Download Annual Report, 2.44 MB - Xyratex

The maximum amount that any participant may save per month under the plan is £250.00, whichmust be determined and fixed on enrollment in the plan.In the event of a variation of share capital by way of capitalization, rights issue, sub-division,consolidation or reduction of share capital, then the number of Xyratex Ltd common shares subject toa subsisting option and the price payable on exercise may be adjusted. No adjustment can be made tooptions granted under the Sharesave Plan without prior Inland Revenue approval.Our board of directors may alter the plans, but no alteration will have effect under the SharesavePlan without prior U.K. Inland Revenue approval. The provisions relating to shareholder approval foramendments are as the Xyratex Ltd Approved Plan.None of the benefits which may be received under the Sharesave Plan shall be pensionable.The Sharesave Plan was approved by our shareholders at our annual general meeting ofshareholders on April 13, 2005.The 2004 PlanThe 2004 Plan is a U.S. stock option plan under which we may grant incentive stock options topurchase our shares to our employees and nonqualified stock options to purchase our shares to ouremployees, consultants and non-employee officers and directors.The per share exercise price of an incentive stock option may not be less than the fair marketvalue of one of our common shares on the date of grant (and not less than 110% of the fair marketvalue in the case of incentive stock options granted to holders of our shares possessing more than 10%of the voting power of all classes of our then outstanding shares). Initially, the per share exercise priceof a nonqualified stock option will not be restricted, but all nonqualified stock options granted after aspecified period and for so long as Xyratex Ltd is a publicly held corporation will be required to have aper share exercise price of not less than the fair market value of our common shares on the date ofgrant. An option may not be exercised more than ten years after the date of grant. Under the 2004Plan, an option granted to an employee, consultant, officer or director will terminate if employment orservice terminates. The maximum number of shares we can issue under the 2004 Plan is 5,000,000,provided that the limits set forth above in ‘‘Management—Employee Benefit/Share Option Plans—Xyratex Ltd Share Option and Share Purchase Plans’’ shall apply.Under the 2004 Plan, if any of certain specified types of transactions occurs, for example if weamalgamate with another entity, then, depending on the transaction, we may or will be required to(i) arrange for the substitution of options on equity securities other than our common shares inexchange for outstanding options, (ii) accelerate the vesting and termination of outstanding options, inwhole or in part, or (iii) cancel outstanding options in exchange for cash payments.The Employee Stock Purchase PlanThe Employee Stock Purchase Plan, or ESPP, is a U.S. employee stock purchase plan under whicheligible employees of any of our designated subsidiaries who elect to participate will receive rights topurchase our shares on favorable terms and with U.S. federal income tax advantages throughaccumulated payroll deductions.The sole initial designated subsidiary is Xyratex International, Inc. Our board of directors maychange the designated subsidiaries from time to time.Each participant who enrolls in the ESPP for an offering period will receive a purchase right. Apurchase right entitles a participant to purchase at the end of each offering period the number of ourcommon shares determined by dividing the participant’s accumulated payroll deductions in his or herplan account by the purchase price for that offering period. Generally, the per share purchase price of70