The validity of the securities registered hereby has been passed upon for the Company by Buchanan Ingersoll & Rooney PC
(BIR), Pittsburgh, Pennsylvania. Certain shareholders and other attorneys of BIR beneficially own an aggregate of 1,350 shares of the Companys Common Stock.
Item 6. Indemnification of Directors and Officers.
Dicks Sporting Goods, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation
Law (the DGCL), provides that a corporation shall have the power to 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 the 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 attorneys 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 the persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which 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 reasonable cause to believe that the persons conduct was unlawful.
The Companys amended and
restated certificate of incorporation provides for the indemnification and advancement of expenses to the fullest extent permitted by law of any individual made, or threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving as an officer, director, employee or agent of any other
enterprise at the request of the Company.
Further, as permitted by Section 102(b)(7) of the DGCL, the Registrants amended and
restated certificate of incorporation includes provisions that eliminate the personal liability of its directors, but not its officers, for monetary damages for breach of fiduciary duty as a director other than (i) for any breach of the
directors duty of loyalty to the Registrant and its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL and
(iv) for any transaction from which the director derived an improper personal benefit.
Section 145 of the DGCL also permits a
corporation to purchase and maintain insurance on behalf of any director, officer, employee or agent against any liability asserted against such person acting in his or her capacity, whether or not the corporation would have the power to indemnify
such person against such liability.