Item 6. Indemnification of Directors and Officers.
The Registrants regulations provide that it will indemnify, to the fullest extent permitted by law, any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Registrant, or is or was
serving at the Registrants request as a director, trustee or officer of another corporation, domestic or foreign,
non-profit
or
for-profit,
partnership, joint
venture, trust or other enterprise. The Registrant will not be required to indemnify any person with respect to any action, suit or proceeding that was initiated by that person unless the action, suit or proceeding was initiated to enforce any
rights to indemnification under the Registrants regulations and the person is formally adjudged to be entitled to indemnity. The indemnification obligation provided in the Registrants regulations is not exclusive of any other rights to
which those seeking indemnification may be entitled under any law, the Registrants articles of incorporation or any agreement, vote of shareholders or of disinterested directors or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is the Registrants director or officer and shall continue as to a person who has ceased to be a director, trustee or officer and shall inure to the benefit of the heirs, executors and administrators
of that person.
The Registrants regulations also permit the Registrant to purchase and maintain insurance on behalf of any persons
that the Registrant is required to indemnify under the regulations against any liability asserted against and incurred by that person, in their status or capacity as a party the Registrant must indemnify, whether or not the Registrant would have the
power to indemnify such person against such liability. The Registrant may also, to the fullest extent permitted by law, enter into an indemnification agreement with any persons that the Registrant is required to indemnify under the regulations.
The Registrant has entered into contracts with its directors and some of its officers to indemnify them against many of the types of claims
that may be made against them. The Registrant also maintains insurance coverage for the benefit of directors and officers with respect to many types of claims that may be made against them, some of which may be in addition to those described in the
regulations.
Section 1701.13 of the Ohio Revised Code, or Section 1701.13, generally permits indemnification of any director,
officer or employee with respect to any proceeding against any such person provided that: (a) such person acted in good faith, (b) such person reasonably believed that the conduct was in or not opposed to the best interests of the
corporation, and (c) in the case of criminal proceedings, such person had no reasonable cause to believe that the conduct was unlawful. Indemnification may be made against expenses (including attorneys fees), judgments, fines and
settlements actually and reasonably incurred by such person in connection with the proceeding; provided, however, that if the proceeding is one by or in the right of the corporation, indemnification may be made only against actual and reasonable
expenses (including attorneys fees) and may not be made with respect to any proceeding in which the director, officer or employee has been