Item 6.
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Indemnification of Directors and Officers.
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Article XII of the Restated Certificate of Incorporation of the Registrant provides that it shall indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of the State of Delaware (the DGCL), except that it shall not be obligated to indemnify any such person (i) with respect to threatened, pending, or completed
claims, suits or actions, whether civil, criminal, administrative, investigative or otherwise (Proceedings), initiated or brought voluntarily by such director or officer and not by way of defense (other than Proceedings
brought to establish or enforce a right to indemnification under the provisions of this Article XII, unless a court of competent jurisdiction determines that each of the material assertions made by such director or officer in such Proceedings were
not made in good faith or were frivolous), or (ii) for any amounts paid in settlement of a covered Proceeding without the prior written consent of the Registrant. In addition, in accordance with Section 102(b)(7) of the DGCL, Article XII
of the Registrants Restated Certificate of Incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except for liability (a) for any breach of the directors duty of loyalty to the Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of
law, (c) for willful or negligent conduct in paying dividends or repurchasing stock out of other than lawfully available funds or (d) for any transaction from which the director derives an improper personal benefit.
The Registrant has entered into indemnification agreements with certain of its directors and executive officers. These agreements may require
the Registrant, among other things, to indemnify such directors and executive officers against certain liabilities that may arise by reason of their status or service as directors or executive officers, as the case may be, to advance expenses to
them as they are incurred, provided that they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification, and to obtain directors and officers liability insurance if
available on reasonable terms.
Section 145 of the DGCL provides that a corporation may indemnify directors, officers, employees and
agents against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with specified actions, suits, and proceedings, other than a derivative action by or in the
right of the corporation, if they acted in good faith and in a manner they 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 their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys fees, actually and reasonably incurred in connection with the
defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a corporations certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.
The Registrant maintains liability insurance for its directors and executive officers that insures its directors and officers against the cost
of defense, settlement or payment of a judgment in some circumstances.