股权激励外文文献

Growth and the Valuation of SharesLintnerListed companies in the dividend distribution policy to some extent direct impact on the operation of funds of listed companies. The company paid to its shareholders the remaining surplus of retained earnings in the enterprise, there Cixiaobizhang relationship. Therefore, the dividend distribution policy is decided how much dividend distribution to shareholders, has decided to stay in the number of enterprises. Reduce the dividend distribution, which will increase corporate retained earnings, reducing the external financing needs. So dividend policy is also financing the internal decision-making enterprises. In this paper, often used to make a dividend distribution policy briefly discussed.Dividend in the actual operation, the choice of dividend distribution policy has the following four:First, the remaining dividend distribution policyDividend and the company's capital structure related to investment and capital structure, in turn, constitute the necessary funds, the dividend distribution policy should in fact be the cost of capital and investment opportunities in the double impact. The remaining dividend distribution policy is that the company has good investment opportunities, in accordance with the objectives of certain capital structure (the optimal capital structure), to calculate the required equity capital investment, the first of retained earnings, and then the remaining surplus as a dividend to be Distribution. If there is no surplus, not dividends. Use the remaining dividend distribution policy to be followed by five steps: (1)identification of investment projects, looking for profitable investment opportunities. (2)target capital structure, which is identified with the debt equity capital ratio of capital to the weighted average cost of capital (integrated cost of capital rate) reached the lowest level as the standard. (3) target capital structure of the equity investment required amount.(4)maximize the use of the company's retained earnings to meet the investment programmes of the equity capital required amount. (5)investment programme for equity capital have been met if the remaining surplus, and then as dividends paid to shareholders.Choice of the remaining dividend distribution policy, will mean that only the remaining surplus for dividend payment. The model is based on the stock price has nothing to do with the distribution of dividends, investors in the dividend and capital gains do not have a preferred, but will investors get dividends on the secondary position, its fundamental purpose is to maintain the ideal capital structure, the weighted average cost of capital Minimum, thus realizing the company to maximize profits.Second, the continued growth of fixed or dividend distribution policyThe continued growth of fixed or dividend distribution policy is to distribute the annual dividend fixed at a specific level, and in the longer period of time regardlessof how the company's profitability, the financial situation of how the distribution of the dividend remains unchanged. Only when the company that future earnings will be significant, and irreversible growth, will be able to maintain the amount of dividends paid to a higher level, will increase the annual dividend payment amount. However, inflation in the circumstances, most companies will then raise the surplus, and the majority of investors want companies to provide more than offset the adverse effects of inflation dividends, long-term inflation in the years should also increase the amount of dividend payment .Sustained growth of fixed or dividend distribution policy is aimed at avoid because of poor management and reduction of dividend. To take such dividend distribution policy of the reasons is: First, a stable dividend for the company to market convey the normal development of the information, to establish a good image of the company, enhance the confidence of investors in the company, stable stock prices. Second, the stability of the amount of dividends to investors for dividend income and expenditure, especially for those who are dependent on dividends shareholders especially. Mandrax Mandrax high dividends and low stocks, will not be welcomed by these shareholders, the stock price will drop. Third, the stability of the dividend distribution policy may be inconsistent with the remaining dividend theory, but taking into account the stock market will be a variety of factors, including the psychological state of shareholders and other requirements, in order to maintain a stable dividend level, Even if some deferred investment programme or temporarily deviate from target capital structure, may also reduce the dividend or lower than the dividend growth rate of more favorable.In view of this, the company only used or continued growth in the fixed dividend distribution policy in order to maximize the company shares in order to achieve the maximization of the company's financial goals. The dividend distribution policy is that the shortcomings of the dividends paid out of touch with the surplus. When the lower earnings still support a fixed dividend, it might lead to a shortage of funds, financial situation worsened, not the same as the surplus into the dividend distribution policy as to maintain a lower cost of capital.Third, to pay a fixed dividend rate policyDividend policy to pay a fixed rate, the company set a dividend amount of the surplus ratio (dividend payment rate), this ratio of long-term policy to pay dividends. In this dividend distribution policy, the dividends for investors as the company's net profit after tax changes and fluctuations, when the company increased net profit, the stock dividend for investors has increased, but decreased. The higher rate of pay fixed dividends, the company retained surplus is less. Fixed rate of dividend payment distribution model first consider the distribution of dividends, before considering the retained earnings, with the remaining dividend distribution model contrary to the order. In the policy, the dividend payment rate, once established, generally are not allowed to randomly change, the company's profit after tax is determined by calculation, the distribution of the dividend will accordingly identified.Fixed rate of dividend payment policy is based on investor risk aversion, like the reality of the proceeds to determine the distribution of dividends to meet theaspirations of investors, and the distribution of dividends and stock price are relevant and meet the aspirations of the investors, will support the company Shares in a higher position, shares will maximize the realization of the company's financial goals to maximize. But in this policy under the annual dividend for the larger changes, the company easily create the impression of instability, adverse to stabilize stock prices.Third, to pay a fixed dividend rate policy Dividend policy to pay a fixed rateThe company set a dividend amount of the surplus ratio (dividend payment rate), this ratio of long-term policy to pay dividends. In this dividend distribution policy, the dividends for investors as the company's net profit after tax changes and fluctuations, when the company increased net profit, the stock dividend for investors has increased, but decreased. The higher rate of pay fixed dividends, the company retained surplus is less. Fixed rate of dividend payment distribution model first consider the distribution of dividends, before considering the retained earnings, with the remaining dividend distribution model contrary to the order. In the policy, the dividend payment rate, once established, generally are not allowed to randomly change, the company's profit after tax is determined by calculation, the distribution of the dividend will accordingly identified.Fixed rate of dividend payment policy is based on investor risk aversion, like the reality of the proceeds to determine the distribution of dividends to meet the aspirations of investors, and the distribution of dividends and stock price are relevant and meet the aspirations of the investors, will support the company Shares in a higher position, shares will maximize the realization of the company's financial goals to maximize. But in this policy under the annual dividend for the larger changes, the company easily create the impression of instability, adverse to stabilize stock prices.The last,Yurika additional shares normal low dividend policyYurika additional shares normal low dividend policy, a company in normal circumstances only pay a fixed annual amount of the dividend lower in corporate earnings more and better financial situation of the year, according to the actual situation further release of additional dividends to shareholders. However, additional dividends is not fixed, does not mean that the company permanently raise the required rate of dividend payment. Stock real goods or services provided to the customer business entity. The delivery of these goods and services customers time may also influence the cash flow. Articles in the excessive inventory becomes expensive, because they are more easily damaged, or can become obsolete. Although there is now way, the company can reduce the loss of goods allowed to cancel out, commercial enterprises have set up sales of goods and services, without their product is out of date. The company needs a responsible person to understand what is inventory, and this information must be effectively communicated to the sales force. An effective sales force training can use this information to the understanding of what the pricing model, in order to recruit. At the same time, the sales manager can use this information to the foundation and development unit.Adopt this policy was mainly due to: first, such dividend distribution policy so that companies with greater flexibility, when compared with fewer or more of thecapital investment required, to maintain a lower but set the normal dividend The level of dividends, shareholders will not have dividends fell flu, to maintain the existing stock prices and achieve its goals. When companies have a more substantial increase in earnings and surplus cash, the issuance of additional dividend may be appropriate. The company's dividend will be distributed additional information to stock investors so that they enhance the company's confidence is conducive to the stability and stock prices rose. Second, the dividend distribution policy that will enable those who rely on the shareholder dividend to live at least a year could be lower though, but relatively stable dividend income, which attracted this part of the shareholders.Several more dividend distribution policy claims, the company in dividend distribution, we should learn from its basic ideological decision-making, to suit their own specific reality of the dividend distribution policy, enabling the company to maintain stability, sustained growth, Shareholders can receive more benefits in order to achieve the company's financial goals to maximize.。

