Item 6. Indemnification of Directors and Officers.

The Company’s certificate of incorporation and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Delaware General Corporation Law against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such.

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Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e. , one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article Seven of our certificate of incorporation eliminates the liability of a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

The Company carries insurance policies insuring its directors and officers against certain liabilities that they may incur in their capacity as directors and officers.

The Company has entered into a Director Indemnification Agreement with each of its directors. Under the terms of that agreement, the Company agrees to indemnify the director to the fullest extent permitted by applicable law. The Company specifically agrees to pay expenses actually and reasonably incurred by the director in any claims in which the director is successful, which is deemed to include termination of proceedings by dismissal. If successful with regards to only some, but not all, claims in a proceeding, the director shall be indemnified with regards to expenses for those successful claims. The director is also indemnified with regards to any proceeding in which the director is asked to participate or act as witness by reason of his or her corporate status. Where the director is entitled to only a portion of expenses under the agreement, the Company shall indemnify as to that portion.

The Company is not obligated to indemnify the director under the Director Indemnification Agreement in respect of a proceeding by the Company against the director for an accounting of profits from the purchase or sale of Company securities pursuant to Section 16(b) of the Exchange Act. Nor is the Company obligated to indemnify the director in respect of a proceeding initiated by the director against the Company, unless such proceeding is (i) authorized by the board of directors, (ii) provided by the Company pursuant to applicable law, or (iii) required under the Delaware General Corporation Law. The Company is also not obligated to indemnify the director for claims or proceedings by the Company in which the director is adjudged to be liable to the Company, unless the relevant court determines otherwise.

Under the Director Indemnification Agreement, the Company agrees to advance any expenses actually and reasonably incurred by the director, without regard to the director’s ability to repay such expenses or the director’s ultimate entitlement to indemnification for such expenses. The situations outlined in the preceding paragraph in which the Company is not obligated to indemnify the director are also situations in which the Company is not obligated to advance the expenses of the director. In the event that a court of competent jurisdiction, in a final judgment not subject to appeal, finds that the director is not entitled to indemnification, the director is required to reimburse the Company. The Form of Director Indemnification Agreement is filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed on November 27, 2009, as amended (File No. 333-161734).