It's quite a clever way of doing it so that the directors actually have to pay the "market price" (at the time) for the shares BUT not immediately. For the SHrs the benefits are :-
- the directors do not get the shares free
- they have an incentive to not only get the SP up but also incur a risk (for their potential reward) i.e. if the SP goes down the loan could be higher than the share value.
