Item 6. Indemnification of Directors and
Officers.
Section 145 of the General Corporation Law of Delaware provides, in summary, that the directors and officers of the Registrant may,
under certain circumstances, be indemnified by the Registrant against all expenses incurred by or imposed upon them as a result of actions, suits or proceedings brought against them as such directors and officers, or as directors or officers of any
other organization at the request of the Registrant, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, have no
reasonable cause to believe their conduct was unlawful. No indemnification shall be made, however, against expenses with respect to any claim issued or matter as to which such person shall have been adjudged to be liable to the Registrant unless and
only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Section 145 of the Delaware General Corporation Law also provides that directors and officers of the Registrant are entitled to such indemnification by the Registrant to the extent
that such persons are successful on the merits or otherwise in defending any such action, suit or proceeding. The Registrants Amended and Restated By-laws and Second Restated Certificate of Incorporation
provide for the indemnification by the Registrant of officers and directors to the fullest extent permitted by the Delaware General Corporation Law.
The
Registrant has entered into agreements to indemnify certain of its officers in addition to the indemnification provided for in the By-laws. These agreements indemnify the Registrants directors and
officers for certain expenses (including attorneys fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Registrant, on account of acts and omissions
within the course and scope of employment with the Registrant. The Registrant believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.
Section 102 of the Delaware General Corporation Law provides that a corporation, in its certificate of incorporation, may eliminate the personal
liability of its directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, other than liability for (1) any breach of the directors duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any transaction from which the director derived an improper personal benefit and (4) unlawful payment of
dividends, or unlawful stock purchase or redemptions. The Registrants Second Restated Certificate of Incorporation provides for the elimination of personal liability of its directors to the fullest extent permitted by Section 102 of the
Delaware General Corporation Law.
The Registrant maintains an insurance policy pursuant to which the directors and officers of the Registrant are
insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such
claims, actions, suits or proceedings, which may be brought against them by reason of having been such directors or officers.