exv4w1






Exhibit 4.1




Private & Confidential





					
	 	 	 	 	 
	 	Dated
	 	2010	 






	 	 	 	 	 	 	 

	 

	 	HSBC HOLDINGS PLC
	 	 	(1	)
	 
	 

	 	and	 	 	 	 
	 
	 

	 	DOUGLAS JARDINE FLINT
	 	 	(2	)








 



SERVICE AGREEMENT

 





 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1 Appointment
	 	 	3	 
	 
	2 Remuneration
	 	 	3	 
	 
	3 Benefits
	 	 	4	 
	 
	4 Duration of the Employment
	 	 	5	 
	 
	5 Scope and Duties of the Employment
	 	 	5	 
	 
	6 Hours and place of work
	 	 	7	 
	 
	7 Deductions
	 	 	8	 
	 
	8 Expenses
	 	 	8	 
	 
	9 Holidays
	 	 	8	 
	 
	10 Sickness benefits
	 	 	9	 
	 
	11 Restrictions during the Employment
	 	 	10	 
	 
	12 Confidential Information and Company documents
	 	 	11	 
	 
	13 Inventions and other intellectual property
	 	 	12	 
	 
	14 Termination
	 	 	13	 
	 
	15 Restrictive covenants
	 	 	16	 
	 
	16 Grievance, dismissal and disciplinary procedures
	 	 	21	 
	 
	17 Disclosure of information
	 	 	21	 
	 
	18 General
	 	 	21	 
	 
	19 Other Agreements
	 	 	22	 
	 
	20 Counterparts
	 	 	23	 
	 
	21 Choice of law and submission to jurisdiction
	 	 	23	 
	 
	22 Definitions
	 	 	23	 










 









 







THIS AGREEMENT is dated                      2010 and is made BETWEEN:





	(1)	 	HSBC HOLDINGS PLC (No. 617987), whose registered office is at 8 Canada Square, London E14 5HQ
(the “Company”); and
	 
	(2)	 	DOUGLAS FLINT of 8 Canada Square, London E14 5HQ (the “Appointee”).





NOW IT IS HEREBY AGREED as follows:





	1	 	Appointment
	 
	 	 	The Company shall continue to employ the Appointee and the Appointee agrees to act as Group
Chairman, reporting to the Board, on and subject to the following terms, conditions and
provisions of this Agreement.
	 
	2	 	Remuneration
	 
	2.1	 	The Company shall pay to the Appointee a salary, currently at the rate of GBP1,500,000
per annum (the “Salary”) less Statutory Deductions, which shall accrue day to day and be
payable by equal monthly instalments in arrears on or about the 20th of each calendar month.
The Board will review the Appointee’s salary annually in March, the first such review to take
place in March 2011. There is no obligation on the Company to increase the Appointee’s Salary
pursuant to any such review or otherwise provided always that such reviews are conducted
reasonably and in good faith having regard to the Appointee, the treatment of other executives
of comparable status and all other relevant circumstances. There will be no review of the
Salary after notice has been given by either party to terminate the Employment.
	 
	2.2	 	The Appointee will not be considered for any bonus payment or award or any other variable
pay whatsoever during the period of the Employment.
	 
	2.3	 	The remuneration specified in clause 2.1 shall be inclusive of any fees to which the
Appointee may be entitled as a director of the Company or any Group Company or of any other
company or any unincorporated body in which the Appointee holds the office as nominee or
representative of the Company or any Group Company.
	 
	2.4	 	Payment of Salary to the Appointee shall be made either by the Company or by a Group
Company and, if by more than one company, in such proportions as the Board may from time to
time think fit, subject always to the Company’s reasonable consideration of any detrimental
net employment tax consequences on the Appointee by doing so.
	 
	2.5	 	The Appointee may be eligible to participate in any employee share plan established by the
Company from time to time. Eligibility to participate is subject to the rules of the
relevant plan in force from time to time and is at the discretion of the Board. The Company
will use reasonable endeavours to procure that any discretion relating to the grant of
additional awards to the Appointee is exercised reasonably and in good faith having regard to
the Appointee, the treatment of other executives of comparable status and all other relevant
circumstances.





 









 






	2.6	 	If the Appointee is eligible to participate in such a plan as referenced at clause 2.5, his
rights under such plan will be subject to and in accordance with the rules of that plan in
force from time to time. Subject to such rules, the rights and obligations of the Appointee
under the terms and conditions of his office or employment shall not be affected by his
participation in the plan or any right he may have to participate in the plan.
	 
