attorneys fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers,
employees, or agents of another corporation, partnership, joint venture, trust, or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such persons official capacity and as to action in another capacity while holding such office.
Under Section 145(g)
of the DGCL, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such persons status as such,
whether or not the corporation would have the power to provide indemnity under Section 145. The Company has obtained insurance which, subject to certain exceptions, insures the directors and officers of the Company and its subsidiaries.
Section 102(b)(7) of the DGCL permits the limitation of directors personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duties as a director except for (i) any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) breaches by a director under section 174 of the DGCL, which relates to unlawful payments of dividends or unlawful stock repurchase or redemptions, and (iv) any transaction from which the
director derived an improper personal benefit.
Charter and Bylaws
Our Certificate of Incorporation (the Charter) limits the liability of the directors of the Company to the fullest extent permitted
by the DGCL, as the same existed or may be amended, and our Second Amended and Restated Bylaws (the Bylaws) provide that the Company will indemnify them to the fullest extent permitted by such law.
The Bylaws also provide that the Company may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or
agent of the Company or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or
loss under the DGCL.
Indemnification Agreements
The Company has entered, and expects to continue to enter into, indemnification agreements with its directors, executive officers, and other
employees as determined by the Board. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs, if the basis of the indemnitees involvement was by reason of the fact that the
indemnitee is or was a director, officer, employee, or agent of the Company or any of its subsidiaries or was serving at the Companys request in an official capacity for another entity, to the fullest extent permitted by the laws of the state
of Delaware.
The above discussion of the Companys Charter, Bylaws, Indemnification Agreements, and of Section 145 of the DGCL
is not intended to be exhaustive and is respectively qualified in its entirety by such Charter, Bylaws, indemnification agreements, and applicable statutes.
A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by
reference.