模式1:期股
Mode 1: Futures
期股是一种通过经营者部份首付、分期还款而拥有企业股份的股权激励方式,其实行的前提条件是经营者必须购买本企业的相应股份。具体实施过程是:企业贷款给经营者作为其股份投入,经营者对其有所有权、表决权和分红权。其中所有权是虚拟的,只有把购买期股的贷款还清后才能实际拥有;表决权和分红权是实在的,但是分得的红利不能拿走,应按协议用来偿还贷款。经营者要想把期股变实,必须努力地将企业经营好,有可供分配的红利。如果企业经营不善,不仅期股不能变实股,本身的投入都可能亏掉。
Futures stock is an equity incentive method in which the operator owns shares of the enterprise through partial down payment and installment repayment. The prerequisite for its implementation is that the operator must purchase the corresponding shares of the enterprise. The specific implementation process is: the enterprise loans to the operator as its stock investment, and the operator has ownership, voting rights, and dividend rights over it. Among them, ownership is virtual, and only after paying off the loan for purchasing future shares can one actually own it; The voting and dividend rights are real, but the dividends received cannot be taken away and should be used to repay the loan according to the agreement. If the operator wants to turn the futures stock into real, they must strive to manage the enterprise well and have dividends available for distribution. If the enterprise is not well managed, not only can the futures stocks not be converted into real stocks, but its own investment may also be lost.
模式2:股票期权
Mode 2: Stock Options
股票期权是较常用的一种股权激励模式,也称认股权证,实际上是一种看涨期权。它是指公司授予激励对象的一种权利,激励对象可以在规定的时间内(行权期)以事先确定的价格(行权价)购买一定数量的本公司流通股票(行权)。股票期权只是一种权利,而非义务,持有者在股票价格低于“行权价”时可以放弃这种权利,因而对股票期权持有者没有风险。此外,股票期权的行权也有时间和数量限制,且需激励对象自已为行权支出现金。
Stock option is a commonly used equity incentive model, also known as stock warrant, which is actually a call option. It refers to a right granted by the company to the incentive object, who can purchase a certain amount of the company's circulating stocks (exercise) at a predetermined price (exercise price) within a specified time (exercise period). Stock options are only a right, not an obligation, and holders can waive this right when the stock price is lower than the "exercise price", thus posing no risk to the holders of stock options. In addition, the exercise of stock options also has time and quantity restrictions, and the incentive object needs to pay cash for the exercise themselves.
模式3:业绩股票
Mode 3: Performance Stocks
业绩股票是指在年初确定一个较为合理的业绩指标,如果激励对象到年末时达到预定的目标,则公司授予其一定数量的股票或提取一定的奖励基金购买公司股票。
Performance stocks refer to the determination of a reasonable performance indicator at the beginning of the year. If the incentive target reaches the predetermined target by the end of the year, the company grants it a certain amount of stocks or withdraws a certain reward fund to purchase company stocks.
业绩股票是股权激励的一种典型模式,主要用于激励经营者和工作业绩有明确的数量指标的业务负责人。同时,它也是我国公司中先得到推广,且应用较为广泛的一种激励模式。
Performance stocks are a typical model of equity incentives, mainly used to motivate managers and business leaders with clear quantitative indicators of job performance. At the same time, it is also the first and widely used incentive model among Chinese companies.
模式4:账面价值增值权
Mode 4: Book value appreciation right
所谓账面价值增值权,就是直接拿每股净资产的增加值来激励其高管人员、技术骨干等。它不是真正意义上的股票,因此激励对象并不具有所有权、表决权和配股权。
The so-called book value appreciation right refers to directly using the added value of net assets per share to motivate its executives, technical backbone, etc. It is not a true stock, therefore the incentive object does not have ownership, voting rights, and rights to rights of allotment.
模式5:员工持股计划
Mode 5: Employee Stock Ownership Plan
员工持股计划是指由公司内部员工个人出资认购本公司部分股份,并委托公司进行集中管理的产权组织形式。
Employee stock ownership plan refers to a form of property rights organization in which employees within the company subscribe for a portion of the company's shares through personal investment and entrust the company for centralized management.
员工持股计划核心在于通过员工持股运营,将员工利益与企业前途紧紧联系在一起,形成一种按劳分配与按资分配相结合的新型利益制衡机制。同时,员工持股后便承担了一定的投资风险,这就有助于唤起员工的风险意识,激发员工的长期投资行为。由于员工持股不仅使员工对企业运营有了充分的发言权和监督权,而且使员工更关注企业的长期发展,这就为完善科学的决策、经营、管理、监督和分配机制奠定了良好的基础。
The core of employee stock ownership plans is to closely link employee interests with the future of the enterprise through employee stock ownership operations, forming a new mechanism of balancing benefits that combines distribution according to work and distribution according to capital. At the same time, after employees hold shares, they bear a certain amount of investment risk, which helps to awaken employees' risk awareness and stimulate their long-term investment behavior. Due to employee shareholding, employees not only have sufficient voice and supervision over the operation of the enterprise, but also pay more attention to the long-term development of the enterprise. This lays a solid foundation for improving scientific decision-making, operation, management, supervision, and distribution mechanisms.
