股权激励方案落地执行
十年股权整理解决方案落地实施

　　最近有朋友跟我吐槽，说他前公司承诺的股权激励最后成了一地鸡毛。入职时老板信誓旦旦，说公司马上就要上市，到时候大家都能分一杯羹。结果干了几年，公司没上市，期权成了废纸，连待遇也开始缩水。

　　Recently, a friend roast to me that the equity incentive promised by his former company has finally become a chicken feather. When I joined, the boss confidently stated that the company would soon go public and everyone would have a share of the pie. After working for several years, the company did not go public, the options became worthless, and even the benefits began to shrink.

　　与此形成鲜明对比的是，也有不少公司的核心员工分到激励股权后，公司一上市财富直接翻了几倍甚至几十倍、上百倍。

　　In sharp contrast, there are also many companies whose core employees receive incentive equity, and their wealth directly increases several times, even tens of times, or even hundreds of times when the company goes public.

　　对咱们职场人来说，股权激励到底是“改变命运的捷径”，还是“老板画的大饼”？今天就扒开这层包装，好好聊聊里面的门道。

　　For us professionals, is equity incentive a shortcut to changing our destiny or a big cake drawn by the boss? Let's peel off this layer of packaging today and have a good chat about the tricks inside.

　　股权激励的甜蜜陷阱

　　The Sweet Trap of Equity Incentives

　　股权激励这玩意儿，说白了就是老板给你画的一个饼。但是这个饼有时候是真香，有时候是真坑。

　　Equity incentives, in other words, are a pie drawn by the boss for you. But sometimes this cake is really fragrant, and sometimes it's really tricky.

　　阿里巴巴早期的那批员工，现在很多人都财务自由了。当年马云给18个创始人每人发了点股份，后来阿里上市，这些人都成了千万富翁。哪怕是后来加入的普通员工，只要拿到了期权，基本上都能在北京买套房。除此之外，很多上市公司在上市前发放的股权激励，让很多打工人在公司上市后靠着这些激励股权实现了财富自由。以本人以律师身份主办的一个创业板IPO为例，公司仅是年营收5亿元左右的中小型公司，一名核心高管在公司上市前以3元的价格低价拿到了约60万股激励股权，后来公司在创业板成功上市，目前股价是44元，除去成本这位高管净赚2400多万，这还不算上市几年来公司的分红。你想想，多少人一辈子都赚不到这个数？可别被这些“成功案例”冲昏头脑！一个残酷的现实是，多数公司的股权激励最后都成了空头支票。

　　Many of the early employees of Alibaba now have financial freedom. Back then, Jack Ma gave some shares to each of the 18 founders, and later Alibaba went public, and these people became millionaires. Even ordinary employees who joined later can basically buy a house in Beijing as long as they receive the option. In addition, many listed companies issue equity incentives before going public, allowing many employees to achieve financial freedom through these incentive equity after the company goes public. Taking a ChiNext IPO hosted by myself as a lawyer as an example, the company is only a small and medium-sized company with an annual revenue of about 500 million yuan. A core executive obtained about 600000 incentive shares at a low price of 3 yuan before the company went public. Later, the company successfully went public on the ChiNext board, with a current stock price of 44 yuan. After deducting costs, the executive earned a net profit of over 24 million yuan, not including the company's dividends in the past few years of listing. Think about it, how many people can never earn this amount in their lifetime? Don't be fooled by these 'success stories'! A cruel reality is that most companies' equity incentives end up being empty promises.

　　我认识一个在某互联网公司干了近10年的老员工，公司承诺给他1%的期权。他辛辛苦苦干了这么多年，眼看着公司从几十人发展到几千人，估值从几千万涨到了几十亿。结果呢？公司最后没上市，被收购了。收购方不承认原来的期权协议，只给了很少的补偿。这哥们一算，10年的青春就换来了几万块钱，这换谁不崩溃？

　　I know an old employee who has worked in an Internet company for nearly 10 years. The company promised him 1% option. He has worked hard for so many years, watching the company grow from dozens of people to thousands of people, and its valuation rise from tens of millions to billions. What was the result? The company ultimately did not go public and was acquired. The acquirer did not recognize the original option agreement and only provided minimal compensation. This guy has earned tens of thousands of yuan in exchange for 10 years of youth. Who wouldn't collapse in exchange?