XXXXX大学毕业论文附录学生姓名XXX指导教师XXX专业人力资源管理学院管理学院2009年6月8日XXX UniversityAppendixStudent xxxxxxxSupervisor xxxSpecialty Human Resources ManagementSchool Management School2009-06-08原文Management of listed companies in equity-basedincentivesCHAPTER IGeneralArticle1.To further promote the establishment of a listed company, a sound incentive and restraint mechanisms, according to "People's Republic of China Company Law", "the Securities Act of People's Republic of China" and other relevant laws and administrative regulations, the development of this approach.Article2.The term refers to shares of listed companies incentives to the company's shares being the subject of its directors, supervisors, senior management and other staff to carry out long-term incentives. Listed companies to be restricted stock, stock options and the laws and administrative regulations to allow the implementation of other means of equity incentive plans, the application of the provisions of this approach.Article3.Listed company's equity incentive plan implementation, it should be in line with the laws and administrative regulations, the methods and the provisions of the Articles of Association and is conducive to the sustainable development of listed companies, andmust not harm the interests of listed companies. Directors of listed companies, supervisors and senior managers in the implementation of equity incentive plans should be honesty and trustworthiness, diligence, and safeguard the interests of all shareholders.Article4.Listed companies to implement equity incentive plan should be in strict accordance with the relevant provisions and requirements of this approach to information disclosure obligations to fulfill.Article5.For listed companies issued equity incentive plan views of professional bodies, should be honesty, trustworthiness, diligence, to ensure that the document issued by true, accurate and complete.Article6.No person shall make use of equity incentive plans insider trading, price manipulation of securities transactions and securities fraud.Chapter IIGeneral provisionsArticle7.Listed companies, one of the following circumstances shall be the implementation of equity incentive plans: (a) In the last fiscal year a financial accounting report negative opinion issued by a certified public accountant to express an opinion or are unable to audit reports; (b) the recent major violations during the year due to irregularities by the China Securities Regulatory Commission to be an administrative penalty; (c) of the China Securities Regulatory Commission finds that the other cases.Article8.Equity incentive plan target of incentives may include the directors of listed companies, supervisors, senior management, the core technology (business), as well as companies that should inspire other employees, but independent directors should not be included. The following incentives may not be the object: (a) In the last 3 years by stock or announce publicly condemned as inappropriate candidates; (b) the last 3 years due to major violations of law violations by the China Securities Regulatory Commission to be of an administrative penalty; (iii) "People's Republic of China Company Law" shall be provided as the company's directors, supervisors, senior management situations. Equity incentive plan for consideration by the board ofdirectors, board of supervisors of listed companies should be to verify the list of incentives, and to verify the situation to be in that general meeting of shareholders. Article9.Incentive for directors, supervisors, senior managers of listed companies should establish a performance appraisal system and assessment methods, indicators for performance appraisal plan for the implementation of the conditions of equity-based incentives.Article10.Listed companies will not be allowed to stimulate the target equity incentive plan in accordance with the rights of access to loans, as well as any other form of financial assistance, including providing security for their loans.Article11.To the implementation of equity incentive plans of listed companies, based on the actual situation of the Company, through the following sources to resolve the subject of shares: (i) object to the incentive to issue shares; (b) repurchase the shares of the Company; (c) the laws and administrative regulations to allow the other way.Article12.All listed companies effective equity incentive plan involved bringing the total number of shares the subject company shall not exceed 10% of the total share capital. Non-shareholders' general meeting approved a special resolution of any object through a full and effective incentive equity incentive plan of the Company granted a total stock equity of the company shall not exceed 1% of the total. First paragraph of this article, second paragraph referred to the total share capital refers to the most recent general meeting of shareholders approved equity incentive plans of the company's issued share capital of the total.Article13.Listed companies should be in the equity incentive plan on the following matters or statements made clear that: (i) the purpose of equity incentive plans; (b) based on incentive to identify the object and scope; (c) the equity incentive plan to grant the rights and interests of the number of involved in the subject of stock sources, types, quantity and equity of listed companies accounted for a percentage of the total; if at times the implementation of each of the rights and interests to be granted the number of shares involved in the type of subject, source, volume and accounted for the total equity of listed companies percentage; (d) incentives for directors, supervisors, seniormanagement and their respective rights and interests to be given the number of, or equity incentive plan to grant the rights and interests of the percentage of the total; other incentives objects (or their appropriate classification) may be delegate representing the interests of the quantity and equity incentive plan to grant the rights and interests of the percentage of the total; (e) the validity of equity incentive plans authorize the days, right feasible, the subject of stock lock-up period; (f) the grant of restricted stock price or Determination of grant price, the stock option exercise price or exercise price determination; (g) authorized the target incentive benefits, the right conditions, such as performance appraisal system and assessment methods, and to performance appraisal indicators for the implementation of equity-based incentives scheme; (h) equity incentive plan rights and interests involved in the number of the target amount of shares, exercise price or grant price adjustment methods and procedures; (i) the rights and incentives granted the right of the target line procedures;(10) Company and encouragement of their respective rights and obligations of the object; (xi) changes in control of the company, merger, separation, job change occurred incentive target, separation, death matter how the implementation of equity incentive plans; (xii) changes in equity incentive plan, terminated; (xiii) other important matters.Article14.Occurrence of a listed company in Article VII of this approach to one of the cases, should put an end to the implementation of equity incentive plans, may not object to the incentive to continue to grant new rights and interests of the target incentive under the equity incentive plan have been granted but not yet exercised by the exercise of the rights and interests should be discontinued. Equity incentive plans in the implementation process of this approach motivate the target appears in Article VIII shall not be the case the object of incentives, the listed companies shall continue to grant the rights and interests, and its has been granted but not yet exercised by the exercise of the rights and interests should be discontinued.Article15.Target incentive to transfer their income through the equity incentive plan shares, it should be in line with relevant laws and administrative regulations and the provisions of this approach.Chapter IIIRestricted stockArticle16.The term incentive restricted stock is the object in accordance with the equity incentive plan provides for the conditions obtained from the listed companies a certain number of shares of the Company.Article17.Listed companies target incentive award restricted stock, equity incentive plans should be provided for the object granted incentive stock performance conditions, the ban period.Article18.Listed companies to the stock market as a benchmark to determine the price of restricted stock awarded in the following period shall not object to the grant of stock incentives: (i) prior to the publication of periodic reports on the 30th; (b) a matter of significant transactions or major decision-making process to the matter Notice two days after; (c) The other major event that may affect the share price on the date of announcement until two trading days.Chapter IVStock optionsArticle19.The term refers to the listing of stock options granted incentive targets within a certain period of time in the future in order to pre-determined purchase price and conditions of a certain number of shares of the Company's rights. Objects can be the incentive stock options granted during the period specified in a pre-determined purchase price and conditions of a certain number of shares of listed companies can also give up the rights.Target incentive stock options granted shall not be transferable or used to guarantee repayment of debt.Article20.The board of directors of listed companies can be considered in accordance with the approval of shareholders of the General Assembly of the stock options, and decided to grant a one-time or in the awarding of stock options, but out of a total grant of stock options related to the subject of shares shall not exceed the total amount of stockoption plans of the subject involved in the total stock.article21.Authorized on stock options and stock options are granted the right line on the first time, the interval between not less than 1 year.Stock options on the validity of the calculation from the authorization may not exceed 10 years.article22.In the life of stock options, listed companies should provide incentives target the right line in phases.Stock optionsAfter the validity period has been granted the right line but not the stock options may not be the right line.Article23.Listed companies in the award of incentive stock options when the target should be to determine exercise price or exercise price determination. Exercise price should not be less than the higher of the following prices: (i) equity incentive plan prior to the publication of the draft summary of the company trading day closing price of the subject shares; (b) the equity incentive plan prior to the publication of the draft summary of 30 trading days of the company average closing price of the subject. Article24.Shares of listed companies due to the subject of ex-dividend, dividend or other reasons need to adjust the exercise price or the number of stock options, stock option plans in accordance with the provisions of the principles and ways to adjust. The basis of the above listed companies the right to adjust the trip price or the number of stock options should be made by the board of directors and the shareholders' general meeting to consider approval of the resolution, or by the shareholders of the General Assembly decided to authorize the Board of Directors. Lawyers should be on the above adjustment is consistent with this approach, the company charter and the provisions of stock option plans issued by professional advice to the Board of Directors.Article25.Listed companies in the following period shall not object to incentive stock options granted to: (i) prior to the publication of periodic reports on the 30th; (b) a matter of significant transactions or major decision-making process in a matter of notice to thetwo trading days; (c) other possible significant incidents of price from the date of notice of two trading days.Article26.Incentive target should be periodic reports of listed companies after the announcement of the first two trading days to the next periodic report 10 trading days prior to exercise, but not the right experts in the following period: (a) a matter of significant transactions or major decision-making process to Notice of the matter after the two trading days; (b) of the other major event that may affect the share price on the date of announcement until two trading days.Chapter VSupervision and punishmentArticle27.Listed companies file false financial and accounting records, to whom the object of incentives from the financial accounting documents from the date of notice within 12 months from the equity incentive plan received the full benefits of shall be returned to the company.Article28.Listed companies do not meet the requirements of this approach to the implementation of equity incentive plans, the China Securities Regulatory Commission ordered its correction, the company and related persons responsible will be punished according to law; in the correct order, the China Securities Regulatory Commission will not be the company's application documents.Article29.Listed companies are not in accordance with this approach and other relevant provisions of the disclosure of information equity incentive plan and the disclosure of information or false records, misleading statements or material omissions, the China Securities Regulatory Commission ordered its correction, the company and related persons responsible will be punished according to law.The use of fictitious equity incentive plan performance, market manipulation or insider dealing, improper access to benefits, according to China Securities Regulatory Commission, confiscate the illegal income, the responsibility of the relevant measures taken; constitute a crime, investigate and deal with the transfer of the judiciary in accordance with the law.article30.For listed companies issued equity incentive plan views of the relevant professional bodies are not fulfilling the obligations diligence, professional advice issued by the existence of false records, misleading statements or material omissions, the China Securities Regulatory Commission on the relevant professional bodies and supervisory personnel's signature, issued by warning letter, and ordered measures to reform and the transfer of the relevant professional bodies to deal with the competent authorities; the circumstances are serious, punishable by a warning, fines and other penalties; constitute securities violations, they shall be held liable.Chapter VISupplementary Provisionsarticle33.This approach the following terms have the following meanings: the senior management: refers to a listed company manager, deputy manager, finance charge, the Board Secretary and the provisions of the Articles of Association of the others. The subject of stock: means the equity incentive plan, incentive granted the right to object or to purchase shares of listed companies. Interests: the object refers to stimulate equity incentive plan in accordance with the listed company stocks, stock options. Authorized to date: a listed company refers to object to the incentive stock options granted to date. Must be authorized on trading days. Exercise: Object refers to incentive stock options under the incentive plan, within a specified period, to a pre-determined purchase price and conditions for the conduct of the shareholdings of listed companies. The right to a viable date: means the incentive target the right line to start date. The right to be feasible for the trading day on. Exercise Price: listed companies object to the incentive stock options granted by the identified target incentives to buy shares in the prices of listed companies. Award Price: listed companies object to the award of incentive restricted stock to determine when, and inspire the target to obtain the price of the shares of listed companies. The term of "over", "less than" does not contain the number.Article34.This approach applies to shares in the Shanghai and Shenzhen Stock Exchange listed company.Article35.This approach since January 1, 2006 will come into effect.From:Management of listed companies in equity-based incentives翻译上市公司股权激励管理办法第一章总则第一条为进一步促进上市公司建立、健全激励与约束机制，依据《中华人民共和国公司法》、《中华人民共和国证券法》及其他有关法律、行政法规的规定，制定本办法。

股权激励英文书籍
以下是一些有关股权激励的英文书籍：
1. "Stock Options: An Authoritative Guide to Incentive and Nonqualified Stock Options" -这本书由Dennis L. Vink和Taehoon Kim合著，提供了对股权激励和非限制股票期权的详细指南。

2. "The Stock Options Book" -作者是Alison Wright与Alisa J. Baker，此书探讨了股权激励计划的设计、实施和管理。

3. "The Handbook of Equity Compensation" -作者是埃德温·厄普顿（Edwin E. Epstein），此书为股权激励计划提供了全面的解释和指南。

4. "Stock-Based Compensation: Best Practices in Conflicts of Interest" -由Kevin J. Murphy和William T. Allen合著，这本书提供了有关股权激励计划和利益冲突的最佳实践指导。

这些书籍将为您提供关于股权激励的详细信息和最佳实践，但请注意，股权激励计划是一个广泛的主题，这些书籍提供的信息可能对
您感兴趣的具体领域或问题有所不同。

因此，根据您的需要和具体情况选择适合的书籍将有助于获得准确的回答。

股票期权激励外文翻译文献(文档含中英文对照即英文原文和中文翻译)原文：SOE Execs: Get Ready For Stock IncentivesTAN WEIStock option incentive plan will soon be available to state-owned enterprise executives, but will it lead to greater prosperity or new problems?A trailblazing new scheme to infuse state-owned enterprises (SOEs) with incentive stock options is under way. It’s a plan that may bolster company performance, but it’s not without risks.On August 15, Li Rongrong, Minister of the State-owned Assets Supervision and Administration Commission (SASAC), disclosed that after careful study, a stock option incentive trial plan will be carried out in the listed SOEs.According to the trial plan, about 102 A-share listed SOEs are expected to be the trial companies. The short list of some of those expecting to participate includes: China Unicom, Citic Group, Kweichow Moutai, China Merchants Bank and Beijing Financial Street Holding Co.Stock option incentive plan is designed to entice executives to work hard for the long - term development of their companies. As stocks rise based on company performance, they too gain through this profits haring arrangement. This kind of incentive plan is popular in foreign countries, especially in the United States, where stock options can account for as high as 70 percent of a CEO’s income. Further, many economists believe the stock option incentive plan optimizes corporate governance structure, improve management efficiency and enhance corporate competitiveness. On the other hand, after the Measure s on the Administration of Stock Incentive Plans of Listed Companies was issued early this ye a r, some ofthe companies turned out to have misused the incentive stock options. The result was insider dealings, performance manipulation as well as a manipulation of the company stock price.“Although the stock option incentive scheme is a frequently used tool to encourage top management, it could also be a double - edged sword especially in an immature market economy,” Li said. The SASAC is therefore taking a cautious approach, placing explicit requirements on corporate governance, the target and extent of the incentive measures, Li added.Li stated that the overseas-listed SOEs would be the first few companies that will implement the mechanism because of their sound management structure and law-abiding nature. Then the domestic listed SOEs will have the chance to embrace incentive stock options, which would be promoted if the trial results were good.Executive face-liftAs for more than 900 listed SOEs, the personnel structure of the boards of directors will pro b ably face substantial change. That’s because the plan states that if the s t o ck option incentive mechanism is going to be implemented in listed SOEs, external directors should account for half of the board of directors.The trial plan introduced the concept of external directors for the firsttime. The external director should be legally recommended by directors of listed SOEs, and should not be working in the listed SOEs or in a holding company, said the plan. However, currently, most of boards of directors of listed SOEs are not in compliance with the requirement. They have to readjust the structure of board of directors to fit in with the new mechanism.“For most of the SOEs which are liste d in the A-share market, their boards of directors are made up of non-external directors and independent directors, which means that apart from independent directors, members of board of directors are all working for the listed company or for the large sha reholder,” said Zhu Yongmin, an economist with the Central University of Finance and Economics. “If the stock option incentive mechanism is to be carried out in those companies, a large-scale restructuring of board of directors is unavoidable and external directors must be introduced into the board.”China Securities Regulatory Commission (CSRC) stipulates that an independent director is one who doesn’t hold another office beyond his job as a director, and has no such relations with major share holder that would interfere with the exercise of independent and objective judgment. “Currently, the independent directors of listed companies can be categorized as external directors,” Zhu said. “However, the definition ofexternal director is much broader than independent director. Those who work for a company which has business ties with a listed company, though they do not meet the requirements of being an independent director, but can be considered an external director.”Additionally, the trial plan also stipulates that the salary committee of listed SOEs that exercise the stock option incentive mechanism should be composed of external directors. However, for most of the listed companies, there are still non - external directors. As a result, a considerable number of listed SOEs need to transform their salary committee to fulfill the prerequisites of the stock option incentive mechanism.Avoiding over-compensationOver- compensation is something that the trial stock plan is trying to avoid as well.Therefore, th e trial plan states that domestic listed SOEs’ executives should receive no more than 30 percent of their total salary (including options and dividends). But as for the overseas-listed SOEs, the maximum incentive is 40 percent of the target salary.The trial plan also fixes the volume of incentive stock options.The trial plan states that the volume of incentive stock options should be fixed in accordance with the scale of the listed company and the number of incentive objectives. The number of share allocated may not exceed 10percent of the company’s total share capital and no less than 0.1 percent. In fact, Beijing Review was informed by the CSRC that some 20 listed SOEs also began exploring stock option incentive schemes in the first half of this year. But none of them received approval from the CSRC because their schemes revealed sharp contrast with the trial plan in terms of the scale of incentive stock options offered.Results-orientedUnder the trial plan, better performance is a must to obtain stock privileges.The number of incentive stock options that senior executives in listed SOEs can get depends on their annual performance. If they cannot fulfill the targeted objective s , the listed company may have the right to take back the incentive the stock options or purchase them back at the price at which they we re sold to the executives .Zhu Yongmin noted that the stock option incentive plan is not invariable. The directors of listed companies, senior executives, and core technological and management personnel may not get the target stock options if they fail to achieve a satisfactory performance.No freebiesFor sure, state stocks won’t be given to executives for free, under the trial plan.“The state stocks have prices,” Zheng said. “If they we re paid to senior executives for free in the name of incentive stocks, it is equal to a loss of state assets. To elaborate, the incentive stocks should be the increment of stocks that are earned by the executives for listed SOEs after the implementation of the trial plan, and should not be previous stock inventory. In short, the past is past. Only future stock increases can be used as incentive stocks.”Further, “The incentive stocks should not be paid only by the SASAC, which is the largest shareholder of all the central SOEs,” said Zheng Peimin, Chairman of Shanghai Realize Investment Consulting Co., who took part in drafting the trial plan,. “ The incentive plan should be a joint action of all share holders of a company and they should shoulder the same responsibility and enjoy equal benefit .”Already, share holders pay for salaries of directors, senior executives and technology management staff.“The incentive stocks should also be paid by all shareholders.” Zheng said. “For instance, if the govern ment, or a state owned enterprise, holds 60 percent of a listed SOE, they should only pay 60 percent of the incentive stocks and 40 percent should be paid by other share holders.”译文：国有企业高管：准备迎接股权激励计划谭卫股票期权激励计划将很快应用于国有企业管理人员，但这会带来更大的繁荣，还是新的问题？一个开创性的计划正被引入——国有企业正在实施股票期权激励计划，它可能会增强公司业绩，但它并非没有风险。

