exv10w2






Exhibit
10.2




HFF SECURITIES L.P.




AMENDED AND RESTATED PROFIT PARTICIPATION BONUS PLAN



Adopted: January 17, 2011



     1. Purpose. This Profit Participation Bonus Plan (the “Plan”) is established to
attract, retain and provide incentives to employees, and to promote the financial success, of HFF
Securities, L.P., a Delaware limited partnership (the “Company”). Capitalized terms shall have the
meanings defined herein.



     2. Effective Date. The Plan is effective as provided herein.



     3. Applicability of Plan to Designated Offices. The Plan shall apply to each separate
office and/or line of business in each office of the Company (each, an “Office”) designated by
Holliday GP Corp., a Delaware corporation and the General Partner of the Company (the “General
Partner”).



     4. Office Bonus Pool Calculation.



          (a) Calculation of Office Bonus Pool. With respect to each Office to which the Plan
applies and for each calendar year (a “Plan Year”), if a fourteen and one-half percent (14.5%) or
greater Profit Margin (as defined below) is generated by such Office, as determined by the General
Partner in accordance with the terms herein, then an amount equal to fifteen percent (15%) of the
Adjusted Operating Income (as defined below) generated by such Office, as determined by the General
Partner in accordance with the terms herein, shall comprise the “Office Bonus Pool” for such
Office.




               (i) For purposes of the Plan, Profit Margin means the Net Operating Income (as defined below)
of such Office as a percentage of the revenue of such Office, all as determined in accordance with
U.S. Generally Accepted Accounting Principles applied on a consistent basis (“GAAP”).



               (ii) For purposes of the Plan, Net Operating Income means net operating income (using the same
revenue and cost accounts as used in preparing the Company’s audited financial statements) of such
Office, which includes allocations for overhead expenses and servicing expenses, if applicable,
plus any gain on sale of mortgage servicing rights and securitization compensation from the
securitization of any Freddie Mac loans which the Company services.



               (iii) For purposes of the Plan, Adjusted Operating Income means the Net Operating Income of
such Office adjusted for depreciation and amortization.



          (b) Timing of Calculation. The amount of the Office Bonus Pool, if any, for each
Office to which the Plan applies shall be calculated as soon as reasonably practicable following
the closing of the books and records of the Company in accordance with GAAP in






 









 







respect of the applicable Plan Year (or on such later date determined by the General Partner)
(the “Determination Date”) by the Chief Financial Officer of HFF, Inc. or his or her designee (the
“Chief Financial Officer”).




          (c) No Adjustment. The Office Bonus Pool shall not be adjusted based on any
information that becomes available at any time following the Determination Date, absent fraud,
accounting irregularities, willful misconduct, gross negligence or manifest error. The Office
Bonus Pool calculation performed on the Determination Date shall take in account all relevant
information available on that Determination Date.




          (d) Special Rule for Certain Offices.




               (i) Default Rule. For any Office in which both investment sales employees and debt
employees are employed, the investment sales group and the debt group shall be treated for all
purposes under the Plan as separate Offices and the head of each such group (each, a “Group Head”)
shall be treated for all purposes under the Plan as an Office Head.



               (ii) Election by Group Heads. Notwithstanding Section 4(d)(i) of the Plan, the Group
Heads in any Office at which both investment sales employees and debt employees are employed may,
prior to the beginning of a Plan Year, jointly elect (after consultation with the General Partner)
to treat the investment sales group and the debt group at such Office as a single Office for all
purposes under the Plan by providing a joint notice of such election to the Chief Financial Officer
or his or her designee.



     5. Allocation of Office Bonus Pool.



          (a) Individual Eligibility. Each full-time or part-time employee of the Company is
eligible to receive a bonus payment under the Plan (a “Profit Participation Bonus”) with respect to
services performed during a Plan Year.




          (b) Allocation. For each Plan Year, each Office Head, in consultation with the
General Partner, shall select the recipients of Profit Participation Bonuses and shall determine
the allocation of the Office Bonus Pool among such recipients (“Allocation Plan”).




          (c) Submission of Allocation Plan. Each Office Head shall submit the Allocation Plan
for the Plan Year to the Chief Financial Officer prior to the Determination Date.




          (d) Termination of Employment. Except as otherwise provided in an individual’s
employment agreement with the Company, if any, no individual shall be eligible to receive a Profit
Participation Bonus if the Company does not employ him or her on the date that the Profit
Participation Bonus is paid to the eligible individuals. Whether an individual is employed by the
Company on the date that the Profit Participation Bonus is paid to the eligible individuals shall
be determined in the sole and absolute discretion of the General Partner.




     6. Payment of Profit Participation Bonus.



          (a) Subject to any applicable federal, state, local or other withholding taxes, Profit
Participation Bonuses shall be paid in accordance with each Office’s Allocation Plan






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within thirty (30) days following the Determination Date, or, if determined by the General
Partner with respect to any Office, on or before March 15 of the year following the Plan Year with
respect to which the Profit Sharing Bonus was earned.




          (b) The Board of Directors of HFF, Inc., or any appropriate committee thereof, may elect in
its sole discretion to pay up to one-third (1/3) of the Profit Participation Bonuses in the form of
equity-based awards pursuant to the HFF, Inc. 2006 Omnibus Incentive Compensation Plan (or any
other compensation plan adopted by HFF, Inc. under which equity securities of HFF, Inc. are
authorized); provided that any amounts of the Profit Participation Bonuses that are not paid in the
form of such equity-based awards shall be paid in cash; provided, further, notwithstanding anything
contained herein to the contrary, that any such equity-based awards shall comply in form with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any such cash
payments shall be paid on or before March 15 of the year following the Plan Year with respect to
which the Profit Sharing Bonus was earned.




