Item 6. Indemnification of Directors and Officers
The Company is incorporated under the laws of Delaware.
Section 145 of the Delaware General Corporation Law (the DGCL) provides that a corporation may indemnify its directors and
officers as well as other employees and agents against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, in which such person is made or threatened to be made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other
than an action by or in the right of the corporationa derivative action), if such person acted in good faith and in a manner such 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 such persons conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses
(including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporations certificate of incorporation, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise. Under the Companys Certificate of Incorporation and By-Laws, in most circumstances the Company will indemnify the following persons (the Indemnified Persons), to the fullest extent authorized or
permitted by applicable law, if such indemnified persons acted in a manner not constituting fraud, gross negligence or willful misconduct: (a) any person who is or was a director, officer or tax matters partner of the Company or its
predecessor, (b) any person who is or was serving at the request of the Company or its predecessor as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another person (including any subsidiary);
provided, that a person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (c) any person the Board of Directors designates as an Indemnified Person
for purposes of the Certificate of Incorporation or the By-Laws. In addition to rights to indemnification, the Companys Certificate of Incorporation also contains a provision eliminating personal liability of directors of the Company for
monetary damages for breach of fiduciary duties, except for personal liability for fraud, gross negligence or willful misconduct and except that personal liability may not be eliminated for:
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any breach of the directors duty of loyalty to the corporation or its stockholders;
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any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of
the DGCL; and
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any transaction from which the director derived an improper personal benefit.
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The Company has agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent
jurisdiction determining that these persons are not entitled to indemnification. The Company has also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of the Companys
assets. The Company may purchase insurance against liabilities asserted against and expenses incurred by persons in connection with its activities, regardless of whether the Company would have the power to indemnify the person against liabilities
under the Companys Certificate of Incorporation and By-Laws.
In addition, the Company has entered into indemnification agreements
with each of the Companys directors and executive officers. A description of the Companys indemnification agreements is set forth in the section entitled Certain Relationships and Related Transactions, and Director
IndependenceIndemnification Agreements in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, each of which is incorporated herein by reference, which disclose that the Company will generally
indemnify the Companys directors and executive officers, to the fullest extent permitted by law and the Companys organizational documents, against (i) any and all expenses and liabilities, including judgments, fines, penalties,
interest and amounts paid in settlement of any claim with the Companys approval, and counsel fees and disbursements; (ii) any liability pursuant to a loan guarantee, or otherwise, for any of the Companys indebtedness; and
(iii) any liabilities incurred as a result of acting on our behalf (as a fiduciary or otherwise) in connection with an employee benefit plan, if such director or executive officer acted in a manner not constituting fraud, gross negligence or
willful misconduct. The indemnification agreements provide for the advancement or payment of all expenses to the director or executive
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