content_image/214429.jpg
## 1.3.5.1 Disqualifying events provision 

Where the Board or its delegate exercise discretion to accelerate the vesting of retained profit share, subject to prevailing employment laws, the Executive Director will not be entitled to receive any of their unvested retained profit share where the Board or its delegate determines that the Executive Director has during the period of employment with Macquarie or since leaving: 

(a) committed an act of dishonesty (including but not limited to misappropriation of funds and deliberate concealment of a transaction) 

(b) committed a significant and wilful breach of duty that causes material damage to Macquarie 

(c) joined a competitor of Macquarie Group 

(d) taken staff to a competitor or been instrumental in causing staff to go to a competitor, or 

(e) otherwise acted or failed to act in a way that thereby causes damage to Macquarie, including but not limited to situations where the action or inaction leads to a material financial restatement, a significant financial loss or any significant reputational 

harm to Macquarie or its businesses. The release will occur over the period from six months to two years after the Executive Director leaves, subject to different disqualifying event provisions: 

<img src='content_image/214429.jpg'>

Where an Executive Director has a tax liability on termination of employment in respect of any unvested retained profit share, the Board or its delegate has discretion to release unvested retained profit share up to an amount equal to the Executive Director's tax liability, at an earlier time than noted above. 

