TO UNDERSTAND THE
CONTENT AND EFFECT OF THIS AGREEMENT AND THAT HIS DECISION TO ENTER INTO THIS
AGREEMENT HAS NOT BEEN INFLUENCED IN ANY WAY BY FRAUD, DURESS, COERCION, MISTAKE
OR MISLEADING INFORMATION AND THAT HE HAS NOT RELIED ON ANY INFORMATION EXCEPT
WHAT IS SET FORTH HEREIN.
13.
GOVERNING LAW.
EXECUTIVE AND EMPLOYER AGREE THAT THE TERMS OF
THIS AGREEMENT SHALL BE INTERPRETED UNDER AND CONSISTENT WITH THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA.
IN ANY LEGAL PROCEEDING, INVOLVING DIRECTLY OR
INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, EACH OF THE
PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF
COMMON PLEAS OF BERKS COUNTY, PENNSYLVANIA OR THE FEDERAL COURT OF THE EASTERN
DISTRICT OF PENNSYLVANIA AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH
JURISDICTION OR TO MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING, AND SERVICE
OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED BY MAILING A COPY
THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, OR BY HAND DELIVERY OR BY A
NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE TO EACH PARTY THERETO.
14.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH ALL OF THE PROMISES,
COVENANTS, AGREEMENTS, CONDITIONS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND, EXCEPT AS MAY OTHERWISE BE SET FORTH
HEREIN, SUPERSEDES ALL PRIOR AGREEMENTS, COVENANTS, AND UNDERSTANDINGS,
INDUCEMENTS OR CONDITIONS PERTAINING THERETO, EXPRESS OR IMPLIED, ORAL OR
WRITTEN.
15.
AMENDMENT AND ASSIGNMENT; SUCCESSORS AND ASSIGNS. THIS AGREEMENT
MAY NOT BE MODIFIED, ALTERED, SUPPLEMENTED, TERMINATED OR AMENDED EXCEPT BY A
WRITING SIGNED BY THE PARTIES. ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
RESPECTIVE HEIRS, REPRESENTATIVES, SUCCESSORS, ASSIGNS AND AFFILIATES OF THE
PARTIES HERETO.
IN WITNESS WHEREOF, the parties have executed this Separation Agreement and
General Release on date first set forth above.
EXECUTIVE
PENN NATIONAL GAMING, INC.
By:
/s/ KEVIN DESANCTIS
By:
/s/ PETER M. CARLINO
Kevin DeSanctis
Peter M. Carlino, Chairman
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