N.Y. Business Corporation Law § 721: 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, (i) a resolution of

shareholders, (ii) a resolution of directors, or (iii) 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.