100% Uses in Change of Control Clause

Change of Control from Executive Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of June 2, 2017 (the "Effective Date") by and between NovaBay Pharmaceuticals, Inc. ("Company") and Mark Sieczkarek ("Executive").

Change of Control. In the event that Executive is terminated in connection with a Change of Control (as hereinafter below), in exchange for Executive signing and not revoking a general release of claims in a form acceptable to the Company, Executive shall be entitled to (i) an amount equal to twice Executive's Base Salary ("CoC Severance") and (ii) an amount equal to the cash portion of Executive's target Annual Bonus for the fiscal year in which the termination occurs (with it deemed that all performance goals have been met at one hundred percent (100%) of budget or plan) multiplied by one hundred fifty percent (150%). For a period of eighteen (18) months, Executive may elect coverage for, and the Company shall reimburse Executive for, the amount of his premium payments for group health coverage, if any, elected by Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided, however, that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including (without limitation) his election of such coverage and his timely payment of premiums.

Change of Control from Incentive Plan

THIS AGREEMENT (the "Agreement"), made effective as of February 21, 2017 (the "Grant Date"), between BB&T CORPORATION, a North Carolina corporation ("BB&T"), for itself and its Affiliates, and the Employee (the "Participant") specified in the above Notice of Grant and Agreement (the "Notice of Grant"), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the "Plan").

Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant's Award shall be paid within two and one-half (2 1/2) months following a Change of Control as provided in Section 5(b) herein, calculated as follows: provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar year(s) during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant's Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Shares by a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, and then by determining the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier (and subject to the Maximum Award payment of 125% of the Shares) as provided in Section 2(c)(i)(cc) and Exhibit A, applied thereto for the completed calendar year(s) of the Performance Period; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by multiplying the Shares by a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, and then multiplying the product thereof by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.(ii)(1) For purposes of Section 2(b)(i)(3) above, a "Change of Control" will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T's then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T's Board, plus new directors whose election or nomination for election by BB&T's shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the "Continuing Directors"), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T's assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.(2) Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term "Change of Control" shall not include any event that is a "Merger of Equals." For purposes of the Plan and this Agreement, the term "Merger of Equals" means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the consu

Change of Control from Incentive Plan

THIS AGREEMENT (the "Agreement"), made effective as of February 21, 2017 (the "Grant Date"), between BB&T CORPORATION, a North Carolina corporation ("BB&T"), and <<First Name>> <<MI>> <<Last Name>>, an Employee (the "Participant").

Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant's Award shall be paid within two and one-half (2 1/2) months following a Change of Control as provided in Section 5(b) herein, calculated based on the Participant's base salary received during the shortened Performance Period (that commenced on January 1, 2017, and ended on the date of the Change of Control) averaged over the original three (3) year Performance Period ("Averaged Base Salary") as follows: (aa) the Participant's Averaged Base Salary shall first be multiplied by the Participant's Target % to arrive at a dollar amount (the "Product"); (bb) the Product shall then be divided by the number of months in the shortened Performance Period to arrive at a dollar amount (the "Quotient"); (cc) provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar years during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant's Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Quotient by the number of months in the completed calendar year(s) and then by the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier for the completed calendar year(s) (and subject to the Maximum Award payment of 125% of the Participant's Target %); and (2) for a partially completed calendar year in which a Change of Control occurs, an Award amount calculated by multiplying the Quotient by the number of months in the partially completed calendar year and then by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.(ii)(1) For purposes of Section 2(b)(i)(3) above, a "Change of Control" will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T's then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T's Board, plus new directors whose election or nomination for election by BB&T's shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the "Continuing Directors"), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T's assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section 409A.(2) Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term "Change of Control" shall not include any event that is a "Merger of Equals." For purposes of the Plan and this Agreement, the term "Merger of Equals" means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities represe

Change of Control from Facility Agreement

SCORPIO TANKERS INC., a corporation incorporated and existing under the laws of the Republic of The Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands as borrower (the "Borrower")

Change of Control. means:(a)in respect of the Borrower, (i)a "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than any holders of the Borrower's Equity Interests as at the date of this Agreement, becoming the ultimate "beneficial owner" (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of more than 35% of the total voting power of the Voting Stock of the Borrower (calculated on a fully diluted basis); or (ii)individuals who at the beginning of any period of two consecutive calendar years constituted the Board of Directors or equivalent governing body of the Borrower (together with any new directors (or equivalent) whose election by such Board of Directors or equivalent governing body or whose nomination for election was approved by a vote of at least two-thirds of the members of such Board of Directors or equivalent governing body then still in office who either were members of such Board of Directors or equivalent governing body at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least 50% of the members of such Board of Directors or equivalent governing body then in office;(b)in respect of any Guarantor, the occurrence of any act, event or circumstance that without prior written consent of the Majority Lenders results in the Borrower owning directly or indirectly less than 100% of the issued and outstanding Equity Interests in a Guarantor.