股权激励动因与实施效果的文献综述股权激励是一种雇员激励的方式，它通过让员工持有公司的股份来实现对员工的鼓励和激励，以此提高员工的自我动力和工作积极性。

本文综述股权激励的动因及其实施效果方面的研究文献。

动因一、员工动机方面1.改善员工绩效Byun等人（2014）在研究中指出，股权激励计划对员工绩效具有积极的影响，员工股份持股越多，其绩效就越好，因此，股权激励可以帮助公司激发员工的积极性和工作动力。

2.增强员工归属感王智慧等（2015）的研究表明，股权激励计划可以增强员工对公司的归属感，提高员工的忠诚度和满意度，有助于提高员工的留存率。

二、公司优化方面1.增加公司利润Desoky（2015）在研究中指出，通过股权激励计划，能够增加公司的利润，有助于提高公司的业绩表现。

2.吸引和留住人才丁宗明等（2015）的研究表明，股权激励计划可以吸引和留住优秀人才，提高企业的竞争力和核心竞争力。

实施效果一、股价表现方面1.股价上涨Datta等人（2016）的研究表明，股权激励计划能够提高公司的股价表现，从而增加投资者的投资信心。

2.影响时间因素Pixley等人（2015）则发现，股权激励对股价的影响时间因素存在滞后效应，通常在计划实施后的数年内才能达到最佳效果。

1.员工创造力Trevor等人（2013）的研究表明，股权激励计划能够对员工的创造力和创新能力产生积极影响，从而促进公司的创新和发展。

2.员工忠诚度总结而言，股权激励计划在员工动机和公司优化方面具有积极的作用，对公司的股价表现和员工绩效也有显著的影响。

因此，企业在实施股权激励计划时应根据自身的情况和目标进行选择和实施。

股权激励外文翻译（可编辑）股权激励外文翻译外文翻译原文EQUITY BASED INCENTIVESMaterial Source: Society Professionals Author: Richard DStock Incentive System SIS, is a system a company adopts to incent managers or ordinary employees. In this system, to incent managers or ordinary employees, a company will make them become stockowners by assigning a sum of stocks or stock options to them. Stock Incentive System Research on Outstanding Achievement, is a research base on the existing Stock Incentive System. This research emphasizes on analyzing the pertinency between system structure and outstanding achievement. By doing the research, the author tried to set up a pertinence relation between practicing SIS and carrying out outstanding achievement to enhance the efficiency of a Stock Incentive System. In this thesis, the research is focused on the problems of outstanding achievement deviation, capital resource for buying options or stocks, and short sight of managers. A lot of data and cases have been adopted to find out the bugs from the existing SIS and set up a new model to enhance the efficiencyof the SIS. In this thesis, the author demonstrates the following ideas.1. For the weakpertinence between stock price and outstanding achievement under the circumstance of the capital market, it is strongly recommended that the stocks from SIS not come into the market, or it will be inefficient for incenting managers, further more, it may cause risks of deceiving to incent market prices, which will ruin the company and share holders utmostly. Then how to price the incentive stocks, and how can the stocks be encashed? In chapter two, a pricing model of EVA has been set up to answer the questions. In this model, there is linearity pertinence between the stock price and EVA. While priced by this model, the increment of stocks get an only resource of outstanding achievement made by managers, which will incent managers to work hard to increase stock price. In this model, we can also find out that the capital resource for stock encashment is exercise capital and EVA. 2.An favorable exercise capital resource may be built up on capital bonus, which will enhance the efficient of SIS by forming a benign incentive circle system. This system is named Capital Bonus Exercising System. Since the capital bonus is the only resource for exercise, and we know that managers’ outstanding achievement is the only resource for capital bonus, more outstanding achievement cause more bonus, more bonus cause faster and bigger amount exercise, more exercise cause bigger share hold for managers, and bigger share hold will cause more income, which will incent managers to work harder, then a benign incentive circle system is formed. 3. Since an SIS is used to get a long-termincenting, the managers’ stock holding period must be quite long, anda rule of exercising and encashing batch by batch must be prescribed. Firstly, the holding period must be quite long to realize long-term incentive function of SIS, or it will be not better than a cash bonus. For the incentive function will vanish once encashed, the stock holding term must be set long. Secondly, options or stocks must be exercised or encashed batch by batch in the holding period. Since the managers are with cash-predilection, in the other word, short-term income favoritism, if managers cannot get income before the end of the long term, their short-term income favoritism cannot be fulfilled, and then incentive function of SIS will be weakened. To get a harmony between long-term and short-term incenting, options or stocks must be exercised or encashed batch by batch. Furthermore, this prescription dividing managers stock income into batches will prevent managers from risks of short sight, and then the company can escape from disasters like Enron and WorldCom ever met. This thesis is a pilot study on Stock Incentive System based on outstanding achievement. It insists that practising a Stock Incentive System should be able to incent managers to carry out outstanding achievement and the incentive term should be quite long. And to getthese effects, the key issues are to set up EVA models and built up a balance between short-term and long-term incenting. And most of the author’sefforts are being taken to settle these two issues.The use of equity as a key component of executive compensation is probably the most difficult and controversial issue or manage by the compensation committee of a corporate hoard of directors. In theory, equity-based compensation should drive management to behave in a manner consistent with the wishes of the shareholders. This column focuses onthe three most prevalent equity awards.Nonqualified stock options NSOs are by and large the most commonequity incentive arrangement Executives may buy stock at a specifiedprice grant for a given period of time. Compensation derived from the appreciation in the stock price between the option grant date and the option exercise date is taxed or ordinary income tax rates. NSOs can be exercised in any sequence.There is no taxable income to the executive triggered by the option grant Appreciation from the grate price is taxed at ordinary income tax rates upon exercise. For example, a grant price of $50 and an exercise price of $75 create ordinary income of $25. The company is required to withhold an executive's taxes at exercise. This can be a problem because the exercise of the option itself does not generate cash for the executive. When the executive