Download Annual Report, 2.44 MB - Xyratex

Restricted StockRestricted stock awards are shares of our common shares that will vest in accordance with termsand conditions established by the board of directors. The board of directors may impose whateverconditions to vesting it determines to be appropriate. For example, the board of directors may setrestrictions based on the achievement of specific performance goals. Unvested shares will be subject toour right of repurchase or forfeiture.At January 31, 2006,we had granted rights to restricted shares to new employees in connectionwith the purchase of intellectual property from Cap Epsilon in April 2005. We granted rights to 190,000shares at no cost, which will vest based on the achievement of certain revenue targets over the threeyears ended August 31, 2008. In addition we granted rights to 5,000 restricted shares to new employeesin connection with the Oliver Design acquisition.Stock Bonus AwardsStock Bonus awards consist of our common shares awarded in recognition of services rendered toXyratex Ltd or its affiliates. The board of directors may impose whatever vesting it determines to beappropriate. Unvested shares may be subject to our right of repurchase or forfeiture.At January 31, 2006, no stock bonus awards have been made.Xyratex Group Limited Share Option PlansXyratex Group Limited is the predecessor holding company of the group prior to June 29, 2004.Options granted under Xyratex Group Limited’s share option plans are held by employees in theUnited Kingdom, Malaysia and Singapore, and are over unissued common shares and common sharesheld by the Trustee for the Havant International Employee Benefit Trust.The Unapproved PlanThe Unapproved Plan was adopted on October 12, 2000. Under the Unapproved Plan optionswere granted by the Trustee of the Havant International Employee Benefit Trust. As at January 31,2006, there are no subsisting options granted under this plan.The Approved Plan and Unapproved ScheduleThe Approved Plan and Unapproved Schedule were adopted on February 13, 2001. Under theApproved Plan and the Unapproved Schedule options subsist over our shares held by the Trustee ofthe Havant International Employee Benefit Trust and over unissued shares. The Approved Plan andUnapproved Schedule have the same features as the Xyratex Ltd Approved Plan and Xyratex LtdUnapproved Plan respectively.Options have not been granted by Xyratex Group Limited under the Approved Plan and theUnapproved Schedule since our initial public offering in June 2004.Malaysian Phantom PlanThe Phantom Plan was adopted on November 14, 2001 and is a cash based incentive arrangementwith the value of the benefit to be received by participants calculated by reference to the growth invalue of the Company’s shares. The awards made to participants take the form of ‘‘options’’ over‘‘phantom’’ shares. Under the Phantom Plan options are granted by the Company and the Trustee ofthe Havant International Employee Benefit Trust.The amount of the cash payment made to each option holder will be calculated in accordance withthe rules of the Phantom Plan, being the difference between (i) the initial value of a ‘‘phantom’’ share72