90年代以后，由于美国的股票市场、税收政策以及会计准则等都有力地促进了股票期权计划的发展，使股票期权在激励经理人员以及协调经营者与股东之间的利益关系等方面都发挥了良好的作用。但是，这一计划的实施并不完美，在实践中也暴露出许多不可忽视的问题，如经理人员的报酬与公司业绩脱节、激励作用弱化、股东利益受到损害等等，这些问题在西方引起广泛的关注与争论，同时对我国的公司治理也有一定借鉴与启示。 Since the 1990s, due to the stock market, tax policies and accounting standards in the United States, the development of the stock option plan has been strongly promoted and the stock options have been played in motivating the managers and coordinating the interests of the managers and shareholders. Good effect. However, the implementation of this plan is not perfect. In practice, many problems that can not be neglected are exposed, such as the dissatisfaction of manager’s remuneration with corporate performance, the weakening of incentive and the damage to shareholders’ interests. These problems are widespread in the West At the same time, it also has some reference and enlightenment to our country’s corporate governance.