sells the stock, any future appreciation from the exercise price to the sale price is taxed at capital gain rates.There is no tax deduction for the company as a result of granting an option. The company does receive a tax deduction equal to theexecutive's ordinary income when the option is exercised. There isno impact on the company from any subsequent sale of the stork by the executive.Advantageous to users of nonqualified stock options is the idea that such arrangements are an attempt to align executive interests with shareholder interests. There are no limitations on the amount that may be exercised nonqualified options are less dilutive than incentive stock options and the nonqualified variety offer potential for long term appreciation as the company grows. The disadvantage of a nonqualified arrangement is that executive investment is required at two different intervals-First, to acquire the stock and second, to satisfy the tax liability. Also ,NSOs dilute earnings per share through cowman stack equivalents.There is no charge to corporate earnings unless the option price is variable or is less than 100% of fair market value on the grant date, or unless the company has elected m account for stock options under FASB 123. Where FASB 123 is used, there is a charge to earnings that is calculated based on the estimated fair market value at grant dare using an option pricing mode!Incentive stock options LSOs are option plans that meet the guidelines of IRC Sec. 422. They must be granted to employees with an exercise period not to exceed 10 years. The grant price cannot be for lessthan fair market value at the time that the option is granted, andthe option cannot be transferable. ISOs with an aggregate value of$1 000000 cannot be granted to be first exercisable in any given year.The executive incurs a tax liability only when stack obtainedthrough an ISO is sold, and not when the option is exercised. Thus,gains are treated at capital gain rates, provided the executive does not dispose of the stock until the later of two years from the grant of the option or one year from receipt of the stack. As ordinary income tax rates increase, ISOs become more attractive to executives because thetax is deferred until the stock is sold.The company receives no tax deduction upon exercise, which can make ISOs an expensive equity vehicle to offer from a company point ofview .However, if the company is in a low effective tax bracket, thelack of tax deductibility may still be a fair trade for the benefit provided to the executive.A major ISO advantage is char the executive has control over the timing of the taxable event sale of stock and not exercise of the option. This provides the executive an opportunity to do better long-term tax planning, including the ability to defer income without taxation and possibly pay taxes at the lower capital gains rates. From a company perspective, the main disadvantage of an ISO arrangement is the lack ofa company tax deduction when an executive exercises an ISO. From theexecutive's point of view there are two disadvantages. The first one is the holding period of iS0 shares: the longer of two years from grantor one year from the receipt of the stuck in order to receive capital gains treatment .The second disadvantage is that the executive islimited to being granted ISOs of up to $I 00,000 that are exercisablefor the first time in any given calendar year.Finally, ISOs that have not been exercised are considered common stock equivalents and are factored into the determination of earnings per share, and they can have a dilutive cost impact on the company's earnings per share and balance sheet if the stock price appreciates.Restricted stock is an outright grant of shares to executives. This outright transfer of stock has restrictions as to the sale, transfer and pledging of the granted shares that lapse over a period of time .The restrictions can be for three or five years or for whatever time period is desired by the company. As the restrictions lapse, the executive has an unfettered right to sell, assign, pledge, encumber or do whatever he or she desires with the shares. However, if the executive terminates employment all unvested shares are forfeited. During the restriction period, the executive will receive the dividends on the restricted shares and also be able to vote the shares.To the executive, no individual income tax liability occurs when the restricted stock is granted. As restricted lapse, the current market value of vested shares is taxed as ordinary income. Dividends received during the restriction period or otherwise are taxed as ordinary income.译文股权激励资料来源::金融协会作者:Richard D.股权激励制度,是指企业采取授予管理人员或普通员工在未来一段时间内以某一事先规定的价格购买本公司一定比例股票的权利,或者直接授予管理人员或普通员工本公司一定比例的股权,从而试图达到激励管理人员或普通员工目的的制度选择。

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried and Walker, 2002; Cheffins and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Cheffins and Thomas, 2004). Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,〞characterized by high incentives and very lucrative compensation mechanisms (e.g., Cheffins, 2003; Cheffins andThomas, 2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incentive plans (Cheffins and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increa sing disparity between CEO’s pay and that of rank-and-file workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option grants (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments until the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and in centive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can be described as a system of “weak managers, strong blockholders, and unprotected minority shareholders〞(Melis, 2000: 354).The board of directors is tra ditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of di rectors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Zattoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensati on scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and shareholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权鼓励方案在意大利上市公司扩散过去的研究提醒了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异〔例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007〕。

