Exhibit 10.8
English translation
STOCK OPTION AGREEMENT
Gmarket Inc. (the "Company") and (the "Grantee") enter into this Agreement for
the grant of stock option (the "Stock Option") as follows. This Agreement is
made to compensate and motivate employees and officers or directors of the
Company who have contributed, or will likely contribute, to the Company's
management operations, and thus, both parties shall make best efforts to achieve
the purposes of this Agreement.
ARTICLE 1. PRICE AND METHOD OF GRANT
1 The price for exercise of the stock option ("Exercise Price") shall be
[_______] Korean Won per share (based on KRW 5,000 face value, but if the
face value resulting from a stock split is KRW 100, the Exercise Price
shall be KRW 4,000 per share).
2 The stocks shall be granted by way of new share subscription.
ARTICLE 2. NUMBER OF SHARES GRANTED
[_______] common stocks shall be granted.
ARTICLE 3. EXERCISE PERIOD
1 The Stock Option granted shall be subject to four year vesting to the
extent permitted by applicable laws and regulations as follows: 50% of the
Stock Options may be exercised after two years from the date of the
resolution and the remaining 50% of the Stock Options granted may be
exercised monthly thereafter over the next two years in cumulative
increments of 1/24 of the remaining Stock Options (the month in which the
Grantee resigns or retires before the day of the 2nd stock option
resolution anniversary shall not be counted in the Grantee's period of
service, and any fractional share shall be disregarded). The Stock Options
may be exercised according to the stock option agreement until seven (7)
years have elapsed since the date when such Stock Options become
exercisable, provided that in the event the Grantee resigns or retires
after 2 years of service, the Grantee must exercise all remaining Stock
Options that the Grantee could have exercised on the day of resignation or
retirement, as applicable, within 3 months from resignation or retirement,
as applicable, and any Stock Option not exercised by expiry of such 3-month
exercise period shall be cancelled, regardless of the then exercisability
of the Stock Option.
2 To exercise the Stock Option, the Grantee must be in service by the Company
for at least two continuous years from the day of the Stock Option
resolution is passed, provided that, in the event of death, retirement due
to age, or retirement for other reasons beyond the Grantee's control, the
Stock Option may be exercised during the exercise period.
ARTICLE 4. MANNER OF EXERCISE
1 The Grantee wishing to exercise the Stock Option shall apply to the Company
in writing as required by the Company.
2 The date of application shall be the date when the application is accepted
by the Company ("Date of Application").
3 The application form must state the day of Stock Option exercise, the
number of shares to be subscribed for and other rights relating to the
exercise of the Stock Option.
4 The Grantee shall make full payment for the shares within 7 days of the
Date of Application. The Company shall issue the new shares within 14 days
of the Date of Application and deliver the new shares to the Grantee.
ARTICLE 5. ADJUSTMENTS
The Exercise Price and number of stocks granted may be adjusted in the event of
dilution or excessive distribution through new share issue, bonus issue, stock
dividend, issuance of convertible bonds or bonds with warrant, stock split or
merger. If adjustment of Exercise Price or the number of shares granted is
necessary due to dilution, such adjustment shall be in the manner resolved by
the board of directors and in accordance with the formula below, provided, such
adjustment must be for the purpose of preventing dilution of share value and in
the course of adjustment, an amount less than 1 Korean Won and a share less than
1 share shall be disregarded:
1 New Share Issuance: If new shares are issued at a price lower than the
Exercise Price, the Exercise Price shall be adjusted as follows:
Adjusted Exercise Price = (total number of outstanding shares before the
share issuance x Exercise Price before adjustment + the number of new
shares issued x the issue price per share of the new shares issued) /
(total number of outstanding shares before the new share issuance + the
number of new shares issued)
2 Bonus Issue:
Adjusted Exercise Price = Exercise Price before adjustment x [total number
of outstanding shares before the bonus issue + (number of shares of bonus
issue x face value per share / market value) / (total number of outstanding
shares immediately before the bonus issue + total number of shares of bonus
issue)]
Adjusted number of shares granted = the number of shares initially granted
under the Stock Option x [the number of outstanding shares immediately
before the bonus issue + the number of shares of bonus issue] / the number
of outstanding shares immediately before the bonus issue)
3 Stock Dividend:
Stock dividend shall be regarded as new share issuance at face value and be
subject to Paragraph 1 (New Share Issuance).
4 If the amount of pay-out ratio including stock dividend exceeds 50% and the
dividend rate exceeds 20%, the Exercise Price is adjusted as follows:
Adjusted Exercise Price = Exercise Price before adjustment x (total equity
capital of the Company before dividend distribution - amount in excess of
50% of the pay-out ratio) / total equity capital before dividend
distribution.
5 Issuance of Convertible Bonds or Bonds with
Warrant: If the conversion price or exercise price for the warrant is lower
than the Exercise Price, all such convertible bonds or bonds with warrants
shall be deemed to be converted or exercised, and Paragraph 1 (New Share
Issuance) shall apply.
6 Stock Split or Merger: In the event of stock split or stock merger of
common stocks
Adjusted Exercise Price = Exercise Price before the adjustment x the face
value per share after the stock split or merger / the face value per share
before the split or merger.
Adjusted Number of Shares Granted = the number of shares granted before the
adjustment x the face value per share before the stock split or merger /
the face value per share after the stock split or merger.
7 Company Merger: In the event of the Company's merger with another company,
the terms of the merger agreement shall govern. If the merger agreement is
silent on adjustment and the Stock Option remains valid after the merger,
adjustment shall be made according to the merger ratio.
8 If the adjustment pursuant to Paragraphs 1 through 7 results in the
Exercise Price being lower than the face value, the Stock Option shall be
exercised at face value.
ARTICLE 6. FREQUENCY OF EXERCISE
The Stock Option may be exercised all at once or in several installments at the
Grantee's discretion, subject to applicable laws and this Agreement, provided
that the Company may, under special circumstances, consult with the Grantee and
limit the exercise of Stock Options to 4 times or less per year.
ARTICLE 7. CHANGE OF THE RIGHTS
1 Transfer Restriction: The Stock Option may not be transferred to a third
party, be provided as collateral, or be the object of attachment. In the
event of any of the foregoing, the Stock Option shall be nullified.
2 Revocation of Stock Option: In the following cases, the Company may revoke
the Stock Option by a resolution of its board of directors in accordance
with the Articles of Incorporation. In such case, the Company shall give
the Grantee prompt notice of the revocation.
(i) The Grantee's voluntary resignation or retirement within two years
from the grant of the Stock Option;
(ii) Material damage to the Company caused by the Grantee's intentional
misconduct or gross negligence;
(iii) Inability of the Company to respond to the exercise of Stock Option,
due to bankruptcy or dissolution; or
(iv) Occurrence of other causes for revocation of Stock Option set forth in
this Agreement.
3 Succession of Rights: In the event of death, retirement due to age, and
resignation due to advancement to officer level, the Stock Option may be
exercised during the Exercise Period. In the event of the Grantee's death,
the legal heir succeeds to the rights of the Grantee, provided that if the
succession of rights occurs during the mandatory holding period, the Stock
Option must be exercised within 1 year from the measuring date for the
Exercise Period, and if the succession of rights occurs during the Exercise
Period, the Stock Option must be exercised during the shorter period
between (i) 1 year following the succession and (ii) the remaining Exercise
Period.
ARTICLE 8. LEGAL COMPLIANCE
When selling the shares acquired through exercise of the Stock Option, the
Grantee shall comply with Article 188(2) (Prohibition on Using Undisclosed
Information) and Article 188(4) (Prohibition on Price Fixing and Other Unfair
Trade Practices) of the Securities and Exchange Act of Korea.
ARTICLE 9. GENERAL
Matters not specified in this Agreement shall be determined governed by
applicable laws, the Articles of Incorporation and the Stock Option Regulation,
to the extent available.
Date: ___________________
Company: Gmarket Inc.
Representative Director
Young Bae Ku (signature)
Grantee:
Address: _________________________
Country of Citizenship: __________
Passport No.: ____________________
Name: _________________ (signature)
