LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...

monies of or belonging to us may be placed out on or invested, or for any other loss, misfortune or damage
which may happen in the execution of their respective offices or trusts. This indemnity will not, however,
extend to any fraud or dishonesty which may attach to any of said persons.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
2006 Stock Incentive Plan
We adopted our 2006 stock incentive plan on July 31, 2006. The purpose of our 2006 stock incentive plan
is to recognize and acknowledge the contributions the eligible participants made to our company and to
promote the success of our business. Through the provision of an opportunity to have a personal stake in our
company, our 2006 stock incentive plan aims to:
‚ motivate the eligible participants to optimize their performance efficiency for the benefit of our
company;
‚ attract and retain the best available personnel in our industry through additional incentive to our
employees and directors; and
‚ attract and otherwise maintain our on-going business relationship with consultants and business entities
whose contributions are or will be beneficial to our long-term growth.
Eligible participants
Under our 2006 stock incentive plan, our board of directors may, at its discretion, offer to grant an option
to subscribe for such number of our ordinary shares at an exercise price as our directors may determine to:
‚ any full-time or part-time employees, executives or officers of our company or any of our subsidiaries;
‚ any directors, including non-executive directors and independent non-executive directors, of our
company or any of our subsidiaries;
‚ any advisers, consultants and agents to us or any of our subsidiaries; and
‚ such other persons who, in the sole opinion of our board of directors, will contribute or have contributed
to our development and operations.
Maximum number of shares
The maximum number of ordinary shares in respect of which options may be granted (including ordinary
shares in respect of which options, whether exercised or still outstanding, have already been granted) under
our 2006 stock incentive plan may not in the aggregate exceed 10% of the total number of ordinary shares in
issue from time to time, including ordinary shares issuable upon conversion of any of our preferred shares in
issue from time to time. Immediately following completion of this initial public offering, the maximum
number of ordinary shares in respect of which we may grant options (including ordinary shares in respect of
which options, whether exercised or still outstanding, have already been granted) under our 2006 stock
incentive plan will be 10,397,210 ordinary shares (assuming no exercise of the over-allotment option) or
10,657,970 ordinary shares (assuming full exercise of the over-allotment option).
Price of shares
Our board of directors may, in its discretion, determine the subscription price of an ordinary share in
respect of any particular option granted under our 2006 stock incentive plan. However, such determination by
our board of directors of the subscription price will be by reference to the fair market value of the ordinary
shares. If there exists a public market for our ordinary shares, including our ADSs, the fair market value of our
ordinary shares will be the closing price for the last market trading day prior to the time of the determination
on the stock exchange determined by our board of directors to be the primary market for our ordinary shares
or ADSs. If there is no established market for our ordinary shares, our board of directors will determine the
fair market value of our ordinary shares in good faith by reference to the placing price of the latest private
92