Upside Payment Sample Clauses
An Upside Payment clause defines the terms under which one party receives additional compensation if certain favorable outcomes or performance targets are achieved. Typically, this clause applies in contracts involving profit-sharing, investments, or performance-based arrangements, where the recipient is entitled to a share of gains exceeding a specified threshold or benchmark. Its core function is to incentivize superior performance or align interests by ensuring that parties benefit from positive results beyond the agreed baseline.
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Upside Payment. (a) Subject to Section 2.4(b), the Company Holders shall be entitled to an Upside Payment with respect to the Second Earnout Period, payable (in the form and amounts required by Section 2.1(d)(iv)), if (and only if) the Company’s Profit Adjusted Upside Revenue is equal to or greater than the Minimum Upside Revenue Target, such Upside Payment to be calculated as follows:
(i) if Profit Adjusted Upside Revenue is less than the Minimum Upside Revenue Target, then the Company Holders shall not be entitled to an Upside Payment.
(ii) if Profit Adjusted Upside Revenue is equal to or greater than the Maximum Upside Revenue Target, then the Company Holders shall be entitled to an Upside Payment equal to 100% of the Upside Payment.
(iii) if Profit Adjusted Upside Revenue is equal to or greater than the Minimum Upside Revenue Target but less than the Maximum Upside Revenue Target, then the Company Holders shall be entitled to an Upside Payment equal to the product of (x) $6,473,468 multiplied by (y) the sum of (i) 0.10 and (ii) the product of 0.90 multiplied by a fraction, the numerator of which is the amount by which Profit Adjusted Upside Revenue exceeds the Minimum Upside Revenue Target and the denominator of which is the Upside Spread.
(b) Notwithstanding Section 2.4(a), no Upside Payment shall be due and payable unless each of the following conditions are satisfied:
(i) No Upside Payment shall be paid if at the end of the Second Earnout Period 77% or fewer of the full time employees of the Company and its Subsidiaries are employed outside of the United States. For purposes of this Section 2.4(b)(i), foreign-based employees that are on temporary assignments in the United States shall nonetheless continue to be considered employed outside of the United States but any employees who are present in the United States for more than 180 days during the Second Earnout Period will be considered employed inside of the United States.
(ii) No Upside Payment shall be paid if 62% or more of the Company’s consolidated revenues (excluding revenues derived from Analytical Services) included in the Actual Earnout Revenue Amount for the Second Earnout Period is derived in the aggregate from the Two Specified Clients it being agreed that the revenues derived from Consulting Services rendered on any individual project where (A) either of the Two Specified Clients is the customer and (B) such project contributed more than $3,000,000 to revenues in the Second Earnout Period, shall be ex...