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American Airlines, Inc. board of directors recommended that a stock option program be given to employees and directors. The program was formulated and approved by shareholders, and eventually, two of the sixteen board members participated in the program. A committee of disinterested board members eventually formulated all the options. P opposed these plans as an invalid gift of corporate assets. 189 optionees appeared and moved for summary judgment. The Vice-Chancellor held under Kerbs that this plan was invalid.

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