A. The Defendant shall pay to Plaintiff 2 an amount of KRW 11,752,771 with 6% per annum from November 18, 2010 to May 15, 2013, and 20% per annum from the next day to the day of full payment.

B. The plaintiff 1's claim and the remaining claims of the plaintiff 2 are all dismissed.

2. Of the total litigation costs, the part arising between Plaintiff 1 and the Defendant shall be borne by Plaintiff 1, while the part arising between Plaintiff 2 and the Defendant shall be borne by Plaintiff 2, and the remainder by the Defendant, respectively.

3. The above paragraph 1(a) may be provisionally executed.

The reasons for the court's reasoning for this part are as follows: (a) except for the cases where "Nonindicted 1" in Section 5, 12, of the first instance court's decision is dismissed as "Nonindicted 1," and "B" was added at the last end of the nineth instance decision, it is identical to the corresponding part of the reasons for the first instance court's decision, and thus, it is acceptable in accordance with the main sentence of Article 420 of the Civil Procedure Act

2. A claim for unpaid benefits and retirement benefits.

The reasoning for this part of the court's reasoning is as follows, and the corresponding part of the reasoning for the judgment of the court of first instance is as stated in the main sentence of Article 420 of the Civil Procedure Act, in addition to the dismissal of the part from No. 21 to No. 27 of the judgment of the court of first instance.

C) Comprehensively taking account of the aforementioned facts and the purport of the argument as seen earlier, Nonparty 2’s act of acquiring the shares of the Defendant Company’s 1 and its financial status were difficult to continue to exist during the period of the Defendant Company’s holding as its representative director. On the other hand, Defendant Company’s directors including the Plaintiffs appears to have promoted the issue of selling the right to manage the Defendant Company to a third party from the end of 207, and, on the other hand, the 90% of the shares of the Defendant Company’s 2’s company’s company’s shares were owned by the CFB.V. holding pledge rights for the 90% of the shares of the Defendant Company’s company’s 20-year retirement allowance for the company’s 20-year retirement allowance for the company’s 20-year retirement allowance for the company’s 20-year retirement allowance. However, there was little possibility for the Plaintiffs to redeem the principal and interest of the above company’s 20-year retirement allowance for the Defendant Company.

Therefore, the plaintiffs cannot exercise their right to claim retirement allowances against the defendant company based on the above officer retirement allowance payment provision, which is the calculation of their own act of breach of trust.

D) However, as seen earlier, prior to the enactment of the above provision on the payment of retirement allowances for officers, the Defendant Company has paid the retirement allowances of the officers according to the payment rate of one month per year per continuous service year, and the Defendant Company also recognized the payment of retirement allowances according to such payment rate (in this case, a fraction less than one month is deemed to conform to the payment rate of retirement allowances for one month). Accordingly, this part of the Plaintiffs’ assertion is without merit only for the portion exceeding the amount calculated according to the payment rate of one month per year per continuous service year.

2) Whether the increase in salary of October 1, 2010 is valid

A) Comprehensively considering the aforementioned facts and the purport of the entire pleadings, EKIB.V., the debtor of the instant corporate bonds at the time of October 1, 2010, did not have any way to repay the principal and interest of the instant corporate bonds even after the expiration of May 4, 2009. The negotiations related to corporate bonds between the Defendant Company and CTV, which had been underway, have been concluded, and the largest shareholder of the Defendant Company was changed from EKI B.V. to TT group, and its management was sufficiently anticipated to be replaced accordingly. The initial annual salary contract was concluded and the initial annual salary contract remains for a considerable period of 10 days after it was concluded, and there was no reasonable ground to lower the annual salary for the Defendant Company’s cumulative losses at least KRW 7.5 billion, as well as the annual salary contract concluded with the Defendant Company for the purpose of increasing the amount of the Plaintiff Company’s annual salary to the maximum extent possible, regardless of the business progress of the Plaintiff Company or its representative director’s performance (which was concluded with the Defendant Company 1, 201.

Therefore, the annual salary contract that Plaintiff 1 entered into with the Defendant Company (Non-party 3) on September 30, 2010 and the annual salary contract that Plaintiff 2 entered into with the Defendant Company (Representative Director 1) on October 1, 2010 is an act of breach of trust that damages the Defendant Company, and the act that Plaintiff 1 abused the power of representation as the representative director of the Defendant Company shall be deemed null and void.

B) In addition, Article 388 of the Commercial Act provides that a resolution of the general meeting of shareholders shall be made in cases where the company’s articles of incorporation determines or does not provide for the remuneration of directors, and Article 19(1)2 of the Articles of incorporation of the defendant company provides that the determination of directors’ benefits, bonuses, and other remuneration and retirement allowances shall be made with the consent of a majority of the shareholders present at the general meeting of shareholders and at least 1/4 of the total number of issued and outstanding shares. There is no evidence to acknowledge that there was a resolution of the general meeting of shareholders on the annual salary of the plaintiffs. Accordingly, the plaintiffs cannot exercise their right to claim remuneration based on each annual salary contract, and this part of

On June 29, 2010, the plaintiffs decided the limit of the total amount of director's remuneration at the defendant's regular general meeting of shareholders as KRW 2.7 billion, and the above annual salary is within the above limit, so the plaintiffs asserted that the above annual salary is ultimately by a legitimate resolution of the general meeting of shareholders. Thus, according to the evidence No. 12, the limit of the total amount of director's remuneration at the defendant's regular general meeting of shareholders was determined as KRW 2.7 billion on June 29, 2010, but the specific amount of director's remuneration was determined as at the end of 2009. Thus, the above plaintiffs' assertion is without merit.

