Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him, in satisfaction of judgment in any such action, suit or proceeding against him. He shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s Articles of Incorporation or Code of Regulations, as a matter of law or otherwise or of any power that the Company may have to indemnify him or hold him harmless.

Indemnification. Each personPerson who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liabilityliability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suitsuit, or proceeding to which he may be a party or in which theyhe may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him,him in satisfaction of any judgment in any such action, suitsuit, or proceeding against him. Hehim, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such personpersons may be entitled under the Company’s ArticlesCertificate of Incorporation or Code of Regulations,Bylaws, as a matter of lawlaw, or otherwiseotherwise, or of any power that the Company may have to indemnify himthem or hold himthem harmless.

Indemnification. Each person who is or shall have been a member of the CommitteeCommittee, or of the BoardBoard, shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which theyhe or she may be involved by reason of any action taken or failure to act under the Plan and against and from any andPlan. Such person shall be indemnified by the Company for all amounts paid by him or her in settlement thereof, with the Company’Company's approval, or paid by him,him or her in satisfaction of any judgment in any such action, suit or proceeding against him. Hehim or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such personpersons may be entitled under the Company’Company's Articles of Incorporation or Code of Regulations,Bylaws, as a matter of lawlaw, or otherwiseotherwise, or of any power that the Company may have to indemnify himthem or hold himthem harmless.

Indemnification. Each person who is or shallwill have been a member of the Committee or of the Board shallwill be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from # any loss, cost, liabilityliability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suitsuit, or proceeding to which he or she may be a party or in which theyhe or she may be involved by reason of any action taken or failure to act under the Plan or any award, and against and# from any and all amounts paid by him or her in settlement thereof, with the Company’Company’s approval, or paid by him,him or her in satisfaction of any judgment in any such claim, action, suitsuit, or proceeding against him. He shallhim or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shallwill not be exclusive of any other rights of indemnification to which such personpersons may be entitled under the Company’Company’s ArticlesCertificate of Incorporation or Code of Regulations,Bylaws, by contract, as a matter of lawlaw, or otherwiseotherwise, or ofunder any power that the Company may have to indemnify himthem or hold himthem harmless.

Indemnification.Indemnity. Each person who is or shallwill have been a member of the Board of Directors or the Committee or of the Board shallwill be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liabilityliability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suitsuit, or proceeding to which hesuch person may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by himsuch persons in settlement thereof,thereof with the Company’Company's approval, or paid by him, in satisfaction of a judgment in any such action, suit or proceeding against him. He shallthem, provided they will give the Company an opportunity, at its own expense, to handle and defend the same before he undertakesthey undertake to handle and defend it on his owntheir behalf. The foregoing right of indemnification shallwill not be exclusive of any other rights of indemnification to which such personpersons may be entitled under the Company’sCompany Articles of Incorporation or Code of Regulations,By-Laws, as a matter of lawlaw, or otherwiseotherwise, or of any power that the Company may have to indemnify himthem or hold himthem harmless.

Indemnification. Each personSubject to requirements of the laws of the state of Georgia, each individual who is or shall have been a member of the CommitteeBoard or the Committee, or an officer of the BoardCompany or other person to whom authority was delegated in accordance with Article X, shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liabilityliability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which theyhe or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him,him or her in satisfaction of any judgment in any such action, suitsuit, or proceeding against him. Hehim or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.behalf, unless such loss, cost, liability or expense is a result of his or her own willful or gross misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such personindividuals may be entitled under the Company’s Articles of Incorporation or Code of Regulations,Bylaws, as a matter of law or otherwiseotherwise, or of any power that the Company may have to indemnify himthem or hold himthem harmless.

Indemnification. Each person who is or shall have been a member of the CommitteeBoard, or a committee appointed by the Board, or an officer of the BoardCompany to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by himsuch person in connection with or resulting from any claim, action, suit or proceeding to which hesuch person may be a party or in which theysuch person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by himsuch person in settlement thereof, with the Company’Company’s approval, or paid by him,such person in satisfaction of any judgment in any such claim, action, suit or proceeding against him. Hesuch person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before hesuch person undertakes to handle and defend it on hissuch person’s own behalf. The foregoing rightbehalf, unless such loss, cost, liability or expense is a result of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’person’s Articles of Incorporationown willful misconduct or Code of Regulations,except as a matter of law or otherwise or of any power that the Company may have to indemnify him or hold him harmless.expressly provided by statute.

Indemnification. Each person who is or shall have been aTo the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, each member of the CommitteeBoard and any officer or other employee to whom authority to administer any component of the BoardPlan is delegated shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any loss, cost, liabilityliability, or expense that may be imposed upon or reasonably incurred by himsuch member in connection with or resulting from any claim, action, suitsuit, or proceeding to which he or she may be a party or in which theyhe or she may be involved by reason of any action taken or failure to act underpursuant to the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him,her in satisfaction of judgment in any such action, suitsuit, or proceeding against him. He shall givehim or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such personpersons may be entitled underpursuant to the Company’Company's Articles of Incorporationcharter or Code of Regulations,Bylaws, as a matter of lawlaw, or otherwiseotherwise, or of any power that the Company may have to indemnify himthem or hold himthem harmless.

Indemnification. Each person who is or shall have been a member of the Committee orCommittee, the chief people and employee experience officer of the BoardCompany (or such individual holding comparable roles in the event of a restructuring of positions or re-designation of titles), and anyone acting pursuant to authority delegated by the Committee, shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of Incorporation and Code of Regulations of the Company and applicable law) against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by himsuch person in connection with or resulting from any claim, action, suit or proceeding to which hesuch person may be or become a party or in which theysuch person may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by himsuch person in settlement thereof, withthereof (with the Company’Company's approval,written approval) or paid by him,such person in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Company based upon a finding of such person's lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit or proceeding against him. Hesuch person, such person shall in writing give the Company an opportunity, at its own expense, to handle and defend the same before hesuch person undertakes to handle and defend it on his ownsuch person's behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnificationright to which such person may be entitled under the Company’s Articles of Incorporation or Code of Regulations, as a matter of law or otherwiseotherwise, or of any power that the Company may have to indemnify him or hold himsuch person harmless.

Indemnification. Each person who isIndemnification of the Committee. In addition to such other rights or shall have been a memberindemnification as they may have, the members of the Committee or of the Board shall be indemnified and held harmless by the Company (to the extent permitted by the Articles of IncorporationCorporation against all costs and Code of Regulations of the Company and applicable law) against and from any loss, cost, liability or expense that may be imposed upon orexpenses reasonably incurred by himthem or any of them in connection with or resulting from any claim, action, suit or proceeding to which hethey or any of them may be a party or in which they may be involved by reason of any action taken or failure to act under or in connection with the Plan or any award granted thereof and against and from any and all amounts paid by himthem in settlement thereof, withthereof (provided such settlement is approved by legal counsel selected by the Company’s approval,Corporation) or paid by him,them in satisfaction of a judgment in any such action, suit or proceeding against him. Heproceedings, the person desiring indemnification shall give the CompanyCorporation an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s Articles of Incorporation or Code of Regulations, as a matter of law or otherwise or of any power that the Company may have to indemnify him or hold him harmless.same.