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Commercial Act — Article 542-3 (Stock Options)

상법 제542조의3

This English translation is based on the Korean text effective 2018-12-19. The Korean law has since been amended (current version effective 2026-09-10) — check the Korean original.

(1) A listed company may grant a stock option to directors, executive directors, auditors, or employees of the relevant company determined by Presidential Decree, as well as persons prescribed in the main sentence of Article 340-2 (1): Provided, That no stock options shall be granted to persons determined by Presidential Decree, including a largest shareholder under Article 542-8 (2) 5. <Amended by Act No. 10600, Apr. 14, 2011>

(2) Notwithstanding the provisions of Article 340-2 (3), a listed company may grant a stock option within the limit determined by Presidential Decree within the scope of 20 percent of the total number of stocks issued and outstanding.

(3) Notwithstanding the provisions of the main body of Article 340-2 (1), a listed company may grant a stock option to its executive directors, auditors, or employees, and the directors, executive directors, auditors, or employees of the relevant company mentioned in paragraph (1) by adopting resolutions on the matters listed in the subparagraphs of Article 340-3 (2), within the limit determined by Presidential Decree within the scope of 10 percent of the total number of stocks issued and outstanding, as prescribed by its articles of incorporation. In such cases, a listed company shall obtain the approval therefor from the first general meeting of shareholders convened after the granting of a stock option. <Amended by Act No. 10600, Apr. 14, 2011>

(4) Notwithstanding the provisions of Article 340-4 (1), any person who has been granted a stock option of a listed company may exercise the stock option only after he/she has served in his/her office for at least two years from the date a general meeting of shareholders or the board of directors adopts a resolution to grant such stock option, except in cases provided for by Presidential Decree.

(5) The granting and cancellation of stock options of listed companies, and other necessary matters, except for matters prescribed in paragraphs (1) through (4), shall be prescribed by Presidential Decree.[This Article Newly Inserted by Act No. 9362, Jan. 30, 2009]

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