Change in Control Uses in CHANGE IN CONTROL Clause

CHANGE IN CONTROL from Incentive Plan

This STEELCASE INC. MANAGEMENT INCENTIVE PLAN ("Plan") is a program for measuring financial performance in terms of certain performance measures and providing eligible Employees with incentive compensation based upon the performance measure results. The objective of the Plan is to encourage initiative, resourcefulness, teamwork, motivation, and efficiency on the part of all Employees that will result in financial success for both the shareholders and the Employees of the Company. The Plan provides annual incentive compensation for eligible Employees who are in a position to make substantial contributions toward achievement of the financial performance goals established pursuant to the Plan.

CHANGE IN CONTROL. Upon a Change in Control, the Participant's incentive compensation dollar amount for the Plan Year, if any, shall be based on the greater of (a) the amount earned as determined using the applicable performance of the Performance Measure achieved through the date of the Change in Control, as determined by the Committee in its sole discretion or (b) the amount earned as determined using the target level of performance the Performance Measure, and in either case, shall be prorated based on the Participant's time of active employment as a Participant during the Plan Year through the date of the Change in Control. The prorated bonus shall be paid as a single lump sum payment to the Participant as soon as reasonably practicable following the date of the Change in Control, but in no event later than 30 days following the date of the Change in Control.Payments made under this Section 8 shall be made only to the extent that actions taken under this Section 8 would not cause any payment to result in deferred compensation that is subject to the additional tax under Section 409A of the Code.

Change in Control from Incentive Plan

Change in Control. The Administrator may provide in the applicable Award Agreement that an Award will vest on an accelerated basis upon the Participants termination of employment or service in connection with a Change in Control or upon the occurrence of any other event that the Administrator may set forth in the Award Agreement. If the Company is a party to an agreement that is reasonably likely to result in a Change in Control, such agreement may provide for: (i) the continuation of any Award by the Company, if the Company is the surviving corporation; (ii) the assumption of any Award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of equivalent awards for any Award, provided, however, that any such substitution with respect to Options and Stock Appreciation Rights shall occur in accordance with the requirements of Code Section 409A; or (iv) settlement of any Award for the Change in Control Price (less, to the extent applicable, the per share exercise or grant price), or, if the per share exercise or grant price equals or exceeds the Change in Control Price (organization) values">Change in Control Price or if the Administrator determines that Award cannot reasonably become vested pursuant to its terms, such Award shall terminate and be canceled. To the extent that Restricted Shares, Restricted Stock Units or other Awards settle in Shares in accordance with their terms upon a Change in Control, such Shares shall be entitled to receive as a result of the Change in Control transaction the same consideration as the Shares held by stockholders of the Company as a result of the Change in Control transaction. For purposes of this Section 12, Change in Control Price shall mean (A) the price per share of Common Stock paid to stockholders of the Company in the Change of Control transaction or (B) the Fair Market Value of a Share upon a Change in Control as determined by the Administrator. To the extent that the consideration paid in any such Change in Control transaction consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in good faith by the Administrator.

Change in Control from Incentive Compensation Plan

Change in Control. Unless a Participants employment agreement with the Company or an Affiliate states otherwise, if a Participants employment is terminated without Cause or for Good Reason during the 12-month period following a Change in Control, the Participant will receive an amount equal to his or her Target Award for the year of termination multiplied by a fraction, the numerator of which equals the number of days that have elapsed since the beginning of the Performance Period through and including the date of termination and the denominator of which equals the number of days in the Performance Period. Amounts paid pursuant to this Section 8 will be paid within sixty (60) days following the employment termination.

Change in Control from Restricted Stock Unit Agreement

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Invitation Homes Inc., a Maryland corporation (the "Company"), and the Participant (as defined below).

Change in Control. Notwithstanding Section 5(a) of this Agreement, in the event of a Qualifying Termination during the 24-month period immediately following a Change in Control, any unvested RSUs shall become vested as of the Termination Date, and shall thereafter be settled in accordance with this Agreement. In the event of a Change in Control, in connection with which the successor to the Company fails to assume, convert or replace the RSUs, the 3RSUs, to the extent not assumed, will become vested as of immediately prior to the Change in Control.

