Item 6. Indemnification of Directors and Officers.
Pursuant to authority conferred by Section 102 of the General Corporation Law of the State of Delaware (the DGCL), Article
SIXTH of the Registrants restated certificate of incorporation, as amended, eliminates the personal liability of the Registrants directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent permitted under the law of the State of Delaware, including the DGCL. Article SIXTH further provides that any future amendment to or repeal of its terms will not adversely affect any right or protection of any director of the
Registrant with respect to acts or omissions of such director occurring prior to such repeal or amendment. Article SIXTH also incorporates any future amendments to Delaware law which further eliminate or limit the liability of directors.
In accordance with Section 145 of the DGCL, Article SEVENTH of the Registrants restated certificate of incorporation, as amended,
and certain provisions of the Registrants amended and restated by-laws grant the Registrants directors and officers a right to indemnification for all expenses relating to civil, criminal,
administrative or investigative procedures to which they are a party (i) by reason of the fact that they are or were directors or officers of the Registrant or (ii) by reason of the fact that, while they are or were directors or officers
of the Registrant, they are or were serving at the request of the Registrant as directors or officers of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan.
Section 5 of Article VI of the Registrants amended and restated by-laws further provides for advancement of expenses to such indemnified persons.
The Registrants amended and restated by-laws authorize the Registrant to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such,
whether or not the Registrant would have the power to indemnify such person against such liability under the provisions of the Registrants amended and restated by-laws. The Registrant has obtained
insurance policies insuring its directors and officers against certain liabilities.
The Registrant has entered into Indemnification
Agreements (the Indemnification Agreements) with its directors and executive officers. One of the purposes of the Indemnification Agreements is to attempt to specify the extent to which persons entitled to indemnification thereunder (the
Indemnitees) may receive indemnification. Pursuant to the Indemnification Agreements, an Indemnitee is entitled to indemnification for claims arising out of or in connection with the service of Indemnitee as a director or officer of the
Registrant or of an affiliate. In the case of an action or proceeding other than an action by or in the right of the Registrant, the Indemnification Agreements provide that Indemnitee is entitled to indemnification for claims relating to
(i) the fact that Indemnitee is or was an officer or director of the Registrant or any other entity which Indemnitee is or was or will be serving at the request of the Registrant, or (ii) anything done or not done by Indemnitee in any such
capacity. In the case of an action by or in the right of the Registrant, the Indemnification Agreements provide that Indemnitee is entitled to indemnification for claims relating to (i) the fact that Indemnitee is or was an officer or director
of the Registrant or any affiliate or (ii) anything done or not done in such capacity. The Indemnification Agreements are in addition to and are not intended to limit any rights of indemnification which are available under the Registrants
restated certificate of incorporation, as amended, or the Registrants amended and restated bylaws, or otherwise. In addition to the rights to indemnification specified therein, the Indemnification Agreements are intended to increase the
certainty of receipt by the Indemnitee of the benefits to which he or she is entitled by providing specific procedures relating to indemnification.