Common use of Additional Earnout Payment Clause in Contracts

Additional Earnout Payment. The Purchaser and the Company, jointly and severally, will pay Holdco an additional amount of up to Ten Million Dollars ($10,000,000) (the “Additional Earnout Payment”) with respect to the Four-Year Period, subject to the review and dispute procedures set forth in Section 2.3, based on the achievement of the following performance targets for the Four-Year Period: 2.2.1. If the Four-Year Period Adjusted PBT is equal to or less than 85% of the Four-Year Period Target PBT, then no Additional Earnout Payment will be earned. 2.2.2. If the Four-Year Period Adjusted PBT is greater than 85% of the Four-Year Period Target PBT but less than 100% of the Four-Year Period Target PBT, then an Additional Earnout Payment payable to Holdco, in accordance with Section 2.3 and Section 2.4, in the following total amount will be earned with respect to the Four-Year Period: $10,000,000 multiplied by a fraction (a) the numerator of which shall be (i) the Four-Year Period Adjusted PBT minus (ii) the product of (A) the Four-Year Period Target PBT multiplied by (B) 0.85 and (b) the denominator of which shall be the product of (i) Four-Year Period Target PBT multiplied by (ii) 0.15. 2.2.3. If the Four-Year Period Adjusted PBT is greater than or equal to 100% of the Four-Year Period Target PBT, then the Purchaser shall pay Holdco an Additional Earnout Payment equal to $10,000,000.