Item 6. Indemnification of Directors and Officers.
Article Fourteenth of the Companys Certificate of Incorporation, as amended (the Certificate of Incorporation), provides
that, to the fullest extent permitted by the Delaware General Corporation Law (the DGCL), a director of the Company shall not be liable to the Company, nor to any of its stockholders, for monetary damages for breach of fiduciary duty as
a director. Article Fourteenth of the Certificate of Incorporation also provides that a director or officer of the Company shall be indemnified by the Company against any liabilities incurred in his or her capacity as a director or officer,
such indemnification to include payment by the Company of expenses incurred in defending a proceeding in advance of its final disposition, to the fullest extent permitted by the DGCL or as may be provided by written agreement with the Company. The
Certificate of Incorporation also provides that such rights to indemnification shall not be exclusive of any other right which a director or officer may have under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
The Company also maintains indemnification agreements with its directors. These
agreements provide that the Company shall pay on behalf of such directors any amount which any such director becomes legally obligated to pay because of any claim or claims made against him or her or because of any act or omission or neglect or
breach of duty, including any actual or alleged error or misstatement or misleading statement, which such person commits or suffers while acting in his or her capacity as a director of the Company, and solely because of his or her status as a
director of the Company. The payments which the Company is obligated to make under such indemnification agreements include damages, judgments, settlements, and certain costs and expenses (including attorneys fees and costs of attachment or
similar bonds). Notwithstanding the preceding, among other limitations, the Company shall not be obligated to make any indemnification payments in contravention of applicable laws.
The Company also maintains indemnification agreements with its officers. These agreements provide that in the event that the employment of
either such officer is terminated for any reason, the Company will indemnify such officer for all acts or omissions and for any suits it has at law or in equity, claims, actions or other proceedings against such officer initiated either prior to the
termination of employment or after such termination which relate to duties performed in good faith by such officer while employed by the Company. Such agreements also provide that in the event that either such officers employment is
terminated, the Company will retain him or her as a named insured under any directors and officers insurance policies it may have, for acts during the time such officer served as an officer of the Company.
Section 145 of the DGCL provides that a Delaware company has the power, under specified circumstances, to indemnify any person who is or
was a party or is threated to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in right of the company), whether civil, criminal, administrative, or investigative, by reason of the fact
that the person is or was a director, officer, employee, or agent of the company or is or was serving at the request of the corporation as a director, officer, employee, or agent of another entity, for expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in any such action, suit, or proceeding.
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