Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. The Sellers shall be entitled to deferred consideration (the "Deferred Consideration") as set forth below, payable as provided in Section 2.9: (a) In the event that EBITDA (as defined below) for the period from the Closing Date to December 31, 2001 (the "First Period") is greater or equal to zero (0), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii). (b) In the event that EBITDA for the period from January 1, 2002 to December 31, 2002 (the "Second Period") is greater or equal to One Million Dollars ($1,000,000) (the "Second Period Target Amount"), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Second Period is less than the Second Period Target Amount but equal to or greater than Eight Hundred Thousand Dollars ($800,000). Sellers shall be entitled to receive that number of ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to EBITDA for the Second Period. Sellers will not be entitled to receive any Deferred Consideration for the Second Period to the extent EBITDA for such period is less than Eight Hundred Thousand Dollars ($800,000); Additionally, to the extent that EBITDA for the Second Period is equal to or greater than Four Million Dollars ($4,000,000), the Sellers shall be entitled to receive an option to purchase 100,000 shares of ▇▇▇▇▇▇▇ Common Stock in accordance with ▇▇▇▇▇▇▇'▇ Amended and Restated 1996 Share Option and Incentive Plan. (c) In the event EBITDA for the period from January 1, 2003 to December 31, 2003 (the "Third Period") is greater or equal to Three Million Dollars ($3,000,000) (the "The Third Period Target Amount"), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Third Period is less than the Third Period Target Amount but equal to or greater than Two Million Four Hundred Thousand Dollars ($2,400,000), Sellers shall be entitled to receive that number of ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to the percentage under One Million Dollars ($1,000,000) corresponding to the amount that EBITDA for the Third Period is less than the Third Period Target Amount. By way of example, if EBITDA for the Third Period is Two Million Seven Hundred Thousand Dollars ($2,700,000) (ninety percent (90%) of Third Period Target Amount), Sellers would receive ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to Nine Hundred Thousand Dollars ($900,000), ninety percent (90%) of One Million Dollars ($1,000,000). Sellers will not be entitled to receive any Deferred Consideration for the Third Period to the extent EBITDA for such period is less than Two Million Four Hundred Thousand Dollars ($2,400,000). Additionally, to the extent that EBITDA for the Third Period is equal to or greater than Six Million Dollars ($6,000,000), the Sellers shall be entitled to receive an option to purchase 100,000 shares of ▇▇▇▇▇▇▇ Common Stock in accordance with ▇▇▇▇▇▇▇'▇ Amended and Restated 1996 Share Option and Incentive Plan.

Deferred Consideration. The Sellers shall be entitled to deferred consideration (the "Deferred Consideration") as set forth below, payable as provided in Section 2.9: (a) In the event that EBITDA (as defined below) for the period from the Closing Date to December 31, 2001 (the "First Period") is greater or equal to zero (0), the Sellers shall be entitled to receive Stei▇▇▇ ▇▇▇▇▇▇▇ Shares res equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii). (b) In the event that EBITDA for the period from January 1, 2002 to December 31, 2002 (the "Second Period") is greater or equal to One Million Dollars ($1,000,000) (the "Second Period Target Amount"), the Sellers shall be entitled to receive Stei▇▇▇ ▇▇▇▇▇▇▇ Shares res equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Second Period is less than the Second Period Target Amount but equal to or greater than Eight Hundred Thousand Dollars ($800,000). Sellers shall be entitled to receive that number of Stei▇▇▇ ▇▇▇▇▇▇▇ Shares res (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to EBITDA for the Second Period. Sellers will not be entitled to receive any Deferred Consideration for the Second Period to the extent EBITDA for such period is less than Eight Hundred Thousand Dollars ($800,000); Additionally, to the extent that EBITDA for the Second Period is equal to or greater than Four Million Dollars ($4,000,000), the Sellers shall be entitled to receive an option to purchase 100,000 shares of Stei▇▇▇ ▇▇▇▇▇▇▇ Common mon Stock in accordance with ▇▇▇▇Stei▇▇▇'▇ Amended ▇▇▇nded and Restated 1996 Share Option and Incentive Plan. (c) In the event EBITDA for the period from January 1, 2003 to December 31, 2003 (the "Third Period") is greater or equal to Three Million Dollars ($3,000,000) (the "The Third Period Target Amount"), the Sellers shall be entitled to receive Stei▇▇▇ ▇▇▇▇▇▇▇ Shares res equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Third Period is less than the Third Period Target Amount but equal to or greater than Two Million Four Hundred Thousand Dollars ($2,400,000), Sellers shall be entitled to receive that number of Stei▇▇▇ ▇▇▇▇▇▇▇ Shares res (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to the percentage under One Million Dollars ($1,000,000) corresponding to the amount that EBITDA for the Third Period is less than the Third Period Target Amount. By way of example, if EBITDA for the Third Period is Two Million Seven Hundred Thousand Dollars ($2,700,000) (ninety percent (90%) of Third Period Target Amount), Sellers would receive Stei▇▇▇ ▇▇▇▇▇▇▇ Shares res (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to Nine Hundred Thousand Dollars ($900,000), ninety percent (90%) of One Million Dollars ($1,000,000). Sellers will not be entitled to receive any Deferred Consideration for the Third Period to the extent EBITDA for such period is less than Two Million Four Hundred Thousand Dollars ($2,400,000). Additionally, to the extent that EBITDA for the Third Period is equal to or greater than Six Million Dollars ($6,000,000), the Sellers shall be entitled to receive an option to purchase 100,000 shares of Stei▇▇▇ ▇▇▇▇▇▇▇ Common mon Stock in accordance with ▇▇▇▇Stei▇▇▇'▇ Amended ▇▇▇nded and Restated 1996 Share Option and Incentive Plan.