Charles J. Silva, Jr., who is delivering
the opinion on the validity of the Shares referred to in Item 8 hereof, is the Corporation’s General Counsel and is a full
time employee of the Corporation. He is also eligible to participate in the Corporation’s benefit plans offered to employees
generally, on the same basis as other employees. He beneficially owns or has rights to acquire beneficial ownership of less than
0.1% of the Corporation’s Class A common stock.
Item 6.
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Indemnification of Directors and Officers
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Section 145 of the Delaware General
Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred
in connection with an action or proceeding to which he or she is or is threatened to be made a party by reason of such position,
if such person shall have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be
made with respect to any matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent
that the adjudicating court determines that such indemnification is proper under the circumstances.
Section 102(b)(7) of the Delaware
General Corporation Law, as amended, permits a corporation to include in its certificate of incorporation a provision eliminating
or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of
the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating
to unlawful payment of dividends and unlawful stock purchase and redemption), or (iv) for any transaction from which the director
derived an improper personal benefit.
Article V of the Corporation’s
Certificate of Incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law, no director
of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as
a director.
Article IV of the Corporation’s
By-Laws require that the Corporation indemnify any person who is a party, or is threatened to be made a party, or who is called
or threatened to be called to give testimony (whether during pre-trial discovery, at trial or otherwise) in connection with any
threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal or investigative, including an
action by or in the right of the Corporation, by reason of the fact that such 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, partnership, joint venture, trust or other enterprise, against costs, expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,
suit or proceeding if (i) such person acted in good faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the Corporation, (ii) such person did not personally gain, as a result of the acts or omissions to which
such action, suit or proceeding relates, a financial profit or other financial advantage to which such person was not legally entitled
and, (iii) with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her 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 meet the standards of conduct
set forth in the preceding sentence.
The Corporation has also entered into
indemnification agreements with each of its directors, pursuant to which it is generally obligated to indemnify each director against
all expenses, judgments, fines and amounts paid in settlement by such director and reasonably incurred by him or her in connection
with any suit, action, or other proceeding to which he or she is made a party due to his or her status as a director, provided
that he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests
of the Corporation and, with respect any criminal proceedings, had no reasonable cause to believe his or her conduct to be unlawful.
The agreements also set forth the procedures pursuant to which claims for indemnification are resolved. A form of indemnification
agreement was filed as Exhibit 10(t) to the Corporation’s Current Report on Form 8-K filed with the SEC on April 12, 2006.
The Corporation has also purchased
directors’ and officers’ liability insurance covering certain liabilities incurred by directors and officers in connection
with the performance of their duties.
Certain of the Corporation’s
benefit plans also provide that, in addition to such other rights of indemnification they may have as directors, the Corporation
shall indemnify and save harmless any member of the Compensation Committee of the Board of Directors against reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding,
or in connection with an appeal therein, to which they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the plan or award granted thereunder and against all amounts paid by them settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in the performance of his or her duties; provided
that within sixty days after institution of any such action, suit or
proceeding, a Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.