Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a corporations board of directors to grant, and authorizes a court to
award, indemnity to officers, directors, and other corporate agents.
As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Registrants amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and
officers.
In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of
incorporation and amended and restated bylaws of the Registrant provide that:
The Registrant shall indemnify its directors and officers
for serving the Registrant in those capacities or for serving other business enterprises at the Registrants request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such persons conduct
was unlawful.
The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is
permitted by applicable law.
The Registrant is required to advance expenses, as incurred, to its directors and officers in connection
with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
The Registrant is not obligated pursuant to its amended and restated bylaws to indemnify a person with respect to proceedings initiated by
that person, except with respect to proceedings authorized by the Registrants board of directors or brought to enforce a right to indemnification.
The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the
Registrant is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons.
The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees,
and agents.
The Registrant has entered into separate indemnification agreements with each of its directors and certain of its officers
that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and
officers insurance to insure such persons against certain liabilities.
These indemnification provisions and the indemnification
agreements entered into between the Registrant and its directors and certain of its officers may be sufficiently broad to permit the indemnification of the Registrants officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.
See also the undertaking set out in response to Item 9 herein.