Change of Control Uses in Change of Control Clause

Change of Control from Bonus Plan

Change of Control. In the event of a Change of Control of the Company, in addition to any action required or authorized by the terms of an Award Schedule, the Committee may, in its sole discretion, take any of the following actions, subject to any required deferrals in accordance with Code Section 409A, as a result, or in anticipation, of any such event to assure fair and equitable treatment of Participants: (a) accelerate time periods for purposes of vesting in, or receiving any payment with regard to, any outstanding Award, or (b) make adjustments or modifications to outstanding Awards as the Committee deems appropriate to maintain and protect the rights and interests of Participants following such Change of Control. Any such action approved by the Committee shall be conclusive and binding on the Company and all Participants.

Change of Control from Share Option Agreement

Change of Control. Upon the occurrence of (i) a Change of Control and (ii) a Termination of Employment or Service in Connection with a Change of Control, the Option shall automatically become fully exercisable.

Change of Control from Severance Agreement

This Severance Agreement (the "Agreement") is made and entered into by and between TEMI ODUOZOR ("Employee") and Giga-tronics Incorporated, a California Corporation (the "Company"), effective as of August 27, 2016 (the "Effective Date"). This Agreement supersedes any existing Severance Agreement or other agreement providing similar benefits between Employee and the Company.

Change of Control. If the Involuntary Termination occurs (i) within two months before the first public announcement of a proposed Change of Control that is completed (whether or not in the same form as first announced) or (ii) within twelve (12) months following a Change of Control, then the benefits provide in subsection (ii) ("Severance") and (iii) ("Continued Employee Benefits") shall be for a period of six months after termination rather than any shorter period specified in such subsections.

Change of Control

WHEREAS, the certificate of incorporation of the Company (the "Charter") provides for a class of its authorized stock known as Preferred Stock, consisting of 10,000,000 shares, $0.0001 par value per share ("Preferred Stock"), issuable from time to time in one or more series;

Change of Control. For sake of clarity, if a Reorganization Event constitutes a Change of Control, then Section 8 shall take precedence over this Section 13.

Change of Control from Common Stock Purchase Warrant

This Warrant is issued to the Registered Holder pursuant to and is subject to the terms and conditions of the Merger Agreement by and among the Company, KeyStone Solutions, Inc., a Delaware corporation (KeyStone), Brekford Corp., a Delaware corporation and the other parties named therein dated as of February 10, 2017 (the Merger Agreement). Upon the Closing of the Merger Agreement (Closing), KeyStone became a wholly-owned subsidiary of the Company. As part of the merger consideration therefor, among other things, the Registered Holder received this Warrant in exchange for a warrant to purchase shares of the common stock of KeyStone, originally issued to the Registered Holder on January 25, 2017. As of the Closing, this Warrant and the Warrant Stock are registered with the U.S. Securities and Exchange Commission (the SEC) on a Registration Statement on Form S-4 (the Registration Statement), which became effective as of [*], 2017; however, this registration will be subject at all times t

Change of Control. In the event of a Change of Control of the Company, if the shares of Common Stock of the Company become convertible or exchangeable for the shares of Common Stock of another company (the Change of Control Company (organization) values">Change of Control Company), whether by virtue of the Change of Control Company being the merged, consolidated, surviving, controlling or other entity in a transaction constituting a Change of Control, then this Warrant shall be converted into and exchangeable for a warrant to purchase shares of the common stock of the Change of Control Company; provided, further, that price per share of common stock of the Change of Control Company purchasable pursuant to this section will be calculated based upon the following formula: the numerator shall be the Exercise Price and the denominator shall be the number of shares for which each share of the Company is exchanged or, at the option of the Registered Holder, in accordance with Section 2.c above. It shall be the obligation of the Company to assure and effectuate the foregoing, to advise all parties to the Change of Control of this obligation and the rights of the Registered Holder hereunder, and to obtain the written assumption by the Change of Control Company of this Warrant and the obligations of the Company hereunder and to provide a copy thereof to the Registered Holder. For purposes of this Warrant, the term Change of Control shall mean any of the following:

CHANGE OF CONTROL from Stock Plan

CHANGE OF CONTROL. General Rules. Except as otherwise provided in an Award Agreement or determined by the Committee at the time an Award is granted, if a Change of Control occurs, then:

Change of Control from Incentive Compensation Plan

Change of Control. Subject to the terms of the applicable Award Agreements, in the event of a Change of Control, the Board, as constituted prior to the Change of Control, may, in its discretion:

Change of Control

FIRST SUPPLEMENTAL INDENTURE, dated as of May 24, 2017, among CTR Partnership, L.P., a Delaware limited partnership, and CareTrust Capital Corp., a Delaware corporation (each, an Issuer, and together, the Issuers), CareTrust REIT, Inc., a Maryland corporation (Parent), as Guarantor, CareTrust GP, LLC, a Delaware limited liability company (General Partner), as Guarantor, each of the other Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the Trustee) to the Indenture, dated as of May 24, 2017, between the Issuers, the Parent, the Guarantors from time to time party thereto and the Trustee (the Base Indenture and, as supplemented by this First Supplemental Indenture, the Indenture).

Change of Control. (a) Except as otherwise provided in this Section 10.7, the Issuers shall commence, no later than 30 days after the occurrence of a Change of Control, and, subject to the terms and conditions of such Offer to Purchase, thereafter consummate an Offer to Purchase all Notes then outstanding, at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the Payment Date. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance. (b) The Issuers shall not be required to make an Offer to Purchase as a result of a Change of Control if a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or if notice of redemption has been given pursuant to Section 5 or 6 of the Notes. Notwithstanding anything to the contrary contained herein, an Offer to Purchase may be made in advance of a Change of Control, subject to one or more conditions precedent, including, but not limited to, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Offer to Purchase is made. (c) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes held by non-Affiliates validly tender and do not withdraw such Notes in an Offer to Purchase and the Issuers, or any third party making the Offer to Purchase in lieu of the Issuers as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 days nor more than 60 days prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption.

Change of Control from Performance Share Unit Agreement

THIS AGREEMENT (this Agreement) is made by and between HANGER, INC., a Delaware corporation (the Company), and the employee (Employee) identified on the Companys online electronic list of persons to whom a grant of Performance Share Units has been made by the Company.

Change of Control. If a Change of Control occurs prior to the settlement of the Performance Share Units, then the Performance Share Units shall be treated as provided in Employees Employment Agreement with the Company, or, if (a) the Employee does not have an Employment Agreement or (b) the Employees Employment Agreement does not address the treatment of the Performance Share Units on the Change of Control, then the Target Performance Share Units shall vest or, if greater, the number of Performance Share Units corresponding to the performance result calculated as of immediately prior to the Change of Control. Any Performance Share Units not deemed vested upon the Change of Control shall be cancelled.

Change of Control from Performance Share Unit Agreement

THIS AGREEMENT (this Agreement) is made by and between HANGER, INC., a Delaware corporation (the Company), and the employee (Employee) identified on the Companys online electronic list of persons to whom a grant of Performance Share Units has been made by the Company.

Change of Control. If a Change of Control occurs prior to the settlement of the Performance Share Units, then the Performance Share Units shall be treated as provided in Employees Employment Agreement with the Company, or, if (a) the Employee does not have an Employment Agreement or (b) the Employees Employment Agreement does not address the treatment of the Performance Share Units on the Change of Control, then the Target Performance Share Units shall vest or, if greater, the number of Performance Share Units corresponding to the performance result calculated as of immediately prior to the Change of Control. Any Performance Share Units not deemed vested upon the Change of Control shall be cancelled.