Item 6. Indemnification of Directors
and Officers.
Section 145 of the Delaware General Corporation Law (DGCL) authorizes a corporations board of directors to grant,
and authorizes a court to award, indemnity to officers, directors, and other corporate agents.
The Registrants current amended and restated
certificate of incorporation contains provisions that, in accordance with Section 102(b)(7) of the DGCL, limit the liability of its directors for monetary damages to the fullest extent permitted by Delaware law, except liability for:
(i) any breach of their duty of loyalty to the Registrant or its stockholders, (ii) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, (iii) unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or (iv) any transaction from which they derived an improper personal benefit.
The Registrants current amended and restated by-laws provide that the Registrant will indemnify, to the fullest
extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was one of the Registrants directors or officers or is or was serving at its
request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Additionally, the amended and restated by-laws provide that the Registrant may indemnify to the
fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was one of the Registrants employees or agents or is or was serving at
its request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. The amended and restated by-laws also provide that the Registrant must advance expenses
incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.
The Registrant has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific
indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason
of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding.