Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Indemnification Agreements with Directors and Officers

On September 1, 2022, the Company entered into indemnification agreements (each an "Indemnification Agreement") with each of its directors and officers (each an "Indemnitee"), effective September 1, 2022, the form of which was previously approved by the Company's Board of Directors and approved by the Company's stockholders at the Company's 2022 Annual Meeting of Stockholders to provide for indemnification to the officers and directors under Delaware law. Among other things, consistent with the Company's Bylaws, each Indemnification Agreement generally requires that the Company (i) indemnify the Indemnitee from and against all expenses and liabilities with respect to proceedings to which Indemnitee may be subject by reason of the Indemnitee's service to the Company to the fullest extent authorized or permitted by Delaware law and (ii) advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding, and in connection with any proceeding to enforce the Indemnitee's rights under the Indemnification Agreement. The Indemnification Agreement also establishes various related procedures and processes and generally requires the Company to maintain directors and officers' liability insurance coverage.

The above description of the Indemnification Agreements does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description
10.1*           Form of Officer and Director Indemnification Agreement
107           Inline XBRL for the cover page of this Current Report on Form 8-K



* Filed herewith.

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