Thomas L. Patz is the Executive Vice-President,
Strategic Initiatives, and General Counsel of the Registrant, and has provided an opinion to the Registrant relating to the validity
of newly issued shares offered by this Registration Statement on Form S-8. As of January 24, 2013, Mr. Patz beneficially owned
50,068 shares of the Common Stock, which is approximately 0.00063% of the total outstanding shares of the Common Stock.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 405.2 of the Maryland General Corporation
Law, or MGCL, provides in pertinent part that a Maryland corporation may, with certain limitations, set forth in its charter a
provision limiting the liability of a director or an officer to the corporation or its stockholders for money damages, but may
not include any provision that restricts or limits the liability of a director or an officer to the corporation or its stockholders
to the extent that (i) it is proved that the person actually received an improper benefit or profit in money, property, or services
for the amount of the benefit or profit in money, property, or services actually received, or (ii) a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure
to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
Article NINTH of the Registrant’s
Consolidated Articles of Incorporation provides that, to the fullest extent provided by Maryland law, no director or officer of
the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages. Moreover, no amendment of
the Registrant’s charter or repeal of any of its provisions will limit or eliminate the benefits provided to the Registrant’s
directors and officers under this provision with respect to any act or omission that occurred prior to such amendment or repeal.
Section 418(b) of the
MGCL provides that a corporation may indemnify any director made a party to a proceeding by reason of service in that capacity
unless it is established that: (1) the act or omission of the director was material to the matter giving rise to the proceeding
and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, or (2) the director actually received
an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful. Indemnification may be against judgments, penalties, fines, settlements,
and reasonable expenses (including reasonable attorneys’ fees) actually incurred by the director in connection with the proceeding.
However, if the proceeding was one by or in right of the corporation, indemnification may not be made in respect of any proceeding
in which the director has been adjudged to be liable to the corporation. Section 418(d) provides that, unless limited by the charter,
a director who has been successful in the defense of any such proceeding, or in the defense of any claim, issue or matter in the
proceeding, will be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim,
issue or matter in which the director has been successful. In addition, Section 418(j) provides that, unless limited by the charter,
a corporation may indemnify its officers, employees and agents to the same extent as its directors, and with respect to an officer,
employee or agent who is not a director, to such further extent, consistent with law, as may be provided by its charter, bylaws,
action by its board of directors, or contract. Moreover, the corporation is required to indemnify an officer, employee or agent
to the same extent as it is required to indemnify a director under Section 418(d).
Article EIGHTH of the
Registrant’s Consolidated Articles of Incorporation provides that the Registrant shall indemnify its directors and officers
to the fullest extent required or permitted under Maryland law. Article EIGHTH further provides that no amendment or repeal of
the Article will apply to or have any effect on any right to indemnification with respect to acts or omissions occurring prior
to such amendment or repeal.
Article IX of the Registrant’s
By-Laws provides that persons who are or were directors or officers of the Registrant shall be indemnified by the Registrant to
the fullest extent permitted by the general laws of the State of Maryland, as now or hereafter in force, in respect to matters
arising out of service in their capacities as directors or officers of the Registrant or arising out of service at the request
of the Registrant in any capacity of any other organization. Any determination as to whether any such person is entitled to indemnification
shall be made by independent legal counsel retained by the Registrant and appointed by either the Board of Directors or the Chief
Executive Officer. Any determination of such independent legal counsel to deny indemnification shall be subject, at the request
of the person who is denied indemnification, to de novo review in any court that is appropriate under the general of laws of the
State of Maryland or other applicable statutory or decisional law, as now or hereafter in force. Article IX further provides
that no amendment of the By-Laws or repeal of any of its provisions shall limit or eliminate the benefits provided to directors
and officers of the Registrant under Article IX with respect to any act or omission that occurred prior to such amendment or repeal.
Section 418(k) of the MGCL provides that
a Maryland corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred
by such person in any such capacity or arising out of such person's position, whether or not the corporation would have the power
to indemnify against liability under the provisions of Section 418.
Article IX of the Registrant’s By-Laws
permits the Registrant to purchase and maintain such insurance. The Registrant has purchased a director and officer liability insurance
policy.