By-Laws
Article II, Section 8 of the
By-Laws
of the Registrant provides as follows:
A. The Corporation shall indemnify any person who is or was a Director or officer of the Corporation, to the fullest
extent permitted and in the manner provided by the laws of the State of New Jersey as now or hereafter in effect, including, without limitation, the indemnification permitted by N.J.S.
14A:3-5(8),
against all
liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) and expenses (including, without limitation, attorneys fees and disbursements) imposed upon or incurred by such person in
connection with any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding
(Proceeding) in which such person may be made, or threatened to be made, a party, or in which such person may become involved by reason of such person being or having been a Director or officer of the Corporation, or of serving or having
served at the request of the Corporation as a director, officer, trustee, employee or agent of, or in any other capacity with, another foreign or domestic corporation, or any partnership, joint venture, sole proprietorship, employee benefit plan,
trust or other enterprise, whether or not for profit.
B. The right to indemnification conferred by this Section 8
shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any Proceeding in advance of its final disposition, and the Corporation shall, to the fullest extent permitted by law, promptly
advance expenses (including, without limitation, attorneys fees and disbursements) that are incurred, from time to time, in connection therewith by any such current or former Director or officer of the Corporation, subject to the receipt by
the Corporation of an undertaking of such person as required by law.
C. Nothing in this Section 8 shall restrict or
limit the power of the Corporation to indemnify its employees, agents and other persons, to advance expenses (including attorneys fees) on their behalf and to purchase and maintain insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation in connection with any Proceeding.
D. The indemnification provided by this
Section 8 shall not exclude any other rights to which a person seeking indemnification may be entitled under the Certificate of Incorporation,
By-Laws,
agreement, vote of stockholders or otherwise. The
indemnification provided by this Section 8 shall continue as to a person who has ceased to be a Director or officer, and shall extend to the estate or personal or legal representative of any deceased Director or officer.
E. Any repeal or modification of this Section 8 shall not adversely affect any rights to indemnification and to the
advancement of expenses of a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
Indemnification Agreements
The
Registrant has entered into an Indemnification Agreement with each of its directors (each, a Director). The Indemnification Agreement provides that the Registrant will indemnify the Director against any and all expenses, judgments,
costs, fines and amounts paid in settlement (collectively, Losses), to the fullest extent permitted by law, in connection with any present or future threatened, pending or completed proceeding based upon, arising from, relating to, or by
reason of the Directors status as a director, officer, employee, agent or fiduciary of the Registrant or any other entity the Director serves at the request of the Registrant. In addition, the Registrant will advance, to the extent not
prohibited by law, the expenses incurred by the Director in connection with any proceeding.
No indemnification may be made to the
Director with respect to any proceeding if a final judgment adverse to the Director establishes that the Director engaged in disqualifying conduct. Disqualifying conduct means that the Directors actions or omissions (i) were
in breach of the Directors duty of loyalty to the Registrant and its shareholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in the receipt by the Director of an improper personal benefit.