N. Brown FELTY, Appellant, v. GRAVES-HUMPHREYS COMPANY, Appellee

K.K. HALL, Circuit Judge:

N. Brown Felty appeals from an order granting summary judgment for GravesHumphreys Company (“Graves-Humphreys”) in his action alleging a violation of the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. §§ 621-634, 604 F.Supp. 730. The issue for our consideration is whether Felty filed a charge of discrimination within 180 days of the “allegedly unlawful practice” as required by *51729 U.S.C. § 626(d)(1). The district court held that a timely charge had not been filed and that equitable tolling of the limitation period was not appropriate. Because we conclude that the district court failed to consider the applicability of equitable estoppel to the facts of this case, we reverse the judgment below and remand for further consideration.

I.

Felty was employed by Graves-Humphreys Inc., a distributor of athletic, industrial art and vocational education equipment, from 1939 to 1951, and continuously from 1954 until the Frank Paxton Corp. (“Paxton”) acquired the company in February, 1982. Paxton formed the new corporation of Graves-Humphreys Company which employed Felty until his formal termination on March 31, 1983. At the time of his termination Felty was 60 years of age.

Between the acquisition of Graves-Humphreys by Paxton in February of 1982, and November 12, 1982, Frances Yates, Vice-President and General Manager of the newly-formed company, conducted a meeting in which she notified employees of the new organizational structure resulting from the acquisition and consequent terminations. During the meeting, a copy of an organizational chart containing the names, positions, and ages of certain employees was distributed to each employee. The stated purpose of the document was to inform employees of their reporting responsibility in the new hierarchy. When several employees questioned the notation of ages on the document, Yates indicated that the wrong chart had been distributed. A new document, identical to the first except that the ages of the employees were deleted, was then distributed.

On November 12, 1982, Yates conducted another meeting during which the employees were informed that there would be reductions in the work force in the future. After the general meeting, Yates met individually with each of the twelve persons who were to be terminated. The first person with whom Yates met privately was Felty. During the individual conference, Yates informed Felty of his termination, effective March 31,1983, and informed him that the reason for his termination was the elimination of his position of buyer. Felty subsequently stated in his deposition that Yates warned him that if he discussed the terminations with anyone he would be subject to immediate dismissal.

Following the individual meetings, Yates gave each affected employee a memorandum entitled “Separation Arrangements.” The memorandum offered certain inducements to encourage the employees to remain with the company until their termination dates. Among the benefits offered were an incentive plan through which the affected employee could earn a week’s additional pay for each month the employee remained with Graves-Humphreys until the time of termination, extended insurance coverage, and time off for their employment searches.

Despite Yates’ warning, on November 12, 1982, Felty discussed his pending termination with Harry Dooley, a younger friend and fellow employee in the Purchasing Department.1 He learned at that time that Dooley was being retained. In Felty’s deposition taken on March 2, 1984, he made the following statement concerning his conversation with Dooley:

Q Now, with respect to the basis for your charge, you indicated that you had been discriminated against because of your age because “a younger man, Mr. Harry Dooley, with less experience than I, was retained, but I was discharged.” Is that correct?
A Yes, sir.
Q You knew on November 12 that Mr. Dooley was being retained, did you not? A Yes.
*518Q So, did you feel at that time that after having received notice of your discharge that you were being discriminated against because of your age?
A Yes, sir.

Felty chose to continue working at Graves-Humphreys under the incentive plan until his formal termination, although due to a work-related injury, his last day of actual work was February 28, 1983. At some time during February, he consulted an attorney and expressed a suspicion that his termination was based on his age. His attorney advised him that there was insufficient information for a charge of age discrimination. At trial, Felty maintained that because of the Yates threat of immediate dismissal he did not discuss the termination process with other employees until after March 31, 1983.

Felty filed a claim of age discrimination with the Equal Employment Opportunity Commission (“EEOC”) on June 2, 1983. On August 9, 1983, Felty filed the instant action in the district court. Graves-Humphreys moved for summary judgment on the ground that Felty had not filed a complaint with the EEOC within the statutory period of 180 days from the time of the allegedly discriminatory act. While considering Graves-Humphreys’ motion, the district court also conducted an evidentiary hearing to determine whether equitable tolling should be applied to extend the limitation period.

The district court concluded that the limitation period begins to run from the date the employee is informed unequivocally of his termination, regardless of when the effects of termination are felt. After determining that Felty had been given unequivocal notice of termination on November 12, 1982, the court held that the filing period began to run from that date and that Felty’s EEOC complaint filed in June, 1983, was therefore, untimely. The court also concluded that equitable tolling was inappropriate because the actions of GravesHumphreys did not conceal from Felty the information necessary to file an EEOC complaint at the time he was notified of his termination. The court, therefore, granted summary judgment in favor of the employer. Felty appeals.

II.

On appeal, Felty initially disputes the district court’s conclusion that he was aware of Graves-Humphreys’ allegedly discriminatory activity on November 12, 1982. He asserts that he did not know until after his termination that Graves-Humphreys was engaged in a discriminatory practice of dismissing its older employees. Felty contends that his lack of full knowledge is relevant both to the commencement of the limitation period and to the issue of equitable tolling. Alternatively, he contends that his November 12, 1982, termination notice was not unequivocal and could not trigger the limitation period.

We agree with the court below that the limitation period began to run on November 12, 1982. We further agree that Felty’s knowledge of Graves-Humphreys’ actions precludes the operation of equitable tolling. We conclude, however, that the court failed to recognize that limitation periods are subject to equitable modification on grounds other than the concealment of information.

The decisions of the United States Supreme Court in Chardon v. Fernandez, 454 U.S. 6, 102 S.Ct. 28, 70 L.Ed. 266 (1981), and Delaware State College v. Ricks, 449 U.S. 250, 101 S.Ct. 498, 66 L.Ed.2d 431 (1980) as interpreted by this Court in Price v. Litton Business Systems, Inc., 694 F.2d 963 (4th Cir.1982), clearly establish that the limitation period in an ADEA action commences with the allegedly discriminatory act.2 Felty’s attempt on appeal to engraft a knowledge component on the Chardon-Ricks-Price rationale *519is without merit. A plaintiffs lack of knowledge of the discriminatory nature of an employment decision and the reasons for that lack of knowledge are relevant to an analysis of equitable tolling but play no part in determining the beginning of the statutory limitation period.3

We likewise reject Felty’s contention that his termination notice was not unequivocal. While the “Separation Arrangement” referred to the substantial amount of work remaining to be done and contained incentives to continue employment until the formal termination date, these statements did not modify GravesHumphreys’ clear position that “[a]s of today, November 12,. 1982, notice is being given that your last work date will be March 31, 1983.” Indeed, we fail to see how the termination notice could have been any more unequivocal.

For all of the above reasons, we conclude that the statutory limitation period, as the district court held, began to run on Felty’s ADEA claim on November 12, 1982.

III.

A conclusion on the proper scope of the statutory limitation period does not, as the district court recognized, fully resolve the issue of whether a claim of age discrimination has been timely filed. The limitations period set forth in section 626(d) of the ADEA may be subject to equitable modification when warranted by the conduct of the employer. Such modification has two possible rationales: equitable tolling and equitable estoppel. Equitable tolling focuses on the plaintiff’s excusable ignorance of the employer’s discriminatory act.4 Equitable estoppel, in contrast, examines the defendant’s conduct and the extent to which the plaintiff has been induced to refrain from exercising his rights. See Naton v. California, 649 F.2d 691 (9th Cir.1981).

At trial and in this appeal, Felty has primarily argued the issue of his lack of knowledge. To the extent that he sought modification of the limitation period based on that approach, we see no error in the district court’s disposition of the issue. After examining the unambiguous admissions made by Felty in his deposition, we cannot find that the district court’s factual conclusion that he had sufficient knowledge to file a complaint on November 12, 1982, “clearly erroneous.” Anderson v. Bessemer City, N.C., — U.S.-, 105 S.Ct. 1504, 84 L.Ed.2d 518 (1985).

As we have noted, however, equitable tolling is not the only mechanism whereby the limitation period can be modified. In ruling on a motion for summary judgment, Fed.R.Civ.P. 56(c) requires that the court consider the record as a whole including the pleadings and depositions. We believe that the district court failed to recognize that a material question of equitable estoppel was also raised on the facts presented.

Felty testified that after Yates informed him of his pending termination, she warned him not to discuss the termination or he would be subject to instant dismissal. Whether Yates’ order applied only to discussions with other employees and was a rational effort to preserve employee morale or whether it was a blanket gag order that unreasonably extended to possible communications with an attorney or the EEOC is in dispute.

As long as Felty obeyed Yates’ order, Graves-Humphreys offered an extremely *520generous severance package. We have held that an attempt to mitigate the harshness of a decision terminating an employee without more cannot give rise to equitable estoppel. Lawson v. Burlington Industries, Inc., 683 F.2d 862, 864 (4th Cir.), cert. denied, 459 U.S. 944, 103 S.Ct. 257, 74 L.Ed.2d 201 (1982). However, a generous severance arrangement conditioned upon compliance with a code of silence would be a powerful inducement that might well lure an older worker into failing to defend his rights. The older employee facing an uncertain financial future with reduced chances of employment would be particularly vulnerable to such a “carrot and stick” approach.

The remedial goals of the ADEA cannot be circumvented by an employer’s coercive practices no matter how subtle the form. If an employer engages in activity that it knows or reasonably should know will cause an employee to delay the filing of a discrimination complaint, then the statutory limitation period must be modified. Under these circumstances the modification excludes from the 180-day period such time as the employer’s coercion effectively operates to delay the employee’s efforts to enforce his rights. The length of time that an employer’s coercion is effective is a question of fact. Once such coercion is determined, the court need not assume that it continues until an EEOC complaint is actually filed. Any affirmative act by the employee to enforce his rights would indicate that the employer’s improper influence has ended. We note, however, that private conversations with friends in the work force would not qualify as an affirmative act. While we express no opinion on whether Felty’s February, 1983, discussion with his attorney would demonstrate that any coercion had lost its effect, we note that if Graves-Humphreys exerted improper influence that lasted until February, 1983, the EEOC complaint filed in June would be timely.

IV.

For the reasons stated, we conclude that the order of summary judgment must be reversed. We remand this matter for further proceedings consistent with this opinion. We direct the district court to consider whether Graves-Humphreys’ actions improperly delayed Felty’s EEOC complaint and, if so, to determine the length of delay attributable to such coercive conduct.

REVERSED AND REMANDED.

. In his deposition, Felty described his relationship with Dooley as “real close." The clear implication is that Felty believed that any conversation with Dooley would be held in the strictest confidence.

. As this Court noted in Price v. Litton Business Systems, Inc., 694 F.2d 963, 965 (4th Cir.1982), “the filing period runs from the time at which the employee is informed of the allegedly discriminatory employment decision regardless of when the effects of that decision come to fruition.”

. Felty seeks to rely upon his interpretation of Bonham v. Dresser Industries, Inc., 569 F.2d 187 (3rd Cir.), cert. denied, 439 U.S. 821, 99 S.Ct. 87, 58 L.Ed.2d 113 (1978). We find that reliance to be misplaced. Bonham did not state, as Felty contends, that an aggrieved employee had to have knowledge of the discriminatory nature of his employer’s act before the limitation period would begin to run. At most Bonham suggested that the limitation period began at the actual termination date. In any event, after Chardon and Ricks, Felty’s interpretation of Bonham has no viability and cannot sustain his contention.

. The district court applied Reeb v. Economic Opportunity Atlanta, Inc., 516 F.2d 924, 931 (5th Cir.1975), which holds that tolling is only effective until "facts that would support a charge of discrimination” are apparent or should be apparent to the plaintiff.