In addition,
Section 14-2-856 of the GBCC permits our articles of incorporation, bylaws, a contract, or resolution approved or ratified by the shareholders, to authorize us to
indemnify a director against claims to which the director was a party, including claims by us or in our right (e.g., shareholder derivative action). However, we may not indemnify the director for liability to us for any appropriation of a corporate
opportunity, intentional misconduct or knowing violation of the law, unlawful distributions or receipt of an improper benefit.
Pursuant to Section 14-2-854 of the GBCC, a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to
indemnification under the GBCC or that the director is fairly and reasonably entitled to indemnification or advance of expenses in view of all the relevant circumstances, whether or not such director met the standard of conduct set forth in
subsections (a) and (b) of Section 14-2-851 of the GBCC, failed to comply with
Section 14-2-853 of the GBCC or was adjudged liable as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the GBCC.
Section 14-2-852 of the GBCC provides that to the extent that a director
has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable
expenses incurred by the director in connection with the proceeding.
Section 14-2-857 of the GBCC provides that a corporation may indemnify
and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director to such further extent as may be provided in
its articles of incorporation, bylaws, resolution of its board of directors or contract except for liability arising out of conduct specified in
Section 14-2-857(a)(2) of the GBCC. Section 14-2-857 of the GBCC also provides
that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court-ordered
indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, action of its board of directors or contract.
Section 14-2-858 of the GBCC permits us to purchase and maintain
insurance on behalf of our directors and officers against liability incurred by them in their capacities or arising out of their status as our directors and officers, regardless of whether we would have the power to indemnify or advance expenses to
the director or officer for the same liability under the GBCC.
Delta Apparels Articles of Incorporation and Bylaws; Insurance
The Companys Bylaws (as amended) provide (i) that the Company shall indemnify its directors and officers (and each person who at its request served
as an officer or director of any other entity) to the fullest extent permitted by the GBCC (or any successor provision), (ii) that the Companys shareholders may approve additional indemnification pursuant to
Section 12-2-856 of the GBCC (or any successor provision), and (iii) that the Company shall pay for or reimburse the reasonable expenses incurred by a director
or officer who is a party to a proceeding because he or she is a director or officer of the Company in advance of a final disposition of the proceeding if the director or officer submits to the Secretary of the Company a written request that
complies with the requirements of Section 14-2-853 of the GBCC (or any successor provision).
The Companys Articles of Incorporation filed with the Georgia Secretary of State on December 10, 1999 (as amended) provide that, to the fullest
extent permitted by the GBCC, no director of the Company shall be personally liable to the Company or its shareholders for monetary damages for any action or omission. Under
Section 14-2-202 of the GBCC, a Georgia corporations articles of incorporation may limit a
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