国内政策【切换】 国际政策

Korea - Labor Law-FRAMEWORK ACT ON LABOR WELFARE [Enforcement Date 19. Nov, 2014.]（39-42）

Article 39 (Limits on Grant of Employee Stock Options)(1) A company implementing the employee stock ownership program may grant employee stock ownership association members the right to subscribe new shares or purchase treasury shares held by the company (hereinafter referred to as “employee stock option”) at a predetermined price (hereinafter referred to to as “exercise price”) during the period specified by resolution at its general meeting of shareholders (hereinafter referred to as “period for offering”) within the limit of 20/100 of the total number of outstanding shares, as stipulated by its articles of incorporation: Provided, That where employee stock options so granted do not exceed 10/100 of the total number of outstanding shares, such employee stock options may be granted by resolution of the board of directors, as stipulated by articles of incorporation.

(2) If a company implementing the employee stock ownership program intends to grant employee stock options, it shall stipulate the following matters in its articles of incorporation:

1.The provision that employee stock options may be granted to employee stock ownership association members;

2.The classes and number of shares that may be issued or transferred upon the exercise of employee stock options;

3.The provision that employee stock options already granted may be revoked by resolution of the board of directors and the grounds for revocation;

4.Requirements for resolution of the board of directors or the general meeting of shareholders on the grant of employee stock options.

(3) The resolution by the general meeting or the board of directors under paragraph (1) by a company implementing the employee stock ownership program on the grant of employee stock options shall include the following:

1. Method for granting employee stock options;

2. Exercise price of employee stock options and the adjustment thereof;

3. Periods set for offering and exercising employee stock options;

4.Classes and number of shares that may be issued or transferred upon the exercise of employee stock options.

(4) The period for offering shall not be less than six months nor more than two years from the date specified by the general meeting of shareholders or by the board of directors under paragraph (3) for granting employee stock options.

(5) When a company implementing the employee stock ownership program grants employee stock options, it may allow stock option holders to exercise the employee stock options during the period for offering or a period separately determined for exercising the stock options after the end of the period for offering. If a period after the end of the period for offering is determined as the period for exercising the options, the period of offering shall be deemed extended, notwithstanding paragraph (4).

(6) When a company implementing the employee stock ownership program intends to grant employee stock options, it may exclude employee stock ownership association members, who have been employed for a period less than the employment period specified by Presidential Decree, which shall not exceed three years, from employees eligible for stock options.

(7) No employee stock option may be transferred to a third party: Provided, That if a person to whom an employee stock option has been granted is dead, the stock option shall be deemed to have been granted to the deceased's heir.

(8) Notwithstanding Article 341 of the Commercial Act, when a member of employee stock ownership association exercises an employee stock option, the company implementing the employee stock ownership program that granted the employee stock option may acquire treasury shares in order to issue the shares to such member: Provided, That the value of the shares so acquired shall be limited to the amount for which dividends can be distributed in accordance with the provisions of Article 462 (1) of the aforesaid Act, and if the value of treasury shares so acquired exceeds the limit, such treasury shares shall be sold within the period specified by Presidential Decree.

(9) The provisions of Article 350 (2), the latter part of Article 350 (3), Articles 351 and 516-8 (1), (3), and (4), and the former part of Article 516-9 of the Commercial Act shall apply mutatis mutandis where new shares are issued upon the exercise of an employee stock option.

(10) The procedure for granting employee stock options, the exercise price, the period for exercise, and other necessary matters regarding the operation of the employee stock option program shall be prescribed by Presidential Decree.

Article 40 (Revocation of Grant of Employee Stock Options)

In any of the following circumstances, a company implementing the employee stock ownership program may revoke employee stock options already granted: Provided, That in cases specified in subparagraph 2 or 3, the revocation of employee stock options shall be subject to resolution of the board of directors, as stipulated by the articles of incorporation of the company implementing the employee stock ownership program:

1.Where the company implementing the employee stock ownership program is unable to respond to the exercise of employee stock options because of the company's bankruptcy or dissolution;

2.Where a member of employee stock ownership association, to whom an employee stock option has been granted, inflicts a severe loss, intentionally or negligently, on the relevant company implementing the employee stock ownership program;

3.Where there arises any ground for revocation specified in the agreement under which an employee stock option has been granted.

Article 41 (Restrictions on Preferential Allotment of Employee Shares and Grant of Employee Stock Options)

When a company implementing the employee stock ownership program preferentially allots employee shares to employees or grants employee stock options to employees pursuant to Article 38 or 39, the company shall ensure that the aggregate specified in subparagraph 1 does not exceed 20/100 of the aggregate specified in subparagraph 2:

1.The aggregate of the number of shares managed by the employee stock ownership association, out of shares in the company implementing the employee stock ownership program, the number of shares newly issued for preferential allotment, and the number of shares to be acquired by exercising employee stock options, out of shares in the company implementing the employee stock ownership program;

2.The aggregate of the number of shares newly issued by the company implementing the employee stock ownership program, the number of shares to be acquired by exercising employee stock options, out of shares in the company implementing the employee stock ownership program, and the number of outstanding shares.

Article 42 (Acquisition of Employee Shares with Loans Borrowed by Employee Stock Ownership Association) (1) An employee stock ownership association may acquire employee shares with loans borrowed for the acquisition of employee shares from the company implementing the employee stock ownership program, a controlled or contracted company, shareholders of any of such companies, or a financial company, etc. specified by Presidential Decree.

(2) A company implementing the employee stock ownership program, a controlled or contracted company, or shareholders of any of such companies may make an agreement with the employee stock ownership association concerned that such company or shareholders shall contribute money and other valuables to the employee stock ownership association for the repayment of loans borrowed pursuant to paragraph (1).

(3) An employee stock ownership association may provide employee shares acquired with a loan borrowed pursuant to paragraph (1) to the company implementing the employee stock ownership program or financial company, etc. which lends the loan or guarantees the repayment of the loan. Offering such employee shares as security in such cases shall be subject to the condition that the employee shares equivalent to the repaid amount of the loan shall be released from the security right immediately after repayment.

(4) Where a company implementing the employee stock ownership program receives employee shares that the employee stock ownership association has acquired with a loan borrowed pursuant to paragraph (1), as security under paragraph (3), Article 341-3 of the Commercial Act shall not apply to the company implementing the employee stock ownership program as regards the shares that it receives as security.

(5) The amount of loans borrowed by an employee stock ownership association, the term of such loans, the method of repayment, the method for the allotment of shares acquired with such loans, and other specific matters regarding the loans borrowed by an employee stock ownership association shall be prescribed by Presidential Decree.

Article 42-2 (Prohibition against Forced Acquisition, etc. of Employee Shares) (1) The employer of a company that implements the employee stock ownership program (including a controlled or contracted company) shall not engage in any of the following acts, when he/she preferentially allots

 shares to the employee stock ownership association members under Article 38:

1. Instructing the employee stock ownership association members to acquire the employee share against their will;

2. Classifying the employee stock ownership association members according to certain criteria, such as the department and class to which each of them belongs, against their will in allotting employee shares;

3. Dismissing or otherwise treating unfavorably a member of the employee stock ownership association on the ground that he/she does not acquire the employee share;

4.Any other act specified by Presidential Decree as violating the objectives of the employee stock ownership program under Article 32, by forcing the employee stock ownership association members to acquire and hold the employee share against their will.

(2) No employer shall dismiss or otherwise treat unfavorably a member of the employee stock ownership association on the ground that he/she reported a violation of paragraph (1) or gave testimony or presented evidence on such violation.

[This Article Newly Inserted by Act No. 12370, Jan. 28, 2014]