Common use of Second Year Clause in Contracts

Second Year. The second year component will be based on achievement of NetTeks Business Operations Operating Income Contribution during the Second Year Measurement Period and will be equal to eight hundred and fifty thousand dollars $850,000 times the Attainment Percentage (defined below). As used in this Section 1.7(a)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Operating Income Contribution from NetTeks Business Operations during the Second Year Measurement Period by $ 914,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(a)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 1% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 1% that the Performance Ratio exceeds 100% up to 150% and shall increase by 0.5% for each 1% between 150% and up to 200%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 200%, the Attainment Percentage shall be 200%.

Second Year. The second year component will be based on achievement of NetTeks Sacramento Business Operations Operating Income Contribution during the Second Year Measurement Period and will be equal to eight hundred and fifty thousand dollars $850,000 270,000 times the Attainment Percentage (defined below). As used in this Section 1.7(a)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Operating Income Contribution from NetTeks Sacramento Business Operations during the Second Year Measurement Period by $ 914,000$2,300,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(a)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 12% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 12% that the Performance Ratio exceeds 100% up to 150% and shall increase by 0.5% for each 1% between 150% and up to 200%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 200150%, the Attainment Percentage shall be 200150%.

Second Year. The second year component will be based on achievement of NetTeks Business Operations Operating Income Contribution Qualifying Xxxxxxxx during the Second Year Measurement Period and will be equal to eight hundred and fifty thousand dollars $850,000 360,000 times the Attainment Percentage (defined below). As used in this Section 1.7(a)(ii1.7(c)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Operating Income Contribution from NetTeks Business Operations Qualifying Xxxxxxxx during the Second First Year Measurement Period by $ 914,000$22,500,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(a)(ii1.7(c)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 12% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 12% that the Performance Ratio exceeds 100% up to 150% and shall increase by 0.5% for each 1% between 150% and up to 200%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 200150%, the Attainment Percentage shall be 200150%.

Second Year. The second year component will be based on achievement of NetTeks Hosting Business Operations Operating Income Contribution during the Second Year Measurement Period and will be equal to eight hundred and fifty thousand dollars $850,000 270,000 times the Attainment Percentage (defined below). As used in this Section 1.7(a)(ii1.7(b)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Operating Income Contribution from NetTeks From Hosting Business Operations during the Second Year Measurement Period by $ 914,000$370,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(a)(ii1.7(b)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 12% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 12% that the Performance Ratio exceeds 100% up to 150% and shall increase by 0.5% for each 1% between 150% and up to 200%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 200150%, the Attainment Percentage shall be 200150%.