Item
6. Indemnification of Directors and Officers.
Nevada
Statutes
Section
78.7502 of the NRS (“NRS 78.7502”) permits the Registrant to indemnify its directors and officers as follows:
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1.
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A 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, except an action by or in the right of the corporation,
by reason of the fact that he 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, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
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(a)
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Is
not liable pursuant to Section 78.138 of the NRS (“NRS 78.138”)(1); or
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(b)
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Acted
in good faith and in a manner which he 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 his conduct was unlawful.
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The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that,
with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
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2.
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A corporation mayTW
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 the corporation to procure a judgment in its favor by reason of the fact that he 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, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he:
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(a)
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Is
not liable pursuant to NRS 78.138; or
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(b)
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Acted
in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
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Indemnification
may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
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3.
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To
the extent that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys’ fees, actually and reasonably
incurred by him in connection with the defense.
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In
addition, Section 78.751 of the NRS permits the Registrant to indemnify its directors and officers as follows:
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1.
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Any
discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced
pursuant to subsection 2, may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:
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(a)
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By
the stockholders;
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(b)
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By
the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
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(c)
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If
a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
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(d)
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If
a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
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2.
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The
articles of incorporation, the bylaws or an agreement made by the corporation may provide
that the expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be indemnified
by the corporation. The provisions of this subsection do not affect any rights to advancement
of expenses to which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
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3.
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The
indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or
ordered by a court pursuant to this section:
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(a)
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Does
not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not
be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
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(b)
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Continues
for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
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Articles
of Incorporation
Our
Articles of Incorporation provide for indemnification of officers and directors as follows:
“ARTICLE
X
The
personal liability of a director or officer to the Corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer shall be eliminated to the fullest extent permissible under Nevada law except for the following: (a) acts
or omissions which involve intentional misconduct, fraud, or a knowing violation of law; or (b) the payment of distributions in
violation of Section 78.300 of the Nevada Revised Statutes.
If
the Nevada Revised Statutes are hereinafter amended to authorize the further elimination or limitation of the liability of a director
or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada Revised Statutes, so as amended.
The
Corporation may indemnify, to the fullest extent permitted by law, any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative, or investigative, by reason that he or she, or his or her testator or
intestate, is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any
other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
Any
repeal or modification of the foregoing provisions of Article IX by the stockholders of the Corporation shall not adversely affect
any right or protection of a director or officer of the Corporation existing prior to the date when such repeal or modification
becomes effective.”
Bylaws
Our
bylaws provide for indemnification of our officers and directors under certain circumstances as follows:
If
required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control belonging to the corporation.
“ARTICLE
VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES,
AND
OTHER AGENTS
Section
1. ACTIONS OTHER THAN BY THE CORPORATION. The 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, except an action by or in the right of the corporation, by reason of the fact that he 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, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section
2. ACTIONS BY THE CORPORATION. The 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 the corporation to procure a judgment in its
favor by reason of the fact that he 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, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably
incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
Section
3. SUCCESSFUL DEFENSE. To the extent that a director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually
and reasonably incurred by him in connection with the defense.
Section
4. REQUIRED APPROVAL. Any indemnification under Sections 1 and 2, unless ordered by a court or advanced pursuant to Section
5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination must be made:
(a)
By the stockholders;
(b)
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
(c)
If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d)
If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
Section
5. ADVANCE OF EXPENSES. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that
the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights
to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or
otherwise by law.
Section
6. OTHER RIGHTS. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article
VI:
(a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to Section 2 or for the advancement of expenses made pursuant to Section 5, may not be made to or
on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of action.
(b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
Section
7. INSURANCE. The corporation may 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, partnership, joint venture, trust or other enterprise for any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this Article VI.
Section
8. RELIANCE ON PROVISIONS. Each person who shall act as an authorized representative of the corporation shall be deemed to
be doing so in reliance upon the rights of indemnification provided by this Article.
Section
9. SEVERABILITY. If any of the provisions of this Article are held to be invalid or unenforceable, this Article shall be construed
as if it did not contain such invalid or unenforceable provision and the remaining provisions of this Article shall remain in
full force and effect.
Section
10. RETROACTIVE EFFECT. To the extent permitted by applicable law, the rights and powers granted pursuant to this Article VI
shall apply to acts and actions occurring or in progress prior to its adoption by the board of directors.”