Earnout early exit

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by a searcher from Harvard University
in Toronto, ON, Canada

1yr ago

Earnout early exit

I am exploring ways to exit a seller early in case a 30-months earnout is achieved in lets say 18 months.

Do you still continue to hold the employment agreement of seller for 30 months?

Or do you let him exit in 18 months? Do you consider 30-months earnout ebitda to be reached within 18 months?

What happens if seller bags a last minute contract to spike to earnout ebitda and if that 1 customer occupies more than 20% of revenue?

What are the things that go wrong in earnout?

What happens if withinredactedmonths you understand that no way the seller can hit the earnout, do you exit him or do you extend the time to hit earnout?

What if the earnout is hit in 18 months but employment agreement still is ongoing? If the seller quits job without notice what is the recourse?

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reply by a professional 1yr ago
from Bentley College in Miami, FL, USA

Here are some things to consider:

Early Earnout Achievement: If the seller hits the target early, you might want to tie their employment agreement to the earnout timeline, allowing an exit after payout. Alternatively, you could offer a shorter, consulting-style role post-earnout if continued involvement is valuable.

Last-Minute Contract Risk: Consider adding terms that exclude revenue concentration spikes from single contracts if they exceed a set percentage. This protects you from artificial earnout boosts.

Earnout Misses: If it’s clear the target won’t be met, you could renegotiate or end the relationship early, depending on what’s best for the business. Be sure to define how non-performance is handled.

Employment Agreement vs. Earnout: If the employment agreement extends beyond the earnout and the seller quits, having well-defined notice and clawback clauses can provide recourse.

If you ever need help fine-tuning terms or reviewing deal structures, you can use DueDilio to hire an M&A professional to help you. redacted

reply by a professional 1yr ago
from University of Massachusetts at Lowell in Chicago, IL, USA

You need real accounting/financial advice to appropriately structure an earnout - I would caution you against doing this yourself. Everything needs to be defined from the financial definition of EBITDA (often times non definitional EBITDA items are included) to what happens if EBITDA misses Otherwise, you're getting the short end of the stick.