§ 9005 — Nonexclusivity of statutory provisions for indemnification of directors and officers

§ 9005. Nonexclusivity of statutory provisions for indemnification of\ndirectors and officers. The indemnification and advancement of expenses\ngranted pursuant to, or provided by, this article shall not be deemed\nexclusive of any other rights to which a director or officer seeking\nindemnification or advancement of expenses may be entitled, whether\ncontained in the organization certificate or the by-laws or, when\nauthorized by such certificate of incorporation or by-laws, (i) a\nresolution of shareholders, (ii) a resolution of directors, or (iii) an\nagreement providing for such indemnification, provided that no\nindemnification may be made to or on behalf of any director or officer\nif a judgment or other final adjudication adverse to the director or\nofficer establishes that his acts were committed in bad faith or were\nthe result of active and deliberate dishonesty and were material to the\ncause of action so adjudicated, or that he personally gained in fact a\nfinancial profit or other advantage to which he was not legally\nentitled. Nothing contained in this article shall affect any rights to\nindemnification to which corporate personnel other than directors and\nofficers may be entitled by contract or otherwise under law.\n