	2.7	 	Subject to the rules of the relevant plan as referenced at clause 2.5, in participating in
such a plan, the Appointee waives all and any rights to compensation or damages from the
Company arising from the loss or failure to receive any rights or benefits under the plan (or
the diminution in value of such rights or benefits) as a result of:






	 	(a)	 	the termination of his office or employment and/or giving notice of
termination of employment with any Group Company for any reason whatsoever (whether
lawful or unlawful); and/or
	 
	 	(b)	 	the exercise or failure to exercise any discretion (whether lawful or
unlawful) conferred by the rules of the plan.






	3	 	Benefits
	 
	3.1	 	Chauffeur Services
	 
	 	 	The Appointee shall have access to the chauffeur driven services operated by the Company in
London from the chauffeur pool.
	 
	3.2	 	Pension Allowance
	 
	 	 	Subject to clause 3.4.4, the Appointee is eligible to receive an annual allowance of 50 per
cent. of annual Salary (less Statutory Deductions) payable monthly in arrears, in order to
fund personal pension arrangements.
	 
	3.3	 	Clubs
	 
	 	 	The Company shall make payments on the Appointee’s behalf in respect of the annual membership
subscription of two clubs or such similar two clubs as the Appointee shall nominate each
year, to be approved by the Company through the Group Managing Director, Human Resources.
	 
	3.4	 	Medical Benefits
	 
	 	 	The Appointee shall participate in the schemes set out under clauses 3.4.1 to 3.4.5 subject
always to the relevant schemes’ terms and conditions from time to time in force and subject
to the Appointee meeting the requirements of the relevant scheme and being deemed eligible by
the relevant insurance provider. The Company shall not be liable to provide any benefits or
any compensation in lieu thereof or take any action to enforce the provision of such benefits
in circumstances where the scheme provider refuses for any reason whatsoever, to provide any
benefits to the Appointee.
	 
	3.4.1	 	Health Checks
	 
	 	 	The Appointee is eligible for an annual voluntary health check with a medical adviser
appointed and paid for by the Company.




 









 






	3.4.2	 	Medical Cover
	 
	 	 	The Appointee and his spouse/partner and eligible dependants are entitled to participate in
the Group’s International Medical Scheme.
	 
	3.4.3	 	Personal Accident Insurance Cover
	 
	 	 	The Appointee is entitled to non-contributory membership of the Company’s personal accident
insurance scheme.
	 
	3.4.4	 	Group Income Protection
	 
	 	 	If the Appointee is unable by reason of illness or injury, to perform the material or
substantial parts of his duties hereunder, following a period of absence from work in excess
of 26 consecutive weeks, the Appointee will be eligible to be considered for a monthly
payment equivalent to 50 per cent. of monthly Salary. In the event of such payment, the
Appointee’s pension allowance at clause 3.2 will continue to be payable, at a rate of 35 per
cent. of the Appointee’s annual Salary.
	 
	3.4.5	 	Life Assurance Cover
	 
	 	 	Under the Group Life Assurance Scheme, in the event of the Appointee’s death, a sum
equivalent to four times annual Salary will be paid to the Appointee’s nominated
beneficiaries, subject to approval by the trustees of the Group Life Assurance Scheme.
	 
	3.4.6	 	Directors and Officers Liability
	 
	 	 	The Appointee shall benefit from cover under the Company’s policy on Directors’ and Officers’
Liability (including Outside Directors’ and Officers’ Liability) subject always to the policy
and the rules of the policy from time to time in force.
	 
	4	 	Duration of the Employment
	 
	4.1	 	The Employment pursuant to this Agreement shall commence on the Commencement Date and,
subject to clauses 5.4 and 14, shall continue until terminated by either party giving to the
other not less than twelve months’ notice in writing.
	 
	4.2	 	Notwithstanding clause 4.1 and any retirement date specified in any applicable pension
scheme, the Employment shall automatically terminate when the Appointee reaches the normal
retiring age from time to time applicable to senior executives of the Company which, for the
avoidance of doubt, is currently 65.
	 
	4.3	 	The Appointee’s period of continuous employment commenced on 30 September 1995.
	 
	5	 	Scope and Duties of the Employment
	 
	5.1	 	In the Appointee’s position as Group Chairman he shall:
	 
	5.1.1	 	devote the whole of his time, attention and skill to his duties;




 









 












	5.1.2	 	faithfully and diligently perform such duties and exercise such powers consistent with his
position as may from time to time be assigned to or vested in him by the Board;
	 
	5.1.3	 	obey the reasonable and lawful directions of the Board;
	 
	5.1.4	 	at all times act in the way he considers in good faith, most likely to promote the success
of the Company (and applicable Group Companies) for the benefit of the members as a whole in
accordance with Section 172 Companies Act 2006;
	 
	5.1.5	 	perform his services in a professional and competent manner and in cooperation with
others;
	 
	5.1.6	 	keep the Board at all times promptly and fully informed (in writing if so requested) of
his conduct of and activities in relation to the business of the Company and any Group
Company and provide such explanations in connection therewith as the Board may require from
time to time including for the avoidance of doubt, any misconduct of other employees or
directors or his own; and
	 
	5.1.7	 	comply with the duties set out in the Companies Act 2006.
	 
