§ 24. 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 or her 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 or she personally gained
in fact a financial profit or other advantage to which he or she 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.