事實上，在股權激勵授予的實踐操作中，大多數的企業家都已經意識到協議存在的重要性，也都清楚“口說無憑”的危害性。
In fact, in the practical operation of granting equity incentives, most entrepreneurs have realized the importance of agreements and are also aware of the harm of "relying solely on words".
但遺憾的是，即便在股權授予之初，公司已經寫下了相應的約定，但是由于沒有機構的協助下，該等約定也往往是語焉不詳，不清不楚，一旦發生事情，無法解釋其中的問題。那么關于員工股權激勵中的“離職回購”，從企業角度而言，該怎么寫？需要寫明哪些內容？這是企業必須清晰的問題。下面
濟南合伙設計公司人員為你分析：
Unfortunately, even though the company had already written corresponding agreements at the beginning of the equity grant, without the assistance of professional institutions, these agreements are often vague and unclear, and once something happens, it is impossible to explain the issues involved. So, from the perspective of the enterprise, what should be written about the "resignation repurchase" in employee equity incentives? What content needs to be clearly stated? This is a problem that enterprises must be clear about. Below, the personnel from Jinan Partnership Design Company will analyze for you:
1、明確設定回購條件
1. Clearly set repurchase conditions
回購條件是判斷回購是否觸發的客觀依據，這個依據是在股權授予的時候就應該設定好的，是企業發動對員工所持股權回購的啟動按鈕。當然，我們所討論的回購是關于員工的“離職回購”，主要是對員工“離職”的各種情形加以明確界定，對于因為公司所導致的原因進而回購不在這里闡述，因為在企業實施員工股權激勵的過程中，回購股權的情形肯定不止員工“離職”還有其他因素。當然，無論任何情形的回購，都必須有明確的回購條件作為判斷依據。
The repurchase conditions are the objective basis for determining whether the repurchase is triggered, which should be set at the time of equity grant. They are the trigger button for enterprises to initiate the repurchase of employees' equity. Of course, the repurchase we are discussing is about the "resignation repurchase" of employees, mainly defining the various situations of employee "resignation". The repurchase caused by the company's reasons will not be elaborated here, because in the process of implementing employee equity incentives in enterprises, the situation of repurchasing equity is definitely not only related to employee "resignation" but also other factors. Of course, regardless of the repurchase situation, there must be clear repurchase conditions as the basis for judgment.
2、明確受讓人
2. Clarify the assignee
在股權激勵的實踐操作中遇到的多數情況是公司對離職回購確有約定，包括員工個人原因導致的回購以及公司原因導致的回購，但是往往都沒有受讓人的約定，也就是究竟誰來回購這個股份，只是“員工離職時應轉讓其所持公司股權”之類的簡單表述。這會導致即使有了協議回購條件，由于內容不夠全面，也是用處不大。
In the practical operation of equity incentives, most of the situations encountered are that the company does have agreements on buybacks after resignation, including buybacks caused by personal reasons of employees and buybacks caused by company reasons. However, there is often no agreement on the transferee, that is, who will repurchase this share, only simple expressions such as "employees should transfer their company equity when leaving". This will result in even if there are conditions for negotiated repurchase, the content is not comprehensive enough and is not very useful.
3、明確回購價格
3. Clarify repurchase price
轉讓價格在整個回購流程中，是為重要的。很難想象一個未確定價格的股權轉讓的存在，離職回購同是如此。在回購條件觸發的情況下，公司或其他股東有權對離職股東所持有的股權予以回購，但必須給予相應的對價。但如何確定價格這可以在協議中約定，可以由股東和公司協商確定，或者在協議中約定在退出的時候以一家具有法定資質的資產評估機構評估目標公司在股東退出之時的凈資產，根據凈資產與股東的持股比例，計算出股東的轉讓價格。當然，如果前期沒有約定好，缺乏對價約定的回購將面臨難以操作的尷尬境地，因此，關于“離職回購”的股權轉讓價格，必須在事先的約定中加以明確。
The transfer price is crucial throughout the entire repurchase process. It is difficult to imagine the existence of an undetermined price for equity transfer, as is the case with exit buybacks. In the event of triggering repurchase conditions, the company or other shareholders have the right to repurchase the equity held by the departing shareholder, but corresponding consideration must be given. But how to determine the price can be stipulated in the agreement, which can be determined through negotiation between the shareholders and the company, or it can be stipulated in the agreement that a legally qualified asset evaluation agency will evaluate the target company's net assets at the time of shareholder exit, and calculate the shareholder's transfer price based on the ratio of net assets to the shareholder's shareholding. Of course, if there is no agreement in the early stage, the repurchase without consideration agreement will face an awkward situation that is difficult to operate. Therefore, the equity transfer price for "resignation repurchase" must be clearly stated in the prior agreement.
4、明確辦理流程
4. Clarify the handling process
關于辦理流程背后的核心要義有兩個：股東資格的喪失時點和配合辦理變更登記的義務產生。當前司法實踐中，“人走股留”或是“離職回購”條款的有效性幾無爭議，爭議往往產生在離職員工的股東資格喪失時點上。是離職當時即喪失股東資格，還是辦妥轉讓手續方視為喪失股東資格？司法實踐的看法不一，裁判觀點也大相徑庭。我們建議，在事先的約定之中就明確載明“一旦離職，員工自離職當日即喪失公司股東資格”等類似表述，以此明確“離職回購”中的股東資格喪失時點，清晰界定公司與離職員工之間的關系，特別是相關股東權利享有與否的界定。當然，一旦發生“離職回購”并且明確喪失股東資格，離職員工配合辦理相應變更登記當屬應有之義，事先約定中也可對相關時限流程等加以明確。
There are two core points behind the handling process: the time point of loss of shareholder qualification and the obligation to cooperate in handling change registration. In current judicial practice, there is little controversy over the validity of clauses such as "retention of shares by individuals" or "buyback after resignation", which often arises at the time when the shareholder qualification of the departing employee is lost. Is it the loss of shareholder qualification at the time of resignation, or is it the loss of shareholder qualification only after completing the transfer procedures? The opinions on judicial practice vary greatly, and the viewpoints on adjudication also differ greatly. We suggest that similar expressions such as "once an employee resigns, they will lose their company's shareholder qualification from the date of resignation" should be clearly stated in the prior agreement, in order to clarify the time point of shareholder qualification loss in the "resignation repurchase" and clearly define the relationship between the company and the resigning employee, especially the definition of whether the relevant shareholder rights are enjoyed or not. Of course, once a "resignation repurchase" occurs and the shareholder qualification is clearly lost, it is necessary for the departing employee to cooperate in handling the corresponding change registration. The relevant time limit process can also be clearly specified in the prior agreement.
無論呈現為任何表現形式的協議約定，都需要對回購條件、明確受讓人、回購價格和辦理流程加以明確約定，不能有任何的遺漏。任何一個回購要素的缺失，都將可能導致未來回購觸發時實際操作上的重重障礙。所有這個事兒要重視起來，更多事項就來我們網站
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No matter what form of agreement is presented, it is necessary to clearly stipulate the repurchase conditions, transferee, repurchase price, and processing process, without any omissions. The absence of any repurchase element may lead to numerous obstacles in the actual operation of future repurchase triggers. All this matter needs to be taken seriously, and more matters will come to our website http://www.yunjingwu.com.cn Take a look!
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