The executive stock option mechanism connects manager s personnel and the market value of the company to lower the agency cost,increase the social welfare,stock option was subjected to worship with the western nation of the American leader.

There exist many differences between American and Japanese executive incentive modes, though work efficiencies of these two countries s executives are first level.

The main reason that results in the failure of the high-level professional managers in carrying out the organizational revolution is the shortage of the corresponding cultural revolution.

Using the dynamic game analysis, this paper makes an attempt in building a dynamic model of incentive and control mechanism for high-level managers and points out that by establishing the optimized incent.