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Item 6.
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Indemnification of Directors and Officers.
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Section 145(a)
of the General Corporation Law of the State of Delaware (the “General Corporation Law”) provides that a Delaware corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the
person’s conduct was unlawful.
Section 145(b)
provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation
and except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such expenses which such court shall deem proper.
Section 145
further provides that to the extent a present or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section 145, subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise; and that the corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the
corporation would have the power to indemnify such person against such liability under such Section 145.
Section 102(b)(7)
of the General Corporation Law provides that a corporation in its certificate of incorporation may eliminate or limit personal
liability of members of its board of directors or governing body for violations of a director’s fiduciary duty. However,
no such provision may eliminate or limit the liability of a director for breaching his or her duty of loyalty, acting or failing
to act in good faith, engaging in intentional misconduct or knowing violations of law, paying an unlawful dividend or approving
an unlawful stock repurchase, or obtaining an improper personal benefit. A provision of this type has no effect on the availability
of equitable remedies, such as injunction or rescission, for breach of fiduciary duty.
Article VIII of the
Company’s Certificate of Incorporation provides:
1.
Limitation of
Liability
. To the fullest extent permitted by law, a director of the Company shall not be personally liable to the Company
or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or
repeal of this Article VIII, Paragraph 1 shall apply to or have any effect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
2.
Indemnification
.
The Company shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a “
Covered Person
”) who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative
(a “
Proceeding
”), by reason of the fact that he or she, or a person for whom he or she is the legal representative,
is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise
or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for
claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the
Company shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered
Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case
by the Board of Directors of the Company. Any amendment, repeal or modification of this Article VIII, Paragraph 2 shall not adversely
affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal
or modification.
Article VI of the Company’s
Bylaws provides that each director and officer of the Company, and each person who shall serve at its request as a director or
officer of another corporation in which the Company owns shares of capital stock or of which it is a creditor, whether or not then
in office, and his personal representatives, shall be indemnified by the Company against all costs and expenses actually and necessarily
incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may
be made a party by reason of his being or having been such director or officer, except in relation to matters as to which he shall
be finally adjudged in such action, suit or proceeding to be liable for negligence of misconduct in the performance of his duties.
Such costs and expenses shall include amounts reasonably paid in settlement for the purposes of curtailing the costs of litigation,
but only if the Company is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence
or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter
of law or by agreement.
To further the provisions
of Delaware law and the Company’s governing documents, as described above, the Company has entered into indemnification agreements
with each of its directors and executive officers. The provisions of the indemnification agreements generally parallel the portions
of the governing documents described above. Absent the indemnification agreements, the indemnification that might be available
to directors and officers could be changed by amendment to the Company’s Articles of Incorporation and/or Bylaws. In the
event of changes, after the date of such indemnification agreements, in any applicable law, statute or rule which expands the right
of a corporation to indemnify a member of its board of directors or an officer, such changes shall be,
ipso facto,
within
the purview of the rights and obligations under the indemnification agreements.
The
Company has customary policies of directors’ and officers’ liability insurance that insure directors and officers against
the costs of defense, settlement or payment of a judgment under certain circumstances.