or settlement of any threatened, pending or completed legal proceedings in which he or she is involved by reason of the fact that he or she is or was a director or officer of the Registrant if
such director or officer acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if he or she had no reasonable
cause to believe that his or her conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he or she shall
have been adjudged to be liable to the Registrant unless a court determines otherwise.
The Registrants Amended and Restated Bylaws provide for
indemnification of the Registrants directors and officers, to the fullest extent permitted by the DGCL, for all expenses, liability and loss (including reasonable amounts paid in settlement) incurred in defending actions brought against them
arising out of the performance of their duties. In addition, the Registrant may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Registrant or is
serving or has served in such capacity for another business organization or entity at the Registrants request, against any liability asserted against such person and incurred in such capacity, or arising out of such persons status as
such, whether or not the registrant would have the power to indemnify such person against such liability under the provisions of Article VII of the registrants Amended and Restated Bylaws.
The Registrants Restated Certificate of Incorporation, as amended, contains a provision that eliminates, to the fullest extent permitted by the DGCL,
the personal liability of each director of the Registrant to the Registrant and its stockholders for monetary damages for certain breaches of fiduciary duty. This provision does not affect the directors liability for monetary damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing violation of law or intentional misconduct, willful or negligent conduct in approving an unlawful dividend, stock repurchase or redemption or obtaining any improper
personal benefit.
The foregoing indemnity and insurance provisions have the effect of reducing directors and officers exposure to personal
liability for actions taken in connection with their respective positions.
The Registrant has obtained liability insurance policies under which the
Registrants directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, arising out of the performance of their duties.
ITEM 7. Exemption From
Registration Claimed.
Not applicable.
ITEM 8.
Exhibits.
The exhibits included as part of this Registration Statement are as follows: