The opinion of counsel as to the legality of the securities that may be issued under each Plan and the Director Plan is given by Grant M.
Dixton, Vice President, Deputy General Counsel and Corporate Secretary for the Company, and the opinion of counsel as to compliance of the Executive Supplemental Savings Plan and the Deferred Compensation Plan with ERISA is given by Howard M.
Radzely, Vice President & Assistant General Counsel Labor, Employment and Employee Benefits for the Company. Mr. Dixton and Mr. Radzely each own shares of the Registrants common stock and Mr. Dixton and
Mr. Radzely are each eligible to participate in the Executive Supplemental Savings Plan and the Deferred Compensation Plan.
Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law (the DGCL) provides that a corporation may indemnify any person, including
an officer or director, who was or is, 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
such corporation), by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit, or proceeding, provided 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 such corporation, and, with respect to any criminal actions and
proceedings, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending,
or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys fees) actually and reasonably incurred by such person, and except
that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit,
or proceeding referred to above, or any claim, issue, or matter therein, the corporation must indemnify that person against the expenses (including attorneys fees) that such officer or director actually and reasonably incurred in connection
therewith.
Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on 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 or enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article VII of the Companys
By-Laws
provides for indemnification of its directors and officers to the fullest extent permitted by the DGCL. The Company has purchased liability insurance applicable to its directors and certain officers as
permitted by Section 145 of the DGCL.
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