SPS Co., Ltd. (Bae & Yang LLC, Attorneys Kim Jong-soo et al., Counsel for the plaintiff-appellant)

Defendant 1 and one other (Law Firm Cho & Kim, Attorneys Cho Jae-chul et al., Counsel for the defendant-appellant)

November 23, 2017

1. The Plaintiff:

A. As to Defendant 1’s KRW 2,851,031,411 and KRW 2,482,463,631 among them, 5% per annum from January 1, 2014 to December 21, 2017; 15% per annum from the next day to the date of full payment; 368,567,780 won per annum from March 21, 2014 to December 21, 2017; and 15% per annum from the next day to the date of full payment;

B. Defendant 2’s 103,590,500 won and 15% interest per annum from January 1, 2014 to December 21, 2017; and Defendant 2’s 15% interest per annum from the next day to the date of full payment.

sub-payment.

2. The plaintiff's remaining claims against the defendants are dismissed.

3. Of the costs of lawsuit, 40% of the portion arising between the Plaintiff and Defendant 1 shall be borne by the Plaintiff, the remainder by Defendant 1, and 35% of the portion arising between the Plaintiff and Defendant 2 shall be borne by the Plaintiff, and the remainder by Defendant 2, respectively.

4. Paragraph 1 can be provisionally executed.

The Plaintiff

A. As to Defendant 1's KRW 4,584,91,272 and KRW 1,00,00,000 per annum from January 1, 2014 to the service date of a duplicate of the complaint of this case, 15% per annum from the next day to the day of complete payment, 2,94,91, and 272% per annum from January 1, 2014 to the day of complete payment, 5% per annum from the day of delivery of a duplicate of the claim of this case; 15% per annum from the next day to the day of complete payment; 51,027,158 won per annum from the next day to the day of complete payment; 25% per annum from the day of complete payment; 3% per annum from the day of complete payment to the day of complete payment; 15% per annum from March 21, 2014 to the day of complete payment; 25% per annum from the day of complete payment; 15% per annum to 25.5% per annum

B. Defendant 2: (a) 5% per annum from January 1, 2014 to the service date of a duplicate of the complaint of this case; and (b) 15% per annum from the next day to the day of complete payment; and (c) 160,325,000 won per annum.

sub-payment.

1. Basic facts

A. The Plaintiff is a company with the purpose of manufacturing and selling its member positions.

B. Defendant 1 was registered as the Plaintiff’s in-house director from October 19, 2005 to January 2, 2015, and Defendant 1 was registered as the Plaintiff’s joint representative director from July 1, 2009 to April 30, 2012 during the said period, and from May 1, 2012 to January 2, 2015, respectively. Defendant 2 was registered as the Plaintiff’s in-house director from March 30, 2009 to July 3, 2014.

C. From January 2013 to December 2014, documents were prepared by the Plaintiff to pay the Defendants the money in the name of “special bonus”, and based on this, the “special bonus” was paid from the Plaintiff to the Defendants.

[Ground of recognition] Facts without dispute, Gap's statements in Gap's 1, 4 through 6 (including each number in the case of additional number), the purport of the whole pleadings

2. The parties' assertion

A. The plaintiff

1) The primary claim

“Special bonus” paid to the Defendants did not constitute “the director’s remuneration” under Article 388 of the Commercial Act, but did not undergo a resolution of the general meeting of shareholders. The Defendants, without any legal cause, gain profit from the Plaintiff, thereby causing damages equivalent to the same amount. Therefore, Defendant 1 is an unjust enrichment to the Plaintiff; Defendant 1 is obliged to pay the Plaintiff the total of KRW 4,584,91,272 (i.e., the total of KRW 108,00,000 on April 18, 2013 + KRW 22,497,048 on June 3, 2013 + KRW 3,834,494,244, + KRW 620,00 on March 21, 2014 + KRW 36,301,636,301,305,6316,306,305, and delay damages, respectively.

