股权激励方案落地执行
十年股权整理解决方案落地实施

股权设计的本质，是基于三个基本的规则：人规则+权规则+钱规则。人规则，涉及怎么搭班子；权规则，涉及公司的治理结构；钱规则，则涉及利益分配机制。在现实生活中，大家往往关注钱规则和权规则，人规则却被大大地忽略了，从而给公司带来巨大的隐患。我们先来看一个案例。小明和小马是MBA同学，在读书期间，大家志趣相投，毕业后俩人决定一起创业，算了一下，投资额大约100万左右。可是俩人想方设法只凑够了40万，还差60万。后来他们又找了一个土豪朋友作为天使投资人，投了60万。

The essence of equity design is based on three basic rules: person rule+right rule+money rule. Human rules involve how to form a team; Power rules, involving the governance structure of the company; The money rule involves a mechanism for distributing benefits. In real life, people often focus on the rules of money and power, while the rules of people are greatly ignored, which brings huge hidden dangers to the company. Let's first take a look at a case study. Xiaoming and Xiaoma are MBA classmates. During their studies, they shared similar interests. After graduation, the two decided to start a business together. Calculated, the investment amount is about 1 million yuan. But the two of them managed to scrape together only 400000 yuan, leaving a gap of 600000 yuan. Later, they found a wealthy friend as an angel investor and invested 600000 yuan.

早期的时候，大家也没想那么多，股份就按照出资额划分，出多少钱就占多少股。然后，大家激情澎湃地开干了，也没什么问题。但是做着做着，两位创始人就开始心里有点不平衡了——自己每天起早摸黑地干，几乎全年无休，家也顾不上，而投资人一年到头也没在办公室出现几次，大家的付出极度不平衡。虽然两位创始人拿了工资，但是那几千块的薪水就只能够基本生活，自己起早摸黑地把公司拉上了正轨，到头来发现自己还是小股东，而且当初大家拿的股权价格还都是一样的。一波不平，一波又起。做了两年，公司开始盈利，在本土积累了一定的品牌知名度。

In the early days, people didn't think too much about it, and shares were divided according to the amount of capital contribution, with the amount of money contributed holding as many shares as possible. Then, everyone enthusiastically started working without any problems. But as they continued to do so, the two founders began to feel a bit unbalanced - they worked in the morning and evening every day, almost year-round, and couldn't take care of their homes, while investors didn't appear in the office a few times a year, and everyone's efforts were extremely unbalanced. Although the two founders received salaries, the few thousand yuan salary was only enough for basic living. They got up early and worked hard to get the company back on track, only to find out that they were still minority shareholders and that everyone had the same equity price in the beginning. One wave of injustice rises again. After two years of operation, the company began to make profits and accumulated a certain level of brand awareness in the local market.

然后，有投资方找上门来了。小明和小马一直苦于没有资金去做推广，此时有资金进来的话，就能有更多的资源投入，快速拓展市场。但是这又面临一个问题——如果投资人进来，大家的股权就都被稀释了。首先天使投资方就不同意，而创始人团队觉得自己更亏，本来俩创始人股份就小，心里就已经极度不平衡了，如果再稀释的话就更少了。另一方面，投资人谈了几轮后，发现天使投资占了60%，就都退缩了。教育培训是轻资产公司，投资人主要是看经营团队，然后发现公司最大股东竟然是天使投资人，觉得这事不靠谱。后来就不了了之。

Then, an investor came knocking on the door. Xiaoming and Xiaoma have been struggling with a lack of funds for promotion. With the influx of funds, more resources can be invested to quickly expand the market. But this also faces another problem - if investors come in, everyone's equity will be diluted. Firstly, the angel investors did not agree, and the founding team felt that they were even more at a loss. The two founders already had small shares and were extremely unbalanced in their hearts. If further diluted, it would be even less. On the other hand, after several rounds of negotiations, investors found that angel investment accounted for 60% and withdrew. Education and training is a light asset company, and investors mainly look at the management team. However, they found out that the company's largest shareholder is actually an angel investor, which they think is unreliable. Later, it was left unresolved.