Hastings, Inc., hired Norman Conquest, a highly sought-after executive, to be its CEO

and a director of the company. The employment contract between Hastings and Conquest

provided that Conquest "shall be responsible for the general management of the company". The

contract was to run for the earliest of Conquests 75th birthday; his death or retirement; or his

termination, with or without cause. If he was terminated without cause, he was to receive his

base salary (you may assume that is defined) for the duration of the contract's term plus an

annual bonus calculated as the average of the 3 highest bonus he had received during his

employment. Conquest could claim a "constructive termination without cause" if the board

interfered with his management of the company and, after notice by him to the board, it did not

cure the interference. Harold King, a Hastings shareholder, initiated a derivative action against

Conquest and the board to invalidate the employment contract as it was an abdication of the

board's duty to manage the Hastings' affairs.

Assuming no disputes as to the facts and that the board moves to dismiss the complaint

while Harold moves for summary judgment, the court will:

a.

dismiss his suit for failing to make a demand to the board for redress.

b.

proceed to the merits of the case.

c.

award summary judgment to Harold.

d.

none of the above. If you choose this answer indicate why in no more than 45

words.