PERIOD, AND THAT ANY DECISION BY INDIVIDUAL TO DO SO HAS NOT
BEEN INDUCED BY COMPANY THROUGH FRAUD, MISREPRESENTATION, COERCION, OR A THREAT
TO WITHDRAW OR ALTER THE OFFER CONTAINED IN THIS AGREEMENT PRIOR TO THE
EXPIRATION OF THE 21-DAY TIME PERIOD, OR BY OFFERING DIFFERENT TERMS IF THE
AGREEMENT IS SIGNED PRIOR TO THE EXPIRATION OF THE 21-DAY TIME PERIOD.
G.
INDIVIDUAL REPRESENTS THAT INDIVIDUAL HAS READ THIS AGREEMENT AND
FULLY UNDERSTANDS EACH OF ITS TERMS. INDIVIDUAL FURTHER REPRESENTS THAT NO
REPRESENTATIONS, PROMISES, AGREEMENTS, STIPULATIONS, OR OTHER STATEMENTS HAVE
BEEN MADE BY COMPANY TO INDUCE THIS AGREEMENT, BEYOND THOSE CONTAINED HEREIN.
INDIVIDUAL FURTHER REPRESENTS THAT INDIVIDUAL IS OF SOUND MIND, AND KNOWINGLY
AND VOLUNTARILY SIGNS THIS AGREEMENT AS INDIVIDUAL'S OWN FREE ACT, AND THAT
INDIVIDUAL IS NOT ACTING UNDER ANY COERCION OR DURESS.
H.
IF ANY PROVISION OF THIS AGREEMENT SHOULD BE DECLARED TO BE
UNENFORCEABLE BY ANY ADMINISTRATIVE AGENCY OR COURT OF LAW, THE REMAINDER OF THE
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, AND SHALL BE BINDING UPON THE
PARTIES HERETO AS IF THE INVALIDATED PROVISION WERE NOT PART OF THIS AGREEMENT.
I.
AS A FREE AND VOLUNTARY ACT, THE PARTIES AGREE THAT THEY WILL
MAKE NO WRITTEN OR ORAL STATEMENTS THAT DIRECTLY OR INDIRECTLY DISPARAGE EACH
OTHER IN ANY MANNER WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (A) THE WORKING
CONDITIONS OR EMPLOYMENT PRACTICES OF COMPANY OR (B) COMPANY AS A PROVIDER OF
CABLE TELEVISION SERVICES OR OTHER PRODUCTS AND SERVICES.
J.
SUBJECT TO SECTION 14 OF THE INDIVIDUAL'S EMPLOYMENT AGREEMENT,
ALL PAYMENTS UNDER THIS AGREEMENT WILL BE SUBJECT TO APPLICABLE WITHHOLDING
TAXES.
K.
ANY INDIVIDUAL CLAIMS OR COMPANY CLAIMS ARISING UNDER THIS
AGREEMENT, WHETHER ARISING IN CONTRACT, STATUTE, TORT, FRAUD, MISREPRESENTATION,
DISCRIMINATION, COMMON LAW OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED
TO DISPUTES RELATING TO THE MAKING, PERFORMANCE OR INTERPRETATION OF THIS
AGREEMENT; WHENEVER BROUGHT, SHALL BE BROUGHT IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. BY SIGNING THIS AGREEMENT,
INDIVIDUAL AND THE COMPANY VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVE ANY
RIGHT THEY EACH MAY HAVE TO A JURY TRIAL IN THE EVENT OF A BREACH OF THIS
AGREEMENT.
3
L.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND T BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS
RULES TO THE EXTENT SUCH LAWS ARE NOT PREEMPTED BY FEDERAL LAW INCLUDING BUT NOT
LIMITED TO FEDERAL BANKRUPTCY LAW.
M.
THIS AGREEMENT CONSTITUTES THE FULL AND COMPLETE INTEGRATION OF THE
PARTIES' AGREEMENT AND ALL STATEMENTS, NEGOTIATIONS AND PRIOR AGREEMENTS OR
UNDERSTANDINGS WITH RESPECT TO THESE MATTERS ARE MERGED HEREIN. THIS AGREEMENT
MAY BE MODIFIED ONLY BY A WRITTEN INSTRUMENT SIGNED BY ALL PARTIES HERETO.
EXCEPT AS OTHERWISE PROVIDED BY THIS AGREEMENT, THE EMPLOYMENT AGREEMENT WILL
CONTINUE IN FULL FORCE AND EFFECT PURSUANT TO ITS TERMS.
N.
THIS AGREEMENT AND ALL DOCUMENTS TO BE EXECUTED HEREUNDER MAY BE
EXECUTED