Common use of Acceleration of Options Clause in Contracts

Acceleration of Options. Upon the occurrence of any of the following events at a time while Employee holds outstanding options to purchase GroupMAC Common Stock, all such options shall be immediately exercisable in full: (i) the acquisition described in clause (i) of the definition of Change of Control; (ii) the change in the composition of the Board of Directors described in clause (ii) of such definition; (iii) the shareholder approval or adoption described in clauses (iii) or (iv) of such definition; (iv) the commencement date of any tender offer subject to the terms of Section 14(d)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exchange offer subject to the terms of the Securities Act of 1933, as amended (the "Securities Act"), or any other offer or series of offers to purchase for cash, or to exchange for securities of a person other than the Company or any of its affiliates, GroupMAC Common Stock by any "person" or "group" of persons (as such terms are used in Rule 13d of the Exchange Act) other than an offer or offers by GroupMAC or by employee benefit plan(s) sponsored by GroupMAC ("Tender Offer") if such person or group would hold 30% or more of the then outstanding GroupMAC Common Stock after the consummation of the Tender Offer.

Acceleration of Options. Upon the occurrence of any of the following ----------------------- events at a time while Employee holds outstanding options to purchase GroupMAC Common Stock, all such options shall be immediately exercisable in full: (i) the acquisition described in clause (i) of the definition of Change of Control; (ii) the change in the composition of the Board of Directors described in clause (ii) of such definition; (iii) the shareholder approval or adoption described in clauses (iii) or (iv) of such definition; (iv) the commencement date of any tender offer subject to the terms of Section 14(d)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exchange offer subject to the terms of the Securities ------------ Act of 1933, as amended (the "Securities Act"), or any other offer or -------------- series of offers to purchase for cash, or to exchange for securities of a person other than the Company or any of its affiliates, GroupMAC Common Stock by any "person" or "group" of persons (as such terms are used in Rule 13d of the Exchange Act) other than an offer or offers by GroupMAC or by employee benefit plan(s) sponsored by GroupMAC ("Tender Offer") if such ------------ person or group would hold 30% or more of the then outstanding GroupMAC Common Stock after the consummation of the Tender Offer.