Item 6.
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Indemnification of Directors and Officers
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Pursuant to the authority conferred by Section 102 of the General Corporation Law of the State of Delaware, as amended (the
DGCL), Article VII of the Registrants Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) contains provisions which eliminate personal liability of members of its board of directors
for violations of their fiduciary duty of care. Neither the DGCL nor the Certificate of Incorporation, however, limits the liability of directors for breaching their duty of loyalty, failing to act in good faith, engaging in intentional misconduct
or knowingly violating a law, paying a dividend or approving a stock repurchase under circumstances where such payment or repurchase is not permitted under the DGCL, or obtaining an improper personal benefit. Article VII of the Certificate of
Incorporation also provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, the liability of a director of the Registrant shall be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended.
Section 145 of the DGCL provides for the indemnification of certain persons, including
directors, officers and employees of a corporation, under certain circumstances. Article IX of the Registrants Fourth Amended and Restated Bylaws provides as follows:
ARTICLE IX - INDEMNIFICATION
9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be
amended, any current or former director or officer of the corporation 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, 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 of a partnership, joint venture, trust, enterprise or
non-profit
entity, including service with respect to employee benefit plans (an
indemnitee), against all liability and loss suffered and expenses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with
any such Proceeding. Notwithstanding the previous sentence, the corporation shall be required to indemnify an indemnitee in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was
authorized by the Board, except as provided in Section 9.4 of this Article IX with respect to proceedings to enforce rights to advancement or indemnification.
9.2 INDEMNIFICATION OF OTHERS.
The corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may
hereafter be amended, any employee or agent of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any 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 an 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 of a partnership, joint venture, trust, enterprise or
non-profit
entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding.
9.3 PREPAYMENT OF
EXPENSES.
The corporation shall pay the expenses incurred by an indemnitee, and may pay the expenses incurred by any current or former
employee or agent of the corporation, in defending any Proceeding in advance of its