Not applicable.
Item 6.
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Indemnification of Directors and Officers
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The Maryland General Corporation Law authorizes Maryland corporations to limit the liability of directors and officers to the corporation and its stockholders for money damages except (i) to the extent
that it is proved that the director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit actually received, (ii) to the extent that a judgment or other final adjudication
adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the director’s or officer’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding, or (iii) in respect of certain other actions not applicable to the Company. The Company’s Articles of Incorporation limits the liability of directors and officers to the fullest extent permitted by the Maryland
law.
The Maryland General Corporation Law also authorizes Maryland corporations to indemnify present and past directors and officers of the corporation or of another corporation for which they serve at the
request of the corporation against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred in connection with 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 the corporation in respect of which the director or officer is adjudged to be liable to the corporation) in which they are made parties by reason of being or
having been directors or officers, unless it is proved that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) the director or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission
was unlawful. The Maryland General Corporation Law also provides that, unless limited by the corporation’s charter, a corporation shall indemnify present and past directors and officers of the corporation who are successful, on the merits or
otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against reasonable expenses (including attorneys’ fees) incurred in connection with the
proceeding. The Company’s Articles of Incorporation do not limit the extent of this indemnity.
In addition, the Company’s By-laws provide that, to the maximum extent permitted by Maryland law, the Company shall indemnify (without requiring a preliminary determination of the ultimate entitlement
to indemnification) and pay or reimburse expenses in advance of final disposition of a proceeding to (i) any present and past directors and officers of the Company who is made or threatened to be made a party to, or witness in, any action, suit or
proceeding by reason of his or her being, or having been, a director or officer of the Company, and (ii) any individual who, while a director or officer of the Company and at the request of the Company, serves or has served as a director, officer,
trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to,
or witness in, any action, suit or proceeding by reason of his or her serving, or having served, in that capacity. In the event of settlement of such action, suit or proceeding, indemnification shall include reimbursement of amounts paid in
settlement and expenses actually and reasonably incurred by such director or officer in connection therewith. This right of indemnification shall not be deemed exclusive of any other right, or rights, to which such director or officer may be
entitled under any agreement, vote of shareholders or otherwise.
The Company’s directors and officers are covered by certain insurance policies maintained by the Company.