Ronnie Screwvala, founder of UTV Software, has made a fortune after The Walt Disney Company India (TWDC), bought out the Indian film & television production, animation and gaming company last week.

As per the delisting price of Rs 1,100 a share set on Friday, Screwvala will be richer by Rs 885.9 crore for his 19.75 per cent stake in UTV Software, perhaps a distant fourth in terms of similar sell outs by Indian entrepreneurs.

The Piramals made Rs 17,000 crore from sale of domestic formulations business to Abbott, Malvinder & Shivinder Mohan Singh took home Rs 15,000 crore for exiting their stake in Ranbaxy to Japan’s Daiichi and Sekhsarias got about Rs 2,140 crore when they sold ACC stake to Holcim.

But unlike the Piramals, the Singh brothers and the ACC founders, Screwvala, will become an employee of new owner TWDC India. As per the deal, he will be the managing director of TWDC India for a period of five years, initially.

The remuneration package for Screwvala under the new employer is complicated, but a close scrutiny reveals that it is designed to reward him with a ‘non-compete fee’ by making him its managing director. The new takeover code prohibits ‘non-compete fee’, but since Screwvala has become an employee of the new company, this could escape the regulatory lens.

Screwvala did not respond to a call or an SMS seeking his comments. According to the delisting document, a copy of which is with FC, the remuneration package will have two components (1) a fixed salary and (2) a performance-based incentive compensation. The performance-based incentive is linked to an improvement in the value of the Disney businesses, which again is structured in some details.

As per the employee contract, at two separate times (expiry of two years and expiry of five years, from the date of acquisition of shares) the value of the Disney businesses will be computed as of the date of acquisition of shares pursuant to the delisting offer. The valuation will include historical performance and expected future performance.

Walt Disney India would pay Screwvala 3.5 per cent of value creating, if any, in excess of the baseline value of Disney businesses determined prior to the acquisition of shares pursuant to the delisting and share purchase agreement. Such baseline value will include (a) the enterprise value of the current businesses of TWDC India and its affiliated companies, as determined by TWDC India, (b) the enterprise value of the company as implied by the exit price (Rs 1,100 apiece) and the net debt of the company as of the date of acquisition of shares pursuant to the delisting offer and the SPA, and (c) the value of any anticipated synergies of a future combined operation, as determined by TWDC India.

Further, each payout, if any, due upon expiry of the two-year and the five-year period, as the case may be, will be paid in three equal installments. In the event that there is a payout due upon expiry of the said two-year period, the first installment for such payout will be paid immediately upon the completion of the said two-year period and the next two installments will be paid on the first and second anniversaries thereafter (that is, in the third and fourth years).

Similarly, in the event that there is a payout due upon expiry of the five-year period, the first installment for such payout will be paid immediately upon the completion of the five-year period and the next two installments will be paid on the first and second anniversaries thereafter (in the sixth and seventh years).

If Screwvala leaves at the end of his initial term of five years, in which case the installments for payout due, if any, upon expiry of the five-year period will continue to be paid in the sixth and seventh year as set out above.