FOR ALL REASONABLE AND NECESSARY OUT-OF-POCKET EXPENSES INCURRED BY
DIAMOND DURING HIS PERFORMING OF SERVICES FOR THE COMPANY, INCLUDING BUT NOT
LIMITED TO EXPENSES FOR BUSINESS-RELATED TRAVEL, HOTEL, MEALS, TELEPHONE CALLS
AND ENTERTAINMENT, TO THE EXTENT SUCH EXPENSES ARE CONSISTENT WITH THE COMPANY'S
EXPENSE REIMBURSEMENT POLICY AS IN EFFECT FROM TIME-TO-TIME.
AS A CONDITION TO
THE REIMBURSEMENT OF SUCH EXPENSES BY THE COMPANY TO DIAMOND, DIAMOND SHALL
PROVIDE THE COMPANY WITH COPIES OF INVOICES, RECEIPTS OR OTHER SATISFACTORY
DOCUMENTATION IN SUFFICIENT DETAIL TO ALLOW THE COMPANY TO CONFIRM THE BUSINESS
NATURE OF THE EXPENSES AND TO CLAIM AN INCOME TAX DEDUCTION FOR SUCH PAID ITEMS,
IF SUCH ITEMS ARE DEDUCTIBLE.
FURTHERMORE, DIAMOND SHALL BE REQUIRED TO OBTAIN
THE PRIOR APPROVAL OF THE COMPANY'S CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL
OFFICER FOR ANY EXPENSES IN EXCESS OF $500 IN ANY MONTH.
THE OBLIGATIONS OF THE
COMPANY TO MAKE THE REIMBURSEMENTS SPECIFIED HEREUNDER FOR EXPENSES ACCRUED
PRIOR TO THE EFFECTIVE DATE OF TERMINATION OF EMPLOYMENT SHALL SURVIVE ANY
TERMINATION OF THE TERM.
THE COMPANY RESERVES THE RIGHT TO OFFSET AGAINST ANY
AMOUNTS OWED, EXPENSES PAID PRIOR TO THE EFFECTIVE DATE UNTIL FULL DOCUMENTATION
THEREOF IS RECEIVED AND APPROVED BY THE COMPANY.
5.
TERMINATION.
Diamond may be removed from the position of Chairman at any time, for any
reason, or for no reason at all, by the Board upon five day's notice.
This
Section 5 shall apply regardless of whether Diamond remains as a member of the
Board following the termination of his tenure as Chairman.
6.
DIAMOND'S REPRESENTATIONS.
DIAMOND HEREBY REPRESENTS AND
WARRANTS THAT: (A) HE HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND TO GRANT
THE RIGHTS GRANTED BY HIM HEREIN, (B) THE PROVISIONS OF THIS AGREEMENT DO NOT
VIOLATE ANY OTHER CONTRACTS OR AGREEMENTS TO WHICH HE IS A PARTY AND THAT WOULD
ADVERSELY AFFECT HIS ABILITY TO PERFORM HIS OBLIGATIONS HEREUNDER, AND (C) HE
WILL COMPLY WITH ALL POLICIES OF THE COMPANY OF WHICH HE HAS NOTICE, PROVIDED
THEY ARE CONSISTENT WITH APPLICABLE LAWS.
7.
THE COMPANY'S REPRESENTATIONS.
THE COMPANY HEREBY REPRESENTS AND
WARRANTS THAT: (A) IT HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND TO INCUR THE OBLIGATIONS INCURRED BY IT HEREIN, (B) THIS AGREEMENT
HAS BEEN DULY AND VALIDLY AUTHORIZED BY THE COMPANY, AND (C) THE PROVISIONS OF
THIS AGREEMENT DO NOT VIOLATE ANY OTHER CONTRACTS OR AGREEMENTS TO WHICH IT IS A
PARTY THAT WOULD ADVERSELY AFFECT ITS ABILITY TO PERFORM ITS OBLIGATIONS
HEREUNDER.
8.
DIAMOND'S RELEASE OF CLAIMS.
EXCEPT FOR THE OBLIGATIONS
UNDERTAKEN IN THIS AGREEMENT, DIAMOND HEREBY FULLY AND FOREVER RELEASE AND
DISCHARGE THE COMPANY AS WELL AS, TO THE EXTENT APPLICABLE, CURRENT AND FORMER
PARENTS, SUBSIDIARIES, AFFILIATES, DIVISIONS, EMPLOYEES, FORMER EMPLOYEES,
INSURERS, OFFICERS, DIRECTORS, INVESTORS, SHAREHOLDERS, OWNERS, ATTORNEYS,
AGENTS, SUCCESSORS, ASSIGNEES AND REPRESENTATIVES ("RELEASES") FROM ANY AND ALL
CLAIMS, ACTIONS, SUITS, LOSSES, RIGHTS, DAMAGES, COSTS, FEES, EXPENSES,
ACCOUNTS, DEMANDS, OBLIGATIONS, LIABILITIES, AND CAUSES OF ACTION OF EVERY
CHARACTER, NATURE, KIND OR DESCRIPTION WHATSOEVER, KNOWN OR UNKNOWN, FORESEEN OR