　　期权和限制性股票的区别

　　The difference between options and restricted stocks

　　常见的股权激励类型是期权和限制性股票。很多人搞不清楚期权和限制性股票的区别。简单来说，期权就是你将来可以用一个固定的价格买股票的权利。比如现在公司估值10亿，给你1万股的期权，行权（即以约定价格实际购买股权）价格是1块钱。行权完成后，如果公司将来上市了，股价涨到了10块钱，你就可以用1块钱买价值10块钱的股票，每股赚9块钱。

　　The common types of equity incentives are options and restricted stocks. Many people are confused about the difference between options and restricted stocks. Simply put, an option is the right to buy stocks at a fixed price in the future. For example, if the company is valued at 1 billion and you are given 10000 shares of options, the exercise price (i.e. the actual purchase of equity at the agreed price) is 1 yuan. After the exercise is completed, if the company goes public in the future and the stock price rises to 10 yuan, you can buy 10 yuan worth of stocks for 1 yuan, earning 9 yuan per share.

　　但是这里有个坑。如果公司没上市或者被溢价并购，或者上市了但是股价低于1块钱，并且如果期间公司还没有分红，你的期权即使行权了也还是废纸一张。不过，期权的好处在于，它给了激励对象一个观察期来判断公司和激励股权的投资价值，不用马上投入购买资金，同时也给了公司考察激励对象的时间。

　　But there is a pit here. If the company is not listed or acquired at a premium, or if it is listed but the stock price is below 1 yuan, and if the company has not distributed dividends during this period, even if your options are exercised, they will still be worthless. However, the advantage of options is that they provide incentive recipients with an observation period to determine the investment value of the company and incentive equity, without the need to immediately invest purchase funds, and also give the company time to examine incentive recipients.

　　限制性股票和期权不同，是公司或老板先直接以优惠价格卖给你股票，但是有一定的限制条件。比如要干满多少年才能卖，或者要达到什么业绩目标。这种相对来说比较实在，因为你是真的有股票了，只是不能马上卖。但如果行权的价格比较高或公司经营恶化，一样会面临亏损的问题。

　　Restricted stocks are different from options, as companies or bosses sell stocks directly to you at a discounted price, but with certain restrictions. For example, how many years do you need to work before selling, or what performance goals do you need to achieve. This is relatively more practical because you actually have stocks, but you can't sell them immediately. But if the exercise price is relatively high or the company's operations deteriorate, it will still face the problem of losses.

　　华为的特殊玩法

　　Huawei's special gameplay

　　华为的做法更特殊，他们搞的是虚拟股权。员工出钱买公司的虚拟股份，享受分红和增值收益，但是没有所有权和投票权。这种做法的好处是，员工真的能分到钱。华为每年分红都很可观，很多老员工的分红比工资还高。但是这里也有风险。虚拟股权不是真正的股权，如果公司出问题了，员工的钱就打水漂了。而且员工没有投票权，公司怎么运作完全由管理层说了算。

　　Huawei's approach is more unique, they are engaged in virtual equity. Employees pay to buy virtual shares of the company, enjoy dividends and value-added income, but do not have ownership or voting rights. The advantage of this approach is that employees can really receive money. Huawei distributes substantial dividends every year, with many senior employees receiving higher dividends than their salaries. But there are also risks here. Virtual equity is not real equity, and if the company encounters problems, employees' money will be wasted. Moreover, employees do not have the right to vote, and the management completely decides how the company operates.

　　别以为拿到股权就稳了！这5个法律风险，90%的人都忽略了

　　Don't think that getting equity is enough to secure it! 90% of people overlook these 5 legal risks

　　很多人以为拿到了激励股权就能等着财富原地起飞了，其实不然。股权激励本质是股权投资行为，是有一定风险的。最常见的坑有这么几个。

　　Many people think that obtaining incentive equity can wait for wealth to take off in place, but in fact, it is not. The essence of equity incentives is equity investment behavior, which carries certain risks. There are several common pitfalls.

　　坑?1：变现难，等于白拿

　　Pit 1: Difficulty in monetization, equivalent to taking it for free

　　激励股权的变现走资本市场是最快的途径，即公司上市或被第三方溢价收购。上市的条件十分苛刻，需要公司有较高的利润和规范性，目前北交所的申报利润门槛中位数都已去到6000万元左右，创业板和主板更高，港交所要求会低一些，科创板主要看公司是否有硬科技。如果走被收购的路径，一般也要有利润支撑或者有不错的发展前景。如果不具备以上条件，股权激励想变现基本等于白日做梦。

　　The realization of incentive equity through the capital market is the fastest way, which is for companies to go public or be acquired by third parties at a premium. The conditions for listing are very strict, requiring companies to have high profits and standardization. Currently, the median threshold for declaring profits on the Beijing Stock Exchange has reached around 60 million yuan, while the requirements on the Growth Enterprise Market and the Main Board are even higher. The requirements on the Hong Kong Stock Exchange will be lower, and the Science and Technology Innovation Board mainly depends on whether the company has hard technology. If you take the path of being acquired, you generally need to have profit support or good development prospects. If the above conditions are not met, realizing equity incentives is basically a pipe dream.

　　坑?2：价格坑，容易成“接盘侠”

　　Pit 2: Price pit, easy to become a "bargain hunter"

　　很多非上市公司老板给员工画饼，把公司价值吹上了天，用远高于公司每股净资产但又低于外部投资人入股成本的价格将激励股权卖给员工，表面上员工占了便宜，但没上市的话这便宜只是纸面上的，结果公司经营出了问题业绩下滑，外部投资人闹着要公司或老板回购股权，公司估值的泡沫瞬间被戳破，员工成了高价接盘的冤大头，白白为公司或者老板送钱。如果不是成长性或盈利能力很好的公司或者硬科技公司，激励股权定价如果在净资产之上，还是要谨慎考虑，当然，如果是公司免费送给你，当我没说。

　　Many bosses of unlisted companies paint a pie for their employees, blowing up the value of the company. They sell incentive shares to employees at a price far higher than the company's net asset per share but lower than the cost of external investors' equity participation. On the surface, employees take advantage of this advantage, but if they are not listed, this advantage is only on paper. As a result, the company's operation has problems and performance declines. External investors clamour for the company or the boss to buy back the shares. The foam of the company's valuation was instantly punctured, and employees became the enemy of high price takeover, giving money to the company or the boss in vain. If it is not a company with good growth or profitability or a hard technology company, the pricing of incentive equity should still be carefully considered if it is above net assets. Of course, if the company gives it to you for free, I didn't say that.

　　坑?3：离职了，股权就没了

　　Pit 3: If you resign, your equity will be lost

　　很多协议规定，员工离职后期权就作废了，限制性股权也要低价回购。不管你是主动离职还是被动离职，只要走了，激励股权就没了。有的公司稍微好一点，给你几个月的窗口期，让你行权。但是如果公司没上市，你行权了也卖不掉，还要自己掏钱买股票。

　　Many agreements stipulate that employees' post employment rights are invalidated, and restricted equity must be repurchased at a low price. Whether you resign voluntarily or involuntarily, as long as you leave, the incentive equity will be gone. Some companies are slightly better and offer you a window of several months to exercise your rights. But if the company is not listed, you cannot sell it even if you exercise your rights, and you have to pay for the stocks yourself.

　　坑?4：业绩目标太高，根本完不成

　　Pit 4: Performance targets are too high and cannot be achieved at all

　　很多期权或限制性股票都附带业绩条件，比如公司要达到什么营收目标，或者个人要完成什么KPI。但是这些条件往往定得很高，根本完不成。最后公司说业绩不达标，激励股权就不给了或者回收了。

　　Many options or restricted stocks come with performance conditions, such as what revenue targets the company wants to achieve or what KPIs individuals need to achieve. But these conditions are often set too high to be met. In the end, the company said that if the performance did not meet the standards, the incentive equity would not be given or recovered.

　　坑?5：退出没保障，本金都要不回

　　Pit 5: Exit without guarantee, principal cannot be recovered

　　多数情况下，打工人都要花费真金白银来购买激励股权，如果公司上不了市，也没有第三方溢价收购，那激励股权基本算是烂在手里了，想靠分红回本，难！激励股权的比例一般都不会给的很高，并且分红还得看公司的盈利情况和老板的脸色。这时候，退出保障就是最后的保本止损手段，有些公司做股权激励时，为了打消员工顾虑，提出了员工离职公司或老板就以不低于成本价回购股权，有些公司甚至还能加点利息，这已经算比较良心的公司了，但多数公司给的退出通道还是以离职为条件，没有给员工任意无损退出的权利。

　　In most cases, working people have to spend real money to purchase incentive equity. If the company cannot go public and there is no third-party premium acquisition, then the incentive equity is basically rotten in their hands. It is difficult to recoup the cost through dividends! The proportion of incentive equity is generally not given very high, and dividends also depend on the company's profitability and the boss's attitude. At this point, exit protection is the last resort to break even and stop losses. Some companies offer equity incentives to dispel employee concerns by offering to repurchase equity at a price not lower than cost if the employee leaves the company or the boss. Some companies even offer additional interest, which is considered a good idea. However, most companies still offer exit channels based on resignation as a condition and do not give employees the right to exit without loss.

　　4步教你识别：这股权激励到底有没有坑？

　　4 Steps to Identify: Are There Any Pitfalls in Equity Incentives?

　　那么，作为职场打工人，如何识别股权激励值不值得拿、有没有坑呢？这里有几个简单的判断标准。

　　So, as a workplace worker, how to identify whether the equity incentive value is worth taking and whether there are pitfalls? Here are a few simple criteria for judgment.

　　第一步：看公司和老板“行不行”

　　Step 1: Check if the company and the boss are okay

　　如果公司本身资质很一般，没有什么核心技术，也没有什么市场前景，更没什么盈利能力，还属于传统行业，老板能力也一般，那它的股权激励就是画饼。这种公司就算上市了，股价也涨不了多少。

　　If a company has average qualifications, no core technology, no market prospects, and no profitability, and belongs to a traditional industry with average boss abilities, then its equity incentives are like a pie in the sky. Even if this company goes public, its stock price won't rise much.

　　第二步：看激励股权的“数量和价值”

　　Step 2: Look at the "quantity and value" of incentive equity

　　如果公司给你1000股激励股权，但是总股本是10亿股，那你这点股份连万分之一都不到，有什么意义？除非这个公司市值万亿。但是如果给你50万股，总股本是5000万股，那就比较可观了，即使公司上市后市值只有20-30亿，那也是一笔巨大的财富，去上市公司里找同行业的公司，看看行业的估值，大致就能知道公司上市后激励股权能值多少钱。简而言之，如果给的激励股权未来升值空间没有达到你年薪的十倍以上，股权激励顶多算是零花钱或者生活补贴，起不到多大激励效果。

　　If the company gives you 1000 incentive shares, but the total share capital is 1 billion shares, then your share capital is less than one ten thousandth. What's the point? Unless this company has a market value of trillions. But if you are given 500000 shares, the total share capital is 50 million shares, which is quite considerable. Even if the company's market value is only 2-3 billion after going public, it is still a huge wealth. Look for companies in the same industry among listed companies and see their valuations, and you can roughly know how much incentive equity can be worth after the company goes public. In short, if the incentive equity given does not have a future appreciation space of more than ten times your annual salary, the equity incentive can only be considered pocket money or living allowance, and will not have much incentive effect.

