Item 6.
Indemnification of Directors and Officers.
The
Company is governed by the Delaware General Corporation Law, as the same exists or may hereafter be amended (the “DGCL”).
Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnification may include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.
Section 145
also provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of such corporation, under the same conditions, except that such indemnification
is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification
is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a
corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim,
issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such
officer or director actually and reasonably incurred in connection therewith.
Section 145
further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising
out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person against
such liability under Section 145.
The
DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties
as directors, except for liability:
| ● | for
any transaction from which the director derives an improper personal benefit; |
| ● | for
any act or omission not in good faith or that involves intentional misconduct or a knowing
violation of law; |
| ● | for
any unlawful payment of dividends or redemption of shares; or |
| ● | for
any breach of a director’s duty of loyalty to the corporation or its stockholders. |
The
Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) limits a directors’
liability to the fullest extent authorized under the DGCL, as it now exists or may in the future be amended.
Delaware
law and the Company’s Amended and Restated Bylaws (the “Bylaws”) provide that the Company will, in certain
situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted
by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of
reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding. The indemnification
provided for in the Bylaws will: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under
the Charter, Bylaws, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities
and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director or
executive officer or officer, employee or other agent and (iii) inure to the benefit of the heirs, executors and administrators
of a person who has ceased to be a director.
The
Company has entered into separate indemnification agreements with our directors and executive officers. These agreements, among other
things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments,
fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of its
directors or officers or any other company or enterprise to which the person provides services at its request.
The
Company also maintains a directors’ and officers’ insurance policy pursuant to which its directors and officers are
insured against liability for actions taken in their capacities as directors and officers. The Company believes these provisions in the
Charter and Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.