ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the directors duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from
which the director derived an improper personal benefit. The Companys Amended and Restated Certificate of Incorporation, as amended, and its Second Amended and Restated By-Laws provide that the personal
liability of its directors is so eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a
corporation has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorneys fees actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with the
applicable standard of conduct set forth in such statutory provision. The Companys Amended and Restated Certificate of Incorporation, as amended, provides that it will, to the fullest extent permitted by Section 145 of the DGCL, indemnify
any and all persons who it has the power to indemnify under Section 145 of the DGCL from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145 of the DGCL. Under the Companys
Amended and Restated Certificate of Incorporation, as amended, such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action taken in an official capacity and as to action in any other capacity while holding office, and shall continue as to a person who has ceased to be a director, officer
employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Companys Second Amended and Restated By-laws provide that the Company shall indemnify and
hold harmless, to the fullest extent permitted by applicable law, any person 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 such person, or a person for whom such person is the legal representative, is or was a director or officer of the Company or is serving at the Companys request 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, against all liability and loss suffered and expenses (including attorneys fees) reasonably
incurred by such person. The Company is required under its Second Amended and Restated By-Laws to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the
proceeding (or part thereof) was authorized by the Companys board of directors. The Company are is authorized to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is
or was serving at the Companys request as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such persons status as such, whether or not the Company would have the power to indemnify such person against such liability under the applicable provisions of its Second Amended and Restated By-Laws or of the DGCL.