Earnouts

Earnouts. Means, collectively, (a) each of (i) the Earn Out Amount, (ii) the Sale Earn Out Amount, (iii) the Sale Year Extrapolated Earn Out Amount, (iv) the Tax Benefit Amount, (v) the Buyer Sale NOL Amount, and (vi) the Surviving Corporation Sale NOL Amount payable to the Target Shareholders under, and as those terms are defined in, that certain Agreement and Plan of Merger by and among Simmons Company, SC Acquisitions, Inc. and SC Holdings, Inc.,... dated as of February 28, 2003; (b) amounts paid or payable to certain former shareholders of the Company pursuant to letter repurchase agreements with the Company, each dated as of November 6, 2003, relating to the repurchase of shares of common stock of the Company; (c) amounts payable pursuant to the Letter Agreement, dated as of December 31, 2002, by and among Fenway Partners, Inc., William L. McMahon and Boston Garden Advisors, LLC; and (d) amounts payable under any Contracts, plans or programs pursuant to which payments, or an acceleration of or increase in benefits, would be required upon or after a change of control of the Company or any of its Subsidiaries triggered by the transactions contemplated in this Agreement, other than amounts payable under or in respect of the Options, the Warrants, the Former Management Obligations, the 2003 Stock Appreciation Rights Plan and any rights or certificates issued thereunder, any Indebtedness of the Company or any of its Subsidiaries, and any amounts otherwise contemplated in Section 1.2(b) hereof. View More