Partial Change of Ownership Financing, Future Buyout Parameters, and Employment Agreement Questions

This post is similar to a post shared here recently (^redacted‌), which I’ve reviewed along with the comments, but the background is different - mainly that there are multiple owners with different exit timelines, and we’ve already agreed to a fair purchase price for the business as it stands today. The Situation: I am a geographically constrained buyer. I’ve been in discussions for a few months with a company that has three equal owners. One owner, who I would replace, is looking to exit in###-###-#### months. The other two owners would like to remain involved for ~2 more years, after which replacements would be needed. Because of newer SBA rules around partial changes of ownership and personal guarantees, I’m considering a staged, non-SBA path: Short employment period (~6 months) --> Partial buyout of the first owner --> Full buyout of the remaining owners in ~2 years I understand the major risks: opportunity cost if I don’t move forward, potential misalignment or personality conflicts, timeline slippage if the remaining owners want to stay longer, etc. These are and will continue to be taken into consideration before a decision is made. My Questions: 1) Financing a partial change of ownership: My current thinking is seller financing from the first owner (some cash down + a balloon tied to the later transaction). For those who’ve done staged transitions, are there alternative structures you’ve seen that better balance risk between buyer and seller? If anyone has examples of how this has been in practice, I’d appreciate seeing how others have structured it. ----------- 2) Setting parameters now for a future buyout: The group has accepted an IOI reflecting the company’s value today. What I’m trying to do now is set guardrails around how the remaining equity would be priced so I’m not simply driving up my own purchase price through my efforts while also accounting for downside protection. Have you seen effective mechanisms for this? (current plan: baseline EBITDA constructs, predefined formulas, caps/floors, separating performance-driven growth from multiple expansion, etc.) Would value seeing examples of structures or language others have used to handle this. ----------- 3) Employment agreement considerations: Given the intended ownership path, what provisions have you found most important to include at the employment stage? I’m thinking around governance/information rights, comp tied to value creation vs. purchase price impact, and protections if the later transaction timeline shifts. Thank you!