Download Annual Report, 2.44 MB - Xyratex

on the date of grant of the option and (ii) the mid-market value of a common share on the lastbusiness day of the month in which the Company receives an election from the participant to exercise aphantom option, multiplied by the number of units subject to the relevant option. Following theelection by an option holder to exercise his phantom options the relevant cash award will be paid forthe vested portion of these amounts to the option holder.If not exercised, options granted under the Phantom Plan will lapse on October 31, 2010, or onthe date the option holder’s employment with the Company or one of its subsidiaries ceases, if that isearlier.If there is any liability of the Company to withhold any tax, social security or other payments,which arises under Malaysian law, the Phantom Plan allows the deduction of such amounts from thecash payment before it is paid to the participant.The following table contains a summary of all options that have been granted under theCompany’s share option plans as of January 31, 2006:No. of issued shares No. of unissued shares Total number of sharesover which the Trustee (1) over which Xyratex Ltd over which optionsName of Plan has granted options (2) has granted options (3) have been grantedThe Xyratex Ltd Approved Plan . . — 100,231 100,231The Xyratex Ltd Unapproved Plan — 668,519 668,519The Unapproved Plan ......... — — —The Approved Plan ........... 662,549 31,091 693,640The Unapproved Schedule ...... 141,775 346,601 488,376The 2004 Plan ............... — 729,756 729,756The Directors Stock Option Plan . — 50,000 50,000The Deputy Chairman’s StockOption Plan ............... — 228,003 228,003(1) Trustee for the Havant International Employee Benefit Trust.(2) All options entitle the option holder to purchase one common share for each option held.(3) 148,785 of the unissued common shares over which Xyratex Ltd has granted options are held byThe Xyratex UK Employee Benefit Trust. Xyratex Trustees Limited, as trustee for The XyratexUK Employee Benefit Trust, has agreed to transfer these common shares to beneficiaries of thetrust on the exercise of options granted by the Company over such common shares.ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSItem 7A: Major ShareholdersThe table below sets forth information regarding beneficial ownership of shares of Xyratex Ltd asof the most recent practicable date held by each person who is known by us to have more than 5.0%beneficial share ownership.As used in this table, beneficial ownership means the sole or shared power to vote or direct thevoting or to dispose or direct the sale of any security. A person is deemed to be the beneficial owner ofsecurities that can be acquired within 60 days upon the exercise of any option, warrant or right.Common shares subject to options, warrants or rights that are currently exercisable or exercisablewithin 60 days are deemed outstanding for computing the ownership percentage of the person holding73