中文3400字外文文献原文题目：上市公司股权激励问题研究Listed Companies Incentive Research1、Overview of equity incentive1.1 The definition of equity incentiveEquity incentive is obtained in the form of company shares by operators to give business owners a certain economic rights, enabling them to participate in corporate decision-making capacity as shareholders ﹑ risk, profit-sharing, so that due diligence services for the company's long-term development of an incentive method .1.2 The role of incentive stock options1.2.1 The incentivesSo be excited owned a minority share of enterprises with equity this link will be excited with the interests of those companies closely tied together, to achieve long-term incentive for operators to enable them to actively andconsciously in accordance with established enterprise requires that the target in order to achieve corporate interests and maximize the interests of shareholders and work hard, releasing the potential value of their human capital, improve capital operational efficiency, increase productivity, enhance cohesion and minimize monitoring costs.1.2.2 Confinement effectConstraints role is mainly manifested in two aspects, one is excited because the owner has been formed by "a prosperity, a loss for both sides," the interests of the community, if the operators do not work hard or because of other reasons, to the detriment of the interests of enterprises, such as the emergence losses, the operators jointly with other shareholders share the same loss of business; the second is through a number of constraints (such as restricted stock) so that those who can not lightly be excited to leave --- if they are excited by leaving before the contract expires, it will lost a small fortune vested economic interests. 3. Stability and winSince the equity incentive tools for incentive target vesting conditions are included with limited service period,it can not easily leave. Especially for executives and technology backbone, the backbone of sales and other "key employees" equity incentive efforts tend to be larger, so the equity incentive for stability "key employees" role is relatively obvious. Enterprises and employees to achieve a long-term stable cooperation, combining to form a community of interests and win-win for individuals and businesses.2、The problem and cause analysis of listed companies equity incentive2.1 A listed company equity incentive Problems2.1.1 The implementation of restricted stock incentiveFrom December 20, 2007 start of the second batch of incentive, a total of 26 listed companies announced equity incentive plan, as of the end of 2008 all 26 company's share price fell below the exercise price. But unlike 2008, in 2009 only two companies to cancel and deny the equity incentive plan. 2008 between a high proportion of the company proposed a termination causes the implementation of restricted stock incentive plan, mapping out from the other side, there are some issues of equity incentive implementation process inevitable.2.1.2 Assessment of equity incentive target singleFound from the table below, the vast majority of listed companies is currently the object of the assessment is based on incentive-based accounting indicators, and most of the company adopted the 2-3 financial indicators, ie mainly in the net profit growth, return on net assets was the main indicators. Presence resign cash incentive target behavior. Along with executives of listed companies is a large number of equity incentive boom executives to resign cash. 2007 Annual Report of the shares of three flowers disclosures show that in March 2006 the resignation of a former vice president of the company, two directors, 2007 were reduced holdings of shares held by all three spent 88.83 million shares and 50.10 million shares; the company's former chairmanin April 2007 resigned as chairman and director, 5,650,000 shares of its order, "senior shares" form has been automatically locked unlocked in the November 9, 2007, to obtain tradable. Although executives of listed companies can not assert that the main reason for the resignation is to cash in, but does have a large number of shares of a listed company but does not have a controlling interest motives executives exhibited strong cash holdings worth alert.2.2 Equity Incentive Cause Analysis of Listed Companies2.2.1 The stock option exercise price is set improperly influence the incentive effectStock option plan can achieve the incentive for operators as well as the degree of excitation depends on the development of the exercise price, the exercise price and the right line again equity incentive is based on the company's stock price. When the market effectively, operators work hard to enable enterprises to enhance the performance, stock prices can reflect this change, the operator will be able to profit through the exercise of stock options and therefore be able to achieve excitationfunction. If the market is not valid, the stock prices on the operator's operating performance and business value is not sensitive to reflect or even negative changes in the stock price depends not only on factors that efforts managers themselves, macroeconomic, industry and other effects on stock prices are very large, which there may be significant variation in the development of the exercise price, the operator may operate through efforts to improve the performance of the company, after rising corporate value, while the stock price has not fully reflected, which would harmthe interests of the operator's option dampen their enthusiasm. Therefore, the price should be set at Excluding the impact of stock option system factors, overall economic fluctuations during dynamic exercise price is determined, enhance the effectiveness of incentive stock options.2.2.2. The enterprise performance evaluation system is imperfectCurrently launched equity incentive program, the factors considered by the operator performance evaluation is not comprehensive, focused primarily on the evaluation of financial performance (using only the financial indicators), indicator is relatively simple, almost are ROE and net profit growth for the evaluation. Financial evaluation reflect only the results do not reflect the process will result in an excessive focus on the history of corporate management, and the lack of future performance prediction, one-sided pursuit of profitability temporarily obtain and maintain short-term financial results, contributing to its quick success and short-term speculative behavior . So that investors can not fully understand the business situation is not conducive to optimal allocation of capital, partly the result of excessivefocus on financial performance of the enterprise, while ignoring relevant matters affecting the long-term development of enterprises. Therefore, in the assessment and evaluation of incentive targets should also be added to the non-financial indicators.2.2.3 Equity Incentive mechanism is not perfectInternal governance structure of listed companies is a bit confusing, ownership of the property rights system resulting in the absence of confusion, a lot of executive directors of listed companies to participate in the decision-making of the Remuneration Committee, the Chairman of the Remuneration Committee led by the chairman or part-time parent, that the development of Executive Incentive Plan members of the "remuneration Committee" overlap with senior executives enjoy incentives, in essence, become his own incentive to develop their own standards.Makers with the incentive target equity incentive plan no separation, coupledwith the lack of effective supervision of shareholders, resulting in a lower equity incentive threshold, executives were generally enjoy the incentive, equity incentive becomes a disguised equity dividends. In the designof the exit mechanism and associated restrictions on the more relaxed, equity incentive shorter validity period, executives in the short term will be able to get a lot of benefits through exercise, a phenomenon with a long-term equity incentives contrary, so China's listed companies equity incentive plan for internal constraints useless.3、The shares of listed companies the incentive problem solving strategies3.1 Improve the corporate governance structureCorporate governance is imperfect, the introduction of equity incentive under "internal control", the operators set their own salary for a given situation stocks, damage to the company and shareholders interests inevitable. Sound corporate governance structure of listed companies is an important basis for the healthy operation of the system, but also the role of equity incentives necessary condition for the establishment of an independent director system, supervisory board on major issues of personnel, payroll, and other strategic decisions of legality, impartiality, independence; set up a board system to ensure that the overall interests of the internal corporate governance-related decision-makinglevel, the Board of Directors for the company, but also to ensure the supervision of the management of the Executive Board of the effectiveness of decision-making and more; the establishment of internal control system, the business activities of the enterprise to effectively control ; set up an audit committee system of internal financial operation mechanism effectively regulated. In order to avoid the Supervisory Board and board personnel due to the long "run" so that constraint failure, the Board of Supervisors should adopt the rotation system, every three years or five years to conduct a personnel adjustments.3.2 Improve the independent director systemChina's listed companies are hired basically independent directors of listed company's internal business play a supervisory role, but the time of the introduction of the independent director system is short, various ancillary systems and the external environment is not perfect, to a certain extent, restricted its full play. Many companies are major shareholders or management proposed by the independent director candidates to the Board, on behalf of the board of directors nominated again, this mechanism is difficult toguarantee the nomination of independent directors independent of the major shareholders and management, independent directorsindividual independence and the independence of the whole affected, resulting in weakening of the board control. There are a lot of independent directors lack experience in corporate management, are not familiar with the operation of the enterprise, it is difficult to assume the important task of supervising the business operation, but also for a variety of considerations listed companies, try not to provide less detrimental to the company's offer information, even deliberately not notified of independent directors to attend board meetings, causing the independent directors can not get enough information, resulting in right of independent directors is difficult to be assured that it is difficult to play its role.3.3 The implementation of the concept of corporate culture Incentive3.3.1 Shaping corporate culture inspired by the spirit.Corporate culture is the sum of the spirit of enterprise culture, institutional culture and material culture, is suitable for the characteristics of the philosophy of theorganization long-term business development process gradually, due to the excellent corporate employees can bring a strong sense of belonging, pride and positive mental state, so the corporate culture has become an important means of shaping contemporary entrepreneurship incentives. After the employee into the enterprise, regular staff training enterprise value, philosophy and often organized team activities within the enterprise, enhance the sense of honor, so that employees truly appreciate the individual and the collective community formation, so that employees have the power to dedicate to companies contribute their abilities.3.3.2 The use of corporate contributions to enhance their sense of belonging value methodEnhance their sense of belonging to the cumulative contribution value by establishing enterprise employees archives way, every employee will be set into the enterprise's contribution to the value of their corporate archives, unified management by the Ministry of Personnel. Companies must have a complete evaluation system, the basic idea is the contribution of staff of the enterprise value divided by thecumulative contribution reflects the value of the contribution of each one into a value.In the scoring system set up team points and individual points system, the two do not conflict, you can repeat accumulate. Each workshop or department can become a team, business has a corresponding assessment indicators for each team, each team has a minimum monthly for 10 points, that overall absenteeism rate within the normal range can be obtained; financial performance, if the team can complete the task monthplus 50 percentage points higher than the target will be reflected in the extra points, for example, if the target production workshop this month 100 products and defective rate below 2%, the actual completion of 200 products and defective rate below 2%, the month everyone on the team will add points 50 + 50 × (200- 100) / 100 = 100.End of each year for accounting and personnel departments and various departments each year for contributions to the value of the enterprise, while the cumulative contribution value is calculated according to the level of contribution to the value determined when the companies named a number of excellent staff and excellent team of the year, due to thenature of each department, employee the number of different factors such as the proportion of outstanding employees have assigned different personnel department needs to be weighed carefully. Excellent staff and excellent team for the annual contribution to the value of the bonus points there, while accompanied by material incentives (such as cash incentives, equity incentives, etc.文献译文题目：上市公司股权激励问题研究一、股权激励概述(一)股权激励的定义股权激励是通过经营者获得公司股权形式给予企业经营者一定的经济权利，使他们能够以股东的身份参与企业决策﹑承担风险、分享利润，从而勤勉尽责地为公司长期发展服务的一种激励方法。

