2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

A. From February 1, 2012 to August 30, 2015, the Plaintiff served as a director in charge of funding (CFO) of the Defendant.

B. On April 2015, 2015, ELF Co., Ltd. (hereinafter “ELF”) purchased all the Defendant’s shares held by the Defendant’s representative director and the largest shareholder C (39.78% of the shares) and other major shareholders, and simultaneously acquired the Defendant’s management right at the same time as the Defendant’s largest shareholder.

(hereinafter referred to as the “acquisition of this case”). C.

The parts related to the instant case among the Defendant’s articles of incorporation and the rules on the payment of retirement allowances for directors (hereinafter “instant provisions”) are as follows:

[] Article 38 (Remuneration and Retirement Allowance for Directors) (1) The remuneration of directors shall be determined by a resolution of the general meeting of shareholders.

(2) The payment of retirement allowances for directors shall be made by the rules for the payment of retirement allowances for directors.

[Provisions of this case] Article 5 (Calculation of Retirement Allowance) (1) The retirement allowance of an officer shall be the amount calculated by multiplying the monthly average wage for the three months prior to his retirement by the payment rate for each period of office in the attached Table. However, if the monthly average wage for the three months prior to his retirement is lower than the ordinary wage, or if other special circumstances exist, it shall be determined in accordance with the Labor Standards

(3) Where an executive is resigned or dismissed due to hostile merger, acquisition, etc. during his/her term of office, an amount equivalent to at least ten times the amount of the retirement allowance specified in paragraph (1) shall be additionally paid, including the retirement allowance, on condition that at least ten times the amount determined by

Article 6 (Date of Payment) Retirement allowances shall be paid within one month from the date on which retirement is completed.

[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 1, 2, 3, Eul evidence Nos. 1 and 3 (including each number; hereinafter the same shall apply) and the purport of the whole pleadings

2. Determination as to the cause of action

A. The Plaintiff’s assertion that “where an officer resigns or is dismissed from office due to hostile merger and acquisition, etc.” as prescribed by Article 5(3) of the instant provision is the purport of the provision and its introduction.