ITEM 6. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Section 145 of the Delaware General Corporation Law (the DGCL), provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The DGCL provides that Section 145 is not exclusive of other
rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrants certificate of incorporation provides for indemnification by the Registrant
of members of its board of directors, members of committees of its board of directors and of other committees of the Registrant, and its executive officers, and allows the Registrant to provide indemnification for its other officers and its agents
and employees, and those serving another corporation, partnership, joint venture, trust or other enterprise at the request of the Registrant, in each case to the maximum extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation 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 corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or
(iv) for any transaction from which the director derived an improper personal benefit. The Registrants certificate of incorporation provides for such limitation of liability. The Registrant is also expressly authorized to advance certain
expenses (including attorneys fees) to its directors and officers and its amended and restated bylaws provide that the Registrant must indemnify its directors and officers to the fullest extent permitted by law.
The Registrant has also entered into separate indemnification agreements with each of its directors and officers which are in addition to the
Registrants indemnification obligations under its certificate of incorporation and amended and restated bylaws. These indemnification agreements may require the Registrant, among other things, to indemnify its directors and officers against
expenses and liabilities that may arise by reason of their status as directors and officers, subject to certain exceptions. These indemnification agreements may also require the Registrant to advance any expenses incurred by its directors and
officers as a result of any proceeding against them as to which they could be indemnified and to obtain and maintain directors and officers insurance.
The limitation of liability and indemnification provisions that have been included in the Registrants certificate of incorporation,
amended and restated bylaws, and the indemnification agreements that the Registrant has entered into with its directors and officers may discourage the Registrants stockholders from bringing a lawsuit against its directors and officers for
breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrants directors and officers, even though an action, if successful, might benefit the Registrant and other stockholders. Further,
a stockholders investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, the
Registrant is not aware of any pending litigation or proceeding involving any person who is or was one of its directors, officers, employees, or other agents or is or was serving at its request as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in claims for indemnification.
The Registrant also maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against
loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification
provision or otherwise as a matter of law.
ITEM 7. |
EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.