Contract analysis

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a Delaware corporation to indemnify and advance expenses to its directors, officers, employees and agents in certain circumstances. Section 145(a) of the DGCL provides, in general, that 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 proce

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify a person in connection with an action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or served in such capacity for another enterprise at the request of the corporation, against expenses, includin

Section 145(c) of the DGCL requires indemnification of a present or former director or officer who has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 145(a) or 145(b), or in defense of any claim, issue or matter therein, against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith. This provision make

Section 145(d) of the DGCL provides that any indemnification under Section 145(a) or Section 145(b), unless ordered by a court, may be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because the applicable standard of conduct has been met. Such determination must be made by the board of directors by a majority vote of director

Section 145(e) of the DGCL permits a corporation to pay expenses, including attorneys’ fees, incurred by a director or officer in defending any action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized b

Section 145(g) of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who serves or served at the request of the corporation in any such capacity for another enterprise, against any liability asserted against and incurred by such person in any such capacity, whether or not the corporation would

Section 102(b)(7) of the DGCL 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, subject to certain exceptions. Under Section 102(b)(7), such provision may not eliminate or limit liability for: (i) any breach of the director’