expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding,
if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Companys best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe
his or her conduct was unlawful.
The Companys amended and restated certificate of incorporation also provides that the Company will
indemnify any Indemnitee who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in the Companys favor by reason of the
fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the Companys request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the Companys best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to
the Company, unless and only to the extent that the court determines that, despite such adjudication but in view of all of the circumstances, he or she is fairly and reasonably entitled to indemnification for such expenses.
Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be
indemnified by the Company against all expenses (including attorneys fees) actually and reasonably incurred by him or her in connection therewith. If the Company does not assume the defense, expenses must be advanced to an Indemnitee under
certain circumstances.
In addition, the Company has entered into indemnification agreements with each of its directors and named
executive officers and intends to enter into indemnification agreements with any new director and certain executive officers in the future.
The Company maintains a general liability insurance policy which covers certain liabilities of its directors and officers arising out of
claims based on acts or omissions in their capacities as directors or officers.
Certain of the Companys non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities in their capacity as members of the Companys Board of Directors.
An underwriting agreement the Company may enter into in connection with an offering of shares of Common Stock may also provide that the underwriters will
indemnify, under certain conditions, the Companys directors and officers (as well as certain other persons) against certain liabilities arising in connection with such offering.
Item 7.
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EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.