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(영문) 서울고등법원 2016.01.29 2014나2042910
주식매수선택권 부존재 확인
Text

1. Revocation of a judgment of the first instance;

2. The Defendant’s stock options listed in the attached list do not exist.

Reasons

1. Facts of recognition;

A. The Plaintiff was established around December 10, 2003 and operated a business manufacturing semiconductor electric process equipment and core parts, etc., and the Defendant was employed as the head of the Plaintiff Company’s research institute on August 2004 and worked as the core manpower of the Plaintiff Company on technology development, and retired from the Plaintiff Company’s internal director on August 10, 2012.

The defendant of the contract for granting stock options (hereinafter referred to as "A") and the plaintiff (hereinafter referred to as "B") agree that "A" shall enter into a contract for granting stock options under the Commercial Act and the Securities and Exchange Act with "A" by a resolution of a regular general meeting of shareholders on March 23, 2010 and implement them in good faith as follows:

Article 4 (Grant Date) The grant date shall be March 23, 2010.

Article 7 (Period for Exercise) The period for exercise shall be within seven years from the date on which three years elapsed from the date of grant ( March 23, 2013 to March 23, 2020), and stock options shall expire after the lapse of that period.

Article 8 (Method and Procedure for Exercise) (1) The defendant shall apply in writing to the plaintiff for exercising stock options at the price at the exercise price prescribed in Article 5 within the period of exercise prescribed in Article 7.

Article 11 (Grounds for Cancellation) When a defendant who has been granted a stock option falls under any of the following subparagraphs before he exercises it, the plaintiff may cancel the granting of the stock option by a resolution of the board of directors:

1. Where the stock options are transferred to other persons;

2. Where the stock options have been offered as security for a principal or others;

3. Where the stock options have been seized.

4. Where he/she has used undisclosed information of "B" or made unfair transactions, such as adjustment of market prices, for the exercise of stock options.

5. Where he/she causes serious damage to the plaintiff intentionally or by negligence;

6. If “B” is unable to comply with the exercise of stock options due to bankruptcy, dissolution, etc. of “B”, retirement from office for a period not exceeding two years and retirement from office.

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