We empirically examine earnout contracts, which provide for contingent payments in
acquisition agreements. Our analysis reveals considerable heterogeneity in the potential
size of the earnout, the performance measure on which the contingent payment is
based, the period over which performance is measured, the form of payment for the
earnout, and the overall sensitivity of earnout payment to target performance. Our tests
of the determinants of contract terms yield support for the view that earnouts are
structured to minimize the costs of valuation uncertainty and moral hazard in
acquisition negotiations.