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With the continuous development of China’s economy and the pace of reform and opening up,the reformof the main financing intermediary-commercial banks is also urgent.To establish a modern joint-stock commercial banks which has good service and efficiency,the power of human capital can not be ignored,because human capital is the real source of corporate wealth.As we all know,under the traditional system,the incentive of commercial banks to talent still remain in the administrative incentive and short-term financial incentives,this traditional way is more inclined to short-term extensive incentive,easy to cause short-sighted bank staff and talent loss,"Lazy behavior" and "opportunism" can not be avoided to some extent,and will bring hidden dangers to the development of banks.Equity incentive is the shareholders share the "residual claim" with the employees,so that the interests of both sides maintain a certain degree of synchronization,and build incentive and compatibility mechanisms to allow employees to work harder to reduce the "moral hazard",to retain talent to enhance the performance of enterprises.In the West,equity incentive system is already more mature,and China is still in the process of exploration.From 2006 onwards,China’s scholars to explore the incentive to continue,but did not get a consistent conclusion,and the implementation of the results as expected.Nevertheless,according to domestic and foreign scholars found that most scholars and enterprises to equity incentive or a positive attitude.Equity incentive as an incentive mechanism,will become an important part of corporate governance.The article selected the China Merchants Bank employee stock ownership plan as a case for analysis.Before the analysis of the case,the article first introduces the three basic theories of equity incentive and five kinds of major incentive modes,and then summarizes the development process and the present situation of the commercial banks’ equity incentive from the environment of commercial banks.On the basis of the above,this paper analyzes the background,the content of the scheme,the market performance of the scheme and the internal and external influence of China Merchants Bank.Finally,the article concluded that the time of China Merchants Bank to start employee holdings has been basically mature.And from the case of China Merchants Bank employee holdings we can not only get empirical experience and also provide a reference.for other commercial banks to carry out staff holdings.