SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ACTION IN ANY OTHER JURISDICTION,
BUT THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH
JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER
BEEN CONTAINED HEREIN.
9.
COMPLETE AGREEMENT.
THIS AGREEMENT, THOSE DOCUMENTS EXPRESSLY
REFERRED TO HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH, INCLUDING THE
RELEASE REFERRED TO IN SECTION 5, EMBODY THE COMPLETE AGREEMENT AND
UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE AND PREEMPT ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
10.
TERMINATION OF EMPLOYMENT AGREEMENT; TERMINATION OF CHANGE IN
CONTROL AGREEMENT.
THE COMPANY AND EXECUTIVE HEREBY AGREE TO TERMINATE, IN
THEIR ENTIRETY, THE EMPLOYMENT AGREEMENT AND THE CHANGE IN CONTROL AGREEMENT,
WITHOUT ANY OBLIGATION ON THE PART OF THE COMPANY OR EXECUTIVE UNDER EITHER SUCH
AGREEMENT FOR ANY EVENT OR TRANSACTION OCCURRING PRIOR TO OR FOLLOWING THE
TERMINATION OF SUCH AGREEMENT.
11.
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT SHALL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY
PARTY.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
13.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS INTENDED TO BIND AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE, THE COMPANY AND THEIR
RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS, EXCEPT THAT EXECUTIVE MAY NOT ASSIGN
HIS RIGHTS OR DELEGATE HIS DUTIES OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
14.
CHOICE OF LAW.
ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE
EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF
NORTH CAROLINA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NORTH CAROLINA.
15.
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE
AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY (AS
APPROVED BY THE
7
BOARD) AND EXECUTIVE, AND NO COURSE OF CONDUCT OR COURSE OF DEALING OR FAILURE
OR DELAY BY ANY PARTY HERETO IN ENFORCING OR EXERCISING ANY OF THE PROVISIONS OF
THIS AGREEMENT SHALL AFFECT THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF
THIS AGREEMENT OR BE DEEMED TO BE AN IMPLIED WAIVER OF ANY PROVISION