Shanxi merchants are a shining pearl in the history of Chinese commercial civilization. Qiao Zhiyong, who came out of the Qiao family compound, with the dream of "connecting the world and goods through the world", became the leader of the business community in the late Qing Dynasty from a small county in Shanxi. When Qiao Zhiyong ready to do a big job, he most optimistic Baotou "double name" shop running street Ma Xun put forward his resignation, Qiao Zhiyong to find him for a transformative conversation, Qiao Zhiyong asked him why to resign? Ma Xun replied: The pay is higher elsewhere. In any business society, this is a perfectly normal reason, but Qiao Zhiyong asked: Why did no one quit? Ma Xun replied: Because the owner of the business in the firm with a share of the body, not only on weekdays to get paid, four years to the account period can also get a dividend. Qiao Zhiyong this just understand by giving higher pay to recruit capable street, there will always be a higher pay to dig away, only "top stock" this system can stay capable people. In order to encourage the boys to work hard, he gave all the apprentices in the firm a 1% share of the body, which increased with the years. In this way, every year at the end of the year, the boy can get dozens or even hundreds of silver dividends. "Top stock" is not all the guys have, must be qualified through the four-year probation period after the formal employment of the guys, and then also need to determine whether you can have "top stock" and can have a few percent of the equity, equity from 1 to 10 percent there are 10 levels, from 1 to 9 ½ ½ there are 9 levels, a total of 19 levels. The division requirements are strict, which is very attractive and tempting for the guys who already have a body share and do not have a top body share, and everyone will work hard in order to be the owner of the multi-top shares. "Top stock" is a set of effective equity incentive methods that Jin businessmen have explored and improved in the course of doing business for hundreds of years. In the late feudal society, it was through this equity incentive system that Shanxi merchants pushed their business, especially ticket number business, to the whole country, which had far-reaching influence.

Talent is the most critical factor for enterprise development. The development of an enterprise can be attributed to the contribution of people, and the decline of an enterprise can be attributed to the problem of people. If enterprises want to develop, they must pay attention to the problem of talents. Discovering talents, retaining talents, and using good people are the key strategies for the development of every cosmetics company. Without talent strategy, it is difficult for cosmetics enterprises to achieve sustainable development. With the rapid development of society, the values of talents are also changing. The compensation method that has been effective for a long time is no longer the most important factor to attract talents, let alone to retain outstanding talents for a long time. Equity incentive changes the simple employment relationship, makes the incentive object have a stronger sense of belonging and achievement, meets the deeper needs of the incentive object, greatly mobilizes the enthusiasm and initiative of the incentive object, and realizes the win-win situation of enterprise development and talent development. At present, equity incentive has become an important way for enterprises to attract and retain talents. For this reason, many operators are actively planning or promoting equity incentives. However, how to maximize the incentive effect of the equity incentive scheme? This requires operators to make overall consideration from many aspects such as operation, law, tax, etc., and formulate equity incentive plans that suit their own needs.

The model of equity incentive is the key problem to be solved first. In the practice of equity incentive, the modes of equity incentive usually include restricted equity incentive, equity option incentive, virtual equity incentive, dividend incentive, value-added incentive, incentive fund incentive and so on. Restricted stock incentive, stock option incentive and virtual stock incentive are the three most common stock incentive models.

(1) Restricted equity incentive means that the incentive party grants a specific share of the company's equity to the incentive object in accordance with the conditions specified in the equity incentive plan, but the incentive object is restricted in the transfer of some rights such as the company's equity obtained based on the incentive plan.

In essence, restricted shares give the incentive object the equity of the company, but also make certain restrictions on the transfer of the equity held by the incentive object, set a guarantee and other disposal behaviors. When the set conditions are not achieved, the incentive object shall not transfer the equity acquired by it and other disposal behaviors. "Give first and then restrict" is one of the main characteristics of restricted stock incentive. Restricted stock incentive has the dual effect of reward and incentive. In practice, it is more applicable to the old employees who have made outstanding contributions to the company. In the case of introducing talents or motivating new employees, the restricted stock incentive model is usually less applicable.

(2) Equity option incentive means that the incentive party grants the company's incentive object the right to purchase a certain number of shares of the Company within a certain period of time in the future under predetermined conditions.

