Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 7 of the Company’s Amended and Restated Certificate of Incorporation, as amended, provides that the Company’s directors
will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Company or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law (the “DGCL”), or (4) for any transaction
from which the director derived any improper personal benefit. Section 7 also provides that if the DGCL is amended to further eliminate or limit the personal liability of directors, then the liability of the Company’s directors will be
eliminated or limited to the extent permitted by the DGCL, as so amended. The Amended and Restated Certificate of Incorporation also states that any repeal or modification of the foregoing paragraph by the Company’s stockholders will not
adversely affect any right or protection of the Company’s directors existing at the time of such repeal or modification.
The
Company’s Amended and Restated By-Laws provide that the Company will indemnify, to the extent permitted by the DGCL, any current or past director or officer of the Company who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the
Company, or is or was serving at the Company’s request as a director, officer, employee, trustee, partner, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such threatened, pending or completed action, suit or proceeding. The Company’s
Amended and Restated By-Laws further obligate the Company to pay all expenses incurred by a current or past director or officer in defending or investigating a threatened or pending action, suit or proceeding
of the nature referenced above in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to
be indemnified by the Company as provided above. Under these provisions, however, the Company is not obligated to indemnify any person in connection with a proceeding initiated by such person unless such proceeding is in connection with a claim by
such person to enforce rights as stated above or was authorized or consented to by the Company’s Board of Directors.
The Company has
entered into indemnification agreements with its directors, executive officers and officers to assure them that they will be indemnified to the extent permitted by the Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws and Delaware law. The indemnification agreements cover, subject to certain exceptions and limitations, any and all expenses, judgments, fines, penalties, and amounts paid in settlement, provide for the
prompt advancement of all expenses incurred in connection with any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, and obligate the director, executive officer or officer to reimburse the Company for all
amounts so advanced if it is subsequently determined, as provided in the indemnification agreements, that the director, executive officer or officer is not entitled to indemnification.
Delaware law requires indemnification in cases where a director or officer has been successful in defending any claim or proceeding and
permits indemnification, even if a director or officer has not been successful, in cases where the director or officer acted in good faith and in a manner that he or she reasonably believed was in, or not opposed to, the best interests of the
corporation. To be indemnified with respect to criminal proceedings, the director or officer must also have had no reasonable cause to believe that his or her conduct was unlawful. In the case of a claim by a third party (i.e., a party other than
the corporation), Delaware law permits indemnification for expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement. In the case of a claim by, or in the right of, the corporation (including stockholder derivative
suits), indemnification under the DGCL is limited
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