Except to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended, or other federal laws, t his Agreement is governed by and construed in accordance with the laws of the State of California , without regard to any conflict of laws rule or principle which might refer the governance or construction of this Agreement to the laws of another jurisdiction.  The Parties agree that any dispute relating to or arising out of this Agreement shall be heard and decided exclusively in a state or federal court of competent jurisdiction in San Diego County, California .   Employee also agrees and acknowledges that prior to filing any action to enforce any rights hereunder, Employee is required to exhaust Employee’s administrative remedies provided under the Severance Plan.