3) Calculation of the plaintiffs' benefits and retirement allowances

A) According to the above facts, the Plaintiffs’ salary for October and November of 201 shall be calculated on the basis of the annual salary before the person who was paid the above salary, and the Plaintiffs’ retirement pay shall be calculated by applying the rate of payment of retirement pay for one month per year of the year of continuous service based on the previous practice (the fraction of less than one month shall be calculated as one month).

In this case, Plaintiff 1’s monthly salary is 12,083,33 won (145,00,000 won/12, but less than won; hereinafter the same shall apply). The monthly salary of November 17, 2010, which is the salary of November 17, 2010, is 6,847,222 won (12,083,333 x 17/30). The monthly salary of Plaintiff 2 is 4,00,000 (48,00,000/12), and the monthly salary of Plaintiff 2 is 2,26,6666 won (4,000 x 17/30) (the salary of November 17, 2010).

B) Meanwhile, from February 17, 2003 to November 17, 2010, Plaintiff 1 served as a director or a representative director for seven years from 17, 2010 (On the other hand, according to Plaintiff 1’s entry in subparagraph 14, it is recognized that the above Plaintiff was employed as a employee of the Defendant company on February 15, 2002, but the labor relationship that the above Plaintiff entered into with the said employee was terminated upon being appointed as a director on February 17, 2003, and the above Plaintiff newly established a delegation relationship with the Defendant company on the date on which he was appointed as a director. Accordingly, even if the above Plaintiff was appointed as a director, barring any special circumstance, it cannot calculate the retirement allowance by calculating the number of years of continuous service as a director including the period during which he was employed as a director, and the Plaintiff 2 received the annual salary for 0 years from January 15, 2008 to 30 years from 10, 2001.

Based on these points, when the retirement allowance of Plaintiff 1 is calculated, the amount of KRW 98,596,639 ( note 12,586,805 x 7) + (12,586,805 x 10/12) shall be calculated. The retirement allowance of Plaintiff 2 shall be KRW 12,152,775 x 12,152,775 x 2 x 4,1666 x 2) + (paragraph 4,16,666 x 11/12).

C) Therefore, barring any special circumstance, the Defendant Company should pay 105,443,861 won to Plaintiff 1 (the monthly salary of 6,847,222 won + retirement allowance of 98,596,639) and KRW 14,419,41 (the monthly salary of 2,266,666 + retirement allowance of 12,152,775 won) to Plaintiff 2, barring any special circumstance.

(iv)the deduction and offset;

A) The Plaintiff 1 received KRW 90,000,000 out of the retirement pay from the Defendant Company, and paid KRW 45,000,000 on behalf of the Defendant Company for the lease deposit of the house in which the Defendant Company resides, and accordingly, claimed only the remaining unpaid benefits and retirement allowances after deducting KRW 135,00,000 from the total amount, while the Defendant Company’s aforementioned claims for unpaid benefits and the claims for unpaid benefits, etc. were offset before the instant lawsuit was filed. As such, Plaintiff 1’s unpaid benefits and retirement allowances claims of KRW 105,443,861 do not amount to the total amount of the Defendant Company’s above claims, there is no unpaid benefits and retirement allowances claims of Plaintiff 1.

B) In full view of the purport of the entire pleadings as to the statement in Eul evidence 32-2, Plaintiff 2 received KRW 6,66,670 as salary for October 1, 2010, which was raised pursuant to the annual salary contract on October 1, 2010. Such annual salary contract is null and void as an act of breach of trust detrimental to the defendant company. Accordingly, as seen earlier, Plaintiff 2 shall return to the defendant company the invalid salary amount of KRW 2,66,670 ( KRW 6,666,670 - 4,000) out of the salary for October 201, to the defendant company as unjust enrichment. The defendant company expressed its intention to offset the above claim for return of unjust enrichment from the legal brief on December 6, 2013 to the amount equivalent to the above plaintiff's claim for return of unjust enrichment, and the above legal brief was served on the plaintiff on December 1, 2013.

Therefore, the Plaintiff’s retirement allowance claim, which is a passive claim retroactively from November 17, 2010, which is the date of set-off following the Defendant Company’s declaration of intent of set-off, is extinguished from the amount equal to the Defendant Company’s unjust enrichment return claim, which is the automatic claim. Ultimately, at the time of set-off, the Plaintiff’s claim at the time of set-off remains only 11,752,771 won [2,266,66 won [2,66 won for November 200 + (retirement allowance 12,152,775 won - 2,66,670 won].

C. Sub-committee

Therefore, the defendant is obligated to pay to the plaintiff 2 11,752,771 as well as damages for delay at each rate of 6% per annum under the Commercial Act from November 18, 2010 following the retirement day until May 15, 2013, which is the sentencing day of the first instance court, and 20% per annum under the Act on Special Cases Concerning Expedition, etc. of Legal Proceedings from the next day to the day of full payment).

3. Conclusion

Therefore, the plaintiff 2's claim is justified within the above scope of recognition, and the remaining claims of the plaintiff 1 and the claims of the plaintiff 1 are dismissed as all are without merit. It is so decided as per Disposition to revise the judgment of the court of first instance upon the request of the plaintiffs changed in the trial.

Judges Kim Yong-sik (Presiding Judge)

Note 1) The average wage of 12,083,33 won in the immediately preceding three months of retirement + the sum of 6,041,670 won in the month of bonus received in 2010 to 503,472 won in the immediately preceding three months of retirement

Note 2) The average salary of KRW 4,000,000 for the three immediately preceding months of retirement + the aggregate of KRW 166,666 for each month of bonuses received in 2010.