The registrant’s General
Counsel, Francis B. Barron, has passed on the validity of the shares of common stock to be issued under the Plan. Mr. Barron beneficially
owns shares of the registrant’s common stock.
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Item 6.
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Indemnification of Directors and Officers
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Section 145 of the Delaware
General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right
of the corporation — a “derivative action”), 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 proceedings, had no reasonable
cause to believe their conduct was unlawful.
A similar standard is applicable
in the case of derivative actions, except that indemnification only extends 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 corporation’s charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise.
Article V of the registrant’s
Amended and Restated Certificate of Incorporation eliminates director liability for monetary damages arising from any breach of the director’s
duty of care.
Article VIII of the registrant’s
Amended and Restated Bylaws generally provides that, subject to certain limitations, each person who was or is made a party or is threatened
to be made a party to or is involved in any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a director or officer of the registrant or a direct or indirect
wholly owned subsidiary of the registrant or is or was serving at the request of the registrant as a director, officer, employee or agent
of any such subsidiary or another company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified
and held harmless by the corporation, to the full extent authorized by the DGCL, against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith, provided that
such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the registrant
(and with respect to a criminal action, had no reason to believe his or her conduct was unlawful); except that with respect to actions
brought by or in the right of the registrant, no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudicated to be liable to the registrant, unless and only to the extent that the applicable court determines,
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. Such indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Article VIII provides
that the registrant shall pay the expenses incurred in defending any such proceeding in advance of its final disposition upon delivery
to the registrant of an undertaking by or on behalf of such director or officer to repay such amounts so advanced if it shall ultimately
be determined that such person is not entitled to be indemnified under Article VIII.
Both the DGCL and Article VIII
of the registrant’s Amended and Restated Bylaws specifically state that their indemnification provisions shall not be deemed exclusive
of any other indemnity rights a director or officer may have.
Section 145 of the DGCL
permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status
as such. Under insurance policies maintained by the registrant, the registrant is insured for certain amounts that it may be obligated
to pay directors and officers by way of indemnity and each such director and officer is insured against certain losses that he may incur
by reason of his or her being a director or officer and for which he is not indemnified by the registrant.
The registrant has entered
into separate indemnification agreements with each of its directors and officers, which may be broader than the specific indemnification
provisions contained in the DGCL. These indemnification agreements may require the registrant, among other things, to indemnify its directors
and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities
arising from willful misconduct. These indemnification agreements may also require the registrant to advance any expenses incurred by
the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’
and officers’ insurance, if available on reasonable terms.
The indemnification rights
set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute,
provision of the registrant’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise.