Common use of Employee Option Pool Clause in Contracts

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. 3.7.2 The Shares comprised in the Employee Option Pool shall be issued to such employees of the Group as may from time to time be approved by the Remuneration Committee, such approval to include the positive vote of any one B Director. 3.7.3 Immediately prior to an Exit, to the extent that any of the shares comprised in the Employee Option Pool are not held by or under option to employees of the Group pursuant to Clause 3.7.2 (such employees being the “Existing Optionholders”), the remainder of the Employee Option Pool shall be issued to the Existing Optionholders and/or such other employees of the Group in such amounts as the Chief Executive Offer of the Company and any one B Director shall agree and in default of such agreement shall be issued to the Existing Optionholders (other than the Chief Executive Officer of the Company) on a basis pro rata to their respective holdings of C Shares and options over C Shares at that time.