OPINION
LAMB, Vice Chancellor.
I.
This action was filed as a derivative action on behalf of Telxon Corporation challenging an April 1996 stock option agreement between Telxon and its then board chairman, Robert F. Meyerson (the "Derivative Complaint"). The option agreement gave Meyerson the right to acquire 10% of the fully diluted equity of a valuable wholly owned subsidiary of Telxon and required Telxon to finance Meyerson's
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