Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of
any action, suit, or proceeding referred to above, or any claim, issue, or matter therein, the corporation must indemnify that person against the expenses (including attorneys fees) that such officer or director actually and reasonably
incurred in connection therewith.
Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any
liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article VIII of the Companys Amended and Restated
Bylaws provides for indemnification of any person to the fullest extent permitted by the DGCL, provided that, apart from limited circumstances laid out in Article VIII of the Companys Amended and Restated Bylaws, the Company will indemnify
such person only if such proceeding was authorized by the Companys Board of Directors. The Company has purchased liability insurance applicable to its directors and certain officers as permitted by Section 145 of the DGCL. The Company
also maintains an employed lawyers insurance policy for employees (including officers) that are licensed to practice law.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability 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 that involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions under Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
Article Thirteenth of the
Companys Amended and Restated Certificate of Incorporation, filed by the Company with the Commission on September 16, 2011, as amended to the date hereof (the Certificate of Incorporation), provides that, to the full extent
that the DGCL permits the limitation or elimination of the liability of directors, a director will not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, and, to the extent the DGCL is
amended to authorize the further elimination or limitation of liability of directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided in the Companys Certificate of Incorporation,
will be limited to the fullest extent permitted by the amended DGCL.
The Company has entered into indemnification agreements with certain
of its directors and officers. Under the indemnification agreements, the Company agreed to indemnify each indemnified party, subject to certain limitations, to the maximum extent permitted by Delaware
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