Valuation adjustment mechanism has been widely applied in acquisitions of listed companies in China today, and is usually agreed upon future financial performance indicators of acquired companies (mostly net income). This paper examines how changes of key contents of VAM agreement affect firms’ ability to meet performance commitments from the perspective of incentive effects. Empirical results show that as the performance goals set in VAM agreement becomes higher, the incentive for management to meet performance commitments will initially increase and then decrease, so that the ratio of actual profits to promised profits for target firms will reach peak at some reasonable performance goal and then decrease. Second, as the level of the information asymmetry between buyer and seller turns higher, the incentive effect of performance goals becomes lower. Third, compared with cash-based compensation, stock-based compensation shows significantly higher incentive effects on promisors thus increasing the ability for target firms to achieve performance commitments.