New York Laws
Article 7 - Directors and Officers
721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.

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.