ESOP是我国目前国有企业公司制改造过程中推行的一项创新制度,但在运作的过程中往往面临主体、资金、操作等实际问题。将信托制度应用于这一改革过程,可以在一定程度上解决主体定位问题、融资渠道的问题及对企业的经营管理等问题。但是,必须要对整个过程进行法律的监控,保证其在规范健康的轨道上运行。 ESOP is an innovation system implemented in the reform of state-owned enterprise system in our country at present. However, ESOP is often confronted with practical problems such as subject, fund and operation during its operation. Applying the trust system to this reform process can solve some problems such as the main body positioning problem, the financing channel and the operation and management of the enterprise to a certain extent. However, the entire process must be legally monitored to ensure its functioning on a normative health track.