1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. The Plaintiff served as the Defendant’s representative director from February 28, 1990 to October 22, 2015.

B. On October 12, 2015, the Defendant entered into a modified contract with C on December 8, 2015 (hereinafter “instant acquisition agreement”). Around December 8, 2015, the Defendant entered into a modified contract with C on the acquisition of the Defendant’s shares and business rights.

C. Article 32 of the Defendant’s articles of incorporation provides that retirement allowances of retired executives shall be determined by a resolution of a general meeting of shareholders.

[Ground of recognition] Facts without dispute, Gap evidence No. 1, Eul evidence No. 1 (including virtual number), the purport of the whole pleadings

2. Determination as to the cause of action

A. The Plaintiff’s assertion was a de facto single shareholder of the Defendant, a company of which is a de facto one, and the Defendant, through the Plaintiff’s approval and approval, has paid a retirement allowance to an executive officer. Thus, it can be deemed that there was a resolution at a general meeting of shareholders to pay a retirement allowance to an

Therefore, the defendant is liable to pay to the plaintiff 125,539,012 retirement from February 28, 1990 to October 22, 2015, which is the date of retirement [average wages of 163,043.48 won = Remuneration of 15 million won/92 for the three-month period before the suspension of payment of remuneration] x 30 days x (9,368 days in office) x 365 days] and delay damages from the following day after the date of retirement.

B. Article 388 of the Commercial Act provides that “The remuneration of a director shall be determined by a resolution of the general meeting of shareholders unless the amount is determined by the articles of incorporation.”

The remuneration of directors referred to in this article includes all remuneration paid as compensation for the performance of duties, regardless of their titles such as monthly salary and bonus, and retirement or retirement allowance is also a kind of remuneration paid as compensation for the performance of duties while in office.

Since the above provision is a mandatory provision, it is determined by a resolution of the general meeting of shareholders as to the remuneration or retirement of directors.