A benefit plan for company employees that gives the employees benefits that would come from holding company stock, without actually giving any stock to these employees.  The employees would receive benefits if the stock performed well over a certain amount of time.  This is a way for companies to provide a bonus and incentive for employees, without granting them any of the specific benefits that would come from actually being a shareholder.  The rules and payout arrangements are similar to that of a deferred compensation plan.
Related information about phantom stock plan:
- Phantom Stock Plan Definition | Investopedia
 An employee benefit plan that gives selected employees (senior management)   many of the benefits of stock ownership without actually giving them any ...
 
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 Aug 25, 2010 ... A phantom stock plan typically does not require investment or confer ownership,   ... In making awards under a phantom stock plan, there is a ...
 
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 This Phantom Stock Plan, (the "Plan"), of Texas Oil & Chemical Co. for a select   group of management personnel is intended to advance the best interest of   Texas ...
 
- Why A Phantom Stock Plan Can Help Your Company | Startup Lawyer
 Sep 17, 2007 ... Under a phantom stock plan, the company grants a certain amount of stock units   to key employees. Each unit equals the value of a current ...
 
- What Are Phantom Stock Plans and Stock Appreciation Rights (SARs)
 Aug 20, 2012 ... Employers and employees can benefit from the use of a phantom stock plan in   several respects. The main advantages that these plans offer ...
 
- 7 Things You Should Know Before Installing A Phantom Stock Plan
 A phantom stock plan rewards key employees without giving them actual equity   in the company. - for business owners.
 
- Phantom Stock Plan: Definition from Answers.com
 Phantom Stock Plans Plans that are similar to stock appreciation rights (sars) in   that an employee is granted a contractual right by the employer to a.
 
- Full Value Phantom Stock Plan - wiki.PhantomStockOnline.com
 A Full Value Phantom Stock Plan is a deferred cash bonus program that creates   a similar result as a restricted stock plan. The sponsoring company determines a ...