1. The plaintiff (Counterclaim defendant)'s main claim and the defendant (Counterclaim plaintiff)'s counterclaim are all dismissed.

2. The costs of lawsuit;

The main lawsuit and counterclaim are also examined.

1. Basic facts

A. D (hereinafter “the deceased”) set up the Plaintiffs, who are children, and died on February 5, 2017.

From October 29, 2003 to death, the Deceased served as the representative director at the Defendant Company, and owned 6,000 shares, which are 38.71% of the shares issued by the Defendant Company.

B. From the year 2012 to the year 2016, the Defendant Company prepared a statement of estimation of retirement benefits by making the estimated amount of retirement benefits of all executives or employees of the Defendant Company as KRW 53,90,166, including the estimated amount of retirement benefits of the deceased from the year 2012 to the year 2016, and appropriated KRW 10,798,033, which is 20% of the estimated amount of retirement benefits, as the retirement benefits reserve.

C. The details of the occurrence and collection of the provisional payment for the representative director on the ledger of the account of the Defendant Company are stated on each date. Since 2009, the balance of the provisional payment has continuously increased, and on December 31, 2016, the provisional payment amount of KRW 1,492,50,000 is stated on the statement of financial position as of December 31, 201.

Article 26 (Resolution and Quorum of General Meeting of Shareholders) (2) Except as otherwise provided in Acts and the articles of incorporation, the following cases shall require a concurrent vote of a majority of the total number of shares present and a majority of the total number of issued and outstanding shares:

2. Determination of salaries, bonuses, remuneration and retirement allowances of directors and auditors;

3. Approval of financial statements and reports as prescribed in Articles 447-2 and 540 of the Commercial Act;

C. The provisions regarding retirement allowances of officers in the articles of incorporation of the defendant company are as follows.

[Ground of recognition] Facts without dispute, Gap evidence 1, 2, 8 (including branch numbers in case of provisional number; hereinafter the same shall apply), Eul evidence 2 to 4, 5-5 to 8, and the purport of the whole pleadings

2. Determination on the main claim

A. Since the plaintiffs' assertion that they would retire from the office of the representative director of the defendant company due to death, the defendant company is obligated to pay the plaintiffs' retirement allowances to the deceased's heir.