The equity incentive plan refers to the agreement on equity compensation for managers who leave voluntarily when the company's control right changes. This plan can promote the management to accept the change of the company's control, reduce the conflict of interest between the management and shareholders, and reduce or even eliminate the hidden capital caused by the management to resist the change. Common "golden parachute" equity incentive plans include: accelerating the exercise or ownership of equity held by old employees; Increase additional equity awards.

其“金色降落傘”股權激勵計劃的特征，往往在于控制權變更為前置條件。一般情況下，該激勵計劃的主要條款包括控制權變更條款、終止條款和補償條款等3個部分。

Its "golden parachute" equity incentive plan is often characterized by the change of control rights as preconditions. Generally, the main terms of the incentive plan include three parts: change of control clause, termination clause and compensation clause.

其中，控制權變更條款是指當公司定比例股份被收購之后，由于該股份收購導致了公司實際控制權發(fā)生了實質的變更;終止條款即管理層員工在公司控制權變化后，非自愿與公司終止了雇傭關系，但其中并不包括管理層自身過錯所引起的終止情形;補償條款，是指公司和管理層之間達成關于離職后補償內容、補償方式的約定。其中，控制權變更和終止條款屬于方案中的前提，補償條款則是結果。

Among them, the change of control clause refers to the substantial change in the actual control of the company due to the acquisition of a certain proportion of shares of the company after the acquisition; The termination clause means that the management staff terminated the employment relationship with the company involuntarily after the change of the company's control, but it does not include the termination caused by the management's own fault; Compensation clause refers to the agreement reached between the company and the management on the content and method of post-employment compensation. Among them, the change of control and termination clauses are the premise of the scheme, and the compensation clause is the result.

在實際操作中，“金色降落傘”計劃經常用來解決企業(yè)創(chuàng)業(yè)元老提前離退休的激勵問題。通過給予這些元老們相應的股份，可以消除高管退休前后物質利益和內心角色的巨大落差，也可以將企業(yè)元老直接變成公司股東，防止核心員工在離職或退休后跳槽到競爭公司。運用這一條款，還可以有效消除新老員工之間的隔閡，有利于企業(yè)文化的傳承與企業(yè)的長遠發(fā)展。

In practical operation, the "golden parachute" plan is often used to solve the incentive problem of early retirement of enterprise entrepreneurs. By giving these seniors corresponding shares, it can eliminate the huge gap between the material interests and internal roles of senior executives before and after retirement, and can also directly turn corporate seniors into shareholders of the company, preventing core employees from jumping to competitive companies after leaving or retirement. Applying this clause can also effectively eliminate the gap between new and old employees, and is conducive to the inheritance of corporate culture and the long-term development of the enterprise.

“金色降落傘”計劃面向的激勵對象不僅可以是董事、監(jiān)事，也可以是企業(yè)中的高級管理人員或技術人員，例如簽署了保密協(xié)議的重要員工，或者由董事會認定的特殊貢獻員工等。當他們離職之后，可以采取設定期限的虛股分紅方式對其加以激勵，期限可以是離職3年后或者5年后，也可以提前在方案中設定好原因，何種情況下離開、企業(yè)會在多長時間內用多大額度激勵他們。

The incentive targets of the "golden parachute" plan can be not only directors and supervisors, but also senior managers or technicians in enterprises, such as important employees who have signed confidentiality agreements, or special contribution employees recognized by the board of directors. When they leave, they can be encouraged by means of virtual share dividends with a set period of time. The period can be 3 years or 5 years after leaving, or the reasons can be set in the plan in advance. Under what circumstances, and how long the enterprise will use to motivate them.

在“金色降落傘”股權激勵計劃中，新員工的股權激勵持股平臺，好與“金色降落傘”的持股平臺加以區(qū)分。企業(yè)可以考慮同時設立兩個有限合伙企業(yè)，其中一個作為老員工的持股平臺，用于開展“金色降落傘”計劃;另一個則作為一般股權激勵平臺，針對新員工設立。

In the "golden parachute" equity incentive plan, the equity incentive shareholding platform for new employees should be distinguished from the "golden parachute" shareholding platform. The enterprise can consider setting up two limited partnerships at the same time, one of which is used as the shareholding platform for old employees to carry out the "golden parachute" plan; The other is set up as a general equity incentive platform for new employees.

“金色降落傘”屬于股權激勵計劃的一一種，當然也需要設立約束條件。如，企業(yè)可以設立“接班人計劃”的行權條件，即對于被授予期權的老員工而言，其每個人都有行權的前提條件:為公司培養(yǎng)出指定的骨干領導，并幫助其順利交接崗位職責，達到這一一條件，才能夠拿到激勵股份。

The "golden parachute" is one of the equity incentive plans, and of course, constraints need to be set up. For example, an enterprise can set up the vesting conditions of the "succession plan", that is, for the old employees who have been granted the option, each of them has the preconditions for exercising the right: to train the designated backbone leaders for the company, and help them to smoothly transfer their duties, and only when these conditions are met can they get the incentive shares.

利用類似條款，實際上就能將新老員工的利益變成完全致的。因為一旦完成交接，老員工所持有的該股份就能，而新員工除了職業(yè)生涯的進取之外，也可以拿到對應的激勵。反之，雙方權益都會受損。還有什么相關疑惑嗎？歡迎來我們網站http://zhenzhush.com進行咨詢了解！

By using similar terms, the interests of new and old employees can be fully realized. Because once the handover is completed, the shares held by the old employees can be doubled, and the new employees can also get corresponding incentives in addition to their career progress. On the contrary, the rights and interests of both parties will be damaged. Are there any related doubts? Welcome to our website http://zhenzhush.com Consult and understand!