2) Preliminary Claim 1

Even if the special performance rate does not constitute remuneration for directors, the Defendants received special performance rate in violation of the Plaintiff’s duty of care as a director, thereby causing damages equivalent to the amount of special performance rate to the Plaintiff. Therefore, the Defendants are liable to compensate the Plaintiff for damages pursuant to Article 399(1) of the Commercial Act; Defendant 1 is liable to pay the Plaintiff the total amount of special performance rate of KRW 4,584,91,272; Defendant 2 is liable to pay the Plaintiff the total amount of special performance rate of KRW 160,325,00; and damages for delay thereof.

B. The Defendants

1) The “special performance bonus” that the Defendants received by the Defendants is paid by the Plaintiff according to the management discretion to contribute to the Defendants, and does not constitute “the remuneration for directors.” Even if the said special performance bonus constitutes the remuneration for directors, the same applies to Nonparty 1, a major shareholder of the Plaintiff, who is one company, although the Plaintiff passed a resolution of the general meeting of shareholders on the special performance bonus to be paid to the Defendants, or Nonparty 1, a major shareholder of the Plaintiff, who is the Plaintiff, even if not so, passed a resolution of the general meeting of shareholders. However, the same applies to the resolution of the general meeting of shareholders. However, the Defendants received the special performance bonus within the scope of KRW 2,00,000,000 as the Plaintiff’s general meeting of shareholders, or KRW 3,000,000,000 as the amount of remuneration set by the directors’ general meeting of shareholders. Even if the Defendants were liable to pay,

2) The Plaintiff could have earned a large operating profit due to the Defendants’ ability and contribution. Special performance rating was paid for the purpose of boosting the Defendants’ morale according to the Plaintiff’s business judgment and thus is not unlawful. The Defendants did not have awareness that special performance rating would cause damage to the Plaintiff.

3. Judgment as to the main claim

(a) Facts of recognition;

Defendant 1 was registered as the representative director of the Plaintiff from May 1, 2012 to January 2, 2015; Defendant 2 was registered as the Plaintiff’s inside director from March 30, 2009 to July 3, 2014; and the fact that special performance rating was paid to the Defendants based on the documents prepared between March 30, 2013 and July 3, 2014 is as seen earlier. The following facts do not conflict between the parties; or are recognized as being included in the evidence Nos. 2 through 8, 10, 11, 13 through 15, 17, 19 through 21, 23 through 25, 27, 33, 43, 44, 46, 49, 3, 17 (including the number No. 1, 16, 16, and 17 (including the number No. 1, 201).

1) The Defendants’ annual salary contract terms, etc.

A) On April 30, 2012, Defendant 1 and the Plaintiff agreed to receive KRW 539,929,152 from the Plaintiff’s annual salary. Defendant 2 and the Plaintiff agreed to receive KRW 74,20,000 from the Plaintiff on January 31, 2013; and on February 5, 2014, Defendant 2 paid KRW 75,60,000 from the Plaintiff.

B) Article 38(1) of the Plaintiff’s articles of incorporation provides that “The remuneration of directors shall be determined by a resolution of the general meeting of shareholders.”

C) Article 3(1) of the Plaintiff’s wage payment provision provides that “basic pay, allowances, bonuses, and retirement allowances” as the type of the Plaintiff’s wage to be paid. Meanwhile, Article 12 of the Plaintiff’s wage payment management regulation provides that “The Plaintiff’s wage is not specified separately, and the Plaintiff may pay piece rates by evaluating the company’s business performance and the employee’s work performance.”

2) The Plaintiff’s regular general meeting of shareholders

A) On March 12, 2013, the Plaintiff notified shareholders of the holding of the 25th regular general meeting of shareholders, and specified the “approval of the limit of director’s remuneration” in the agenda.

B) On March 29, 2013, 15 shareholders, including Nonparty 1, were present at the 25 regular shareholders’ meeting held on March 29, 2013, and the following was resolved: “The maximum amount of remuneration for directors shall be determined as KRW 2,00,000,000.”

C) In the minutes of the above general meeting of shareholders (Evidence 18-1 of the above evidence), in addition to the contents on the limit of remuneration for directors, the representative director stated that “if a director makes progress more than 300% than the net profit rate of the preceding year, the representative director shall pay 700% of the annual salary, 500% of the annual salary, and 200% of the annual salary to the directors for internal management.” However, on July 15, 2015, eight members, including Nonparty 3, etc., who attended the above general meeting of shareholders, made a written statement to the effect that “All members, etc., including Nonparty 3, etc., present at the above general meeting of shareholders, did not have any agenda for payment of incentives to executives, and did not have a resolution.” At the end of the above minutes, Defendant 1 affixed his seal as the president and representative director of the general meeting of shareholders, and Defendant 1 stated to the effect that “it is well aware of the truth stated in the minutes in the party’s examination process.”

D) Meanwhile, at the time of the above general meeting of shareholders, 152 shareholders of the Plaintiff were totaled of 13,586,360 shares issued. Nonparty 1 owned approximately 7,673,583 shares ( approximately 56.48%) among them.

3) Details of documents, such as a draft, made between December 2013 and December 2014

A) On April 17, 2013, a draft statement (Evidence A No. 4-1) stating the following was prepared, and Nonparty 1 was treated as an executive.

(1) Objectives: to strengthen compensation for achievements and performance-oriented management by paying piece rates to Defendant 1, and to strengthen performance-oriented management.

(b) Criteria: 1% of the amount in excess of 10,000,000 won in operating income of the consolidated standard settlement for each business year; and

(3) The amount paid by Defendant 1: (20,873,00,000 operating income in 2012 - 10,000,000,000) ¡¿ 0.01 = 108,00,000,000

B) On June 3, 2013, a draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft of draft.

(1) Objectives: the payment of special performance-based salaries following the extension of sales on May 2013;

(2) Criteria for payment: 50% of the monthly fixed amount in the case of annual salary position.

(3) Amount paid: Defendant 1 22,497,048 (16,249,668 won paid actually after income tax, etc. was deducted) and Defendant 23,091,667 won (2,906,363 won paid actually after deduction of income tax, employment insurance premium, etc.)

C) On November 19, 2013, documents containing the following contents (Evidence 4-9, 10 of evidence A) were prepared, and Nonparty 1 approved as its executive officers, and Defendant 1 finally approved as the representative director. Defendant 1 stated that the right upper part of the above documents is “ extreme expenses (STRICY CONENAL).” According to the above documents, the Plaintiff’s payment of KRW 6,776,252,57 in total to executives and employees, including the Defendants was made in special performance. Defendant 1 stated in the party examination process of the relevant case to the effect that “the payment of special performance and pay for the purpose of providing compensation and motive for executives and employees at the time” was made.

(1) Defendant 1

(1) Special performance-based pay: Annual salary of 539,929,152 x 700% = 3,779,504,064 won

(2) Special bonus: 54,90,160 won

(3) Total amount: 3,834,494,224 won (=3,779,504,064 won + 54,90,160 won + 3) 2,358,213,964 won after deducting income tax, etc.

(2) Defendant 2

(1) Special performance-based pay: Annual salary of KRW 74,200,000 ¡¿ 200% = 148,400,000.

(2) Special bonuses: 8,833,333 won.

(3) Total amount: 157,33,333 won (=148,40,000 won + 8,833,333 won), income tax, employment insurance premium, etc. paid in actual amount after deduction, 100,684,137 won.

D) On March 21, 2014, a document (Evidence A No. 4-6) containing the following contents was drafted, and Nonparty 1 took full charge of the following matters as its executive officers.

(1) Purpose: Performance-oriented management strengthening;

(b) Criteria: 1% of the amount in excess of 10,000,000 won in operating income of the consolidated standard settlement for each business year; and

(3) The amount paid by Defendant 1: (a) the business profit of 2013 - 10,000,000 - 10,000,000) = 0.01 = 620,000,000 (the amount paid actually after deducting income tax, etc.)

4) The plaintiff's regular general meeting of shareholders

A) On March 24, 2014, the Plaintiff’s 26th regular shareholders’ meeting held on March 24, 2014, 19 shareholders, including Nonparty 1, were present at the 26th regular shareholders’ meeting, and the following was resolved: “The maximum amount of remuneration for directors shall be determined as KRW 3,000,000

B) The aforementioned regular minutes of the general meeting of shareholders (No. 18-2) contain the contents of the directors’ limit of remuneration, followed by the contents of “the bonus according to the degree exceeding the goals of the company shall be paid by a separate resolution of the board of directors.” However, on July 15, 2015, three shareholders, including Nonparty 4, who attended the said general meeting of shareholders, prepared a written statement to the effect that “There was no agenda for payment of bonus to executives, and there was no resolution.” Defendant 1 stated in the relevant case that “the authenticity of the contents written in the above minutes is not well known.”

C) Meanwhile, at the time of the above regular general meeting of shareholders, 151 shareholders were totaled of 13,586,360 shares issued. Nonparty 1 was a shareholder who owned approximately 7,673,583 shares ( approximately 56.48%) among them.

5) Special bonus paid by the Plaintiff to the Defendants

Between December 2013 and December 2014, the Plaintiff withheld income tax, etc. at source according to the documents set forth in Paragraph 3 above, and paid special performance bonus to the Defendants, and the specific amount was set out in the following table.

Defendant 1 (won) No corresponding to 108,00,00 on April 18, 2013, 201, Defendant 2 (won) 1, as indicated in the main sentence of this Table, shall be 2,358,213,213, 963, 10,684, 1374, 368,567,780 on March 21, 2014; and no corresponding to 2,851,031, 411, 103, 590,50 on June 3, 2013, 2013.

6) On October 1, 2014, the composition of the Plaintiff’s shareholder as of October 1, 2014 was as listed in the following table.

The number of shares held by Nonparty 1, 7, 673, 583, 56.48 56.48, 797, 15.63 Nonparty 1’s mother Nonparty 61, 395,000 and Nonparty 4, 707,00 May 2, 200, Nonparty 1’s accommodation Nonparty 1, 49, 199, 190, 13,586, 360, 100

7) Results of the consolidated tax investigation of the Plaintiff

From March 24, 2015 to June 13, 2015, the Central Regional Tax Office notified the Plaintiff of the total amount of KRW 1,175,862,075,075, including corporate tax, after conducting an integrated tax investigation with the Plaintiff. The reason is that the Plaintiff, without payment regulations, paid KRW 6,776,252,57 in total to the executives including the Defendants, on November 19, 2013. Nonparty 1’s representative director Nonparty 1 paid KRW 6,76,252,57 without payment regulations to the Central Tax Office. Nonparty 1 of the Plaintiff’s representative director on June 2015, 2015, “the Plaintiff paid KRW 6,76,252,557 without payment regulations to eight executives including Defendant 1, including Defendant 1, to the Central District Tax Office.”

B. Determination

1) Whether the Defendants’ special performance-based pay constitutes “the director’s remuneration”

A) Relevant legal principles

Article 388 of the Commercial Act provides, “The remuneration for directors shall be determined by a resolution of the general meeting of shareholders, if the articles of incorporation does not provide for the amount of remuneration for directors.” Here, the remuneration for directors shall include all the remuneration for the director’s performance of duties regardless of their titles, such as monthly salary and bonus (see Supreme Court Decision 2012Da98720, May 29, 2014, etc.).

