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 and proceedings whether civil, criminal, administrative
or investigative, 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,
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 Registrants amended and restated certificate of incorporation and amended and restated bylaws provides for indemnification of
directors and officers to the fullest extent permitted by law, including payment of expenses in advance of resolution of any such matter. The Registrants amended and restated certificate of incorporation eliminates the potential personal
monetary liability of the Registrants directors to the Registrant or its stockholders for breaches of their duties as directors except as otherwise required under the DGCL. Any amendment to, or repeal of, these provisions will not eliminate or
reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of
corporations, then the personal liability of the Registrants directors will be further limited to the greatest extent permitted by the DGCL.
The Registrant has entered into or will enter into separate indemnification agreements with its directors and officers that may be broader
than the specific indemnification provisions contained in the DGCL. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and the Registrants amended and restated certificate of
incorporation and amended and restated bylaws against any and all expenses, judgments, fines and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for
reimbursement to the Registrant if it is found that such indemnitee is not entitled to such indemnification under applicable law and the Registrants amended and restated certificate of incorporation and amended and restated bylaws. The
Registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and officers.
The limitation of liability and indemnification provisions included in the Registrants amended and restated certificate of
incorporation, amended and restated bylaws, and the indemnification agreements that the Registrant has entered into or will enter into with its directors and officers may discourage stockholders from bringing a lawsuit against the Registrants
directors and officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrants directors and officers, even though an action, if successful, might benefit the Registrant and
its stockholders. Further, a stockholders investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and executive officers as required by these indemnification
provisions. At present, the Registrant is not aware of any pending litigation or proceeding involving any person who is or was one of the Registrants directors, officers, employees or other agents or is or was serving at the Registrants
request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in
claims for indemnification.