Employee Option Pool. 3.7.1 The parties hereby agree that up to 2,576,041 C Shares and up to 400,000A Shares (the “New Incentive Shares”) and any Existing Incentive Shares which from time to time cease to be subject to option or other arrangements pursuant to the Existing Incentive Schemes (whether by reason of the termination of employment by the persons entitled thereto or otherwise howsoever) (together the “Employee Option Pool”), shall subject to Clauses 3.7.2 and 3.7.3 below be available for issue after Completion to the Managers and other employees of the Group in accordance with the rules of one or more of the Existing Incentive Schemes and/or any other employee share incentive or option plan which may be adopted subject to the approval of the Board by resolution in respect of which at least one B Director has voted in favour and NewCo, each Manager and the Existing Shareholders shall procure that (and insofar as their own holdings of Xyratex Shares are concerned, hereby waive irrevocably) any and all rights or restrictions (whether rights of pre-emption or otherwise) which may be contained in or conferred by the Articles or this Agreement or otherwise are waived irrevocably by the persons entitled thereto to the extent necessary to enable issues of shares to take place pursuant to the Existing Incentive Schemes and/or any such plan.
Employee Option Pool. Parent has set aside for grant to the Company's employees a pool of non-qualified stock options to purchase 350,000 shares of Parent Common Stock (the "Incentive Option Pool"), with an exercise price per share equal to the closing price of Parent Common Stock (as reported by the Nasdaq National Market or such other securities exchange or automated quotation service upon which Parent Common Stock may then be listed or quoted for trading) on the trading day immediately preceding the Closing Date. The Company employees to be granted such stock options and the individual share amounts of such stock options are included on Schedule 3.4(a); provided, that each grantee of any such Parent Common Stock options must be an employee of the Company on the grant date. Such stock options shall vest as follows: 25% of such options on the first anniversary of the date of grant, with the remaining shares vesting in equal monthly installments for the next 36 months thereafter. Such stock options shall expire 10 years after the date of grant, and shall otherwise be subject to the terms and conditions of Parent's 2004 Equity Incentive Award Plan and form of Stock Option Agreement, and such other terms and conditions as shall be established by Parent's Board of Directors or the Compensation Committee thereof. Parent and its Board of Directors shall take such actions as are necessary or appropriate to cause such grants to be effected as promptly as practicable after the Closing.
Employee Option Pool. From the date hereof to the Effective Time, the Company may grant Company Stock Options from the Employee Option Pool to persons identified as key employees of the Company and to newly-hired employees of the Company, in each case, who are not officers of the Company. All Company Stock Options granted in respect of the Employee Option Pool shall (A) be granted under, and except as provided herein, be subject to the terms and conditions of, the Company 2000 Nonstatutory Equity Incentive Plan (the "2000 Plan"), (B) have an exercise price equal to the Fair Market Value (as defined in the 2000 Plan) of the shares of Company Common Stock on the date of grant and (C) vest as follows: twenty-five percent on the first anniversary of the grant date and 1/48 on each one-month anniversary thereafter, provided such employee is employed with the Company or its successor on each such anniversary.
Employee Option Pool. Following the Closing, the Company shall not -------------------- grant options to its employees in an amount which would result in total options outstanding at any time exceeding 15% of the total number of shares, warrants and options issued and outstanding immediately after the Closing, without the approval of the holders of a majority of the outstanding shares of Series A Preferred Stock. All such option grants shall be approved by the Board of Directors of the Company, or a committee thereof, and shall be exercisable at prices that are no less than the fair market value, as determined by the Board of Directors as of the date of each grant.
Employee Option Pool. The Company will take all necessary action to reserve up to 80,000,000 shares of Class A Common Stock (as adjusted for Recapitalization Events) for issuance of Equity Securities and options to purchase Equity Securities to officers, directors, consultants and employees of the Company or any of its Subsidiaries under an initial Incentive Plan (including options that have been issued as of the date hereof) as soon as reasonably practicable after the consummation of the transactions contemplated by the Transaction Agreement (it being understood that any issuance of Equity Securities or options to purchase Equity Securities to officers, directors, consultants or employees of the Company or any of its Subsidiaries will require the approval of the Board or the Compensation Committee). Each Equityholder will vote all of its Equity Securities in favor of any Incentive Plan pursuant to which the Company has reserved or will reserve shares of Class A Common Stock that is submitted to a vote of the stockholders of the Company if such Incentive Plan does not provide for possible issuances of Class A Common Stock, together with possible issuances of Class A Common Stock under all other Incentive Plans then in place (excluding any Incentive Plans in effect prior to the Effective Date and assumed by the Company as part of the Merger) (in each case, as adjusted for Recapitalization Events), in excess of the amounts described in the first sentence of this Section 2.8. The Company may, from time to time thereafter, reserve additional shares of Class A Common Stock under subsequent Incentive Plans.
Employee Option Pool. Parent agrees to make available to senior -------------------- management of the Acquired Company options to purchase an aggregate of 40,000 shares of Parent Stock, at an exercise price equal to the last sale price of a share of Parent Stock as reported by Nasdaq for the date preceding the date of grant, for granting to key employees of Acquired Company recommended by management and approved by Parent's Compensation Committee at the earliest date practicable after the Closing.
Employee Option Pool. Parent shall establish after the Merger an employee option pool representing not more than twenty percent (20%) of Parent's outstanding Parent Common Stock on a fully-diluted basis, which shall be managed by the Compensation Committee of the Parent, described in Section 1.5(b)(1) above, which shall grant all Parent Stock Options, in addition to the Company Options described in Section 1.6(c) above. In connection therewith, Parent shall approve a stock option plan suitable to the Company and reserve such number of shares of Parent Common Stock for issuance thereunder and shall have the same approved by its shareholders along with the Merger and this Agreement. The Parent Common Stock underlying the options issued under said stock option plan shall be registered for resale as soon as practical on Form S-8 with the SEC.
Employee Option Pool. Subject to Surge Stockholder Approval, Surge shall establish after the Acquisition an employee option pool representing not more than twenty percent (20%) of Surge's outstanding Class A Common Stock, which shall be managed by the Compensation Committee of Surge which shall grant all Stock Options to Surge Employees. The Surge Common Stock underlying the options issued under said stock option plan shall be registered for resale as soon as possible following the Effective Date on a Form S-8 Registration Statement filed with the SEC.
Employee Option Pool. 13 ARTICLE 4
Employee Option Pool. The Company shall have duly adopted the Fulcrum Direct, Inc. Management Team Equity Plan (being a 10% unallocated employee option pool) in the form annexed hereto as Exhibit H.