B) We examine the instant case in light of the aforementioned legal principles. According to the aforementioned facts, the documents prepared on the special performance rating used expressions such as “compensation for business performance” or “performance-oriented responsible management,” and the Defendant 1Do-related case stated that the special performance rating was paid as compensation for the performance of duties. Therefore, it is reasonable to deem that the aforementioned special performance rating constitutes a director’s remuneration under Article 388 of the Commercial Act, which is the pecuniary amount paid by the Plaintiff to the Plaintiff as compensation for the performance of duties of directors (the Defendants’ assertion that the special performance rating that the company’s non-regular payment according to the management discretion does not constitute a director’s remuneration is not acceptable).

2) Whether a resolution was made by the general meeting of shareholders relating to the payment of special performance rating

A) Comprehensively taking account of the following circumstances revealed by the facts acknowledged as above, it is reasonable to view that there was no resolution of the general meeting of shareholders concerning the payment of special bonus. Therefore, barring any special circumstance, the Defendants’ payment of special bonus constitutes unjust enrichment since it was paid without legal grounds, and thus, the Defendants are obligated to return the amount equivalent to each special bonus to the Plaintiff with unjust enrichment.

(1) The agenda pertaining to the special performance rating was not included in the Plaintiff’s notice of convening the regular general meeting of shareholders at the 25th regular meeting of shareholders, and the same appears to have existed even in the case of the 26th regular general meeting of shareholders. Moreover, the majority of shareholders present at the 25th regular meeting of shareholders stated that there was no resolution on the special performance rating. In particular, on November 19, 2013, where the largest special performance rating was paid, support the absence of a resolution by the general meeting of shareholders because its content was classified as extreme expenses in internal documents

(2) It is difficult to believe that Defendant 1 made a resolution to the effect that the amount exceeding three times the above amount should be paid as piece rates to executives at the same time with the content that the limit of remuneration for directors was set at KRW 2,00,000,000. In particular, Defendant 1 received special performance rates from the Plaintiff on March 21, 2014, but the regular general meeting of shareholders held on March 24, 2014 and did not fit the order of time when the regular meeting of shareholders was held on March 24, 2014 (no evidence exists to deem that the resolution to ratification special performance rates paid to Defendant 1 was made after the regular meeting of shareholders).

(3) In light of the developments leading up to the integrated tax investigation received by the Plaintiff on 2015, there is considerable doubt as to whether the part concerning performance rates is not ex post facto added.

B) Determination as to the Defendants’ assertion

(1) The Defendants asserted to the effect that the aforementioned special performance rating was received by Nonparty 1’s order and approval from the Plaintiff’s major shareholder, a company, or that there was a resolution by the general meeting of shareholders in light of the Plaintiff’s shareholder organization, and thus, it is not necessary to adopt a separate resolution. In light of the Plaintiff’s composition on October 1, 2014, Nonparty 1’s total share ratio of Nonparty 87.57% (= Nonparty 156.48% + Nonparty 515.63% + Nonparty 615.66% + Nonparty 75.2%) on the basis of the Plaintiff’s shareholder composition (i.e., Nonparty 156.48% + Nonparty 610.26% + Nonparty 75.2%). However, the above facts of recognition alone cannot be deemed as one company, and there is no other evidence to acknowledge it. The Defendants’ assertion based on the premise that the Plaintiff is one-person company is without merit.

(2) The Defendants asserted to the effect that the Plaintiff’s general meeting of shareholders set the limit of remuneration for directors at KRW 2,00,000,000 as of 20,000 and KRW 3,00,000 as of 203,00,000 as of 2013 and as of 2014, the Defendants’ general meeting of shareholders did not constitute unjust enrichment within the said limit. In full view of the following circumstances revealed in light of the above facts, the resolution of the general meeting of shareholders on the scope of remuneration for directors’ general meeting of shareholders cannot be deemed as a legal ground for the above special bonus, and there is no evidence to acknowledge otherwise. The Defendants’ aforementioned assertion is rejected.

