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(영문) 서울고등법원 2017.04.07 2016나2036575
퇴직금지급청구
Text

1. All appeals filed by the Defendant (Counterclaim Plaintiff) on the principal lawsuit and counterclaim are dismissed.

2. The extension by this court.

Reasons

1. Basic facts

A. On May 6, 2002, the Plaintiff was appointed as the representative director of the Defendant Company, but he was reappointed on March 31, 2005, and on the same day, he served as the representative director of the Defendant Company until March 17, 2010. From March 18, 2010, the Plaintiff served as the representative director of the Defendant Company.

B. The articles of incorporation of the Defendant Company (hereinafter “former Articles of incorporation before the amendment of this case”) on November 29, 2007 stipulate the following with respect to the remuneration and retirement allowances for executive officers:

Article 40 (Remuneration and Retirement Allowance of Executives) (1) The remuneration of executives or retirement allowance of executives shall be determined by a resolution of the general meeting of shareholders.

(2) The remuneration of executive officers shall be paid within the limit of KRW 300 million per person in one fiscal year.

(3) Retirement allowances for executive officers shall be paid within the limit of the amount calculated as follows:

1. Representative director: Average remuneration for three months before retirement ¡¿ the number of years for continuous service ¡¿ 3;

2. Directors: Average remuneration for three months before retirement ¡¿ the number of years for continuous service ¡¿ 1.5;

C. Before the instant amendment, the Articles of Incorporation was amended on March 10, 2010.

Through the revised articles of incorporation (hereinafter referred to as the “instant amended articles of incorporation”), the contents related to the remuneration and retirement of directors were modified as follows:

Article 39 (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 on the payment of retirement allowances for executives after a general meeting of shareholders.

According to the revised articles of incorporation of this case, the provisions related to retirement allowances in the "Rules on Payment of Retirement Allowances for Officers" approved at the 11th regular shareholders' meeting of the defendant company on March 18, 2010 are as follows.

Article 3 (Reasons for Payment) (1) Retirement allowances for executives shall be paid when any of the following grounds arises:

1. Retirement from office;

2. Resignation;

3. Death while in office;

4. Where a person is dismissed due to any other similar cause, Article 4 (Calculation of the Number of Continuous Years) (1) The calculation of the number of years of continuous service shall be made as follows:

1. The period of not less than six months and less than one year shall be one year;

2. Where it is less than six months, it shall be limited to the portion per year.

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