Common use of Performance Payment Clause in Contracts

Performance Payment. (a) Subject to the terms and conditions of this Agreement, each Participating Holder shall be eligible to receive Performance Payment (as defined below), if and only to the extent earned, as set out in this Section 1.8. (b) The amount of the Performance Payment that may become payable shall be equal to the sum of (i) “Earn-Out Cash Consideration” calculated as follows: (A) the amount, if any, by which the Company Revenue for the twelve month period beginning January 1, 2014 and ending December 31, 2014 (the “Performance Period”) exceeds Seventy Five Million Dollars ($75,000,000) multiplied by (B) the Applicable Percentage, provided, however, that in no event shall the Earn-Out Cash Consideration be greater than Sixty Five Million Dollars ($65,000,000), plus (ii) “Bonus Earn-Out Cash Consideration” in the amount of an additional Ten Million Dollars ($10,000,000), only if Company Revenue during the Performance Period exceeds Two Hundred Million ($200,000,000) (any amount of Bonus Earn-Out Cash Consideration and Earn-Out Cash Consideration, together, the “Performance Payment”). Notwithstanding the foregoing, the Performance Payment shall be reduced by an amount equal to the aggregate Earn-Out Bonus Amount (as defined in the Retention Plan) payable to all Participants pursuant to the Retention Plan.