股权激励方案落地执行
十年股权整理解决方案落地实施

1、要公司开工资

1. Ask the company to provide salaries

法定代表人实际参与公司经营，付出了劳动，应当要求公司支付工资，其他的股东未在公司任职，就不能发工资。

The legal representative who actually participates in the operation of the company and has put in labor should be required to pay wages by the company. Other shareholders who are not employed by the company cannot receive wages.

如此一来，才能体现出责、权、利相一致。

Only in this way can the consistency of responsibility, power, and benefit be reflected.

2、股东会同意免责

2. The shareholders' meeting agrees to exempt from liability

让股东会做一份决议，法定代表人按照公司的章程或者股东会决议履职。

Let the shareholders' meeting make a resolution, and the legal representative shall perform their duties in accordance with the company's articles of association or the shareholders' meeting resolution.

如果公司由此遭受的损失，法定代表人不承担赔偿责任，如果法定代表人个人因此遭受的损失，公司予以全额赔偿，公司不足清偿的，由其他股东补偿。

If the company suffers losses as a result, the legal representative shall not be liable for compensation. If the legal representative personally suffers losses as a result, the company shall provide full compensation. If the company is unable to repay the debt, other shareholders shall compensate.

3、约定退出机制。

3. Agreed exit mechanism.

在章程里面写明：

In the articles of association, it is stated that:

1，法定代表人任职期限三年，任职期限届满，股东应当召开股东会作出决议，重新选举任命新的法定代表人，除非现任法定代表人同意继续履职。

1. The term of office of the legal representative is three years. Upon the expiration of the term, shareholders shall convene a shareholders' meeting to make a resolution to elect and appoint a new legal representative, unless the current legal representative agrees to continue to perform their duties.

2，法定代表人若已经将股权转让并提出辞职，股东应当召开股东会作出决议，重新选举和任命新的法定代表人，除非现任法定代表人同意继续履职。

2. If the legal representative has already transferred the equity and submitted resignation, the shareholders shall convene a shareholders' meeting to make a resolution, elect and appoint a new legal representative, unless the current legal representative agrees to continue to perform their duties.

3，同时应当约定如果未召开股东会时有什么救济的途径，比如默认有持股比例最多的股东担任新的法定代表人。

3. At the same time, it should be agreed on what remedies are available if a shareholders' meeting is not held, such as assuming that the shareholder with the highest shareholding ratio serves as the new legal representative.

4，处理好竞业禁止义务。法定代表人负有竞业禁止的法定义务，除非股东会同意，否则不能从事与公司相同类的业务。

4. Handle non compete obligations properly. The legal representative has a legal obligation of non competition and cannot engage in the same type of business as the company unless approved by the shareholders' meeting.