If he hold 10% of the out standing shares then he will not be eligible to take ESOP.
Approval of shareholders by way of separate resolution in the general meeting shall be obtained by the company in case of; (a) grant of option to employees of subsidiary or holding company and, (b) grant of option to identified employees, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of option.