Control Uses in Amendment Clause

Amendment from Stock Option Award Agreement

This Award Agreement is entered into by and between H&R Block, Inc., a Missouri corporation ("H&R Block"), and [Participant Name] ("Participant").

Amendment. No amendment, supplement, or waiver to this Award Agreement is valid or binding unless in writing and signed on behalf of H&R Block by an officer of H&R Block, and, if materially adverse to Participant, signed by Participant.4.18 Execution of Agreement. This Award Agreement shall not be enforceable by either party, and Participant shall have no rights with respect to the Awards made hereunder, unless and until it has been (a) signed by Participant within 180 days of the Grant Date, (b) signed on behalf of H&R Block by an officer of H&R Block, and (c) returned to H&R Block.This Award Agreement may be signed by the parties via facsimile or electronic signature, as acceptable to Company, and may be signed by H&R Block via stamped signature.4.19 WAIVER OF JURY TRIAL. PARTICIPANT KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.5. Definitions. Whenever a term is used in this Award Agreement, the following words and phrases shall have the meanings set forth below or as set forth in the Plan unless the context plainly requires a different meaning, and when a defined meaning is intended, the term is capitalized.5.1 Amount of Gain Realized. The Amount of Gain Realized shall be equal to the number of shares of Common Stock purchased pursuant to an exercise of this Stock Option multiplied by the difference between the actual market price of one share of Common Stock at the time of exercise and the Option Price; provided, however, to the extent the actual market price of one share of Common Stock at the time of exercise cannot be determined, the Amount of Gain Realized shall be equal to the number of shares of Common Stock purchased pursuant to an exercise of this Stock Option multiplied by the difference between the Fair Market Value of Common Stock on the date of exercise and the Option Price.5.2 Board. Board means the Board of Directors of H&R Block.5.3 Cause. Cause means those actions or omissions that constitute cause for termination under the written Company severance plan that applies to Participant. If no severance plan applies to Participant or if the applicable severance plan does not define "Cause," then Cause shall have the meaning found in the H&R Block Severance Plan, or any successor to that plan. Notwithstanding any of the foregoing, if Participant has a standalone employment agreement with Company and such employment agreement includes a definition for cause, the definition of cause in the employment agreement shall apply.5.4 Change in Control. Change in Control means the occurrence of one or more of the following events:

Amendment from Equity Incentive Plan

Pursuant to the Global Medical REIT Inc. 2016 Equity Incentive Plan, as amended from time to time (the "Plan"), and the Agreement of Limited Partnership, dated as of March 14, 2016 (as amended from time to time, the "Partnership Agreement"), of Global Medical REIT L.P., a Delaware limited partnership ("GMR OP"), Global Medical REIT Inc., a Maryland real estate investment trust (the "Company") and the sole member of Global Medical REIT GP LLC, a Delaware limited liability company, the general partner of GMR OP (the "General Partner"), and for the provision of services to or for the benefit of GMR OP in a partner capacity or in anticipation of being a partner, hereby grants, and agrees to cause GMR OP to issue, to the Grantee named above a number of LTIP Units (which constitute Other Equity Based Awards under the Plan) to be determined following the conclusion of the Performance Period (defined herein) based on (i) the number of Award LTIP Units shown above (the "Award LTIP Units") and (

Amendment. The Grantee acknowledges that the Plan may be amended or canceled or terminated in accordance with Article XVIII thereof and that this Agreement may be amended or cancelled by the Committee, on behalf of GMR OP, for the purpose of satisfying changes in law or for any other lawful purpose, provided that no such action shall adversely affect the Grantee's rights under this Agreement without the Grantee's written consent. The provisions of Section 5 of this Agreement applicable to the termination of the LTIP Units covered by this Award in connection with a Change in Control shall apply, mutatis mutandi to amendments, discontinuance or cancellation pursuant to this Section 10 or the Plan.

Amendment from Equity Incentive Plan

Pursuant to the Global Medical REIT Inc. 2016 Equity Incentive Plan, as amended from time to time (the "Plan"), and the Agreement of Limited Partnership, dated as of March 14, 2016 (as amended from time to time, the "Partnership Agreement"), of Global Medical REIT L.P., a Delaware limited partnership ("GMR OP"), Global Medical REIT Inc., a Maryland real estate investment trust (the "Company") and the sole member of Global Medical REIT GP LLC, a Delaware limited liability company, the general partner of GMR OP (the "General Partner"), and for the provision of services to or for the benefit of GMR OP in a partner capacity or in anticipation of being a partner, hereby grants, and agrees to cause GMR OP to issue, to the Grantee named above a number of LTIP Units (which constitute Other Equity Based Awards under the Plan) to be determined following the conclusion of the Performance Period (defined herein) based on (i) the number of Award LTIP Units shown above (the "Award LTIP Units") and (

Amendment. The Grantee acknowledges that the Plan may be amended or canceled or terminated in accordance with Article XVIII thereof and that this Agreement may be amended or cancelled by the Committee, on behalf of GMR OP, for the purpose of satisfying changes in law or for any other lawful purpose, provided that no such action shall adversely affect the Grantee's rights under this Agreement without the Grantee's written consent. The provisions of Section 5 of this Agreement applicable to the termination of the LTIP Units covered by this Award in connection with a Change in Control shall apply, mutatis mutandi to amendments, discontinuance or cancellation pursuant to this Section 10 or the Plan.