Change in Control from Performance Share Award Agreement

THIS AGREEMENT (the Agreement) effective , represents the grant of Performance Shares by RBB Bancorp, a California corporation (the Company), to the Participant named above, pursuant to the provisions of the Plan.

Change in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, the Participant shall be entitled to that proportion of the number of Performance Shares as such Participant is entitled to under Section 3 for such Performance Period that the number of full months of participation during the Performance Period (as of the effective date of the Change in Control) bears to the total number of months in the Performance Period. When there is a Change in Control, the TSR shall be calculated as set forth in Article 3, except that the Ending Stock Price shall mean the average closing price on the applicable stock exchange of one share of stock for the twenty (20) trading days immediately prior to the Change in Control. Performance Shares shall be paid out to the Participant in cash within thirty (30) days of the effective date of the Change in Control. Change in Control of the Company shall be deemed to have occurred (as of a particular day, as specified by the Board) upon the occurrence of any of the following events:

Change in Control from Equity Incentive Plan

Change in Control. The Board shall have the right to determine that any unvested or unearned Bonus Shares, Restricted Share Units, Deferred Share Units, Performance Share Units or Other Share-Based Awards or Restricted Shares subject to a Restricted Period outstanding immediately prior to the occurrence of a Change in Control shall become fully vested or earned or free of restriction upon the occurrence of such Change in Control. The Board may also determine that any vested or earned Bonus Shares, Restricted Share Units, Deferred Share Units, Performance Share Units or Other Share-Based Awards shall be cashed out at the Market Price as of the date such Change in Control is deemed to have occurred, or as of such other date as the Board may determine prior to the Change in Control. Further, the Board shall have the right to provide for the conversion or exchange of any Bonus Shares, Restricted Share Unit, Deferred Share Unit, Performance Share Unit or Other Share-Based Award into or for rights or other securities in any entity participating in or resulting from the Change in Control.

Change in Control from Restricted Stock Unit Grant Agreement

This Grant is made as of the [Date] day of [Month], [20__] ("Date of Grant") by Anixter International Inc., a Delaware corporation (the "Company"), to [First Name] [Last Name] ("Participant") pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the "Plan").

Change in Control. Upon a Change in Control as defined in the Plan, the Units (to the extent not previously forfeited) shall become immediately and fully vested and shall convert to shares of Common Stock on the date of the Change in Control.

Change in Control from Stock Option Agreement

This Grant is made as of the [Date] day of [Month], 20[__] ("Date of Grant") by Anixter International Inc., a Delaware corporation (the "Company"), to [First Name] [Last Name] ("Participant") pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the "Plan").

Change in Control. In the event of a Change in Control, as defined in the Plan, the Option shall become fully vested and exercisable immediately prior to the Change in Control.

Change in Control from Stock Incentive Plan

This Grant is made as of the [Date] day of [Month], 20[__] ("Date of Grant") by Anixter International Inc., a Delaware corporation (the "Company"), to [First Name] [Last Name] (the "Director") pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the "Plan"). In accordance with the Company's current Director compensation program, $150,000 of the annual Board retainer ($325,000 of the Chairman's annual retainer) is deferred into Stock Units under the Plan. In addition, the Director can elect, prior to the calendar year for which the Board services are performed, either (i) to defer all or a portion of the remainder of the annual Board retainer and, if applicable, all of the annual committee chair retainer and the Audit Committee member annual retainer, or (ii) to have such compensation paid in cash. The Director must also indicate in the election form the time at which the deferred Stock Units will be converted to shares of Common Stock and paid to the Director.

Change in Control. Upon a Change in Control as defined in the Plan, the Units shall convert to the same number of shares of Common Stock on the date of the Change in Control and be distributed to the Director no later than 30 days following the Change in Control. In the event the Common Stock is converted into other securities or cash, the Director shall receive such consideration in lieu of shares.

Change in Control from Restricted Stock Unit Award Agreement

Change in Control. Notwithstanding the foregoing, and notwithstanding any provision of Section 12(A) of the 2016 Plan to the contrary, this Award shall be treated as follows in the event of a Change in Control prior to a Vesting Date and while the Participant remains employed by Valvoline and its Subsidiaries: