Not applicable.
Item 6. |
Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (DGCL) authorizes a corporations board of directors to grant, and authorizes a court
to award, indemnity to officers, directors, and other corporate agents.
The Registrants current amended and restated certificate of incorporation
contains provisions that, in accordance with Section 102(b)(7) of the DGCL, limit the liability of its directors for monetary damages to the fullest extent permitted by Delaware law, except liability for: (i) any breach of their duty of
loyalty to the Registrant or its stockholders, (ii) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, (iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL; or (iv) any transaction from which they derived an improper personal benefit.
The
Registrants current amended and restated by-laws provide that the Registrant will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party
to any action, suit or proceeding by reason of the fact that he is or was one of the Registrants directors or officers or is or was serving at its request as a director or officer of another corporation, partnership, joint venture, trust, or
other enterprise. Additionally, the amended and restated by-laws provide that the Registrant may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a
party to any action, suit, or proceeding by reason of the fact that he is or was one of the Registrants employees or agents or is or was serving at its request as an employee or agent of another corporation, partnership, joint venture, trust,
or other enterprise. The amended and restated by-laws also provide that the Registrant must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action
or proceeding, subject to very limited exceptions.
The Registrant has entered into indemnification agreements with each of its directors and executive
officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against liabilities that
may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding.
The Registrant has obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to its directors and
executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to the Registrant with respect to
payments that may be made by the Registrant to these directors and executive officers pursuant to the Registrants indemnification obligations or otherwise as a matter of law.