1. Revocation of a judgment of the first instance;

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. The reasoning for the court’s explanation on this part of the basic facts is that the reasoning for the judgment of the court of first instance is the same as the statement “1. Recognizing facts”. Thus, this part is cited in accordance with the main sentence of Article 420

2. The parties' assertion

A. The plaintiff's assertion is obligated to deliver share certificates representing 10,000 shares issued by the defendant to the plaintiff while receiving the purchase price of shares from the plaintiff who exercised the stock option according to the contract of this case.

B. The contract of this case asserted by the defendant is concluded without the articles of incorporation and the resolution of the general meeting of shareholders under Article 434 of the Commercial Act (hereinafter “special resolution of the general meeting of shareholders”), which are the requirements for granting stock options, and is null and void in violation of Article 340-2 of the Commercial Act. Thus

3. Determination

A. There are provisions regarding granting stock options in the Defendant’s articles of incorporation only by examining the facts of recognition, and the descriptions of Gap’s evidence Nos. 1 through 3.

It is insufficient to recognize that there was a special resolution of the general meeting of shareholders in relation to the instant contract, and there is no other evidence to acknowledge it, and rather, according to the purport of the respective statements (including the number of pages) and the entire pleadings, the following facts are recognized.

(1) A company may, by a resolution of the general meeting of shareholders under Article 434 of the Commercial Act, grant, as prescribed by the articles of incorporation, the right to underwrite new shares or to purchase its own shares (hereinafter referred to as "stock option") at a predetermined price (hereinafter referred to as "stock option") to its directors, executive directors, auditors or employees who will, or will be able to contribute to the incorporation, management, technological innovation, etc. of the company (hereinafter referred to as "stock option"), at the price determined in advance.

Provided, That where the exercising price of stock option is lower than the actual price of the stock.