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages ofmanagers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk,Fried and Walker, 2002; Chef?ns and Thomas, 2004; Zattoni, 2007). In the UK and,above all in the US, remuneration encompasses a variety of components, and shortand long term variable pay carries more weight than elsewhere (Conyon and Murphy,2000). In other countries, however, fixed wages have always been the main ingredient-term pay has become morein top managers’ pay schemes. Over time, variable shortsubstantial and the impact of fringe benefits has gradually grown. Notwithstanding,incentives linked to reaching medium to long-term company goals have never beenwidely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone anappreciable change as variable pay has increased considerably, even outside the USand the UK. In particular, managers in most countries have experienced an increase inthe variable pay related to long-term goals. Within the context of this general trendtoward medium and long-term incentives, there is a pronounced tendency to adoptplans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers ofthe diffusion of long term incentive plans seem to be some recent changes i n theinstitutional and market environment at the local and global levels. Particularlyimportant triggers of the convergence toward the US pay paradigm are both marketoriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate ortax regulation (Chef?ns and Thomas, 2004).Driven by these changes in theinstitutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Chef?ns, 2003; Chef?ns and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when itis hotly debated at home. In particular, the critics are concerned with both the level ofexecutive compensation packages and the use of equity incenti ve plans (Chef?ns andThomas, 2004). Critics stressed that US top managers, and particularly the CEOs,receive very lucrative compensation packages. The ’80s and ’90s saw an increasing-and-?le workers. Thanks to this effect,disparity between CEO’s pay and that of ranktheir direct compensation has become a hundred times that of an average employee(Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’　ntsand executives’ compensation are annual bonuses and, above all, stock option gra(Conyon and Murphy, 2000). Stock option plans have recently been criticized byscholars and public opinion because they characteristically are too generous andvalue (Bebchuk et al., 2002;symptomatic of a managerial extraction of the firm’sBebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equityincentive plans, this paper aims at understanding the reasons behind the disseminationof stock option and stock granting plans outside the US and the UK.The choice toinvestigate this phenomenon in Italy relies on the following arguments. First, the largemajority of previous studies analyze the evolution of executive compensation andequity incentive plans in the US and, to a smaller extent, in the UK. Second,ownership structure and governance p ractices in continental European countries aresubstantially different from the ones in Anglo-Saxon countries. Third, continentalEuropean countries, and Italy in particular, almost ignored the use of theseinstruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on thediffusion of equity incentive plans: 1) the optimal contracting view, which states thatcompensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states thatpowerful insiders may influence the pay process for their own benefit (Bebchuk et al.,2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons w hy ItalianTo gain alisted companies adopted equity incentive plans since the end of the ’90s. deep understanding of the phenomenon, w e collected data and information both onthe evolution of the national institutional environment in the last decade and on thediffusion and the characteristics (i.e., technical aspects and objectives) of equityincentive plans adopted by Italian listed companies in 1999 and 2005. We used bothlogit models and difference-of-means statistical techniques to analyze data. Ourresults show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’　characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationalesbehind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adoptedto take advantage o f large tax benefits, and that in some occasions they may havebeen used by controlling shareholders to extract company value at the expense ofminority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. Onandthe one hand, they declared that plans were aimed to align shareholders’　managers’ interests and incentive value creation. On the other hand, thanks to the lackof transparency and previous knowledge about these instruments, companies usedthese mechanisms to take advantage of tax benefits and sometimes also to distribute alarge amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equityincentive plans please stakeholders –for their implicit alignment of interests andincentive to value creation –without implying a substantive improvement of governance practices.。

原文：The Diffusion of Equity Incentive Plans inItalian Listed Companies: What is the Trigger?INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried and Walker, 2002; Cheffins and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Cheffins and Thomas, 2004). Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Cheffins, 2003; Cheffins and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incentive plans (Cheffins and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increasing disparity between CEO’s pay and that of rank-and-file workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option grants (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments until the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and incentive value creation. On the other hand, thanks to the l ack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.THEORETICAL BACKGROUNDCorporate Governance in Italian Listed Companies Italian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can be described as a system of “weak managers, strong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of directors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and ince ntive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).The Evolution of Italian Institutional Context in the Last DecadeThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Zattoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the top management’s compensation scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigatemanagerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and shareholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).Source:Alessandro Zattoni and Alessandro Minichilli,2009. “The Diffusion of Equity Incentive Plans in Italian Listed Companies: What is the Trigger?”.Corporate Governance: An International Review, vol.17, pp.221-223.译文：股权激励计划在意大利上市公司扩散，什么是触发器？简介过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异（例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007）。