definiens: shall mean, subject to Section 10.13 ( d ), Purchaser 's income after all cash and non - cash expenses ( excluding any deduction for amortization but including deduction for depreciation ) but before income taxes ; provided, however, that ( i ) in no event shall any reduction be made for corporate income taxes ( state or federal ) or any other expenses incurred by Purchaser for internal accounting or tax purposes, ( ii ) auditing fees and expenses shall not exceed $ 20,000 per 12 - month period, ( iii ) SFBC may charge a management fee not exceeding $ 12,000 per 12 - month period, including $ 12,000 for the 12 - month period beginning April 1, 2000, ( iv ) no reduction shall be made for any bonus paid to David Scott Davis pursuant to Section 3 ( b ) ( ii ) of the Employment Agreement of even date herewith with Purchaser ( which provisions entitle David Scott Davis to a bonus which is a function of the amount of the Earn - Out ), and ( v ) in no event shall any reduction be made on account of the issuance of any equity security, or the grant of an option or other right to acquire any equity security, of either Purchaser of SFBC