2006 New York Code - Nonexclusivity Of Statutory Provisions For Indemnification Of Directors And Officers.

 
  § 721. Nonexclusivity  of  statutory  provisions  for indemnification of
           directors and officers.
    The indemnification and advancement of expenses granted  pursuant  to,
  or  provided by, this article shall not be deemed exclusive of any other
  rights to  which  a  director  or  officer  seeking  indemnification  or
  advancement  of  expenses  may  be  entitled,  whether  contained in the
  certificate of incorporation or the by-laws or, when authorized by  such
  certificate  of  incorporation  or by-laws, (a) a resolution of members,
  (b) a resolution of directors, or (c) an agreement  providing  for  such
  indemnification,  provided  that no indemnification may be made to or on
  behalf of  any  director  or  officer  if  a  judgment  or  other  final
  adjudication  adverse  to  the  director or officer establishes that his
  acts were committed in bad faith  or  were  the  result  of  active  and
  deliberate  dishonesty  and  were  material  to  the  cause of action so
  adjudicated, or that he personally gained in fact a financial profit  or
  other  advantage to which he was not legally entitled. Nothing contained
  in this article shall affect any  rights  to  indemnification  to  which
  corporate personnel other than directors and officers may be entitled by
  contract or otherwise under law.