Change of Control from Notice

A summary of the terms of your grant of Restricted Stock Units ("RSUs") is set out in this notice (the "Grant Notice") but subject always to the terms of the Apache Corporation 2016 Omnibus Compensation Plan (the "Plan") and the Restricted Stock Unit Award Agreement (the "Agreement"). In the event of any inconsistency between the terms of this Grant Notice, the terms of the Plan and the Agreement, the terms of the Plan and the Agreement shall prevail.

Change of Control. Pursuant to Section 13.1(d) of the Plan, the following provisions of this section 4 of the Agreement shall supersede Sections 13.1(a), (b) and (c) of the Plan. Without any further action by the Committee or the Board, in the event of a Recipient's Involuntary Termination or Voluntary Termination with Cause occurring on or after a Change of Control of the Company that constitutes, with respect to the Company, a "change of ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation" within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations Section 1.409A-3(i)(5) (a "409A Change of Control") during the Vesting Period, the Recipient shall become 100% fully vested in the unvested RSUs granted to the Recipient pursuant to the Grant Notice as of the date of his Involuntary Termination or Voluntary Termination with Cause. Further, in the event of a 409A Change of Control of the Company following the Recipient's termination of employment by reason of Retirement while the Recipient is continuing to vest in the RSUs pursuant to section 3(b) of this Agreement, the Recipient shall become 100% fully vested in the unvested RSUs granted to the Recipient pursuant to the Grant Notice as of the date of the 409A Change of Control. Subject to section 12(d) of this Agreement, payment shall occur within thirty (30) days following the date of such Involuntary Termination or Voluntary Termination with Cause (or, if the Recipient is continuing to vest pursuant to section 3(b) of this Agreement, the date of the 409A Change of Control).

Change of Control from Stock Award Agreement

This Stock Award Agreement (this "Agreement") is made as of DATE the "Effective Date"), by and between Contango Oil & Gas Company, a Delaware corporation (the "Company" or "MCF"), and NAME (the "Participant"). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning ascribed to them in the Amended and Restated 2009 Incentive Compensation Plan, as adopted (the "Plan").

Change of Control. In the event of a Change of Control, vesting shall be accelerated and the Restricted Stock shall become immediately vested and exercisable with respect to one hundred percent (100%) of the shares of Restricted Stock subject to this Agreement without regard to the Participant's number of years of continuous service as an employee of the Company.

Change of Control from Stock Award Agreement

This Stock Award Agreement (this "Agreement") is made as of DATE the "Effective Date"), by and between Contango Oil & Gas Company, a Delaware corporation (the "Company" or "MCF"), and NAME (the "Participant"). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning ascribed to them in the Amended and Restated 2009 Incentive Compensation Plan, as adopted (the "Plan").

Change of Control. In the event of a Change of Control (as such term is defined in an employment agreement between Participant and the Company, the terms of which have been approved by the Committee or the Board, or, otherwise, by the Plan), vesting shall be accelerated and the Restricted Stock shall become immediately vested and exercisable with respect to one hundred percent (100%) of the shares of Restricted Stock subject to this Agreement without regard to the Participant's number of years of continuous service as an employee of the Company.

Change of Control from Transition Agreement

THIS TRANSITION AGREEMENT (the "Agreement") is entered into as of September 30, 2016 (the "Effective Date"), by and among TriNet Group, Inc., a Delaware corporation (together with its successors and assigns, the "Company"), and William Porter (the "Executive").

Change of Control. If Executive's employment is terminated either by the Company without Cause (and other than as a result of Executive's death or disability) or by Executive pursuant to a resignation for Good Reason (either, a "Covered Termination") within six (6) months following the effective date of a Change of Control, and provided the Covered Termination constitutes a "separation from service" (as defined under Treasury Regulations Section 1.409A-1(h)), then subject to Executive's compliance with the covenants set forth herein, Executive will be eligible for benefits (the "Enhanced Benefits") equal to the benefits described in Section 2(b) above, except that the vesting of each then outstanding, unvested equity award held by Executive will accelerate as to 100% of the then unvested shares subject to each such award, with such vesting occurring as of the date of Executive's termination. For purposes of this Agreement, a "Change of Control" will mean any of the following: (i) a merger or consolidation in which the Company is not the surviving entity or if the Company is the surviving entity, as a result of which the shares of the Company's capital stock are converted into or exchanged for cash, securities of another entity, or other property, unless (in any case) the holders of the Company's outstanding shares of capital stock immediately before such transaction own more than fifty percent (50%) of the combined voting power of the outstanding securities of the surviving entity immediately after the transaction, (ii) a sale, lease or other disposition, in one transaction or a series of transactions, of all or substantially all of the assets of the Company, or