　　第三步：看?“行权价格”高不高

　　Step 3: Check if the "exercise price" is high or not

　　如果行权价格比现在的估值还高，那就是在坑你。什么是估值？简而言之就是公司值多少钱，计算估值有很多维度，上市公司的估值直接看股价，非上市公司常见的标准是净资产（资产减去负债后的净值）、市盈率（每股利润乘以一定倍数）。如果定价不高于净资产，已经属于定价比较良心的了，毕竟付的钱对应公司实打实的资产。如果公司有外部投资机构溢价入股，股权激励价格高于净资产但低于投资机构入股价格且高于8倍市盈率，需要结合公司利润和发展前景谨慎考虑。目前A股上市公司整体的平均市盈率才15倍，股权激励价格太高，未来升值空间就被压缩了。当然，如果公司仍处于高速发展期，激励价格高一些倒也不是问题。

　　If the exercise price is higher than the current valuation, it is deceiving you. What is valuation? In short, it is about how much a company is worth. There are many dimensions to calculating valuation. The valuation of listed companies directly depends on the stock price, while the common standards for non listed companies are net assets (net worth after deducting liabilities from assets) and price to earnings ratio (earnings per share multiplied by a certain multiple). If the pricing is not higher than the net assets, it is already considered reasonable pricing, as the money paid corresponds to the actual assets of the company. If the company has external investment institutions investing at a premium, and the equity incentive price is higher than the net asset but lower than the investment institution's investment price and higher than 8 times the P/E ratio, it is necessary to carefully consider the company's profits and development prospects. At present, the overall average P/E ratio of A-share listed companies is only 15 times, and the high equity incentive prices will compress the potential for future appreciation. Of course, if the company is still in a period of rapid development, offering higher incentive prices is not a problem.

　　第四步：看协议的条款以及有没有退出保障

　　Step 4: Check the terms of the agreement and whether there is any exit protection

　　如果协议里有很多对你不利的条款，比如业绩目标设得很高、离职赔偿、锁定期高于法定的锁定期等。真正对员工好的公司，协议会相对公平。此外，如果协议中没有员工任意退出条款（即签约后服务期满任意一个时间员工有权把激励股权卖回给公司或老板）或者离职保本回购（即员工离职后公司或老板保本或加利息回购员工激励股权）条款，建议争取一下，这是避免投资亏本的最后一道屏障。任意退出条款不太常见，建议至少争取离职保本回购。这里需要格外注意离职保本回购条款的措辞，很多公司规定的是员工离职后公司或老板有权按不低于成本价回购，注意这里说的是“有权”，意味着这是公司或老板的权利，而非义务，建议争取写成离职后员工有权要求公司或老板不低于成本价回购全部激励股权，这样写的好处在于主动权在员工，回购成为对方的义务，执行上更有保障。当然，能谈成什么样是最终双方博弈的结果，并不单纯取决于一方的意志。

　　If there are many clauses in the agreement that are unfavorable to you, such as setting high performance targets, severance pay, and a lock up period higher than the statutory lock up period. A company that truly treats its employees well will have relatively fair agreements. In addition, if there is no clause in the agreement for employees to withdraw at will (i.e. employees have the right to sell incentive equity back to the company or boss at any time after the end of the service period after signing the contract) or for employees to repurchase incentive equity after leaving (i.e. the company or boss can repurchase employee incentive equity after employees leave or add interest), it is recommended to strive for it, as this is the last barrier to avoid investment losses. Arbitrary exit clauses are not very common, and it is recommended to at least strive for capital preservation and repurchase upon resignation. Special attention should be paid to the wording of the post employment capital guarantee repurchase clause. Many companies stipulate that the company or boss has the right to repurchase at a price not lower than the cost price after the employee leaves. Note that the term "right" here means that this is the company or boss's right, not an obligation. It is recommended to strive to write that the employee has the right to demand the company or boss to repurchase all incentive shares at a price not lower than the cost price after leaving. The advantage of writing this is that the initiative lies with the employee, and the repurchase becomes the other party's obligation, which is more secure in execution. Of course, what can be negotiated is the final outcome of the game between the two parties, and it does not solely depend on the will of one party.

