law; (iii) under Section 174 of Title 8 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or
limit the liability of a director for any act or omission occurring prior to the date when such provision became effective.
The
registrants charter provides that, consistent with Section 102(b)(7) of the DGCL, no director shall be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:
(i) for any breach of the directors 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 the law; (iii) under
Section 174 of the DGCL; or (iv) for any transaction from which a director derived an improper benefit.
Provisions in the
registrants bylaws provide that the registrant will indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including any
action or suit by the registrant or in its right, by reason of the fact that such person is or was its director, officer, employee, or, while such person is or was a director, officer or employee of the registrant, is or was serving at the
registrants request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees and disbursements), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, but in each case only if and to the extent permitted under applicable state or federal law.
The registrants bylaws further state that this indemnification shall not be deemed exclusive of any other right to which the indemnified
person may be entitled.
The registrant intends to maintain insurance coverage for its officers and directors as well as insurance
coverage to reimburse the registrant for potential costs of its indemnification of directors and officers.
|
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
The Exhibit Index included immediately prior to the signature pages hereto is incorporated herein by reference.
No original issue shares of the registrants common stock will be made available by the registrant for acquisition by participants in the
Plan. In accordance with Item 8(a) of Form S-8, therefore, no opinion as to the legality of the shares is included in this filing.
The registrant hereby undertakes that it will submit the Plan to the Internal Revenue Service in a timely manner at the time or times
permitted by the Internal Revenue Service, and will make all changes required by the Internal Revenue Service in order to continue to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.