Not applicable.
ITEM 6.
Indemnification of Directors and Officers.
Maryland law permits a Maryland corporation to include in its charter a provision that limits the liability
of its directors and officers to the corporation and its shareholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active or deliberate
dishonesty that is established by a final judgment and that is material to the cause of action. Our Articles of Amendment and Restatement (the “Charter”) contains a provision that limits, to the maximum extent permitted by Maryland law,
the liability of our directors, but not our officers, to us and our shareholders for money damages.
Maryland law requires a Maryland corporation (unless
otherwise provided in its charter, which our Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by
reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in that capacity unless it is established that:
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the act or omission of the director or officer was material to the matter giving rise to the proceeding and
(1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; |
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the director or officer actually received an improper personal benefit in money, property or services; or
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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or
omission was unlawful. |
Under the MGCL, we may not indemnify a director or officer in a suit by us or in our right in which the director
or officer was adjudged liable to us or in a suit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is
fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an
adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, will be limited to expenses.
In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon receipt of (1) a written
affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (2) a written undertaking by him or her, or on his or her behalf, to repay the amount paid
or reimbursed if it is ultimately determined that the standard of conduct was not met.
Our Charter and bylaws (the “Bylaws”) require that we
indemnify our directors and officers (including any person who is or was a director or officer of ours serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) to
the fullest extent authorized by Maryland law, in effect from time to time. Such right to indemnification continues as to our former directors or officers and also inures to the benefit of the heirs, executors and personal and legal representatives
of our directors and officers. We are not obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by
director or officer unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors, except for proceedings to enforce rights to indemnification. Our directors and officers also have a right to be advanced by us any
expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon our receipt of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it
shall ultimately be determined that such person is not entitled to be indemnified by us under our Charter and a written affirmation by the director or officer of the director’s or officer’s good faith belief that the standard necessary for
indemnification has been met. Our Charter and Bylaws also provide that we may, to the extent authorized from time to time by our Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of ours
similar to those conferred in our Charter and Bylaws to our directors and officers and to such further extent as shall be permitted by applicable Maryland law.