Table of Contents
- extend the term of the 2014 Plan;
- reduce the minimum purchase price of a share of common stock subject to an option; or
- effect any change inconsistent with Section 422 of the Code.
board of directors may otherwise suspend or terminate the 2014 Plan at any time. No such suspension or termination, however, shall affect the terms or conditions of any award
granted prior to termination.
The 2014 Plan provides that no award shall be transferable by a participant other than by will or the laws of descent and distribution
or pursuant to the beneficiary designation procedures approved by the company.
Limitation on Liability and Indemnification of Directors and Officers
Our amended and restated certificate of incorporation, which will be effective immediately prior to the completion of this offering,
limits our directors' liability to the fullest extent permitted under Delaware corporate law. Delaware corporate law provides that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability:
- for any transaction from which the director derives an improper personal benefit;
- for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
- under Section 174 of the Delaware General Corporation Law (unlawful payment of dividends or redemption of shares); or
- for any breach of a director's duty of loyalty to the corporation or its stockholders.
the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors
shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
law and our amended and restated bylaws, which will be effective immediately prior to consummation of this offering, provide that we will, in certain situations, indemnify our
directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to payment
or reimbursement of reasonable expenses (including attorneys' fees and disbursements) in advance of the final disposition of the proceeding.
maintain a directors' and officers' insurance policy pursuant to which our directors and officers are insured against liability for certain actions taken in their capacities as
directors and officers. We believe that these provisions in our amended and restated certificate of incorporation and amended and restated bylaws and this insurance policy are necessary to attract and
retain qualified persons as directors and officers.
as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.