N.Y. NPC Law § 721

§ 721. Nonexclusivity of statutory provisions for indemnification of\n directors and officers.\n The indemnification and advancement of expenses granted pursuant to,\nor provided by, this article shall not be deemed exclusive of any other\nrights to which a director or officer seeking indemnification or\nadvancement of expenses may be entitled, whether contained in the\ncertificate of incorporation or the by-laws or, when authorized by such\ncertificate of incorporation or by-laws, (a) a resolution of members,\n(b) a resolution of directors, or (c) an agreement providing for such\nindemnification, provided that no indemnification may be made to or on\nbehalf of any director or officer if a judgment or other final\nadjudication adverse to the director or officer establishes that his\nacts were committed in bad faith or were the result of active and\ndeliberate dishonesty and were material to the cause of action so\nadjudicated, or that he personally gained in fact a financial profit or\nother advantage to which he was not legally entitled. Nothing contained\nin this article shall affect any rights to indemnification to which\ncorporate personnel other than directors and officers may be entitled by\ncontract or otherwise under law.\n