Not applicable.
Item 6. Indemnification of Directors
and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporations board of
directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under
certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the Securities Act).
As permitted by the Delaware General Corporation Law, the Registrants restated certificate of incorporation and amended and restated
bylaws contain provisions relating to the limitation of liability and indemnification of directors and officers. The restated certificate of incorporation provides that the Registrants directors will not be personally liable to the Registrant
or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:
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for any breach of the directors duty of loyalty to the Registrant or its stockholders;
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the Delaware General Corporation Law; or |
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for any transaction from which the director derives any improper personal benefit. |
The Registrants restated certificate of incorporation also provides that if Delaware law is amended after the approval by the
Registrants stockholders of the certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the fullest
extent permitted by Delaware law.
The Registrants amended and restated bylaws provide that the Registrant will indemnify its
directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on the Registrants
behalf. The Registrants amended and restated bylaws provide that the Registrant shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit the Registrant to secure
insurance on behalf of any director, officer, employee, or other enterprise agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.
The Registrant entered into indemnification agreements with each of its directors and executive officers and certain other key employees. The
form of agreement provides that the Registrant will indemnify each of its directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his or
her status as one of the Registrants directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, the Registrants restated certificate of incorporation and its amended and restated bylaws. In
addition, the form agreement provides that, to the fullest extent permitted by Delaware law, the Registrant will advance all expenses incurred by its directors, executive officers and other key employees in connection with a legal proceeding.
The Registrant currently carries and intends to continue to carry liability insurance for its directors and officers.