事实上，在股权激励授予的实践操作中，大多数的企业家都已经意识到协议存在的重要性，也都清楚“口说无凭”的危害性。

In fact, in the practical operation of granting equity incentives, most entrepreneurs have realized the importance of agreements and are also aware of the harm of "relying solely on words".

但遗憾的是，即便在股权授予之初，公司已经写下了相应的约定，但是由于没有机构的协助下，该等约定也往往是语焉不详，不清不楚，一旦发生事情，无法解释其中的问题。那么关于员工股权激励中的“离职回购”，从企业角度而言，该怎么写？需要写明哪些内容？这是企业必须清晰的问题。下面济南合伙设计公司人员为你分析：

Unfortunately, even though the company had already written corresponding agreements at the beginning of the equity grant, without the assistance of professional institutions, these agreements are often vague and unclear, and once something happens, it is impossible to explain the issues involved. So, from the perspective of the enterprise, what should be written about the "resignation repurchase" in employee equity incentives? What content needs to be clearly stated? This is a problem that enterprises must be clear about. Below, the personnel from Jinan Partnership Design Company will analyze for you:

1、明确设定回购条件

1. Clearly set repurchase conditions

回购条件是判断回购是否触发的客观依据，这个依据是在股权授予的时候就应该设定好的，是企业发动对员工所持股权回购的启动按钮。当然，我们所讨论的回购是关于员工的“离职回购”，主要是对员工“离职”的各种情形加以明确界定，对于因为公司所导致的原因进而回购不在这里阐述，因为在企业实施员工股权激励的过程中，回购股权的情形肯定不止员工“离职”还有其他因素。当然，无论任何情形的回购，都必须有明确的回购条件作为判断依据。

The repurchase conditions are the objective basis for determining whether the repurchase is triggered, which should be set at the time of equity grant. They are the trigger button for enterprises to initiate the repurchase of employees' equity. Of course, the repurchase we are discussing is about the "resignation repurchase" of employees, mainly defining the various situations of employee "resignation". The repurchase caused by the company's reasons will not be elaborated here, because in the process of implementing employee equity incentives in enterprises, the situation of repurchasing equity is definitely not only related to employee "resignation" but also other factors. Of course, regardless of the repurchase situation, there must be clear repurchase conditions as the basis for judgment.

2、明确受让人

2. Clarify the assignee

在股权激励的实践操作中遇到的多数情况是公司对离职回购确有约定，包括员工个人原因导致的回购以及公司原因导致的回购，但是往往都没有受让人的约定，也就是究竟谁来回购这个股份，只是“员工离职时应转让其所持公司股权”之类的简单表述。这会导致即使有了协议回购条件，由于内容不够全面，也是用处不大。

In the practical operation of equity incentives, most of the situations encountered are that the company does have agreements on buybacks after resignation, including buybacks caused by personal reasons of employees and buybacks caused by company reasons. However, there is often no agreement on the transferee, that is, who will repurchase this share, only simple expressions such as "employees should transfer their company equity when leaving". This will result in even if there are conditions for negotiated repurchase, the content is not comprehensive enough and is not very useful.

3、明确回购价格

3. Clarify repurchase price

转让价格在整个回购流程中，是为重要的。很难想象一个未确定价格的股权转让的存在，离职回购同是如此。在回购条件触发的情况下，公司或其他股东有权对离职股东所持有的股权予以回购，但必须给予相应的对价。但如何确定价格这可以在协议中约定，可以由股东和公司协商确定，或者在协议中约定在退出的时候以一家具有法定资质的资产评估机构评估目标公司在股东退出之时的净资产，根据净资产与股东的持股比例，计算出股东的转让价格。当然，如果前期没有约定好，缺乏对价约定的回购将面临难以操作的尴尬境地，因此，关于“离职回购”的股权转让价格，必须在事先的约定中加以明确。

The transfer price is crucial throughout the entire repurchase process. It is difficult to imagine the existence of an undetermined price for equity transfer, as is the case with exit buybacks. In the event of triggering repurchase conditions, the company or other shareholders have the right to repurchase the equity held by the departing shareholder, but corresponding consideration must be given. But how to determine the price can be stipulated in the agreement, which can be determined through negotiation between the shareholders and the company, or it can be stipulated in the agreement that a legally qualified asset evaluation agency will evaluate the target company's net assets at the time of shareholder exit, and calculate the shareholder's transfer price based on the ratio of net assets to the shareholder's shareholding. Of course, if there is no agreement in the early stage, the repurchase without consideration agreement will face an awkward situation that is difficult to operate. Therefore, the equity transfer price for "resignation repurchase" must be clearly stated in the prior agreement.

4、明确办理流程

4. Clarify the handling process

关于办理流程背后的核心要义有两个：股东资格的丧失时点和配合办理变更登记的义务产生。当前司法实践中，“人走股留”或是“离职回购”条款的有效性几无争议，争议往往产生在离职员工的股东资格丧失时点上。是离职当时即丧失股东资格，还是办妥转让手续方视为丧失股东资格？司法实践的看法不一，裁判观点也大相径庭。我们建议，在事先的约定之中就明确载明“一旦离职，员工自离职当日即丧失公司股东资格”等类似表述，以此明确“离职回购”中的股东资格丧失时点，清晰界定公司与离职员工之间的关系，特别是相关股东权利享有与否的界定。当然，一旦发生“离职回购”并且明确丧失股东资格，离职员工配合办理相应变更登记当属应有之义，事先约定中也可对相关时限流程等加以明确。

There are two core points behind the handling process: the time point of loss of shareholder qualification and the obligation to cooperate in handling change registration. In current judicial practice, there is little controversy over the validity of clauses such as "retention of shares by individuals" or "buyback after resignation", which often arises at the time when the shareholder qualification of the departing employee is lost. Is it the loss of shareholder qualification at the time of resignation, or is it the loss of shareholder qualification only after completing the transfer procedures? The opinions on judicial practice vary greatly, and the viewpoints on adjudication also differ greatly. We suggest that similar expressions such as "once an employee resigns, they will lose their company's shareholder qualification from the date of resignation" should be clearly stated in the prior agreement, in order to clarify the time point of shareholder qualification loss in the "resignation repurchase" and clearly define the relationship between the company and the resigning employee, especially the definition of whether the relevant shareholder rights are enjoyed or not. Of course, once a "resignation repurchase" occurs and the shareholder qualification is clearly lost, it is necessary for the departing employee to cooperate in handling the corresponding change registration. The relevant time limit process can also be clearly specified in the prior agreement.

无论呈现为任何表现形式的协议约定，都需要对回购条件、明确受让人、回购价格和办理流程加以明确约定，不能有任何的遗漏。任何一个回购要素的缺失，都将可能导致未来回购触发时实际操作上的重重障碍。所有这个事儿要重视起来，更多事项就来我们网站http://www.daoshangbao.com看看吧！

No matter what form of agreement is presented, it is necessary to clearly stipulate the repurchase conditions, transferee, repurchase price, and processing process, without any omissions. The absence of any repurchase element may lead to numerous obstacles in the actual operation of future repurchase triggers. All this matter needs to be taken seriously, and more matters will come to our website http://www.daoshangbao.com Take a look!