Both points you make are the same.

Ahhh...whereas before, you argued that it would be a BREACH of Flowers' contract for the BOD to NOT pay him an outlandish bonus (relative to the performance and conditon of the company)

and now

Your argument is that it's NOT ILLEGAL for the board TO PAY him the bonus

http://agoracom.com/ir/patriot/forums/discussion/topics/427811-imho/messages/1402213#message

Let me try to explain:

It would be a breach of his contract ie illegal, for the BoD not to award the bonus, just as it is perfectly legal to do so.

I hope this clarifies the obvious confusion you had?

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Be well