Item 6. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) enables a corporation in its certificate of incorporation
or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for breach of fiduciary duty as a director or officer, except (i) for any breach of the
directors or officers duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174
of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), (iv) for any transaction from which a director derived an improper personal benefit, or (v) for any officer in an
action by or in the right of the corporation.
The Companys amended and restated certificate of incorporation provides that, to the
fullest extent permitted by the DGCL, no director or officer shall be personally liable to the Company for monetary damages for breach of fiduciary duty as a director or officers.
Section 145 of the Delaware General Corporation Law (the DGCL) grants each corporation organized thereunder the power to
indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such
capacity, if the person acted in good faith in a manner 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 such
persons conduct was unlawful.
The amended and restated bylaws of the Company provide that the Company must indemnify our directors
and officers to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights
than such law permitted the Company to provide prior to such amendment). The Company will also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery to us of an undertaking, by or on behalf of an
indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.
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 our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or directors or otherwise.
The Company will enter into indemnification agreements with each of the Companys directors and executive officers pursuant to which the
Company will agree to maintain directors and officers liability insurance (subject to limited exceptions), to hold harmless, indemnify and defend the individual to the fullest extent authorized or permitted by applicable law (subject to limited
exceptions) and to provide advancement of expenses. The agreements also establish certain procedures regarding the defense of claims and for determination of entitlement to indemnification.
We maintain insurance to protect ourselves and our directors, officers and representatives against any such expense, liability or loss,
whether or not we would have the power to indemnify him or her against such expense, liability or loss under the DGCL.
Item 7. Exemption from
Registration Claimed
Not Applicable.