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Item 6.
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Indemnification of Directors and Officers.
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Registrant is a Delaware corporation. Section
145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than 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 expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides that
a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses (including attorney fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
Further subsections of DGCL Section 145
provide that:
(1) to the extent a present or former director
or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified
against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;
(2) the indemnification and advancement
of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise;
and
(3) the corporation shall have the power
to purchase and maintain insurance of behalf of any person who 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 any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify
such person against such liability under Section 145.
As used in this Item 6, the term “proceeding”
means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of Registrant, and whether
civil, criminal, administrative, investigative or otherwise.
Section 145 of the DGCL makes provision
for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of Registrant
under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act.
In addition, under Section 102(b)(7) of
the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to
act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain
provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends or (v) for any
transactions from which the director derived an improper personal benefit.
Registrant has entered into indemnification
agreements with its directors and executive officers that provide the maximum indemnity allowed to directors and officers permitted
by law and also to provide for certain additional procedural protections, in addition to the indemnification provided for in the
Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.
Registrant has purchased insurance policies
which, within the limits and subject to the terms and conditions thereof, cover certain expenses and liabilities that may be incurred
by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed
or suffered while acting as a director or officer of Registrant.