OR VOID, THEN SUCH PROVISION, TO THE EXTENT ONLY THAT IT IS IN
VIOLATION OF LAW, UNENFORCEABLE OR VOID, WILL BE DEEMED MODIFIED TO THE EXTENT
NECESSARY SO THAT IT IS NO LONGER IN VIOLATION OF LAW, UNENFORCEABLE OR VOID,
AND SUCH PROVISION WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW.
IF
SUCH MODIFICATION IS NOT POSSIBLE, SUCH PROVISION, TO THE EXTENT THAT IT IS IN
VIOLATION OF LAW, UNENFORCEABLE OR VOID, WILL BE DEEMED SEVERABLE FROM THE
REMAINING PROVISIONS OF THIS AGREEMENT, WHICH PROVISIONS WILL REMAIN BINDING ON
BOTH EMPLOYEE AND THE COMPANY.
THIS AGREEMENT IS GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
EMPLOYEE CONSENTS TO VENUE AND
PERSONAL JURISDICTION IN NORTH CAROLINA FOR DISPUTES ARISING UNDER THIS
AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT REPRESENTS THE
ENTIRE UNDERSTANDING WITH THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREIN,
AND THE PARTIES ACKNOWLEDGE AND AGREE THAT NO ORAL REPRESENTATIONS HAVE BEEN
MADE OR RELIED UPON BY THE PARTIES.
13.
ADEA CLAIMS.
EMPLOYEE HEREBY RELEASES AND DISCHARGES THE RELEASED
PARTIES FROM ANY AND ALL CLAIMS, ACTIONS AND CAUSES OF ACTION THAT HE MAY HAVE
AGAINST THE RELEASED PARTIES, AS OF THE DATE OF THE EXECUTION OF THIS AGREEMENT,
ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED
("ADEA"), AND THE APPLICABLE RULES AND REGULATIONS PROMULGATED THEREUNDER.
EMPLOYEE ACKNOWLEDGES AND UNDERSTANDS THAT ADEA IS A FEDERAL STATUTE THAT
PROHIBITS DISCRIMINATION ON THE BASIS OF AGE IN EMPLOYMENT, BENEFITS AND BENEFIT
PLANS.
EMPLOYEE SPECIFICALLY AGREES AND ACKNOWLEDGES THAT:
(A) THE RELEASE IN
THIS SECTION 13 WAS GRANTED IN EXCHANGE FOR THE RECEIPT OF CONSIDERATION THAT
EXCEEDS THE AMOUNT TO WHICH HE WOULD OTHERWISE BE ENTITLED TO RECEIVE UPON
TERMINATION OF HIS EMPLOYMENT; (B) HIS WAIVER OF RIGHTS UNDER THIS AGREEMENT IS
KNOWING AND VOLUNTARY AS REQUIRED UNDER THE OLDER WORKERS BENEFIT PROTECTION
ACT; (C) THAT HE HAS READ AND UNDERSTANDS THE TERMS OF THIS AGREEMENT; (D) HE
HAS HEREBY BEEN ADVISED IN WRITING BY THE COMPANY TO CONSULT WITH AN ATTORNEY
PRIOR TO EXECUTING THIS AGREEMENT; (E) THE COMPANY HAS GIVEN HIM A PERIOD OF UP
TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT, WHICH PERIOD
SHALL BE WAIVED BY EMPLOYEE'S VOLUNTARY EXECUTION PRIOR TO THE EXPIRATION OF THE
TWENTY-ONE DAY PERIOD AND THE PARTIES AGREE THAT ANY CHANGES TO THE TERMS OR
CONDITIONS OF THIS AGREEMENT (WHETHER MATERIAL OR IMMATERIAL) WILL NOT RESTART
THE RUNNING OF THE 21-DAY PERIOD; AND (F) FOLLOWING HIS EXECUTION OF THIS
AGREEMENT HE HAS SEVEN (7) DAYS IN WHICH TO REVOKE HIS RELEASE AS SET FORTH IN
THIS SECTION 133 ONLY AND THAT, IF HE CHOOSES NOT TO SO REVOKE, THE AGREEMENT IN
THIS SECTION 13 SHALL THEN BECOME EFFECTIVE AND ENFORCEABLE AND THE PAYMENT
LISTED ABOVE SHALL THEN BE MADE TO HIM IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
TO CANCEL THIS AGREEMENT, EMPLOYEE UNDERSTANDS THAT HE MUST