模式6:虚拟股票
Mode 6: Virtual Stocks
虚拟股票是指公司授予激励对象一种虚拟的股票,激励对象可以据此享受一定数量的分红权和股价升值收益,但没有所有权,也没有表决权,不能转让和出售,在离开企业时自动失效。
Virtual stock refers to a type of virtual stock granted by a company to the incentive object. The incentive object can enjoy a certain amount of dividend rights and stock price appreciation benefits based on this, but has no ownership or voting rights, cannot be transferred or sold, and automatically expires when leaving the enterprise.
虚拟股票可以看做是期股的一种变异,因为它借鉴了期股的一些特性和操作方式。比如,它同样需要公司在计划实施前与激励对象签订合约,约定授予数量、行权时间和条件等,以明确双方的权利与义务。但与期股不同的是,在虚拟股票计划中员工并不拥有在未来按某一固定价格购买公司股票的权利,它仅仅只是一种账面上虚拟的股票。因此,在本质上,虚拟股票是一种递延现金支付方式。
Virtual stocks can be seen as a variation of futures stocks, as they draw on some of the characteristics and operating methods of futures stocks. For example, it also requires the company to sign a contract with the incentive target before the implementation of the plan, specifying the number of grants, exercise time, and conditions, in order to clarify the rights and obligations of both parties. However, unlike future stocks, employees in virtual stock plans do not have the right to purchase company stocks at a fixed price in the future, it is only a virtual stock on paper. Therefore, in essence, virtual stocks are a deferred cash payment method.
模式7:股票增值权
Mode 7: Stock Appreciation Rights
股票增值权是指公司授予激励对象的一种权利,如果公司股价上涨,激励对象可以通过行权来获得相应数量的股价升值收益,激励对象不用为行权付出现金,行权后即可获得现金或等值的公司股票。
Stock appreciation right refers to a right granted by a company to incentive recipients. If the company's stock price rises, incentive recipients can obtain a corresponding amount of stock appreciation benefits through exercise. Incentive recipients do not need to pay cash for exercise, and can receive cash or equivalent company stock after exercise.
模式8:限制性股票计划
Mode 8: Restricted Stock Plan
限制性股票是指公司按照预先确定的条件授予激励对象一定数量的本公司股票,但激励对象不得随意处置股票,只有在规定的服务期限后或完成特定业绩目标时,才可出售限制性股票并从中获益。否则,公司有权将免费赠与的限制性股票收回或以激励对象购买时的价格回购。也就是说,公司将一定数量的限制性股票无偿赠与或以较低价格售与公司高管人员,但对其出售这种股票的权利进行限制。
Restricted stock refers to the company granting a certain amount of its own stock to incentive recipients based on predetermined conditions, but incentive recipients are not allowed to dispose of the stock at will. Restricted stock can only be sold and benefited from after the specified service period or when specific performance goals are achieved. Otherwise, the company has the right to reclaim the restricted stock that was given free of charge or repurchase it at the price at which the incentive object purchased it. That is to say, the company will give a certain number of restricted stocks free of charge or sell them to company executives at a lower price, but limit their right to sell such stocks.
模式9:管理层收购
Mode 9: Management Acquisition
管理层收购又称“经营层融资收购”,是指公司的管理层(个人或集体)利用借贷所融资本购买本公司的股份(或股权),从而改变公司所有者结构、控制权结构和资产结构,实现持股经营。同时,它也是一种极端的股权激励手段,因为其他激励手段都是所有者(产权人)对雇员的激励,而MBO则干脆将激励的主体与客体合二为一,从而实现了被激励者与公司利益、股东利益完整的统一。
Management buyout, also known as "management financing buyout", refers to the use of borrowed capital by a company's management (individual or collective) to purchase shares (or equity) of the company, thereby changing the company's owner structure, control structure, and asset structure, and achieving shareholding management. At the same time, it is also an extreme equity incentive method, because other incentive methods are incentives provided by the owner (property owner) to employees, while MBO simply integrates the subject and object of incentives, thereby achieving the complete unity of the interests of the incentivized, the company, and shareholders.
模式10:延期支付
Mode 10: Delayed Payment
延期支付,也称延期支付计划,是指公司为激励对象(管理层)设计一揽子薪酬收入计划,其中部分年度奖金、股权激励收入等不在当年发放,而是按当日公司股票市场价格折算成股票数量,存入公司为其单独设立的延期支付账户。在一定期限后,再以公司股票形式或根据期满时股票市值以现金方式支付给激励对象。
Delayed payment, also known as deferred payment plan, refers to a package of salary and income plans designed by a company for incentive targets (management). Some annual bonuses, equity incentive income, etc. are not distributed in the current year, but are converted into stock quantities based on the company's stock market price on the day, and deposited into a separate deferred payment account established by the company for them. After a certain period of time, the incentive object will be paid in the form of company stock or in cash based on the market value of the stock at the expiration of the period.