Not applicable.
Item 6. Indemnification
of Directors and Officers.
Pursuant
to the General Corporation Law of the State of Delaware (the “DGCL”), a corporation may indemnify any person who was or is
a party to 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 serving at the request of such corporation in such capacity
for 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 in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The
DGCL also permits 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 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 he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and except that no indemnification shall be made 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 Delaware Court of Chancery
or 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 a present or former director or officer is successful in the defense of such an action, suit or proceeding, a corporation is required
by the DGCL to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys’ fees)
incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified.
Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation
or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
The
DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by
a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, and agreement or otherwise.
The
DGCL also provides corporations with the power 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 in a similar capacity for another corporation,
partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by such person
in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him
or her against such liability as described above.
Each
of the Amended and Restated Certificate of Incorporation of Lands’ End, Inc. (the “Certificate of Incorporation”) and
the Amended and Restated Bylaws of Lands’ End, Inc. (the “Bylaws”) requires the Registrant to indemnify and hold harmless,
to the fullest extent permitted by applicable law, any director or officer of the Registrant 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, 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 (each, a “Proceeding”), against all liability, loss suffered and expenses (including
attorney’s fees) reasonably incurred by such person. In general, the Registrant will indemnify such a director or officer who initiates
an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of the Registrant.
Each
of the Certificate of Incorporation and the Bylaws further requires the Registrant, to the extent not prohibited under applicable law,
to pay the expenses (including attorneys’ fees) incurred by a director or officer of the Registrant in defending any Proceeding
in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the
final disposition of the Proceeding shall be made only upon receipt of an undertaking by such director or officer to repay all amounts
advanced if it should be ultimately determined he or she is not entitled to be indemnified under the terms of the Certificate of Incorporation
or the Bylaws, as the case may be, or otherwise.
Pursuant
to the Certificate of Incorporation, a director of the Company is not liable to the Company or its stockholders for monetary damages
for a breach of fiduciary duty as a director, except to the extent prohibited by the DGCL, which currently provides that such limitation
of liability is prohibited if (i) such director has breached his or her duty of loyalty to the Company or its stockholders, (ii) such
director’s acts or omissions are not in good faith or involve intentional misconduct or a knowing violation of law, (iii) such
director derived an improper personal benefit from the transaction at issue, or (iv) required by Section 174 of the DGCL.
The
foregoing statements are subject to the detailed provisions of Sections 102(b)(7) and 145 of the DGCL and the full text of the Certificate
of Incorporation and the Bylaws. The indemnification rights conferred by the Registrant are not exclusive of any other right to which
persons seeking indemnification may be entitled under any statute, agreement or vote of stockholders or disinterested directors or otherwise.
The
Registrant maintains directors’ and officers’ liability insurance for the benefit of its directors and officers in amounts
that it believes are reasonable under the circumstances.
Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.