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Item
6.
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Indemnification
of Directors and Officers.
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The
following is only a general summary of certain aspects of the Georgia Business Corporation Code (the “Georgia Code”)
and the Company’s Amended and Restated Articles of Incorporation (the “Articles”) and Restated By-Laws, as amended
(the “By-laws”), relating to indemnification of directors and officers, and does not purport to be complete. It is
qualified in its entirety by reference to the detailed provisions of the Georgia Code and the Company’s Articles and By-laws.
Georgia
Corporation Law
Sections
14-2-850 through 14-2-859 of the Georgia Code generally provide that a corporation may indemnify any director, officer, employee
or agent against expenses actually and reasonably incurred by him in connection with any action to which he is made a party by
reason of his being or having been a director, officer, employee or agent of the corporation if such person acted in a manner
he believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of a criminal action,
had no reasonable cause to believe his conduct was unlawful. However, if the action is brought by or in the right of the corporation,
the Georgia Code provides that indemnification of directors shall be limited to the reasonable expenses incurred by such person
in connection with the proceeding. No indemnification shall be provided any director as to any claim, issue, or matter brought
by or in the right of the corporation as to which it is determined that such director did not meet the relevant standard of conduct
set out in the Georgia Code, or as to which such person shall have been adjudged to have been liable to the corporation, or in
any other proceeding in which such person shall have been adjudged to be liable on the basis that personal benefit was improperly
received by him, unless and to the extent that the court in which the suit was brought or other court of competent jurisdiction
shall have determined upon application 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. The Georgia
Code also provides that to the extent that a director or officer of a corporation has been wholly successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection
therewith. In addition, Section 14-2-202 of the Georgia Code permits a corporation to include in its articles of incorporation
a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages,
for breach of duty of care or other duty as a director, except for (i) any appropriation, in violation of his duties, of any business
opportunity of the corporation, (ii) acts or omissions which involve intentional misconduct or a knowing violation of law, (iii)
liability under Section 14-2-832 of the Georgia Code (involving certain distributions), or (iv) any transaction from which the
director received an improper personal benefit.
Charter
Provisions
Article
IV of the Company’s Articles limits the personal liability of a director of the Company or its shareholders as provided
in Section 14-2-202 of the Georgia Code, which is described above.
By-laws
Provisions
Article
VI, Section 1, of the Company’s By-laws provides that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action (other than an action by or in the right of the Company)
by reason of the fact that he is or was a director, officer, employee or agent of the Company or serving in any of such capacities
at the Company’s request in another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including court costs and attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company, and with respect to any criminal action, if he had no reasonable cause to believe his conduct
was unlawful.
Article
VI, Section 2 of the Company’s By-laws provides that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Company or was serving in any
of such capacities at the request of the Company with any other corporation, partnership, joint venture, trust or other enterprise
against expenses (including court costs and attorneys’ fees) actually and reasonably incurred in connection with the defense
or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, except that in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to the Company, indemnification will be permitted only
to the extent that the court in which the action was brought finds 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 such court shall
deem proper.
Article
VI, Section 3 of the Company’s By-laws provides that to the extent that a director, officer, employee or agent of the Company
shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of
Article VI of the Company’s By-laws or in defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including court costs and attorneys’ fees) actually and reasonably incurred by him in connection therewith.
Article
VI, Section 4 of the Company’s By-laws provides that any indemnification under Sections 1 and 2 of Article VI (unless ordered
by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because he had met the applicable standard of conduct
set forth in Sections 1 and 2 of Article VI. Such determination shall be made (1) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable but a quorum of disinterested directors so directs, by independent legal counsel in a written opinion,
or (3) by the shareholders.
Article
VI, Section 5, of the Company’s By-laws provides that expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the manner provided in Section 4 of Article VI upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized in Article VI, and, if such person is a director, upon receipt of a written affirmation of such director’s
good faith belief that he has met the standards of conduct required by the Georgia Code.
Article
VI, Section 6, of the Company’s By-laws provides that Article VI shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any agreement, vote of shareholders, or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
Article
VI, Section 7, of the Company’s By-laws provides that the Board of Directors may authorize, by a vote of the majority of
the full board, the Company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company or was serving in any of such capacities at the request of the Company with any other corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability
under the provisions of Article VI.
Insurance
The
Company maintains directors’ and officers’ liability insurance policies which provide for payment by the insurers
for losses arising from any claim or claims against an officer or director of the Company by reason of any actual or alleged breach
of duty, neglect, error, misstatement, misleading statement, omission or other act done or wrongfully attempted by them in such
capacities, in connection with any matter claimed against them solely by reason of their serving in any of such capacities, but
only when the Company is required or permitted by law to pay amounts as indemnity to the directors and officers.