2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 5 - Corporations
518 - Nonexclusivity and supplementary coverage.

     § 518.  Nonexclusivity and supplementary coverage.
        (a)  General rule.--The indemnification and advancement of
     expenses provided by or pursuant to section 522 (relating to
     indemnification of authorized representatives) or any other
     provisions of law providing for indemnification or advancement
     of expenses applicable to any domestic corporation shall not be
     deemed exclusive of any other rights to which a person seeking
     indemnification or advancement of expenses may be entitled under
     any bylaw, agreement, vote of shareholders, members or directors
     or otherwise, both as to action in his official capacity and as
     to action in another capacity while holding that office. Any
     domestic corporation may create a fund of any nature, which may,
     but need not be, under the control of a trustee, or otherwise
     secure or insure in any manner its indemnification obligations,
     whether arising under or pursuant to this section or otherwise.
        (b)  When indemnification is not to be made.--Indemnification
     pursuant to subsection (a) shall not be made in any case where
     the act giving rise to the claim for indemnification is
     determined by a court to have constituted willful misconduct or
     recklessness.
        (c)  Grounds.--Indemnification pursuant to subsection (a)
     under any bylaw, agreement, vote of shareholders, members or
     directors or otherwise may be granted for any action taken and
     may be made whether or not the corporation would have the power
     to indemnify the person under any other provision of law except
     as provided in this section and whether or not the indemnified
     liability arises or arose from any threatened, pending or
     completed action by or in the right of the corporation. Such
     indemnification is declared to be consistent with the public
     policy of this Commonwealth.
        (d)  Payment of expenses.--Expenses incurred by an officer,
     director, employee or agent in defending any action or
     proceeding against which indemnification may be made pursuant to
     this section may be paid by the corporation in advance of the
     final disposition of such action or proceeding upon receipt of
     an undertaking by or on behalf of such person to repay such
     amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the corporation.
        (e)  Rights to indemnification.--The indemnification and
     advancement of expenses provided by, or granted pursuant to,
     this section shall, unless otherwise provided when authorized or
     ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the
     benefit of the heirs, executors and administrators of such
     person.