CHANGE OF CONTROL from Amended and Restated

THIS IS THE EMPLOYEE STOCK OPTION PLAN ("Plan") of Carolina Commerce Bank (the "Bank"), a North Carolina bank, with its principal office in Gastonia, Gaston County, North Carolina, adopted by the Board of Directors of the Bank, under which options may be granted from time to time to eligible employees of the Bank to purchase shares of common stock of the Bank ("Common Stock"), as restated and amended as of June 27, 2007 (i) to comply with Section 409A of the Internal Revenue Code; and (ii) to effect certain proposals approved by the Bank's 2007 Annual Meeting of Stockholders, subject to the provisions set forth below:

CHANGE OF CONTROL. In the event that a "change of control" occurs prior to the time that all shares allocated to an optionee would be 100% vested, nonforfeitable and exercisable in accordance with Sections 9, 10 and 11 above, then, notwithstanding Sections 9, 10, and 11 above, all Options granted to such optionee shall immediately become fully vested and nonforfeitable. For purposes of this Plan, a "change of control" shall mean (i) an affirmative vote of the Bank's shareholders approving a change of control of a nature that would be required to be reported by the Bank in response to Item 1 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act; (ii) such time as any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of the outstanding Common Stock of the Bank; or (iii) individuals who constitute the Board of the Bank on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three- quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Bank's shareholders was approved by the Bank's Board of Directors or Nominating Committee, shall be considered as though he or she were a member of the Incumbent Board; or (iv) an affirmative vole of the Bank's shareholders approving the Bank's consolidation or merger with or into a corporation, financial institution, limited liability company, partnership, trust, joint stock company, trust company, association or entity or other reorganization, where the Bank is not the surviving entity in such transaction; or (v) an affirmative vote of the Bank's shareholders approving the sale or other transfer or acquisition of all or substantially all of the assets of the Bank by any person, entity or group. The formation of a parent holding company by the Bank's Board of Directors shall not be deemed a "change of control." SECTION 13. RESTRICTIONS ON TRANSFER. An Option granted under this Plan may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the optionee to whom it was granted, may be exercised only by such optionee. SECTION 14. CAPITAL ADJUSTMENTS AFFECTING COMMON STOCK.

Change of Control

Change of Control. In the event of a Change of Control, one hundred percent (100%) of all performance and time based options, restricted stock and restricted stock units not already vested, shall become immediately vested upon the occurrence of both (a) a Change of Control, (b) followed by the first to occur of (i) a termination of your employment by the Company or any successor thereto without Cause, (ii) a material diminution in the nature or scope of your duties, responsibilities, authorities, powers or functions that constitutes Good Reason, or (iii) the twelve month anniversary of the occurrence of the Change of Control provided that you then remain an employee of the Company or its successor. 4. Benefits. During your employment with the Company, you will continue to be eligible for the Companys general employee benefit programs (subject to any required employee contributions) which include paid-time off, medical, dental and vision insurance, life insurance, short-term disability and long-term disability insurance and participation in the Companys 401(k) retirement savings program and the Companys employee stock purchase plan). Unused vacation may be carried over each year during your employment or paid to you upon termination consistent with Company policy and limitations. Notwithstanding the foregoing, the Company retains the right to change, add or cease any particular benefit for its employees. In addition to any group and/or executive life insurance benefits made available by the Company to its employees, the Company will maintain life insurance which will pay to your beneficiaries a death benefit equal to one million five hundred thousand dollars ($1,500,000). 5. Confidentiality. The Company considers the protection of its confidential information, proprietary materials and goodwill to be very important. Therefore, as a condition of your employment, you and the Company became parties to a Confidentiality, Assignment of Inventions and Employment-At-Will Agreement for Consultants and Employees as of the commencement of your employment, and such agreement remains in full force and effect. 6. Indemnity. As an executive of the Company, the Company provided you with an Indemnity Agreement that you and the Company entered into as of the commencement of your employment, and such agreement remains in full force and effect. 7. Termination and Eligibility for Severance. You will be eligible to receive the applicable termination and severance benefits set forth in this Section 7, unless your employment is terminated by the Company for Cause or you resign from employment other than for Good Reason. (a) In the event the Company terminates your employment for any reason other than Cause (which shall not include termination of your employment due to your death or Disability), or you terminate your employment for Good Reason (regardless of a Change in Control) in accordance with Section 7(d), and subject to your execution of a comprehensive release of claims as set forth in Section 7(c) below, you (or your estate or your successors and assigns, as the case may be) will be eligible to receive the following severance and related post-termination benefits: