Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 721 to 725 of the New York Business Corporation Law (“NYBCL”) which provide for indemnification of
directors and officers, subject to certain limitations, for liabilities and expenses in connection with actions or proceedings involving them in such capacity. Pursuant to Section 721 of the NYBCL, no indemnification shall be made to or on
behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
Section 402(b) of the NYBCL permits a certificate of incorporation to set forth a provision limiting or eliminating the personal
liability of directors to a corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit the liability of a director if a judgment or other final adjudication adverse
to him or her establishes (i) that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) that he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled, or (iii) that his or her acts violated Section 719 of the NYBCL.
Article SIXTH of the
Registrant’s Restated Certificate of Incorporation provides that, except to the extent limitation of liability or indemnification is not permitted by applicable law: (i) a director or officer of the Registrant shall not be liable to the
Registrant or any of its shareholders for damages for any breach of duty in such capacity, and (ii) the Registrant shall fully indemnify any person made, or threatened to be made a party to an action or proceeding, whether civil or criminal,
including an investigative, administrative or legislative proceeding, and including an action by or in the right of the Registrant or any other corporation of any type or kind, domestic or foreign, or any partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise (“other enterprise”), by reason of the fact that the person, or the testator or intestate of the person, is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant any other enterprise as a director, officer or in any other capacity, against any and all damages incurred as a result of or in connection with such action or proceeding or any appeal thereof, and, except in
the case of an action or proceeding specifically approved by the Board of Directors of the Registrant, the Registrant shall pay expenses incurred by or on behalf of such person in defending such action or proceeding or any appeal thereof in advance
of the final disposition thereof promptly upon receipt by the Registrant, from time to time, of a written demand of the person for the advancement, together with an undertaking by or on behalf of the person to repay any expenses so advanced to the
extent that the person is ultimately found not to be entitled to indemnification for the expenses.
As permitted by Section 726 of
the NYBCL, the Registrant has insurance (a) to indemnify the Registrant for obligations it incurs for indemnification of its directors and officers, and (b) to indemnify directors and officers of the Registrant for losses, costs and
expenses incurred by them in actions brought against them in connection with their acts as directors or officers for which they are not indemnified by the Registrant. No insurance payment, other than cost of defense, may be made to any director or
officer (a) if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he or she personally
gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (b) in relation to any risk the insurance of which is prohibited under the insurance law of the State of New York. The Registrant may also
purchase insurance coverage insuring the directors and officers of the Registrant against certain liabilities that could arise in connection with administration of the Registrant’s employee benefit plans.
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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
