Item 6. Indemnification of Directors
and Officers
.
Indemnification under the Delaware General
Corporation Law
Section 145 of the Delaware General Corporation
Law (“DGCL”) authorizes a corporation 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,
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 person’s conduct was unlawful. In addition,
the DGCL does not permit indemnification in any threatened, pending or completed action or suit by or in the right of the corporation
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 in which such action or suit was brought shall determine 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 such court shall deem proper. To the extent that a present or former director or officer of a corporation
has been 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, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably
incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.
Section 102(b)(7) of the DGCL also allows
a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the
liability of a director:
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(1)
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for any breach of the director’s duty of loyalty to the corporation or its stockholders;
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(2)
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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(3)
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for unlawful payments of dividends or unlawful stock purchases or redemptions; or
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(4)
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for any transaction from which the director derived an improper personal benefit.
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These provisions will not limit the liability
of directors or officers under the federal securities laws of the United States.
Indemnification under the Registrant’s
Certificate of Incorporation and Bylaws
Article VIII, Section 1 of the Registrant’s
certificate of incorporation provides that, to the fullest extent permitted by law, a director of the Registrant shall not be personally
liable to the Registrant or to its stockholders for monetary damages for any breach of fiduciary duty as a director.
Article VIII, Section 2 of the Registrant’s
certificate of incorporation provides that the Registrant shall indemnify, advance expenses, and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”)
who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom
he or she is the legal representative, is or was a director or officer of the Registrant or, while a director or officer of the
Registrant, is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.
Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding)
or advancement of expenses not paid in full, the Registrant shall be required to indemnify a Covered Person in connection with
a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by
the Covered Person was authorized in the specific case by the board of directors of the Registrant.
Article VI of the Registrant’s bylaws
provides that each director and officer of the Registrant, and each person who shall serve at its request as a director or officer
of another corporation in which the Registrant owns shares of capital stock or of which it is a creditor, whether or not then in
office, and his personal representatives, shall be indemnified by the Registrant against all costs and expenses actually and necessarily
incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may
be made a party by reason of his being or having been such director or officer, except in relation to matters as to which he shall
be finally adjudged in such action, suit or proceeding to be liable for negligence of misconduct in the performance of duty. Such
costs and expenses include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only
if the Registrant is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence
or misconduct.