What should EOT-owned companies watch out for when setting up a share plan?

There are five recurring issues:

Share class — the EOT must retain rights to the majority of ordinary shares, votes, dividends and assets on a winding up, so using a separate class for the share plan needs careful design.
Valuation — deferred EOT payments can depress share value initially, which can make it a good moment to implement a plan, but EOT companies often have strong financials so value should not be underestimated.
Excluded participators — employees holding 5% or more of any share class are excluded from proceeds if the company is later sold.
Internal share market — without an exit route, liquidity has to be created deliberately.
Dividends — these should not be paid on employee plan shares until the EOT debt has been repaid.