Grimes (P) filed a complaint against Donald (D) et al. seeking a declaration of invalidity of the Agreements between D and the Company, DSC (D1). P alleged that the board breached its fiduciary duty by abdicating its authority, failing to exercise due care and committing waste. D got an employment contract with D1 in 1990. The details of the agreement are listed below. P wrote the board on September 23, 1993, and demanded that the board abrogate the Agreements. The board refused and submitted its reasons to P. The complaint was dismissed by the court for failure to state a claim upon which relief could be granted. P appealed.

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