A. The Plaintiff is a company running a bus transport business. Defendant B is the representative director of the Plaintiff, and Defendant C is a shareholder who held the Plaintiff’s shares as a person who served as the Plaintiff’s director.

B. The Plaintiff’s articles of incorporation did not have a provision on the payment of retirement allowances to executives. On September 12, 2003, the Plaintiff held a temporary general meeting of shareholders (hereinafter “the instant temporary general meeting”) and passed a resolution as follows (hereinafter “the instant resolution”).

Upon the request of directors D, E, F, and G to pay retirement allowances, not only the retirement allowances of the above retirees but also the retirement allowances of the officers (defendant B, Defendant C, and H) in the future shall be paid in accordance with the payment criteria under the Labor Standards Act.

Each of the above retirement allowances and the employees B, C, and H agree to use the interim settlement of the retirement allowances for the joint operating expenses to resolve the difficult conditions of the company by disposing of the provisional payment in accordance with the management conditions of the company.

C. According to the resolution of this case, the Plaintiff calculated F’s retirement pay as an officer and retired as KRW 16,409,142, E’s retirement pay as KRW 35,186,826, and D’s retirement pay as KRW 32,571,588, respectively. The Plaintiff did not pay it to the above officers, but deposited the amount corresponding to the above retirement pay as the Plaintiff’s one bank account as of December 26 and December 29, 2003 into the Plaintiff’s one bank account as of December 26, 2003.

On December 19, 2009, the Plaintiff held the Plaintiff’s board of directors on December 19, 2009 and resolved on the payment of interim settled retirement pay by the Defendants and directors, who are executives, based on the instant resolution, when only the Defendants and auditors were present. After calculating Defendant B’s retirement pay as KRW 127,068,140, and Defendant C’s retirement pay as KRW 134,230,470, respectively, the Plaintiff paid each of the said retirement pay to the Defendants on January 15, 2010, and H’s retirement pay as KRW 135,630,720.