Unused Retention Pool definition
Unused Retention Pool means the aggregate amount of the retention bonuses payable to the individuals identified on Annex V attached hereto that are (i) forfeited by the applicable Continuing Employee pursuant to the terms of such Continuing Employee’s retention bonus agreement, employment agreement or other Contract with Buyer or an Affiliate of Buyer with Buyer or an Affiliate of Buyer prior to the Deferred Payment Measurement Date or (ii) not the subject of a retention bonus agreement, employment agreement or other Contract with Buyer or an Affiliate of Buyer entered into between a Continuing Employee and Buyer or an Affiliate of Buyer prior to the Deferred Payment Measurement Date; provided, however, that in no event shall the “Unused Retention Pool” exceed three million five hundred thousand dollars ($3,500,000).