Amendment from Deferred Compensation Plan

Preamble. This Amended and Restated Eastman Directors' Deferred Compensation Plan is an unfunded, non-qualified deferred compensation arrangement for non-employee members of the Board of Directors of Eastman Chemical Company (the "Company"). Under this Plan, each Eligible Director is annually given an opportunity to elect to defer payment of part of his or her compensation for serving as a non-employee director. The Plan also provides an account for amounts attributable to equity compensation awards that Eligible Directors have elected to defer payment of under other Company stock compensation plans. This Plan originally was adopted effective January 1, 1994, was amended and restated December 1, 1994, May 2, 1996, October 10, 1996, August 1, 2007, December 31, 2008 (in order to comply with Code Section 409A and guidance issued thereunder), August 4, 2011, December 1, 2014 and October 5, 2016.

Amendment. The Board may suspend or terminate this Plan at any time. Notwithstanding the foregoing, payments on account of Plan termination with respect to the portion of this Plan that includes the Non-Grandfathered Accounts must comply with the requirements of Section 1.409A-3(j)(4)(ix) of the Final 409A Regulations. In addition, the Board may, from time to time, amend this Plan in any manner without shareowner approval; provided, however, that the Board may condition any amendment on the approval of shareowners if such approval is necessary or advisable with respect to tax, securities, or other applicable laws. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect such Participant's accruals in his or her Account as of the date of such amendment, modification, or termination.

Amendment from Change in Control Agreement

This Change in Control Agreement (Agreement) is made as of the day of , 2016 by and between Randolph Bancorp, Inc., a Massachusetts business corporation (the Company), its wholly-owned subsidiary, Randolph Savings Bank (the Bank) (the Company and the Bank hereinafter shall be collectively referred to as the Employers), and (the Executive).

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Employers.

Amendment from Incentive Plan

Amendment. The Plan and any Award Agreement hereunder may be amended at any time and from time to time by the Board, but no amendment that is required to be approved by the shareholders of the Company by law, rule, or regulation, including stock exchange listing rules, and no amendment that would significantly expand the benefits intended to be made available to Participants under outstanding Awards under the Plan shall be effective unless and until the same is approved by the shareholders of the Company. No amendment of the Plan or any Award Agreement shall adversely affect any right of any Participant with respect to any Award previously granted without such Participants written consent. Notwithstanding the foregoing, (i) except in connection with a transaction described in paragraph 11, the terms of any SAR Award shall not be amended to reduce the Grant Price thereof to an amount less than the Fair Market Value on the date of grant of such Award and (ii) except in the event of a Participants death, Disability, retirement or termination of employment other than for Cause or a Change in Control, the terms of an RSU, Performance Award or Share Award (if applicable) held by such Participant shall not be amended to accelerate the vesting thereof. In any event, in no way would an acceleration of any awarded but unvested awards, in whatever form, occur due to a termination of employment or service for cause.

Amendment from Deferred Compensation Plan

Preamble. This Amended and Restated Eastman Directors' Deferred Compensation Plan is an unfunded, non-qualified deferred compensation arrangement for non-employee members of the Board of Directors of Eastman Chemical Company (the "Company"). Under this Plan, each Eligible Director is annually given an opportunity to elect to defer payment of part of his or her compensation for serving as a non-employee director. This Plan originally was adopted effective January 1, 1994, was amended and restated effective as of December 1, 1994, May 2, 1996, October 10, 1996, August 1, 2007 and December 31, 2008 (in order to comply with Code Section 409A and guidance issued thereunder). The Plan was last amended and restated effective as of August 4, 2011.

Amendment. The Board may suspend or terminate this Plan at any time. Notwithstanding the foregoing, payments on account of Plan termination with respect to the portion of this Plan that includes the Non-Grandfathered Accounts must comply with the requirements of Section 1.409A-3(j)(4)(ix) of the Final 409A Regulations. In addition, the Board may, from time to time, amend this Plan in any manner without shareowner approval; provided, however, that the Board may condition any amendment on the approval of shareowners if such approval is necessary or advisable with respect to tax, securities, or other applicable laws. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect such Participant's accruals in his or her Account as of the date of such amendment, modification, or termination.

Amendment from Amendment to Letter Agreement

This First Amendment (this Amendment) to the letter agreement dated December 31, 2008 between RTI International Metals, Inc. and Dawne S. Hickton (the Letter Agreement) is made and entered into as of January 30, 2015 by and between RTI International Metals, Inc., an Ohio corporation (the Company), and Dawne S. Hickton (the Executive).

Amendment. Paragraph 5 of the Letter Agreement shall be amended and restated in its entirety as follows: The Company may, upon written notice to you fixing the date of termination, terminate your services during the Employment Period for any reason, including for Cause, as Cause is defined in the paragraph following the next paragraph. In the event of your termination for Cause, your right to receive continued compensation under this Letter Agreement will terminate and no further installments will be paid to you, except for that portion, if any, of your Base Salary that is accrued and unpaid upon the date of termination, payable on the regularly scheduled payroll date; provided, further, that in such event you shall not be entitled to any pro-rated bonus or other award for the year of termination. In the event of the termination of your employment (i) by the Company other than for (x) Cause (as Cause is defined in the paragraph following the next paragraph) whether or not in connection with a Change in Control (as such term is defined in the Companys Executive Change in Control Severance Policy) (y) your death or (z) your disability or (ii) by you for Good Reason in connection with a Change in Control (as such terms are defined in the Companys Executive Change in Control Severance Policy) in either case prior to your attaining age 62, you will be entitled to receive, in addition to all other payments and benefits that you are entitled to receive under the Companys Severance Policies and Retirement Plans, the Retention Payment (as described in the next paragraph) payable on the first business day following the six-month anniversary of your separation from service either (x) without Cause whether or not in connection with a Change in Control or (y) for Good Reason in connection with a Change in Control. The Retention Payment shall mean a lump sum cash payment equal to the following formula: A B, where A = the sum of the lump sum benefits you would have received under the Companys (x) Pension Plan for Eligible Salaried Employees of RMI Titanium Company, as amended, (y) the RTI International Metals, Inc. Excess Benefit Plan, as amended, and (z) the RTI International Metals, Inc. Supplemental Pension Program, (collectively, the Retirement Plans) if you were deemed to be age 62 on the date of your termination of employment (i) without Cause whether or not in connection with a Change in Control or (ii) for Good Reason in connection a Change in Control; and B = the sum of the lump sum benefits you would be entitled to receive under the Retirement Plans based on your actual age on the date of your termination of employment (i) without Cause whether or not in connection with a Change in Control or (ii) for Good Reason in connection with a Change in Control. Termination by the Company of your employment for Cause shall mean termination upon (i) any material breach by you of this Letter Agreement, (ii) your gross misconduct, (iii) gross neglect of your duties with the Company, insubordination or failure to follow the lawful directives of the Board of Directors of the Company, in each case after a demand for substantial performance is delivered to you that identifies the manner in which the Company believes that you have not acted in accordance with requirements and you have failed to resume substantial performance of your duties within fourteen (14) days of receiving such demand, (iv) your commission, indictment, conviction, guilty plea, or plea of nolo contendre to or of any felony, a misdemeanor which substantially impairs your ability to perform your duties with the Company, act of moral turpitude, or intentional or willful securities law violation, including Sarbanes-Oxley law violations, (v) your act of theft or dishonesty which is injurious to the Company, or (vi) your violation of any Company policy, including any substance abuse policy.

Amendment from Amended and Restated

Amendment. The Corporation reserves the right to amend, modify or change the Plan, at any time without any Participants consent; provided, however, that any amendment, modification or change that adversely affects a Participants severance benefits and/or rights will not apply to a Participant if the revision is made within six (6) months prior to the occurrence of a Change in Control without the Participants written consent (and before all payments and benefits hereunder or at or following the occurrence of such Change in Control associated with such Change in Control are paid or made available as set forth herein), except as may be otherwise required to comply with changes in applicable laws or regulations, including as set forth in Section 4.02.

Amendment from Deferred Compensation Plan

Preamble. This Amended and Restated Eastman Directors' Deferred Compensation Plan is an unfunded, non-qualified deferred compensation arrangement for non-employee members of the Board of Directors of Eastman Chemical Company (the "Company"). Under this Plan, each Eligible Director is annually given an opportunity to elect to defer payment of part of his or her compensation for serving as a non-employee director. This Plan originally was adopted effective January 1, 1994, was amended and restated effective as of December 1, 1994, May 2, 1996, October 10, 1996, August 1, 2007 and December 31, 2008 (in order to comply with Code Section 409A and guidance issued thereunder). The Plan was last amended and restated effective as of August 4, 2011.

Amendment. The Board may suspend or terminate this Plan at any time. Notwithstanding the foregoing, payments on account of Plan termination with respect to the portion of this Plan that includes the Non-Grandfathered Accounts must comply with the requirements of Section 1.409A-3(j)(4)(ix) of the Final 409A Regulations. In addition, the Board may, from time to time, amend this Plan in any manner without shareowner approval; provided, however, that the Board may condition any amendment on the approval of shareowners if such approval is necessary or advisable with respect to tax, securities, or other applicable laws. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect such Participant's accruals in his or her Account as of the date of such amendment, modification, or termination.