Item 6.
Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware (the DGCL),
provides, in general, that a corporation may 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 such 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 such person in
connection with such action, suit or proceeding, 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.
Section 145(b) of the DGCL provides, in general, that a
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
such 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) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit 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, except that no indemnification shall be made with respect to 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 of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such other adjudicating court shall deem proper.
Section 145(g) of the DGCL
provides that a corporation may 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, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether
or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL. The registrant currently maintains insurance policies under which, subject to the limitations of the policies, its
directors and officers are insured against liability for actions taken in their capacity as directors and officers.
As permitted under
Section 102(b)(7) of the DGCL, the registrants certificate of incorporation provides that no director of the registrant shall be personally liable to the registrant or the registrants stockholders for monetary damages for any breach
of such directors fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the registrant or the registrants stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in respect of unlawful dividend payments or stock redemptions or repurchases under Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. In addition, the registrants certificate of incorporation provides that if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a
director of the registrant shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The registrants certificate of incorporation further provides that any amendment, repeal or modification of the provision in
the registrants certificate of incorporation limiting a directors liability, either by the registrants stockholders or an amendment to the DGCL, will not adversely affect any right or protection existing at the time of such
amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a director at the time of such amendment, repeal or modification.