Amended and Restated
By-Laws
The Companys amended and restated
by-laws
provide that each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or is or
was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis
of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving at the request of the Company, as a director, officer, employee or agent, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that, with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in
connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Companys board of directors, subject to certain exceptions. The Companys amended and restated
by-laws
also provide that any person entitled to such indemnification shall have the right to be paid by the Company expenses incurred in defending such proceeding in advance of its final disposition.
Amended and Restated Director and Officer Indemnification Agreements
Each member of the Companys board of directors, including Christian A. Brickman, the Companys President and Chief Executive
Officer, is a party to an indemnification agreement with the Company which provides, among other things, that subject to the procedures set forth therein, the Company will, to the fullest extent permitted by applicable law, indemnify the indemnitee
if, by reason of such indemnitees status as a director of the Company or, in the case of Mr. Brickman, his status as a director or officer of the Company or any of its subsidiaries or, at the Companys request, of another entity,
such indemnitee incurs any losses, liabilities, judgments, fines, penalties or amounts paid in settlement in connection with any threatened, pending or completed proceeding, whether of a civil, criminal, administrative or investigative nature. In
addition, each indemnification agreement provides for the advancement of expenses incurred by the indemnitee, subject to certain exceptions, in connection with any proceeding covered by the indemnification agreement. Each indemnification agreement
also requires that the Company cover the indemnitee under liability insurance available to any of the Companys directors, officers or employees, and that the Companys indemnification obligations under these agreements will be primary for
all claims made against the indemnitee.
Insurance
The Company has obtained a directors and officers liability insurance policy insuring the directors and officers of the Company
against certain losses resulting from wrongful acts committed by them as directors and officers of the Company, including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.