     7. Administration.



          (a) General Partner. The Plan shall be administered by the General Partner; provided
that any Profit Participation Bonuses to be paid to any executive officers of HFF, Inc. must be
approved in advance by the Board of Directors of HFF, Inc. or any appropriate committee thereof.
Except as otherwise provided herein, any action of the General Partner in administering the Plan
shall be final, conclusive and binding on all persons, including the Company, its subsidiaries and
affiliates, any employee and any persons claiming rights from or through employees of the Company.




          (b) Powers of the General Partner. Subject to the provisions of the Plan, the General
Partner shall have full and final authority in its discretion (i) to construe and interpret the
Plan and to make all other determinations, including determinations as to the eligibility of any
employee to a benefit hereunder, as he or she may deem necessary or advisable for the
administration of the Plan, (ii) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan, (iii) to adopt, amend and rescind such rules and regulations as, in his
or her opinion, may be advisable in the administration of the Plan, (iv) to require any person to
furnish such reasonable information as requested for the purpose of the proper administration of
the Plan as a condition to receiving any benefits under the Plan, and (v) to prepare and distribute
information explaining the Plan to employees.




          (c) Delegation. The General Partner may delegate all or any portion of its duties,
responsibilities and powers under the Plan to the chief operating officer, chief financial officer,
any Office Head or Group Head, or any other employee of the Company as the General Partner deems
appropriate. The General Partner may revoke any such allocation or delegation at any time for any
reason with or without prior notice.




          (d) Indemnification. The Company shall indemnify and hold harmless the General
Partner, each of its directors, officers, employees, affiliates and/or agents and the Chief
Financial Officer of HFF, Inc. (or his or her designee) (each, a “General Partner Indemnitee” and
collectively the “General Partner Indemnitees”) from and against any and all liabilities, costs and
expenses incurred by the General Partner Indemnitees as a result of any act or omission to act in






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connection with the performance of the General Partner’s or the Chief Financial Officer of
HFF, Inc.’s duties, responsibilities and obligations under the Plan, to the maximum extent
permitted by law, other than such liabilities, costs and expenses as may result from the gross
negligence, bad faith, willful misconduct or criminal acts of a General Partner Indemnitee.




          (e) Payment of Administrative Expenses. All reasonable expenses incurred in
administering the Plan shall be paid by the Company.




     8. Recapitalization. The General Partner shall determine, in its sole and absolute
discretion, the effect upon the Plan and the Profit Participation Bonuses payable hereunder, if
any, of any stock dividend, recapitalization, forward stock split or reverse stock split,
reorganization, division, merger, consolidation, spin-off, combination, repurchase or share
exchange, extraordinary or unusual cash distribution or other similar corporate transaction or
event.



     9. Limits on Transferability; Beneficiaries. No right or other interest of an
employee under the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or
subject to any lien, obligation, or liability of such employee to, any party, other than the
Company, or any of its subsidiaries or affiliates, or assigned or transferred by such employee
otherwise than by will or the laws of descent and distribution. Notwithstanding the foregoing, the
General Partner may, in its sole and absolute discretion, provide that rights or other interests of
an employee under the Plan are transferable, without consideration, to immediate family members
(i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family
members and to partnerships in which such family members are the only partners. The General
Partner may attach to such transferability feature such terms and conditions as he or she deems
advisable. In addition, an employee may, in the manner established by the General Partner,
designate a beneficiary (which may be a person or a trust) to receive any payment under the Plan
upon the death of the Participant. A beneficiary, guardian, legal representative or other person
claiming any rights under the Plan from or through any employee shall be subject to all terms and
conditions of the Plan, except as otherwise determined by the General Partner, and to any
additional restrictions deemed necessary or appropriate by the General Partner.



     10. No Right to Future Employment. Nothing in this Plan, nor any Profit Participation
Bonus awarded under this Plan, shall confer on any employee or other person any right to be
continued in the employ of, be employed by, or enter into or maintain any other relationship with,
the Company, or limit in any way the right of the Company to terminate such person’s employment or
other relationship at any time, for any reason or no reason.



     11. No Right to Continued Participation. An employee’s receipt of a Profit
Participation Bonus under the Plan for a Plan Year shall not confer upon such employee the right to
receive a Profit Participation Bonus, or any particular amount of a Profit Participation Bonus, in
any subsequent Plan Year.



     12. Funding. The Plan shall be entirely unfunded at all times and no provision shall
be made with respect to segregating assets of the Company for payment of any benefit hereunder at
any time. No employee or other person shall have any interest in any particular assets of the
Company by reason of the right to receive a benefit under the Plan and any such employee or



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other person shall have only the rights of a general unsecured creditor of the Company with
respect to any rights under the Plan.




     13. Amendment or Termination of Plan. The Plan may only be amended or terminated
through a writing executed by each limited partner and general partner of the Company.



     14. Successors. The Plan shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets
and business, and the successor shall be substituted for the Company under this Plan.



     15. Section 409A. To the extent determined necessary or advisable by the General
Partner in its sole discretion, Profit Participation Bonus awards hereunder shall be interpreted to
the extent possible to comply with the provisions of section 409A of the Code (or avoid application
of such Code section), to the extent applicable.



     16. Headings. The titles and headings used in the Plan are intended for convenience
only and shall not be construed as in any way affecting or modifying the text of this Plan, which
text shall control.



     17. Governing Law. The obligations of the Company under this Plan shall be governed
by and construed and interpreted in accordance with the laws of the State of Delaware, without
regard to the conflict of laws provisions thereof.



     18. Data Protection. By receiving a Profit Participation Bonus under the Plan, an
employee consents to the collection, processing, transmission and storage by the Company, in any
form whatsoever, of any data of a professional or personal nature which is necessary for the
purposes of administering the Plan.




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