Common use of Determining Profit Clause in Contracts

Determining Profit. For purposes of determining Profit under this Section 4: (i) all non-cash items shall be valued based upon the fair market value thereof as determined by an independent expert selected by Parent and who is reasonably acceptable to the Company Stockholder and (ii) all deferred payments or consideration shall only be deemed Alternative Transaction Consideration or Second Transaction Consideration, as the case may be, if and when actually received by the Company Stockholder, and any portion of which that constitutes Profit shall be paid over promptly following receipt. For the avoidance of doubt, Profit shall not include any compensation or sale proceeds realized by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in respect of his 4,333 unexercised stock options and 3,859 currently unvested, performance-based, restricted stock awards under the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan or any expense reimbursement, indemnification or other amounts that may be received by the Company Stockholder under any Company or other insurance policy or any indemnification arrangement between the Company or other Person and the Company Stockholder or pursuant to the Separation Agreement and Release between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the Company and the other parties thereto dated December 14, 2015 (other than with respect to the 2,470 shares in the Common Stock owned by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇).