1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. The Defendant is a company engaged in software development, sale and rental business, system construction, and integrated service sales business.

B. From July 1, 2012 to November 30, 2015, the Plaintiff served as the Defendant’s director.

(F) From March 28, 2014 to November 30, 2015, a registration director was employed during the above-mentioned period.

Meanwhile, on March 1, 2014, the Plaintiff entered into an annual salary contract with the Defendant, setting the annual salary amount of KRW 57,400,000 (hereinafter “instant annual salary contract”) from March 1, 2014 to February 28, 2015.

Article 40(1) of the Defendant’s articles of incorporation provides that “The remuneration of directors and auditors shall be determined by a resolution of a general meeting of shareholders.”

E. At the ordinary shareholders’ meeting on February 27, 2013, the Defendant resolved to set the maximum amount of remuneration for directors in 2013 as KRW 30 million, at the ordinary shareholders’ meeting on March 28, 2014, the maximum amount of remuneration for directors in 2014 as KRW 500 million, and at the ordinary shareholders’ meeting on March 27, 2015, the maximum amount of remuneration for directors in 2015 as KRW 80 million.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 4, 10, Eul evidence Nos. 3, 4, 5, 11, and the purport of the whole pleadings

2. The gist of the plaintiff's assertion is that the defendant set the limit of remuneration for directors at a general meeting of shareholders, and since the original defendant entered into an annual salary contract each year, the plaintiff's amount of remuneration can be deemed determined.

Therefore, the defendant is obliged to pay the sum of 30,267,363 won and damages for delay which the plaintiff has not paid while he is in office as a director.

3. Determination

A. 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 both remuneration paid as compensation for the performance of duties of directors, regardless of their titles, such as monthly salary and bonus, and is also in office.