Earnout – An arrangement in which sellers of a business receive additional future payment, usually based on future earnings.

“As many as half of all small business acquisitions involve earnouts, which generally last from two to four years and range from 15% to 30% of the purchase price (though 50% is not unheard of). Earnouts are particularly common in acquisitions of high-growth companies and those with unproven products. Takeovers of service businesses, in which the entrepreneur’s relationships with clients are crucial, are also likely candidates for earnouts.”

Earnouts can be a very risky transaction. It takes all of the power (and accomplishments) you hold in your company and hands it over to the corporation who purchases the rights. Don’t get starry-eyed by the initial payoff. Negotiate for all you and your company are worth.

Here’s how to protect yourself:

1) Get a lawyer.
2) Get the largest up-front payment you can.
3) Negotiate the targets for the earnout.
4) Fight for sliding-scale rather than all-or-nothing payments.

Source:
BusinessWeek.com