Item 6.
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Indemnification of Directors and Officers.
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Wisconsin Law. Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law (WBCL) require a corporation
to indemnify any director or officer who is a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal,
state or local law and which is brought by or in the right of the corporation or by any other person because he or she is a director or officer of the corporation. A corporations obligation to indemnify any such person includes the obligation
to pay any judgment, settlement, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and all reasonable expenses, including fees, costs, charges, disbursements, attorney fees and other expenses incurred in
connection with a proceeding. However, such indemnification is not required in those cases in which liability was incurred as a result of the breach or failure to perform a duty that the director or officer owes to the corporation and the breach or
failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal
law, unless the person had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the person derived an improper personal profit; or
(iv) willful misconduct.
An officer or director seeking indemnification is entitled to indemnification if approved in any of the
following manners: (i) by a majority vote of a quorum of the disinterested members of the board of directors, or if such quorum of disinterested directors cannot be obtained, by a majority vote of a committee of two or more disinterested
directors; (ii) by independent legal counsel; (iii) by a panel of three arbitrators; (iv) by an affirmative vote of disinterested shareholders; (v) by a court; or (vi) with respect to any additional right to indemnification
granted, by any other method permitted in Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is
a party to a proceeding may be reimbursed by a corporation at such time as the director or officer furnishes to the corporation written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her
duties and a written undertaking to repay any amounts advanced if it is determined that indemnification by the corporation is not required.
The indemnification provisions of Sections 180.0850 to 180.0859 of the WBCL are not exclusive. A corporation may expand an officers or
directors right to indemnification (i) in its articles of incorporation or bylaws; (ii) by written agreement between the director or officer and the corporation; (iii) by resolution of its board of directors; or (iv) by a
resolution adopted, after notice, by a majority of all of the corporations voting shares then issued and outstanding.
Articles of Incorporation. The Registrants Third Amended and Restated Articles of Incorporation provide for the mandatory
indemnification of the Registrants directors and officers to the fullest extent permitted or required by Sections 180.0850 to 180.0859 of the WBCL.
Bylaws. As permitted by Section 180.0858 of the WBCL, the Registrant adopted indemnification provisions in its Third
Amended and Restated Bylaws (Bylaws). The Bylaws contain provisions that are substantially similar to the statutory indemnification provisions of the WBCL. In particular, Article X of the Bylaws provides, among other things, that the
Company will indemnify an officer or director, to the extent he or she has been successful on the merits or otherwise in the defense of proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because
he or she is a director or officer of the Registrant. The Bylaws further provide, among other things, that the Registrant shall indemnify a director or officer against all
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