Common use of Grant of Indemnity Clause in Contracts

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of any and all costs, claims, losses, damages and expenses (other than those specifically excluded herein) which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder employee of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, employee or independent contractor or stockholder in of or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In Notwithstanding the foregoing or any other provision of this Agreement, in no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or; (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or (3) Any claim, circumstance, action or proceeding wherein the Corporation is entitled to (or the Indemnified Party is obligated for) repayment or forfeiture of any incentive-based compensation (in any form) under the Chico’s FAS Incentive Compensation Clawback Policy (or similar policy) then in effect, if any.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action action, suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action action, suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “"Affiliates” " (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s 's employees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of any and all costs, claims, losses, damages and expenses (other than those specifically excluded herein) which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder employee of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, employee or independent contractor or stockholder in of or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In Notwithstanding the foregoing or any other provision of this Agreement, in no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) a. Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or; (2) a. Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or a. Any claim, circumstance, action or proceeding wherein the Corporation is entitled to (or the Indemnified Party is obligated for) repayment or forfeiture of any incentive-based compensation (in any form) under the Chico’s FAS Incentive Compensation Clawback Policy (or similar policy) then in effect, if any.

Grant of Indemnity. The Corporation shall indemnify the Indemnified Party to the fullest extent permitted by applicable law in effect on the date hereof as such law may from time to time be amended (i) Subject but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights and protection than the law permitted the Corporation to provide before such amendment). Without in any manner limiting the generality of the immediately preceding sentence, but subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of of: (1) any and all costs, claims, losses, damages and expenses which Liabilities that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling settling, investigating or investigating: (1) being a witness in any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, Proceeding in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder an Associate of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or serves or served as a director, officer, employee, independent contractor or stockholder an Associate in or for any person, firm, partnership, corporation or other entity Person at the request of the Corporation (including without limitation service as a trustee or in any other fiduciary or similar capacity for or in connection with any employee benefit plan Plan maintained by the Corporation or on behalf any of its Affiliates or for the benefit of any of the Corporation’s employeesemployees of the Corporation or any of its Affiliates, or service on any trade association, civic, religious, educational or charitable boards or committees); (2) any and all Liabilities that may be incurred or suffered by the Indemnified Party as a result of or arising out of or in connection with any attempt (regardless of its success) by any person Person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; orand (3) any expense, interest, assessment, fine, tax, judgment and all Expenses that may be incurred or settlement payment suffered by the Indemnified Party as a result of or arising out of or of, incident to or in connection with any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings)Agreement. (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action action, suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or; (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or (3) Any threatened or filed action or proceeding of any nature brought by any third party (including, without limitation, any governmental or administrative agency) against the Indemnified Party resulting from, arising out of, or related to the Indemnified Party’s use or operation of his personal aircraft.

Grant of Indemnity. The Corporation shall indemnify the Indemnified ------------------ Party to the fullest extent permitted by applicable law in effect on the date hereof as such law may from time to time be amended (i) Subject but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights and protection than the law permitted the Corporation to provide before such amendment). Without in any manner limiting the generality of the immediately preceding sentence, but subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of of: (1) any and all costs, claims, losses, damages and expenses which Liabilities that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling settling, investigating or investigating: (1) being a witness in any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, Proceeding in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder an Associate of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or serves or served as a director, officer, employee, independent contractor or stockholder an Associate in or for any person, firm, partnership, corporation or other entity Person at the request of the Corporation (including without limitation service as a trustee or in any other fiduciary or similar capacity for or in connection with any employee benefit plan Plan maintained by the Corporation or on behalf any of its Affiliates or for the benefit of any of the Corporation’s employeesemployees of the Corporation or any of its Affiliates, or service on any trade association, civic, religious, educational or charitable boards or committees); (2) any and all Liabilities that may be incurred or suffered by the Indemnified Party as a result of or arising out of or in connection with any attempt (regardless of its success) by any person Person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; orand (3) any expense, interest, assessment, fine, tax, judgment and all Expenses that may be incurred or settlement payment suffered by the Indemnified Party as a result of or arising out of or of, incident to or in connection with any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings)Agreement. (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of any and all costs, claims, losses, damages and expenses which that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating: (1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” "affiliates" (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service as a trustee or in any fiduciary or similar capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of for the Corporation’s 's employees, or service on any trade association, civic, religious, educational or charitable boards or committees); (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or (3) any expense, interest, assessment, fine, tax (including any excise tax), judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, legal assistants, experts, accountants, consultants and investigators (investigators, before and at trial and trial, in appellate proceedingsproceedings and otherwise (collectively, the "Expenses"). (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation inCorporation: (1) Any in any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or; (2) Any in any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or (3) respect to, the indemnification of the Indemnified Party, subject to the repayment provisions of Section 1(g), unless and until it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Party's actions or omissions constitute such "Nonindemnifiable Conduct."

