Unit allotment to employee benefit trust requires shareholder approval and preferential-issue compliance to ensure exclusive employee-use. Regulation 17E requires that units allotted by a REIT to an employee benefit trust in lieu of management fees receive prior unitholder approval, be issued only once annually following the annual valuation, comply with the Board's preferential-issue guidelines, and be allotted directly so the units are used exclusively for the unit-based employee benefit scheme.