1. The Defendant (Counterclaim Plaintiff) paid KRW 376,780,821 to the Plaintiff (Counterclaim Defendant) and its related amount from November 28, 2015 to June 2, 2016.

1. Basic facts

A. From May 6, 2002 to March 18, 2010, the Plaintiff served as the president of the Defendant’s representative director, and from March 19, 2010 to January 30, 2013 as the president of the Defendant’s representative director.

B. On November 30, 2012, C Co., Ltd. entered into an agreement with D Co., Ltd. and E Co., Ltd., a major shareholder of the Defendant, to acquire management rights (hereinafter “instant transfer agreement”) and retired from office on January 30, 2013 according to the instant transfer agreement.

C. Article 8(10) of the Assignment Agreement provides for the following:

8.10. Retirement allowances for officers. Where a seller claims a company subject to retirement allowances for the period of service as an officer before March 18, 2010 on or before the enforcement date of the 11th regular shareholders' meeting as approved by the Act on the Payment of Retirement Allowances for Officers on or before the date of the 11th regular shareholders' meeting on or before the same day, the seller must have the company subject to such payment pay a retirement allowance calculated in accordance with the provisions of Article 40 (Remuneration and Retirement Pay for Officers) of the Articles of Incorporation before the amendment (amended by the 19th Articles of Incorporation of November 29, 2007). If the company subject to such payment exceeds the retirement amount calculated in accordance with the provisions of the Articles of Incorporation before the amendment, the relevant excess amount shall be paid at the buyer's or the company subject to such payment at the buyer's option.

Article 40 of the first amended Articles of Incorporation of November 29, 2007 (hereinafter “former Articles of Incorporation”) provides for the following:

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 for executive officers shall be paid within the limit of one billion won per capita 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 x.