Base Earnout Sample Clauses

Base Earnout. (i) As additional consideration for the Assets, Buyer shall pay to Seller (and after Seller's dissolution pro rata to the Shareholders) up to an aggregate of Eight Hundred Thousand Dollars ($800,000) (the "Base Earnout Purchase Price"). If earned as provided herein, the Base Earnout Purchase Price shall be paid in two consecutive payments (each a "Base Earnout Payment"), one with A4 5 respect to each of calendar years 1998 and 1999 (each a "Calendar Year"), each as calculated as provided herein. (ii) Base Earnout Payment of $300,000 will be paid with respect to the 1998 Calendar Year if the 1998 EBIT Earnout Base is reached or exceeded. The EBIT Earnout Base for the 1998 Calendar Year is $247,143. A Base Earnout Payment of $500,000 will be paid with respect to the 1999 Calendar Year if the 1999 EBIT Earnout Base is reached or exceeded. The EBIT Earnout Base for the 1999 Calendar Year is $300,125 (the "1999 EBIT Earnout Base"). If the EBIT Earnout Base for a Calendar Year is not reached, a Base Earnout Payment ("BEP") for such year will be paid, if at all, based upon the following schedule: (A) Achieve 95% but less than 100% of EBIT Earnout Base, receive 90% of BEP. (B) Achieve 90% but less than 95% of EBIT Earnout Base, receive 85% of BEP. (C) Achieve 85% but less than 90% of EBIT Earnout Base, receive 80% of BEP. (D) Achieve less than 85% of EBIT Earnout Base, receive no BEP.
Sample 1
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Base Earnout. (i) As additional consideration for the Assets, Buyer shall pay to Seller (and after Seller's dissolution to the Shareholders) up to an aggregate of $675,000 (the "Base Earnout Purchase Price"). The Base Earnout Purchase Price shall be paid in up to three consecutive payments (each a "Base Earnout Payment"), one with respect to each of fiscal years 1997, 1998 and 1999 of Buyer (each a "Fiscal Year"), each as calculated as provided herein. (ii) A Base Earnout Payment of $225,000 will be paid with respect to each Fiscal Year for which the EBIT Earnout Base is reached. If the EBIT Earnout Base for a Fiscal Year is not reached, the Base Earnout Payment for such year will be prorated based upon the ratio of EBIT to EBIT Earnout Base (the "Prorated Payment"). The excess of EBIT Earnout Base over EBIT (the "Deficiency") shall then be added to the following Fiscal Year's EBIT Earnout Base (the "Adjusted EBIT Earnout Base") and the excess of $225,000 over the Prorated Payment (the "Shortfall") shall be paid to Seller dollar-for-dollar to the extent that the Adjusted EBIT Earnout Base is reached in the next succeeding Fiscal Year. To the extent that the Adjusted EBIT Earnout Base, if any, for a Fiscal Year is not reached and as a consequence the full Shortfall is not paid, the resulting Deficiency shall be carried over to the following Fiscal Year, if any, for which a Base Earnout Payment is to be calculated and the accumulated Shortfall shall be paid as aforesaid to the extent the Adjusted EBIT Earnout Base for such Fiscal Year is reached. Any Shortfall not earned in Fiscal Year 1999 will be deemed forfeited.
Sample 1

Related to Base Earnout

  • Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Average Annual Compensation The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.

  • Annual Compensation The Executive's "Annual Compensation" for purposes of this Agreement shall be deemed to mean the highest level of base salary paid to the Executive by the Employers or any subsidiary thereof during any of the three calendar years ending during the calendar year in which the Date of Termination occurs.

  • Base Pay The Company agrees to pay Employee gross annual compensation of $400,000 (“Base Salary”), less usual and customary withholdings, which shall be payable in arrears in accordance with the Company’s customary payroll practices. The Base Salary will be subject to normal periodic review, and such review will consider Employee’s contributions to the Company and the Company’s overall performance.

  • Earnout (a) The Purchaser shall pay to the Shareholders earnout payments, each in an amount equal to seventy percent (70%) of Earnout Period Revenues generated in each Earnout Period, in accordance with this Section 3.6 (each such payment, an “Earnout Payment”). Notwithstanding the foregoing provisions of this Section 3.6(a), in no event shall the aggregate Earnout Payments payable hereunder be less than zero or greater than Nine Million Eight Hundred Thousand Dollars ($9,800,000). (b) Within ninety (90) days following the end of the First Earnout Period and the Second Earnout Period, as the case may be, the Purchaser shall prepare and deliver to the Shareholders a report setting forth its calculation of the Earnout Payment for such applicable Earnout Period, including a statement of the Earnout Period Revenues for such applicable Earnout Period (the “Earnout Report”). The Purchaser shall provide a reasonable level of supporting documentation for the Earnout Payment and any additional information reasonably requested by the Shareholders related thereto together with the Earnout Report. The Earnout Payment for the applicable Earnout Period shall represent only a right to receive a cash payment from the Purchaser, subject to the terms set forth herein, and shall not be deemed an interest in any security or certificate or entitle the holders thereof to any rights of any kind other than as specifically set forth herein. No interest is payable with respect to any Earnout Payment to the extent timely paid when due. (c) The Shareholders shall have thirty (30) days following receipt of the applicable Earnout Report delivered pursuant to Section 3.6(b) during which to notify the Purchaser of any dispute of any item contained therein or related thereto, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, a Final Earnout Report shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the applicable Earnout Payment, if any, based thereon, shall constitute the applicable Final Earnout Payment and be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the applicable Earnout Report delivered pursuant to Section 3.6(b) shall constitute the Final Earnout Report with respect to such Earnout Period and the Purchaser’s calculation of the applicable Earnout Payment, if any, based thereon shall be final and binding upon the Parties. (d) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding an Earnout Report delivered pursuant to Section 3.6(b) within thirty (30) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, an Accounting Referee. In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in or related to the Earnout Report as to which the Shareholder has disagreed. The Accounting Referee’s determination of the Earnout Report and the Earnout Payment, if any, based thereon shall constitute the applicable Final Earnout Report and Final Earnout Payment and shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee shall be shared equally by the Shareholders and the Purchaser. (e) The Parties acknowledge that there is no assurance that the Shareholders will have the right to receive any Earnout Payment and Purchaser has not promised or projected any particular Earnout Payment. The earnout opportunity in this Section 3.6 is presented under the understanding that the Purchaser will have full control and direction over the Company and its business following the Closing, including decisions regarding strategic initiatives, management, legal structure, finance and accounting, marketing and branding and expenses. Notwithstanding the foregoing provisions of this Section 3.6(e), during the Earnout Period, the Purchaser shall not, nor shall it permit any of its Affiliates to, terminate the Earnout Contract and enter into a separate Contract with the Earnout Customer or any of its Affiliates for utilization management services for the purpose or effect of avoiding or reducing its obligations with respect to the Earnout Payments hereunder. (f) All payments made pursuant to this Section 3.6 shall be treated by the Parties for tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.

  • Maximum Total Compensation Subsection 10.1 is amended to Increase Decrease the Maximum Total Compensation from $ to $ .

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Monthly Salary The words “monthly salary” when used in this Agreement shall mean: (Bi-weekly pay at regular rate of pay times 26.1) divided by 12 = monthly salary

  • Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

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