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.
Sample 1

Examples of Replacement Compensation in a sentence

  • All holders of such securities are urged to obtain legal advice to ensure that the resale of such securities complies with applicable U.S. Securities Laws and to determine the U.S. conditions and restrictions applicable to trades in the Canopy Growth Shares issuable pursuant to the Acquisition or upon exercise of the Replacement Options or the Replacement Compensation Options.

  • 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.

  • Such Replacement Compensation Option will provide for an exercise price per Replacement Compensation Option (rounded up to the nearest whole cent) equal to the quotient obtained when: (i) the exercise price per Acreage Subordinate Voting Share that would otherwise be payable pursuant to the Acreage Compensation Option it replaces is divided by (ii) the Exchange Ratio in effect immediately prior to the Acquisition Effective Time.

  • 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).

  • Such Replacement Compensation Option will provide for an exercise price per Replacement Compensation Option equal to the quotient obtained when: (i) the exercise price per Subordinate Voting Share that would otherwise be payable pursuant to the Acreage Compensation Option it replaces is divided by (ii) the Exchange Ratio in effect immediately prior to the Acquisition Effective Time.

  • The Replacement Compensation Package for each member of Management is set forth in that certain letter dated March 5, 2001, from each such individual to Holding Company and American Capital (the "Exchange Letter").

Related to Replacement Compensation

  • Current Compensation means all regular wage, salary and commission payments paid by the Company to a Participant in accordance with the terms of his or her employment, but excluding annual bonus payments and all other forms of special compensation.

  • Additional Compensation has the meaning set out in Section 11.3(1).

  • 414(s) Compensation means any definition of compensation that satisfies the nondiscrimination requirements of Code Section 414(s) and the Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. An Employer may further limit the period taken into account to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Unemployment compensation means cash benefits (including depend- ents’ allowances) payable to individ- uals with respect to their unemploy- ment, and includes regular, additional, emergency, and extended compensa- tion.(2) Regular compensation means unem- ployment compensation payable to an individual under any State law, but not including additional compensation or extended compensation.(3) Additional compensation means un- employment compensation totally fi- nanced by a State and payable under a State law by reason of conditions of high unemployment or by reason of other special factors.(4) Emergency compensation means supplementary unemployment com- pensation payable under a temporary Federal law after exhaustion of regular and extended compensation.(5) Extended compensation means un- employment compensation payable to an individual for weeks of unemploy- ment in an extended benefit period, under those provisions of a State law which satisfy the requirements of the Federal-State Extended Unemploy- ment Compensation Act of 1970, as amended, 26 U.S.C. 3304 note, and part 615 of this chapter, with respect to the payment of extended compensation.

  • Additional Special Servicing Compensation As defined in Section 3.11(d).

  • Section 415 Compensation means:

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Additional Servicing Compensation means any servicing compensation (other than Servicing Fees, Special Servicing Fees, Workout Fees or Liquidation Fees) that any Servicer is entitled to retain under the Servicing Agreement.

  • Compensation Limit means the compensation limit of Section 401(a)(17) of the Code, as adjusted under Section 401(a)(17)(B) of the Code for increases in the cost of living.

  • Servicing Compensation With respect to each Distribution Date, the sum of (i) the aggregate Servicing Fee for such Distribution Date subject to reduction as provided in Section 3.17, (ii) any Ancillary Income, (iii) Excess Proceeds for the preceding month and (iv) the Servicer Custodial Account Reinvestment Income for such Distribution Date.

  • Final compensation of a member means:

  • Special compensation means payment to an adult foster care facility to ensure the provision of a specialized program in addition to the basic payment for adult foster care. Special compensation does not include payment received directly from the Medicaid program for personal care services for a resident, or payment received under the supplemental security income program.

  • Eligible Compensation means, with respect to each Participant for each pay period, the full salary and wages paid to such Participant by the Company or a Participating Subsidiary, including commissions, bonuses (to the extent not excluded below), overtime pay and shift differentials. Except as otherwise determined by the Committee, “Eligible Compensation” does not include

  • Special Servicing Compensation With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer.

  • Covered Compensation means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq.

  • Compensation Payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant to compensate the complainant for a proven or estimated financial loss incurred as a result of the insurer’s contravention, non-compliance, action, failure to act, or unfair treatment forming the basis of the complaint, where the insurer accepts liability for having caused the loss concerned, but excludes any –

  • Compensation Period has the meaning specified in Section 2.12(c)(ii).

  • Master Servicing Compensation The meaning specified in Section 3.14.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • 415 Compensation means:

  • Includible Compensation means an Employee’s actual wages in box 1 of Form W-2 for a year for services to the Employer, but subject to a maximum of $245,000 (or such higher maximum as may apply under section 401(a)(17) of the Code) and increased (up to the dollar maximum) by any compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) of the Code (including any Elective Deferral under the Plan). Beginning in 2009 and thereafter, such term also includes any “differential pay” that may be received from the Employer while performing qualified military service under section 414(u) of the Code. The amount of Includible Compensation is determined without regard to any community property laws.

  • Basic Compensation means Salary and Benefits.

  • Excess Compensation means Compensation in excess of the following Integration Level: (Choose (1) or (2))

  • Earnable compensation means the full rate of the