Replacement Compensation definition

Replacement Compensation means, solely in the event that a For Cause Event has occurred with respect to an ARC Principal, sixty percent (60%) of the amount (if any) by which (i) the aggregate reasonable compensation (including the cost of equity awards and grants, perquisites and benefits) that has been paid or is reasonably expected to be paid by Newco or any of its Subsidiaries to any Person or Persons hired (in the case of more than one Person, after consultation with the remaining ARC Principals) to fulfill the duties of such ARC Principal from the date of such For Cause Event to the date that is five years following the Closing (calculating the annual value of any signing bonus or equity awards by dividing the aggregate amount of any such signing bonus or equity award by the term of such employment agreement and/or any vesting schedule) exceeds (ii) the aggregate compensation (including the cost of equity awards and grants, perquisites (including private air travel, to the extent provided in the applicable Employment Agreement) and benefits) that would have been paid or granted to such ARC Principal from the date of such For Cause Event to the date that is five years following the Closing, assuming that such ARC Principal would have remained employed at Newco for such period and that his aggregate annual compensation during such period would be no less than his aggregate compensation in the last full year prior to the For Cause Event. The Replacement Compensation for any ARC Principal shall be calculated by the parties at the time his replacement is hired.
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Examples of Replacement Compensation in a sentence

  • Payments will be paid or deferred on the following schedule: (i) 1/3 of the RSU Replacement Compensation Amount within 30 days after the Effective Date, (ii) 1/3 of the RSU Replacement Compensation Amount within 30 days after the first anniversary of the Effective Date, and (iii) 1/3 of the RSU Replacement Compensation Amount within 30 days after the second anniversary of the Effective Date.

  • For the avoidance of doubt, the aggregate of all Incremental Earn-out Amounts, prior to taking into account any Replacement Compensation Amount or Resignation Event Adjustment Amount, cannot exceed five hundred million dollars ($500,000,000).

  • The holder to whom certificates representing Replacement Shares, Replacement Warrants or Replacement Compensation Options are to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to Navasota in such sum as Navasota may direct or otherwise indemnify Navasota in a manner satisfactory to Navasota against any claim that may be made against Navasota with respect to the certificate alleged to have been lost, stolen or destroyed.