Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a corporation, in its certificate of incorporation,
to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the
directors duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or
(d) for any transaction from which the director derived an improper personal benefit.
Under Section 145 of the DGCL, a
corporation may indemnify a director, officer, employee or agent of the corporation (or a person 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 expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right
of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation (or a person 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 expenses (including attorneys fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent a
court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
The Companys Restated Certificate of Incorporation (Article Eighth) provides that the Company will indemnify its executive officers and
directors, and any other person who served in such role for other entities at the request of the Company (Covered Person), to the fullest extent permitted by law, against all expenses, judgments, fines and settlement amounts incurred by
such person in connection with any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was an executive officer or director of the Company or such other entity. The Company will indemnify Covered
Persons in connection with a proceeding commenced or brought by that person only if the commencement or bringing of the proceeding was authorized by the Companys Board of Directors. The Company will, to the fullest extent permitted by the
DGCL, pay the expenses (including attorneys fees) of any Covered Person in defending a proceeding (other than a proceeding commenced or brought by the person without the specific authorization of the Companys Board of Directors),
provided that, to the extent required by the DGCL, advancement of expenses will only be made if such person provides an undertaking to repay all amounts advanced if it is determined that he or she is not entitled to indemnification.
The Company may purchase and maintain insurance to protect itself and any Covered Person against liability or expense asserted or incurred by
such Covered Person in connection with any proceeding, whether or not the Company would have the power to indemnify such Covered Person against such liability or expense by law or under the indemnification provisions in the Companys Restated
Certificate of Incorporation.
The Company is authorized to enter into contracts with any Director or executive officer, or, as authorized
by the Board of Directors, any other employee or agent of the Company in furtherance of the provisions of Article Eighth of the Companys Restated Certificate of Incorporation and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in Article Eighth of the Companys Restated Certificate of Incorporation.
The Company has entered into indemnification agreements with each of its executive officers and directors, providing that it will indemnify
such executive officers and directors to the fullest extent permitted by law against all judgments, awards, fines, Employee Retirement Income Security Act (ERISA) excise taxes, penalties, amounts paid in settlement, liabilities and
losses and will pay the expenses (including attorneys fees) of the executive officer or director if such executive officer or director is involved in any manner (including, without limitation, as a party or a witness) in any civil, criminal,
administrative or investigative action, suit, proceeding or procedure by reason of the fact of the executive officer or directors position at the Company.