Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in
its certificate of incorporation that a director or officer of the corporation will not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except
where the director or officer breached the duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend, or approved a stock repurchase in
violation of Delaware corporate law, or obtained an improper personal benefit. The Registrant’s Amended and
Restated Certificate of Incorporation (the “Certificate”) provides for this limitation of liability.
Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who
was, is, or is threatened to be made, party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or
was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding,
provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the
corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are or were a party to
any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that
such person is or was a director, officer, employee, or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted
without judicial approval if the officer, director, employee, or agent is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such officer or director has actually and reasonably
incurred.
Section 145 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 status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
The Registrant’s Amended and Restated Bylaws (the “Bylaws”) provide that the Registrant will indemnify its
directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending
any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an
indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not
entitled to be indemnified under this section or otherwise.
The Registrant has entered into indemnification agreements with each of its executive officers and directors.
The indemnification agreements provide the executive officers and directors with contractual rights to
indemnification, expense advancement, and reimbursement to the fullest extent permitted under the DGCL.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person
may have or hereafter acquire under any statute, provision of the Registrant’s Certificate or Bylaws, agreement, vote
of stockholders or disinterested directors, or otherwise.
The Registrant maintains standard policies of insurance that provide coverage (1) to its directors and officers
against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant
with respect to indemnification payments that it may make to such directors and officers.