| The system of stock option, as an effective mechanism of encouragement and restriction is a kind of designs and arrangements on system inside the listed company. It mainly in order to solve the problem about the cost of agency by agreement that is caused by the separation of the management power from the ownership power of the company. First this dissertation explains the basic meanings of stock option, formulation and development of the system and its domestic and international practice. It lays stress on four typical patterns in the process of carrying out the system of stock option. Taking the system of the stock option of USA which of typical significance as an example, the four main stages in the plans of stock option have been concretely expounded: Vest, Authorize, Execute and Dispose. From the angle of the contract the theory of the law of contract is used to analyze the course of implementing the plan of stock option, and the agreement of stock option is regarded as the contract enclosed the conditions that can come into force. On the initial stage of implementing stock option, a series of declarations made in the written agreement that the company sends to the staff are considered to be offer-sending stage. One of specific staff receives the agreement that the company sends out, if the one has not put forward the objection within fixed time limit and sent the stamped signature of the agreement to the company as requested, which should be viewed as agreeing to the company, namely coming to be an acceptance of offer. And the agreement of stock option is established. At this moment staff can not execute the rights and obtain the option stocks, but must wait until on the authorization day when the enclosed conditions are tenable, and the agreement could come into force. These enclosed conditions mean that the income people of the option are continued to be employed and work hard within the limited time that company requested during the period of executing rights, the company makes over the option stocks which quantity is appointed and the staff continuously offer their labor and pay for purchase of the stocks within the stipulated time, and the agreement is fulfilled. In addition, when presenting the situations that the change takes place in the company, staff s employer-employee relationship are ceased or the option price is lower than the price made while executing the rights, etc, the plan of stock option should be adjusted. Therefore this contract is established in vesting period, come into force on the authorization day and fulfilled andfinished on executing rights day. The company management obligations at these stages have been described in detail: disclosure, delivery notice and attention of the information, etc. It probes into and expounds for some essential problems of the theory of law science about stock option on the basis of above-mentioned contents. First, Legal Nature. Presently there are Constitutional Right, Expectant Right and Obligatory Right, three kinds of views mainly in the academia; However, different views concerning this theory are advanced in this dissertation: the external and internal characteristics of stock option are particularly emphasized in the viewpoint of Constitutional Right. In the opinions of Expectant Right and Obligatory Right, only the static analysis on it's nature is carried on , but the particularity of stock option is ignored. Stock option should be considered as a kind of special modes of right and placed in the dynamic course of implementation of the plan and changed its right nature with the constant change of legal relation that it depends on. During the period before the enforcement and after establishment of the contract the enclosed conditions are unavailable ,the nature of stock option is Expectant Right; And where the contract has been come into operation and has not been fulfilled and finished, It is Obligatory Right. Second, Legal Characteristic. Stock option is a legal act of mutual obligati... |
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