Vision - Alibaba

60 Annual Report 2007
(ii) Maximum number of Shares available for subscription
The maximum number of Shares that our board shall be entitled to grant options
(“Scheme Mandate”) shall be calculated in accordance with the following formula:
X = (A+B) – (C+D+E)
Where:
X = the maximum aggregate number of Shares over which our board shall be entitled to grant
options;
A = 135,100,000 Shares;
B = the maximum aggregate number of Shares authorized by our shareholders to be issued
under other equity incentive plans (if any), other than the Share Option Scheme and the RSU
Scheme;
C = the maximum aggregate number of Shares underlying options that have been granted
previously under the Share Option Scheme;
D = the maximum aggregate number of Shares authorized for issuance assuming the vesting of
all RSUs that have been previously granted under the RSU Scheme; and
E = the maximum aggregate number of Shares authorized for issuance assuming the exercise of
all other rights to acquire Shares that have been granted previously pursuant to other equity
incentive plans (if any), other than the Share Option Scheme and the RSU Scheme.
For the purpose of calculating the Scheme Mandate, options which have lapsed in accordance
with the terms of the relevant scheme shall not be counted.
4. Maximum entitlement of each participant
No participant shall be granted an option if the total number of Shares issued and to be issued upon
exercise of the options granted and to be granted to such person under the Share Option Scheme
(including exercised, cancelled and outstanding options) in any 12-month period up to and including
the date of such further grant (when aggregated with any Shares subject to options granted during
such period under any other share option scheme(s) of our Company other than those options granted
pursuant to specifi c approval by our Shareholders in general meeting with the proposed participant and
his associates abstaining from voting) would exceed 1% of the Shares in issue from time to time.
5. Period within which the Shares must be taken up under an option
An option may be exercised at any time during the period to be determined and notifi ed by our board at
the time of making an offer of the grant of an option which shall not expire later than 10 years from the
date of grant.