I am potentially structuring deal where the seller will retain a minority stake in the company. This is being done to bridge the gap between my valuation and theirs, keep their knowledge and experience involved etc. The seller won't have a comp plan but, instead, will get a portion of the distributions. Since we are creating some phantom equity for her (we will need to grow into the valuation) I am looking for creative ways to structure this as opposed to a pari passu agreement where she gets the same % of the distribution as her ownership %. Would love to hear your ideas.