer Sheet shall be deemed given only when actually received by the ROFR Team. A First Refusal Exercise Notice shall be deemed given when sent by the ROFR Team. A Qualifying Offer shall be deemed given when sent by the ROFR Team. Other writings required or permitted to be given under this Section 5 shall be deemed given only when actually received by the party to whom addressed.