ARTE » Topics » Limitation of Liability and Indemnification of Officers

This excerpt taken from the ARTE DEF 14A filed Apr 30, 2007.
Limitation of Liability and Indemnification of Officers
 
Our amended and restated certificate of incorporation limits the liability of our executive officers to the maximum extent permitted by Delaware law. Delaware law provides that a corporation may eliminate the personal liability of its executive officers for monetary damages for breach of their fiduciary duties as executive officers, except liability for any of the following acts:
 
  •  breach of their duty of loyalty to us or our stockholders;
 
  •  acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;


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  •  unlawful payments of dividends or unlawful stock repurchases or redemptions; and
 
  •  any transaction from which the director derived an improper personal benefit.
 
Our amended and restated certificate of incorporation also provides that we will indemnify our directors, executive officers, employees and other agents to the fullest extent permitted by the Delaware law.
 
Our amended and restated bylaws provide that (i) we are required to indemnify our directors and executive officers to the fullest extent permitted by the Delaware law, subject to certain very limited exceptions, (ii) we are required to advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware law, subject to certain very limited exceptions and (iii) the rights conferred in the amended and restated bylaws are not exclusive.
 
We have entered into indemnification agreements with each of our executive officers to give these individuals additional contractual assurances regarding the scope of the indemnification set forth in our amended and restated certificate of incorporation and amended and restated bylaws and to provide additional procedural protections. We intend to enter into indemnification agreements with any new executive officers in the future.
 
We have obtained directors’ and officers’ insurance providing coverage for all of our executive officers for certain liabilities. We believe that these provisions and insurance coverage are necessary to attract and retain qualified executive officers.
 
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