Mr Stephen Vernon and other members of Green Property management could earn a bonus of more than €22.5 million under the terms of the €1.05 billion offer to take the company private from Merrill Lynch LP and ICC Holdings.
Mr Vernon and the management will only get their pay-out if the company achieves various targets, which are set out in the offer document.
To get the full €22.5 million, the company will have to generate a return of more than 20 per cent during the life of the investment by the two banks.
Merrill Lynch LP is the private equity arm of the giant US bank, while ICC is part of HBOS following its takeover by Bank of Scotland.
Mr Vernon will receive 50 per cent of the bonus payment, which could be worth over €11 million to him.
If the management generates returns exceeding 20 per cent they will get additional payments in the form of a share in proceeds of property sales.
Rodinheights, the acquisition vehicle used by Merrill Lynch, had undertaken to dispose of certain unspecified properties in Green's €1.9 billion portfolio.
The group's flagship property - the Blanchardstown Centre in west Dublin - will not be sold.
Merrill Lynch and ICC have taken a five-year view on their investment in Green, according to sources close to the deal.
However, the incentive scheme put in place for Mr Vernon and the management is subject to annual review and the payments would also be triggered if Rodinheights was floated or sold.
Mr Vernon will initially hold a 2 per cent stake in the company. Under a complex shareholders agreement, he will also roll over his options in Green Property - currently worth around €8 million - into share options in Rodinheights and this will form his investment in the new company.
The arrangement has some tax advantages for Mr Vernon.
To date Mr Vernon is the only member of management to participate in the deal.
According to the prospectus, which was sent to shareholders yesterday, Merrill Lynch and ICC will "in due course, enter into discussions with other senior members of the management of Green with a view to their remaining in place to assist Mr Vernon in the operation of the business".
Mr Vernon's basic salary will be £400,000 sterling (€622,500).
The prospectus also indicates that the deal will be very highly leveraged.
The two banks and Mr Vernon are only putting up €34 million of the €1 billion price tag.
There will be loans of €706 million and mezzanine finance - short-term loans - of €345 million.
In addition, the banks have committed longer-term finance facilities of €806 million and £381.2 sterling.
