Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.
Item 6. Indemnification of Directors and Officers.
Article 6A of the registrants Restated Articles of Organization, as amended (the Restated Articles) provides that the
registrant shall indemnify each person who is, or was, a director or officer of the registrant or who is or was a director or employee of the registrant and is serving or has served as a director of another organization at the request of the
registrant or in any capacity with respect to an employee benefit plan of the registrant, against all liabilities and expenses, including judgments, fines, penalties, amounts paid or to be paid in settlement, and reasonable attorneys fees,
imposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action, suit or other proceedings, whether civil or criminal, to which such individual may be made a defendant or with which such
individual may become involved or threatened, directly or indirectly, by reason of having been an officer or director of the registrant or as a result of his having served with respect to any such employee benefit plan. Article 6A further provides
that the registrant shall provide no indemnification with respect to any matter as to which any director or officer shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the registrant or, if the matter relates to an employee benefit plan, the participants or beneficiaries of such employee benefit plan. The right to indemnification conferred by Article 6A includes the right to be
paid by the registrant for liabilities and expenses incurred in connection with settlement or compromise of any such action pursuant to a consent decree or otherwise, unless a determination is made by the board of directors that such settlement or
compromise is not in the best interests of the registrant or, if the matter relates to an employee benefit plan, the participants or beneficiaries of such employee benefit plan.
Article 6A of the Restated Articles includes the right to payment by the registrant of expenses, including reasonable attorneys fees,
incurred in defending a civil or criminal action, suit or proceeding in advance of its final disposition, subject to receipt of an undertaking by the individual person to repay such payment if it is ultimately determined that such person is not
entitled to indemnification under the Restated Articles. However, no advance may be made if the board of directors reasonably and promptly determines, by a majority vote of a quorum consisting of disinterested directors (or, if such quorum is not
obtainable, by a majority of the disinterested directors of the registrant or if two disinterested directors are not then in office, by independent legal counsel in a written opinion), based on facts known to the board of directors or such
independent legal counsel at such time, that such person did not act in good faith in the reasonable belief that his action was in the best interest of the registrant or the participants or beneficiaries of such employee benefit plan, as the case
may be.
Under Article 6A of the Restated Articles, if an individual is entitled under any provision of Article 6 of the Restated Articles
to indemnification by the registrant for some or a portion of the liabilities or expenses imposed upon or incurred by such individual in the investigation, defense, appeal or settlement of any action, suit or proceeding but not, however, for the
total amount thereof, the registrant shall nevertheless indemnify such individual for the portion of such liabilities or expenses to which such individual is entitled. The registrants obligation to provide indemnification under the Restated
Articles shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the registrant or any other person.
Under Article 6D of the Restated Articles, to the fullest extent permitted by the Massachusetts Business Corporation Act, as may be amended
from time to time, no director shall be personally liable to the registrant or its stockholders for monetary damages for breach of his fiduciary duty as a director, notwithstanding any provision of law imposing such liability.
- 2 -