Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him 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 persons may be entitled pursuant to the Company's charter or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws,applicable law, each member of the Board and the Administrator and any officer or other employee to whom authority to administer any component of the Plan is delegateddesignated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him 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 personsindividuals may be entitled pursuant to the Company'Company’s charterArticles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, eachEach person who is or shall have been a member of the Board and any officerCommittee or other employee to whom authority to administer any component of the Plan is delegatedBoard 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,liability or expense that may be imposed upon or reasonably incurred by such memberhim in connection with or resulting from any claim, action, suit,suit or proceeding to which he or she may be a party or in which he or shethey may be involved by reason of any action taken or failure to act pursuant tounder the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or herpaid by him, in satisfaction of judgment in any such action, suit,suit or proceeding against him or her; provided, however, that he or she giveshim. He 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 personsperson may be entitled pursuant tounder the Company'Company’s charterArticles of Incorporation or Bylaws,Code of Regulations, as a matter of law,law or otherwise,otherwise or of any power that the Company may have to indemnify themhim or hold themhim harmless.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, eachEach person who is or shall have been a member of the Board and anyBoard, or a committee appointed by the Board, or an officer or other employeeof the Company to whom authority to administer any component of the Plan iswas delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability,liability or expense that may be imposed upon or reasonably incurred by such memberperson in connection with or resulting from any claim, action, suit,suit or proceeding to which he or shesuch person may be a party or in which he or shesuch person may be involved by reason of any action taken or failure to act pursuant tounder the Plan and against and from any and all amounts paid by himsuch person in settlement thereof, with the Company’s approval, or herpaid by such person in satisfaction of any judgment in any such claim, action, suit,suit or proceeding against him or her;such person; provided, however, that he or she givessuch person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or shesuch person undertakes to handle and defend it on hissuch person’s own behalf, unless such loss, cost, liability or herexpense is a result of such person’s own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company's charterwillful misconduct or Bylaws,except as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.expressly provided by statute.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, eachIndemnity. Each person who is or will have been a member of the Board and any officerof Directors or other employee to whom authority to administer any component of the Plan is delegated shallCommittee will be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or shesuch person may be a party or in which he or shethey may be involved by reason of any action taken or failure to act pursuant tounder the Plan and against and from any and all amounts paid by himsuch persons in settlement thereof with the Company's approval, or herpaid in satisfaction of a judgment in any such action, suit,suit or proceeding against him or her; provided, however, that he or she givesthem, provided they will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakesthey undertake to handle and defend it on his or her owntheir behalf. The foregoing right of indemnification shallwill not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant tounder the Company's charterCompany Articles of Incorporation or Bylaws,By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, eachEach person who is or shall have been a member of the Board and any officerCommittee, or other employee to whom authority to administer any component of the Plan is delegatedBoard, shall be indemnified and held harmless by the Company against and from any loss, cost, liability,liability or expense that may be imposed upon or reasonably incurred by such memberhim or her in connection with or resulting from any claim, action, suit,suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act pursuant tounder 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's approval, or paid by him or her in satisfaction of any judgment in any such action, suit,suit or proceeding against him or her; provided, however, thather, provided he or she givesshall 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 persons may be entitled pursuant tounder the Company's charterArticles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, eachEach Person who is or shall have been a member of the Board and any officerCommittee or other employee to whom authority to administer any component of the Plan is delegatedBoard shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such memberhim in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act pursuant tounder the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or herpaid by him in satisfaction of any judgment in any such action, suit, or proceeding against him or her; provided, however, thathim, provided he or she givesshall 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 persons may be entitled pursuant tounder the Company'Company’s charterCertificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Indemnification. ToSubject to requirements of the extent allowable pursuant to Applicable Law andlaws of the Company's charter and Bylaws,state of Georgia, each individual who is or shall have been a member of the Board and anyor the Committee, or an officer of the Company or other employeeperson to whom authority to administer any component of the Plan iswas delegated in accordance with Article X, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such memberhim or her in connection with or resulting from any claim, action, suit,suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act pursuant tounder 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 or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her; provided, however, thather, provided he or she givesshall 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 personsindividuals may be entitled pursuant tounder the Company'Company’s charterArticles of Incorporation or Bylaws, as a matter of law,law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Indemnification. To the extent allowable pursuant to Applicable LawThe Company shall defend and the Company's charter and Bylaws, each memberindemnify members of the BoardBoard, and any officerofficers and Employees of the Company or other employeeof a Parent or Subsidiary to whom authority to administer any component ofact for the PlanBoard, the Administrator or the Company is delegated shall be indemnified and held harmless(“Indemnitees”), to the maximum extent permitted by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonablylaw against all reasonable expenses, including reasonable attorneys’ fees incurred by such member in connection with or resulting fromthe defense of any claim, investigation, action, suit,suit or proceedingproceeding, or in connection with any appeal therein (collectively, a “Claim”), to which he or she may beany of them is a party or in which he or she may be involved by reason of any action taken or or any failure to act pursuant toin connection with the Plan and against and fromPlan, or in connection with any Award granted under the Plan; and all amounts required to be paid by himthem in settlement of the Claim (provided the settlement is approved by the Company) or herrequired to be paid by them in satisfaction of a judgment in such action, suit, or proceeding against him or her; provided, however,any Claim. However, no Person shall be entitled to indemnification to the extent that he is determined in such Claim to be liable for gross negligence, bad faith or she givesintentional misconduct. In addition, to be entitled to indemnification, the Company anIndemnitee must, within thirty (30) days after written notice of the Claim, offer the Company, in writing, the opportunity, at its ownthe Company’s expense, to handle and defend the same before he or she undertakesClaim. The right to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of anyin addition to all other rights of indemnification to which such persons may be entitled pursuantavailable to the Company's charterIndemnitee from the Company, its insurers, or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.otherwise.

Indemnification. To the extent allowable pursuant to Applicable Law and the Company's charter and Bylaws, eachEach person who is or will have been a member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shallCommittee will be indemnified and held harmless by the Company against and from # any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such memberhim 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 he or she may be involved by reason of any action taken or failure to act pursuant tounder the Plan or any award, 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 or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her; provided, however, thather, provided he or she giveswill 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 persons may be entitled pursuant tounder the Company'Company’s charterCertificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.