[DigitalToday reporter Lee Ho-jung] Former Kakao CEO Im Ji-hoon (임지훈) disclosed clauses from a 2015 original performance-fee contract and an amended contract in connection with a performance-fee lawsuit under way against Kakao Ventures and Kakao founder Kim Beom-su. The amended contract includes content stating that performance-fee amounts and plans paid to Kakao Ventures employees would be executed after receiving approval from Kim, then chairman of Kakao’s board.

Im released the relevant clauses from the performance-fee contract signed in January 2015 and the amended contract signed in December that year through his Brunch on Nov. 9.

◆ CEO discretion changed to a 'Kim Beom-su chairman approval' procedure

According to the disclosed material, the original contract from January 2015 stipulated that the company CEO could, at discretion, allocate the remaining performance fee to employees after excluding the predetermined priority portion. It also included content stating that the amount paid to each employee could vary depending on the CEO’s discretion.

But in the amended contract from December that year, the clause was revised. While it allowed the remaining amount after excluding the priority portion to be allocated to company employees, it specified that "the amount and plan to be paid to each employee will be executed after obtaining approval from Kim Beom-su, chairman of Kakao’s board."

This confirms that a procedure requiring approval from Kim, then chairman of Kakao’s board, was added to performance-fee allocation that had previously been set at the CEO’s discretion.

Im said the clause was changed by a decision by Kim at the time. He explained that Kim met him in person to discuss how much to lower the performance-fee allocation ratio, then set Im’s priority portion at 22 percent from 60 percent, and required that the remaining performance fee also be allocated after Kim’s approval.

Im also said the amended contract was delivered to him through the head of HR for the Kakao group and that he signed the contract.

Im stressed in particular that the amended contract specifies as the approving party not the "Kakao Ventures board" or the "Kakao board," but the specific position and individual of "Kim Beom-su, chairman of Kakao’s board."

He explained this as the reason he included Kim, as well as Kakao Ventures, as a defendant in the lawsuit. Im said it was not simply because Kim is Kakao’s founder, but because Kim, as chairman of Kakao’s board at the time, discussed the amended performance-fee contract with him and set the approval structure.

◆ In 2018, confirmation of intent to pay... in 2026, Kakao Ventures says "no basis for payment"

Im again referred to a confirmation letter from K Cube Ventures (now Kakao Ventures) from February 2018 that he had previously disclosed.

The confirmation letter said lowering the priority portion reflected all contributions made by Im up to before his appointment as Kakao’s CEO, and that in exchange for lowering the priority portion, the company sought to pay Im 100 percent of the calculated performance fee regardless of his period of job performance.

Kakao Ventures, by contrast, refused payment in an official reply letter sent to Im’s side in August this year, stating, "After reviewing the related contracts and so on, we determined there is no basis to pay the performance fee you claim." The disclosed letter did not state specific reasons for the determination that there was no basis for payment.

In the post, Im said, "The contract’s legal effect and the obligation to pay are matters for the court to decide," but again argued that the performance-fee approval clause and the change to his allocation ratio were decided by Kim at the time.

Im stressed that he trusted the amended contract, agreed to lower the allocation ratio and signed it, and that the company later confirmed the intent of the change again through a confirmation letter stamped with the corporate seal.