Any indemnification under subsections (a) and (b) (unless ordered by a court) will be
made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination will be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a quorum; or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the stockholders.
This indemnification
or advancement of expenses is not exclusive of any other rights to which the indemnified party may be entitled. Section 145 empowers the corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the
corporation against any liability asserted against such person or incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify him against such
liabilities under Section 145.
Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to
eliminate or limit the personal liability of a director for monetary damages for violations of a director’s fiduciary duty, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), (iv) for any transaction from which the director derived an improper personal benefit or (v) of an officer in any action by or in the right of the corporation.
Certificate of Incorporation. Article Ninth of our Certificate of Incorporation provides that no director shall be liable
to the registrant or its stockholders for monetary damages for breach of fiduciary duty, provided that the liability of a director is not eliminated or limited (i) for any breach of the director’s duty of loyalty to the registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) any transaction from which
such director derived an improper personal benefit.
Bylaws. Article VI, Section 2 of our bylaws provides, in
general, that we shall indemnify our directors and officers under the circumstances defined in Section 145. We have obtained an insurance policy insuring our directors and officers against certain liabilities, if any, that arise in
connection with the performance of their duties on behalf of the Company and its subsidiaries. We have entered into agreements with our directors and officers indemnifying such directors and officers against certain liabilities arising out of
their service as directors and officers of the Company.
Insurance. The Company maintains directors and officers liability
insurance, which covers such persons against certain claims or liabilities arising out of the performance of their duties.
| Item 7. |
Exemption from Registration Claimed. |
None
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