Fiscal Year 1997. Not more than 15 days after the 1997 Pretax Income Statement becomes the Final Statement, (i) if the Company and Swiss Sub shall have achieved the First Earnout Goal, each Company Shareholder shall be entitled to receive its Pro Rata Portion of the First Earnout Payment, (ii) if the Company and Swiss Sub shall have not achieved the First Earnout Goal, but the Pretax Income as reflected on the Final Statement is equal to or greater than $223,000, each Company Shareholder shall be entitled to receive its Pro Rata Portion of the First Adjusted Payment, and (iii) if the Pretax Income for the 1997 Fiscal Year shall have exceeded $3,407,000, each Company Shareholder shall be entitled to receive its Pro Rata Portion of the Increased Earnout Payment for the 1997 Fiscal Year.
Fiscal Year 1997. As additional consideration for the Acquired Assets, VSI will cause its corporate parent, Visitors Services International Corp. ("VSIC"), to grant (the "1997 Share Grant") to GRS 45,000 shares of VSIC common stock, par value $.0001 per share, which stock may be restricted stock ("VSIC Stock"), if, and only if, (i) Net Operating Income (as defined below) attributable to the Acquired Assets (after taking into account any additional investment in or arrangement made for such Acquired Assets by VSI which investment or arrangement is intended to increase the telephone answering capacity of the Acquired Assets by either increasing the telephone answering workstations or routing unanswered calls generated by the Acquired Assets to existing VSI answering centers (the "Modified Acquired Assets")) for fiscal year 1997 equals or exceeds 60% of the amount set forth on Annex 2 as the projected Net Operating Income for fiscal year 1997 (the "Required 1997 Net Operating Income") and (ii) Net Operating Income is not less than 10% of Total Adjusted Gross Revenue (as defined below) as set forth on Annex 2 as the projected Total Adjusted Gross Revenue for fiscal year 1997. If actual Net Operating Income attributable to the Modified Acquired Assets for fiscal year 1997 is less than the Required 1997 Net Operating Income (the "1997 Shortfall"), GRS shall not be entitled to any 1997 Share Grant for results attributable to fiscal year 1997. If the 1997 Share Grant is not made for fiscal year 1997 because the Required 1997 Net Operating Income has not been attained, then the shares of VSIC Stock underlying the 1997 Share Grant shall be rolled over and granted to GRS if actual Net Operating Income for fiscal year 1998, 1999 or 2000 exceeds the amount set forth on Annex 2 or set forth in Subsection (d) hereof for fiscal year 2000 as Net Operating Income for such fiscal year (the "Subsequent Fiscal Year Excess") by an amount equal to the 1997 Shortfall. If a Subsequent Fiscal Year Excess exists for any subsequent fiscal year but such Subsequent Fiscal Year Excess is less than the total 1997 Shortfall, then GRS shall receive a percentage of shares from the 1997 Share Grant equal to the percentage such Subsequent Fiscal Year Excess is of the 1997 Shortfall. If any part of the 1997 Shortfall has not been recouped by a Subsequent Fiscal Year Excess by the end of fiscal year 2000 then any shares of the 1997 Share Grant not earned by GRS due to such 1997 Shortfall shall be forfeited.
Fiscal Year 1997. Not more than 10 days after the 1997 Pretax Income Statement becomes the Final Statement, (i) Parent shall, if Sub shall have achieved the First Earnout Goal distribute to the Company the Earnout Payment for the 1997 Fiscal Year, (ii) Parent shall, if the Sub shall have not achieved the First Earnout Goal, but the Net Pretax Income as reflected on the Final Statement is equal to or greater than $698,667, distribute to the Company the Adjusted Payment for the 1997 Fiscal Year, and (iii) Parent shall, if Sub shall have exceeded the First Earnout Goal by more than ten percent (10%), distribute to the Company the Increased Earnout Payment for the 1997 Fiscal Year.
