Item 6. Indemnification of Directors and Officers
The registrant’s Seventh Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), provides for
indemnification of directors to the fullest extent provided by the General Corporation Law of the State of Delaware (the “DGCL”) for all liability and loss suffered and expenses reasonably incurred by such director. Section 102(b)(7)
of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director for:
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any breach of duty of loyalty to the corporation or to its stockholders;
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or unlawful stock repurchases or redemptions under Section 174 of the DGCL; or
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any transaction from which the director derived an improper personal benefit.
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These provisions do not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental
laws.
Section 145 of the DGCL permits a corporation to indemnify its directors and officers against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers 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, if they had no reasonable cause to believe their conduct was unlawful. In an action by or in the right of the
corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, although
the court in which the action or suit was brought or the Delaware Court of Chancery may determine upon application that the defendant officers or directors are reasonably entitled to indemnity for such expenses despite such adjudication of
liability. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify the officer or director against the expenses that such officer or director actually and
reasonably incurred. Section 145 of the DGCL also provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation 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 shall ultimately be determined
that such person is not entitled to be indemnified by the corporation.
The registrant has entered into indemnification agreements with each of its
directors and executive officers. These agreements, among other things, require the registrant to indemnify each director and officer to the fullest extent permitted by applicable law, including indemnification for expenses such as attorneys’
fees and fees of experts, witnesses, private investigators and professional advisors as well as for liabilities such as judgments, damages, losses, penalties, taxes, fines and settlement amounts incurred by the director or officer in any action or
proceeding, including any action by or in the right of the registrant, arising out of the person’s services as a director or officer of the registrant or of any entity to which the person provides services at the registrant’s request,
including the registrant’s subsidiaries, or acting as a fiduciary with respect to its employee benefit plans. The registrant also maintains insurance coverage related to certain liabilities of directors and officers. At present, the registrant
is not aware of any pending or threatened litigation or proceeding involving any of its directors, officers, employees or agents in which indemnification would be required or permitted. The registrant believes that its charter provisions and
indemnification agreements are necessary to attract and retain qualified persons as directors and officers.