(A) Article 388 of the Commercial Act is a mandatory provision to protect the interests of the company with respect to the remuneration of directors. In this case, the meaning of “limit of remuneration” is limited to the payment of remuneration to directors within the scope of the limit, and it does not be construed that the amount up to the limit of the director’s remuneration should be paid in full.

(B) The above special performance rating seems to have been approved in a comprehensive form, such as an internal draft, without keeping in mind the maximum amount of remuneration that the Plaintiff is able to execute. There is no evidence suggesting that the sum of the payments at each time was ex post facto controlled by the maximum amount of remuneration determined for each fiscal year.

3) Scope of return of unjust enrichment

A) The Plaintiff asserts that each special bonus to be returned by the Defendants is the original monetary amount that did not deduct the withholding tax amount such as income tax and the employment insurance premium (limited to Defendant 2).

(1) Relevant legal principles

If a withholding agent, in the withholding tax system, collects and pays the amount of tax on any income which is not subject to withholding from a source taxpayer in excess of the amount of tax that should have been collected or paid from the source taxpayer, the State shall be the unjust enrichment held by the withholding agent without any legal ground (see Supreme Court Decision 2001Du8780, Nov. 8, 2002). The right to claim a refund therefrom shall belong to the withholding agent, who is not the source, (see Supreme Court Decision 2002Da68294, Mar. 14, 2003). This legal principle may apply to employment tax (see Supreme Court Decision 2012Da85472, Feb. 12, 2015).

(2) Determination

In light of the above legal principles, we examine the case in this case. The defendants are obligated to return each special performance bonus received from the plaintiff as unjust enrichment. Thus, the above special performance bonus is not the income subject to withholding. Nevertheless, since the plaintiff withheld from the special performance bonus of the defendants and paid employment insurance premium in the special performance bonus, the plaintiff, a withholding agent, can exercise the right to claim restitution of unjust enrichment to the State, etc., and the right to claim restitution of unjust enrichment does not belong to the defendants (the plaintiff is granted the right to claim correction of the tax amount imposed on the source tax obligor under Article 45-2 (4) of the Framework Act on National Taxes (the plaintiff is entitled to claim restitution of unjust enrichment). However, the above provision only recognized the right to claim correction of the source tax payer and cannot be deemed to have recognized the right to claim a refund directly. Accordingly, the plaintiff's above assertion is justified only within the scope of the amount actually received from the plaintiff as special performance bonus, and the remaining portion in excess is groundless

B) Therefore, Defendant 1 is obligated to pay the Plaintiff the sum totaling KRW 2,851,031,411 (= KRW 108,00,000 as of April 18, 2013 + KRW 16,249,668 as of June 3, 2013 + KRW 2,358,213,963 as of November 19, 2013 + KRW 368,567,780 as of March 21, 2014 + KRW 103,590,500 as of March 21, 2014; and Defendant 2 is obligated to pay each of the KRW 103,590,50 as of June 3, 2013 + KRW 3636,363 as of June 18, 2013 + KRW 106,3630 as of June 13, 2013).

C) Determination on the claim for damages for delay against the Defendants

(1) The Plaintiff sought payment of damages for delay at the rate of 5% per annum from January 1, 2014 or from March 21, 2014 to the date of delivery of a copy of the complaint of this case as to the special performance-based wage that the Defendants received. However, since the obligation to return unjust enrichment is an obligation with no fixed due date and the obligor is liable for delay only when he/she receives the claim for performance (see, e.g., Supreme Court Decision 2011Da80210, Mar. 13, 2014). Therefore, in this case where no evidence exists to deem that the Plaintiff requested performance against the Defendants prior to the filing of the suit of this case, damages for delay from each of the above time until the date of delivery of a copy of the complaint of this case cannot be recognized. However, the part of the Plaintiff’s claim can be prejudicial to the purport of seeking legal interest and payment from the date of receipt

(2) In light of the following circumstances, the Plaintiff’s articles of incorporation provide that directors’ remuneration shall be paid through a resolution of the general meeting of shareholders, the Defendants appear to have been in the position to fully know of the Plaintiff’s work experience for several years of directors. Nevertheless, in light of the fact that the Defendants received the amount of special performance and salary, which covers the scope of annual salary as stipulated in the annual salary contract without confirmation of the provision or procedure for payment, it is reasonable to view that the Defendants are the malicious beneficiary with bad faith with respect to special performance. Therefore, the Defendants, after receiving the Plaintiff’s special performance and bonus, as the date they received the Plaintiff’s special performance and received the Plaintiff’s payment, have a duty to dispute over the scope of the Defendants’ performance obligation from March 21, 2014 (only Defendant 1) to December 21, 2017, with the statutory interest rate of 5% per annum as stipulated in the Civil Act, and the damages for delay from the next day to the date of the completion of the lawsuit by December 21, 2017.

D) Ultimately, the specific scope of the duty to perform is as follows (In cases where the Defendant’s obligation to return unjust enrichment is recognized, the Plaintiff’s conjunctive claim is not judged separately in preparation for the case where the special performance rate is deemed not unjust enrichment).

(1) As to Defendant 1’s total amount of KRW 2,851,031,41 and its total amount of KRW 2,482,463,631 (= KRW 108,00,00 + KRW 16,249,668 + KRW 2,358,213,963) from January 1, 2014 to December 21, 2017, Defendant 1’s defense as to the scope of the duty of performance by Defendant 1 as of the date of receiving Defendant 1’s payment is considerably disputed with the annual interest rate of KRW 5% per annum under the Civil Act from the following day to the date of complete payment; KRW 368,567,780; and KRW 15% per annum from the next day to the date of this decision to the date of full payment; Defendant 1’s legal interest rate of KRW 15% per annum under the Act on Special Cases Concerning Promotion, etc. of Legal Proceedings, to the extent of performance.

(2) Defendant 2 is obligated to pay to the Plaintiff damages for delay at the rate of 15% per annum under the Civil Act from January 1, 2014 to December 21, 2017, which is the date when Defendant 2 received the Plaintiff’s payment of the total amount of KRW 103,590,500, and the Plaintiff’s payment of damages for delay at the rate of 15% per annum under the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings from the next day to the date of full payment.

4. Conclusion

The plaintiff's primary claim is accepted within the scope of each of the above grounds, and each of the remaining claims is dismissed as it is without merit. It is so decided as per Disposition.

Judges Seoju-ju (Presiding Judge) Kim Young-ju

(1) On June 2, 2016, the Plaintiff stated on June 2, 2016, “The Plaintiff shall make a preliminary claim for the payment of KRW 3,439,240,509 and its delay damages, KRW 108,401,581 and its delay damages, according to the ratio of the portion paid to the Defendants, among the amount exceeding KRW 2,00,000,000,000, which the Plaintiff set forth as the limit of remuneration for directors on the third day of pleading of the instant case.” However, on the third day of pleading, the Plaintiff stated that “the Plaintiff shall make a preliminary claim for the payment of KRW 3,439,240,509 and its delay damages to Defendant 1, Defendant 2, as well as the damages for delay thereof,” but the Plaintiff did not explicitly add the purport of the claim as above until the written application for amendment of the claim and its cause of claim as of September 8, 201

Note 2) The name is separate from the special performance grade, but it was paid to the Defendants without distinction from the special performance grade; hereinafter referred to as “special performance grade” including the money in the name of the said special bonus (the same shall apply to Defendant 2).

3) Although the above documentary evidence states that Defendant 1 was paid KRW 2,358,213,964 by Defendant 1, Defendant 1, as seen in Section 5 below, there is a minor difference in the amount actually paid by Defendant 1 by KRW 2,358,213,963.