　　给职场打工人的建议

　　Advice for Workplace Workers

　　作为一个在职场摸爬滚打多年的老兵，我的建议是，对待股权激励要理性。

　　As a veteran who has struggled in the workplace for many years, my suggestion is to approach equity incentives rationally.

　　首先，不要对股权激励寄予太高期望。股权激励本质是股权投资行为，是风险和收益并存的。工作本身以及正常的薪资报酬才是稳定的生活来源。

　　Firstly, do not have high expectations for equity incentives. The essence of equity incentives is equity investment behavior, which involves both risk and return. The job itself and regular salary are the stable sources of livelihood.

　　其次，要搞清楚期权的具体条款。不要HR说什么就是什么，要自己看清楚协议。不懂就问，不要怕丢人。这关系到你的切身利益，马虎不得。

　　Secondly, it is necessary to clarify the specific terms of the options. Don't just follow what HR says, read the agreement clearly for yourself. Ask if you don't understand, don't be afraid of embarrassing yourself. This concerns your immediate interests and cannot be taken lightly.

　　再次，要评估公司的真实价值。不是所有的公司都值得投资。如果公司本身就不行，那股权激励就是废纸。要学会看公司的财务报表，了解公司的商业模式，评估公司发展和上市前景。

　　Once again, it is necessary to evaluate the true value of the company. Not all companies are worth investing in. If the company itself is not capable, then equity incentives are worthless. Learn to read a company's financial statements, understand its business model, evaluate its development and listing prospects.

　　最后，要做好最坏的打算。比如公司经营恶化，不仅激励股权无法变现带来收益，投入的本金都可能无法退出。

　　Finally, be prepared for the worst. For example, if a company's operations deteriorate, not only will the incentive equity not be able to generate profits, but the invested capital may also be unable to be withdrawn.

　　结语

　　Conclusion

　　股权激励到底是蜜糖还是砒霜，关键要看公司的诚信和实力。好的公司，股权激励能让你实现财务自由。差的公司，股权激励就是一场空。

　　Whether equity incentives are honey or arsenic depends on the company's integrity and strength. Good companies can achieve financial freedom through equity incentives. Poor companies have no equity incentives.

　　作为打工人，我们要擦亮眼睛，既不要被老板的承诺冲昏了头脑，也不要因为担心风险而错失良机。毕竟，在这个时代，靠打工实现财富自由的机会越来越少了，股权激励可能是为数不多的机会之一。

　　As working people, we should keep our eyes open, not be blinded by the promises of our boss, and not miss out on opportunities due to concerns about risks. After all, in this era, opportunities to achieve financial freedom through working are becoming increasingly rare, and equity incentives may be one of the few opportunities.

　　但是我们也要记住，任何投资都有风险，包括投资自己的公司。不要把所有的鸡蛋放在一个篮子里，这是最基本的理财原则。

　　But we also need to remember that any investment carries risks, including investing in our own company. Don't put all your eggs in one basket, this is the most basic financial principle.

　　最后，用一句大白话来结束今天的分享：老板画的饼，有时候是真的香，有时候是真的硌牙。关键要看这个饼是用什么做的，以及你有没有能力消化它。希望每个职场人都能在股权激励这个游戏里找到自己的位置，既能享受可能的收益，也能规避潜在的风险。

　　Finally, to end today's sharing in plain language: The cakes drawn by the boss are sometimes really fragrant, and sometimes they really hurt my teeth. The key is to see what the cake is made of and whether you have the ability to digest it. I hope every professional can find their place in the game of equity incentives, where they can enjoy potential benefits while avoiding potential risks.

　　毕竟，工作是为了生活，而不是为了被生活所困。

　　After all, work is for living, not for being trapped by life.

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　　This article is contributed by Shandong Equity Friendship For more related knowledge, please click http://www.lushangyun.com/ Sincere attitude To provide you with comprehensive services We will gradually contribute more relevant knowledge to everyone Coming soon.