Compared with restricted stock incentive, stock option incentive does not directly give equity when implementing equity incentive, but promises to give certain company equity when the preset conditions are achieved in the future. "Promise first and give later" is one of the characteristics of equity option incentive. Restricted stock is a kind of restricted stock; Equity option is a right to expect the future, is a right to become a shareholder in the future. The consideration of equity option incentive is mainly to encourage key employees to grow together with the company and create greater value for the company in the future. Stock option incentive can not reward the old employees who have made outstanding contributions. It is more suitable for introducing new employees or encouraging new employees to create greater value for the company in the future.

(3) Virtual equity incentive means that the company grants a virtual equity to the incentive object, and the incentive object can enjoy a certain amount of dividend rights accordingly. However, the incentive object is not a shareholder in the real sense of the company, and does not enjoy ownership, voting rights, transfer rights, inheritance rights and other shareholder rights.

Virtual equity is essentially a right to pay dividends, not equity. Compared with the restricted equity incentive and equity option incentive, the incentive pair granted by the virtual equity incentive company is "virtual" equity. When the company achieves the performance target, the incentive object can enjoy a certain amount of dividend right accordingly, and the virtual equity does not enjoy the rights of ownership, voting rights, inheritance rights and other shareholders, and does not need to register as shareholders in the industrial and commercial or Chinese companies, so the operation is the most flexible. Virtual equity is easy to operate, as long as an internal agreement is drawn up, there is no need to change the company's ownership structure, and there is no need to consider the source of incentive equity, which is a major advantage of virtual equity incentive. However, in this incentive model, the incentive object does not enjoy ownership, voting rights, inheritance rights and other shareholder rights, so the incentive effect on employees is weak. In addition, due to the large cash expenditure of enterprises for incentive, it will affect the cash flow of enterprises. After all, not all enterprises can ensure sustained high growth and high profits, which puts forward certain financial requirements for enterprises to implement virtual equity incentive. When implementing the virtual equity incentive model, how to evaluate the performance of the personnel participating in the virtual equity incentive plan is another issue to be considered. Enterprises implementing virtual equity incentives should carefully consider how to link managers' compensation with their performance. In practice, virtual equity incentive is mostly used for enterprises with good cash flow to motivate sales and other front-end personnel in a timely manner. This model can not only determine the performance of incentive objects, but also flexibly allow incentive objects to share business performance in the first time, and the incentive effect is outstanding.

The way of holding shares is another key issue in the enterprise equity incentive scheme. In restricted equity incentive and equity incentive model, there are usually many kinds of shareholding modes such as direct shareholding, indirect shareholding, entrustment holding, trust plan, etc. Direct holding, indirect holding and holding on behalf of shares are the three most common holding modes in the equity incentive model.

(1) Direct shareholding means that when the incentive party implements the equity incentive, it directly grants the incentive object the equity of the incentive party, and the incentive object is directly registered as the incentive shareholder and enjoys the rights of the shareholder.

The advantages of direct shareholding are as follows: employees directly register as shareholders of the company, employees will have a stronger sense of security, incentive effect is good; Employees directly hold the equity of the incentive party, and when the company achieves IPO, the incentive object can directly sell shares in the secondary market after the lifting of the ban, and the exit path is convenient; Incentive objects can apply the deferred tax policy stipulated by the Ministry of Finance and the State Administration of Taxation No. 101. Employees can temporarily not pay tax when they obtain equity incentives and defer tax payment until the transfer of the equity. However, the direct shareholding method also has many disadvantages, such as limited by the upper limit of the number of shareholders and the flow of employees, which will affect the stability of the company's equity structure. In particular, when labor relations change, employees are required to cooperate in handling the shareholder change procedure. If employees have disputes with the company over the issue of equity change, or employees do not cooperate in handling the corresponding shareholder change procedure, the enterprise needs to resolve the disputes through litigation, arbitration and other means, which will bring great uncertainty to the equity structure of the incentive party, which is not in line with the interests of the company. Nor is it in the interest of other targets of incentives.

(2) Indirect shareholding means that when the incentive party implements the equity incentive, it does not directly grant the incentive party's equity, but grants the incentive object a certain amount of equity or enterprise equity of the incentive platform company through the establishment of an incentive platform.

