Item 6.
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Indemnification of Directors and Officers.
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The Registrant’s Fourth Amended and Restated Certificate of Incorporation, as amended, limits the liability of the Registrant’s directors to the fullest
extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:
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breach of their duty of loyalty to the Registrant or the Registrant’s stockholders;
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or redemption of shares as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); or
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transaction from which the directors derived an improper personal benefit.
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These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies
such as injunctive relief or rescission.
The Registrant’s Third Amended and Restated Bylaws (the “Bylaws”) provide that it will
indemnify and advance expenses to its directors and officers to the fullest extent permitted by law or, if applicable, pursuant to indemnification agreements. The Bylaws further provide that the Registrant may choose to indemnify its other employees
or agents from time to time. Subject to certain exceptions and procedures, the Bylaws also require it to advance to any person who was or is a party, or is threatened to be made a party, to any proceeding by reason of the person’s service as one of
the Registrant’s directors or officers all expenses incurred by the person in connection with such proceeding.
The Bylaws and Section 145(g) of the DGCL also permit it to secure insurance on behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in connection with their services to us, regardless of whether the Bylaws permit indemnification. The Registrant maintains a directors’ and officers’ liability insurance policy.
The Registrant entered into indemnification agreements with each of its directors and executive officers that provide, in general, that the Registrant will
indemnify them to the fullest extent permitted by law in connection with their service to the Registrant or on its behalf and, subject to certain exceptions and procedures, that the Registrant will advance to them all expenses that they incur in
connection with any proceeding to which they are, or are threatened to be, a party.
At present, there is no pending litigation or proceeding involving any of the Registrant’s directors or officers as to which indemnification is required or
permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.