주식매수선택권행사차액보상 청구의 소
All appeals are dismissed.
The costs of appeal are assessed against the plaintiffs.
The grounds of appeal are examined.
1. A company may, as prescribed by the articles of incorporation, grant a right to subscribe new shares or to purchase its own shares (hereinafter referred to as “stock option”) at a predetermined price to its directors, executive directors, auditors or employees, who will, or will be able to contribute to the establishment and management, technological innovation, etc. of the company upon a special resolution of the general meeting of shareholders as provided in
(Article 340-2(1) of the Commercial Act. The stock option system is a kind of performance compensation system to induce executive officers and employees who have contributed or are able to contribute to the establishment and management of the company and technological innovation, etc. to make profits arising from the purchase of stocks in the future as an incentive for inducing them
In order for a company to grant stock options, the articles of incorporation must be based on the basis of the company's articles of incorporation (Article 340-3(1) of the Commercial Act), and the name, method of granting stock options, the amount of exercising stock options, the adjustment thereof, the period for exercising stock options, the class and number of shares to be issued or transferred by the company
(2) If a resolution to grant stock options to a specific person is made at a general meeting of shareholders, the company shall enter into a contract with a person granted the stock options in accordance with the resolution and prepare a contract within a reasonable period of time.
(3) The resolution of the general meeting of shareholders on granting stock options is not only a decision-making procedure of the company, but also the specific contents of stock options for specific persons are determined by the contract to be concluded by the company.
A person who has been granted a stock option may exercise the option within the period specified in the contract, in accordance with the conditions set forth in the contract.
The Commercial Code provides stock options to listed companies on the date of resolution of shareholders' general meeting.