Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock being registered has been passed upon for the Registrant by Daniel V. Logue, General Counsel
of the Registrant. Mr. Logue is regularly employed by the Registrant, participates in various employee benefit plans of the Registrant under which he may receive Stock Option Awards, Restricted Stock Units and Performance Stock Units, and
currently beneficially owns less than 1% of the outstanding shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant maintains directors and officers liability insurance that insures any person who is a director or officer of the
Registrant and each of the other registrants against any liability incurred by him or her in any such capacity or arising out of his or her status as a director or officer.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling
persons of the Registrant pursuant to the following provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The Registrant is incorporated in the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law (the DGCL)
permits a corporation, in its certificate of incorporation, to eliminate or limit the liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director, provided that such a provision
shall not eliminate or limit the liability of a director (a) for any breach of the directors duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions), or (d) for any transaction from which the director derived an improper personal
benefit.
Article THIRTEENTH of the Registrants Amended and Restated Certificate of Incorporation provides that, except to the
extent otherwise provided by the DGCL, the Registrants directors shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of their fiduciary duty as directors.
Section 145 of the DGCL provides that a Delaware corporation has the power to 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 the corporation) by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the persons conduct was unlawful. In the case of an action or suit brought by or in
the right of the corporation, indemnification of any director, officer, employee or agent of the corporation (or person serving at the request of the corporation in such capacity in another enterprise) against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such action or suit is permitted if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery, or
the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem proper.
Article V of the Registrants Amended and
Restated Bylaws provides generally that the Registrant will 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,
arbitrative, or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the
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