Grant of Indemnity. The Corporation shall indemnify the Indemnified ------------------ Party to the fullest extent permitted by applicable law in effect on the date hereof as such law may from time to time be amended (i) Subject but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights and protection than the law permitted the Corporation to provide before such amendment). Without in any manner limiting the generality of the immediately preceding sentence, but subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party in respect of of: (1) any and all costs, claims, losses, damages and expenses which Liabilities that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling settling, investigating or investigating: (1) being a witness in any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, Proceeding in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder an Associate of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or serves or served as a director, officer, employee, independent contractor or stockholder an Associate in or for any person, firm, partnership, corporation or other entity Person at the request of the Corporation (including without limitation service as a trustee or in any other fiduciary or similar capacity for or in connection with any employee benefit plan Plan maintained by the Corporation or on behalf any of its Affiliates or for the benefit of any of the Corporation’s employeesemployees of the Corporation or any of its Affiliates, or service on any trade association, civic, religious, educational or charitable boards or committees); ; (2) any and all Liabilities that may be incurred or suffered by the Indemnified Party as a result of or arising out of or in connection with any attempt (regardless of its success) by any person Person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or and (3) any expense, interest, assessment, fine, tax, judgment and all Expenses that may be incurred or settlement payment suffered by the Indemnified Party as a result of or arising out of or of, incident to or in connection with any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings)Agreement. (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in: (1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or (2) Any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party, his/her heirs, executors, administrators or assigns, to the fullest extent permitted by applicable law, in respect of any and all costs, claims, losses, damages and expenses which that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling settling, investigating, being a witness in, participating in as a party or investigatingpreparing to defend in connection with: (1) any threatened, pending, pending or completed claim, demand, inquiry, investigation, action action, suit or proceeding, whether formal or informal informal, or whether brought by or in the right of the Corporation, by a stockholder or an employee of the Corporation or otherwise one of the Corporation’s subsidiaries, or by a Plan participant or beneficiary, or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder Trustee of the Corporation Plan or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), successor or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees)replacement plan; (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or; (3) any expense, interest, assessment, fine, tax (including an excise tax), penalties, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement Agreement, including without limitation reasonable fees and disbursements of legal counsel, legal assistants, experts, accountants, consultants and investigators (before and at trial and trial, in appellate proceedingsproceedings and otherwise); or (4) any federal, state, local, or foreign taxes imposed or sought to be imposed on the Indemnified Party as a result of the actual or deemed receipt of any payments under this Agreement. (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In Except as otherwise provided in Section 1(a)(iv), in no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation inCorporation: (1) Any in any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; orCorporation except for an action to enforce or interpret this Agreement or for an action or proceeding that the Corporation has joined in or consented to the initiation of; (2) Any in any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or (3) for any “Nonindemnifiable Conduct” (as such term is defined in Section 1(g)(ii)), but no limitation contained in this Section 1(a)(iii)(3) shall prohibit or otherwise restrict, or provide the Corporation with a basis to withhold payments with respect to, the indemnification of the Indemnified Party (subject to the repayment provisions of Section l(g)) unless and until it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Party’s actions or omissions constitute such “Nonindemnifiable Conduct.” (iv) Notwithstanding any other provision of this Agreement, to the extent that the Indemnified Party has been successful on the merits or otherwise in defense of any action or proceeding, or in defense of any claim, issue or matter therein, including dismissal without prejudice, the Indemnified Party shall be indemnified against any and all expenses incurred in connection therewith. (v) The Corporation shall also indemnify the Indemnified Party against any and all expenses actually and reasonably incurred and, if requested in writing by the Indemnified Party, shall (within thirty days of such request) advance such expenses to the Indemnified Party involving (a) the interpretation or enforcement of the rights of the Indemnified Party under this Agreement or any other agreement or Corporation bylaw now or hereafter in effect relating to actions or proceedings for indemnification and/or (b) recovery by the Indemnified Party under any directors’, officers’ and/or fiduciaries’ liability insurance policies maintained by the Corporation or the Plan, regardless of whether the Indemnified Party ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, as the case may be.

Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party Party, his or her heirs, executors, administrators or assigns, to the fullest extent permitted by applicable law, in respect of any and all costs, claims, losses, damages and expenses which that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling settling, investigating, being a witness in, participating in as a party or investigatingpreparing to defend in connection with: (1) any threatened, pending, pending or completed claim, demand, inquiry, investigation, action action, suit or proceeding, whether formal or informal informal, or whether brought by or in the right of the Corporation, by a stockholder or an employee of the Corporation or otherwise one of the Corporation’s subsidiaries, or by a Plan participant or beneficiary, or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder [the Trustee of the Corporation Publix Super Markets, Inc. Employee Stock Ownership Plan and Trust] [the Trustee of the Publix Super Markets, Inc. 401(k) SMART Plan] [a member of the Investment Committee and/or a fiduciary of the Plan, or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), successor or served as a director, officer, employee, independent contractor replacement committee or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees)plan]; (2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or; (3) any expense, interest, assessment, fine, tax (including an excise tax), penalties, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement Agreement, including without limitation reasonable fees and disbursements of legal counsel, legal assistants, experts, accountants, consultants and investigators (before and at trial and trial, in appellate proceedingsproceedings and otherwise); or (4) any federal, state, local, or foreign taxes imposed or sought to be imposed on the Indemnified Party as a result of the actual or deemed receipt of any payments under this Agreement. (ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. (iii) In Except as otherwise provided in Section 1(a)(iv), in no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation inCorporation: (1) Any in any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; orCorporation except for an action to enforce or interpret this Agreement or for an action or proceeding that the Corporation has joined in or consented to the initiation of; (2) Any in any action or proceeding brought by the Corporation against the Indemnified Party, which action is initiated at the direction of the Board of Directors of the Corporation; or (3) for any “Nonindemnifiable Conduct” (as such term is defined in Section 1(g)(ii)), but no limitation contained in this Section 1(a)(iii)(3) shall prohibit or otherwise restrict, or provide the Corporation with a basis to withhold payments with respect to, the indemnification of the Indemnified Party (subject to the repayment provisions of Section l(g)) unless and until it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Party’s actions or omissions constitute such “Nonindemnifiable Conduct.” (iv) Notwithstanding any other provision of this Agreement, to the extent that the Indemnified Party has been successful on the merits or otherwise in defense of any action or proceeding, or in defense of any claim, issue or matter therein, including dismissal without prejudice, the Indemnified Party shall be indemnified against any and all expenses incurred in connection therewith. (v) The Corporation shall also indemnify the Indemnified Party against any and all expenses actually and reasonably incurred and, if requested in writing by the Indemnified Party, shall (within thirty days of such request) advance such expenses to the Indemnified Party involving (a) the interpretation or enforcement of the rights of the Indemnified Party under this Agreement or any other agreement or Corporation bylaw now or hereafter in effect relating to actions or proceedings for indemnification and/or (b) recovery by the Indemnified Party under any directors’, officers’ and/or fiduciaries’ liability insurance policies maintained by the Corporation or the Plan, regardless of whether the Indemnified Party ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, as the case may be.