Compared with direct shareholding, the incentive object is not the incentive shareholder, but the incentive platform shareholder or partner. The incentive object indirectly enjoys the benefits of the incentive party through the incentive platform, so it is called indirect shareholding. In the indirect shareholding mode, the incentive object is directly registered as the shareholder or partner of the incentive platform, but it is not directly registered as the shareholder of the incentive party, nor does it directly enjoy the shareholder rights of the incentive party, so the risk is well isolated. Compared with the direct shareholding mode, indirect shareholding mode can not only motivate employees well, but also isolate the risks of equity incentive well, taking into account the needs of both operation and law. In the practice of equity incentive, indirect shareholding mode is a mainstream shareholding mode, and enterprises can give priority to it when determining the equity incentive plan. Of course, the limited exit path of the incentive party is a great challenge in the indirect equity incentive scheme.

(3) The equity holding mode means that employees do not directly hold the equity of the incentive party, nor do they hold the equity of the incentive party through the incentive platform, but entrust others to hold the equity of the incentive party or hold the equity or equity of the incentive platform on behalf of others.

Under the equity entrusting mode, employees are not registered as the shareholders of the incentive party, nor as the shareholders or partners of the incentive platform, but only enjoy the corresponding rights and interests of the agent through the agreement relationship with the agent. The share holding model is a legal relationship based on the share holding agreement. Due to the relativity and uncertainty of the contract, whether employees are willing to let others hold the shares of the company for them largely depends on the employees' trust in the trustee, and employees generally have a poor sense of security. In the practice of equity incentive, most employees do not like the equity holding model.

Shareholding platform is another key issue in the enterprise equity incentive scheme. As mentioned above, the equity incentive of indirect shareholding can not only motivate employees well, but also isolate legal risks such as unstable equity structure, taking into account the needs of both operation and law. As for the equity incentive of indirect shareholding, the incentive party usually sets up the shareholding platform first, and then implements the equity incentive plan through the shareholding platform. There are many forms of enterprises in our country, such as companies, partnerships, individual industrial and commercial enterprises, and sole proprietorship enterprises. Companies or partnerships are two types of enterprises commonly used in incentive platforms of indirect equity incentive schemes. A company is an enterprise legal person whose shareholders are established in the form of capital contribution in accordance with the provisions of the Company Law, and are liable to the company within the limit of the amount of capital contribution or shares subscribed by them, and the company is liable to the debts of the company with all its independent legal property. The company has an independent legal personality and operates in accordance with the Company Law and the articles of Association. A partnership enterprise refers to a for-profit organization in which partners enter into a partnership agreement according to the provisions of the Partnership Enterprise Law, make joint capital contribution, operate jointly, share benefits and share risks. A partnership does not have the status of an independent legal person and operates in accordance with the Partnership Law and the partnership agreement. When determining the type of equity incentive platform, is the type of company used? Or is it a partnership type? As two common forms of enterprise, corporation and partnership have their own advantages and disadvantages. From the perspective of business operation, partnership enterprises have advantages in terms of operating flexibility and tax burden cost, and there are many types of partnership enterprises in small and medium-sized enterprises in business practice. In terms of the standardization of corporate governance and the feasibility of capital operation, the company type has advantages, and the vast majority of enterprises adopt the company type in business practice. From the perspective of equity incentive platform, is it the type of company or the type of partnership? The incentive party needs to make comprehensive consideration from the aspects of platform operation positioning, capital operation planning, tax burden cost and so on. If the equity incentive platform is positioned for the pure purpose of equity incentive, and no other substantive business is carried out in the later stage, and there is no capital operation plan, the equity incentive platform should choose the type of partnership enterprise, because the partnership enterprise management is flexible and the tax burden is low. If the positioning of the equity incentive platform is not only the purpose of equity incentive, but also to carry out other substantive business, or there is a plan to carry out capital operation, the equity incentive platform should choose the type of company, because the corporate form can better meet the above needs. In short, there is no good difference between the form of company and the form of partnership, and the type of incentive used in the practice of equity incentive depends on the positioning of the incentive platform and the business needs of the incentive.

Suitable is the best, each share incentive scheme has its advantages, but also has its disadvantages, metaphysical to talk about good and bad is not appropriate. Good or bad does not depend on the program itself, but depends on the needs of the operator, depends on the actual situation of the incentive object. When determining the equity incentive plan, the operator should conduct comprehensive evaluation and selection from multiple perspectives such as operation, law, tax burden, etc., to determine the most suitable incentive plan for their own business needs and avoid metaphysics.