Item
6. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he or she is or is threatened to be made a party by reason of such
position, if such person shall have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with
respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent
that the adjudicating court determines that such indemnification is proper under the circumstances.
Section
102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for
any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law
(relating to unlawful payment of dividends and unlawful stock purchase and redemption), or (iv) for any transaction from which the director
derived an improper personal benefit.
Article
V of the Corporation’s Certificate of Incorporation provides that, to the fullest extent permitted by the Delaware General Corporation
Law, no director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director.
Article
IV of the Corporation’s By-Laws require that the Corporation indemnify any person who is a party, or is threatened to be made a
party, or who is called or threatened to be called to give testimony (whether during pre-trial discovery, at trial or otherwise) in connection
with any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal or investigative, including
an action by or in the right of the Corporation, by reason of the fact that such person 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 costs, 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 if (i)
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
Corporation, (ii) such person did not personally gain, as a result of the acts or omissions to which such action, suit or proceeding
relates, a financial profit or other financial advantage to which such person was not legally entitled and, (iii) with respect to any
criminal action or proceeding, such person had no reasonable cause to believe his or her 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, shall not,
of itself, create a presumption that the person did not meet the standards of conduct set forth in the preceding sentence.
The
Corporation has also entered into indemnification agreements with each of its directors, pursuant to which it is generally obligated
to indemnify each director against all expenses, judgments, fines and amounts paid in settlement by such director and reasonably incurred
by him or her in connection with any suit, action, or other proceeding to which he or she is made a party due to his or her status as
a director, provided that he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect any criminal proceedings, had no reasonable cause to believe his or her conduct to
be unlawful. The agreements also set forth the procedures pursuant to which claims for indemnification are resolved. A form of indemnification
agreement was filed as Exhibit 10(t) to the Corporation’s Current Report on Form 8-K filed with the SEC on April 12, 2006.
The
Corporation has also purchased directors’ and officers’ liability insurance covering certain liabilities incurred by directors
and officers in connection with the performance of their duties.
Certain
of the Corporation’s benefit plans also provide that, in addition to such other rights of indemnification they may have as
directors, the Corporation shall indemnify and save harmless any member of the Compensation Committee of the Board of
Directors against reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with an appeal therein, to which they or any of them may be a party by
reason of any action taken or failure to act under or in connection with the plan or award granted thereunder and against all
amounts paid by them settlement thereof (provided such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as
to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct
in the performance of his or her duties; provided that within sixty days after institution of any such action, suit or proceeding, a
Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.