A seller also needs to separate its right to an earnout from the severance provisions of its employment agreement with the buyer. An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance.2. Situations when an earnout might be appropriate. 3. This article looks at how earn outs work, examines common earn out structures and provides tips for negotiating your earn out. (viii)"Earnout Period" means the 18 month period commencing on the first day of the first full calendar month immediately following the Closing Date. In a typical earnout deal, parties will provision for only a part of the purchase price to be paid upfront; the balance consideration, i.e.