	5.2	 	The Appointee shall comply with:
	 
	5.2.1	 	all the Company’s and Group Companies codes, rules, regulations, policies and procedures
(including without limitation the Company’s Compliance Guidelines),
	 
	5.2.2	 	the codes, practices, rules, principles and regulations of the UK Listing Authority
(including the Model Code on directors’ dealings in securities as set out in Annex 1 to
Chapter 9 of the Listing Rules), the FSA, all stock exchanges and/or regulatory authorities
relevant to the Company or any Group Company from time to time and of any association or
professional body to which the Company and/or any Group Company and/or the Appointee belong
from time to time,
	 
	5.2.3	 	such laws as may be relevant to the Group and to the Appointee’s duties under this
Agreement; and
	 
	5.2.4	 	the Code for Dealing in Group Securities and every regulation of the Group for the time
being in force in relation to dealings in shares or other securities of the Company or any
Group Company
	 
	 	 	insofar as they may affect him, the Company, any Group Company or its or their directors,
officers or employees.
	 
	5.3	 	The Appointee shall comply with any rules, policies and procedures set out in the Company’s
Employee Handbook, a copy of which is available on the Company’s intranet. The Employee
Handbook does not form part of this Agreement and the Company may amend it at any time.
	 
	5.4	 	The Appointee’s continued employment will be subject to him continuing to hold approved
status for any position he may hold that requires FSA approval. In the event of approval
being withdrawn (under current FSA regulations this includes instances such as insider dealing
and market manipulation) in respect




 









 






	 	 	of this position or any subsequent position, the Company reserves the right to summarily
terminate the Appointee’s employment without being further liable to him (other than in
respect of amounts accrued due at the Termination Date). The Company shall provide the
Appointee with all reasonable co-operation in relation to him obtaining and/or retaining FSA
approved status and such other regulatory registrations as may be required from time to time.
	 
	5.5	 	The Appointee shall do such things as are necessary to ensure compliance by himself with the
Corporate Governance Code and, so far as it lies within his power to do so, by the Company and
any applicable Group Company.
	 
	5.6	 	The Company reserves the right to appoint any other person or persons to act jointly with the
Appointee including in the event that the Appointee is not assigned any duties in accordance
with clause 14.4 (or in place of the Appointee if he is suspended in accordance with the
provisions of this Agreement).
	 
	5.7	 	The Appointee shall if and so long as the Company requires and without any further
remuneration therefore (except as otherwise agreed):
	 
	5.7.1	 	carry out duties on behalf of any Group Company; and
	 
	5.7.2	 	act as a director or officer of any Group Company
	 
	 	 	Provided always that such duties or offices are consistent with his role as Group Chairman.
	 
	5.8	 	The Company may at its sole discretion transfer the Appointee’s employment and assign the
provisions of this Agreement to any Group Company at any time subject always, to the Appointee
enjoying no less favourable terms and conditions of employment.
	 
	5.9	 	The Appointee agrees that a copy of clauses 5, 11, 12 and 15 of this Agreement will be
provided by him to any person, firm, company or other entity making an offer of employment,
appointment as a director or officer, agency, consultancy, partnership or joint venture to him
during the Employment immediately upon receiving any such offer, and if any such offer is
received after the Termination Date but whilst any restrictions in clause 15 remain in force a
copy of clauses 12 and 15 will be provided by him immediately upon receiving any such offer.
	 
	6	 	Hours and place of work
	 
	6.1	 	The Company’s standard working week is 35 hours (excluding unpaid lunch breaks). The
Appointee shall be required to work such hours, including additional hours (without further
remuneration) as are necessary for the proper performance of the duties hereunder.
	 
	6.2	 	Notwithstanding clause 6.1 the Appointee acknowledges that because of the autonomous nature
of his role the duration of the Appointee’s working time is not measured or monitored or
determined by the Company so that the limit on weekly working time set out in Regulation 4 of
the Working Time Regulations 1998 (or such other regulations as may from time to time come
into force) does not apply to the Appointee’s Employment.




 









 






	6.3	 	The Appointee’s place of work will initially be the Company’s offices at 8 Canada Square,
London E14 5HQ but the Company may reasonably require the Appointee to work at any place of
business of the Company or the Group within London, or by mutual agreement, overseas, on
either a temporary or an indefinite basis. The Appointee will be given reasonable notice of
any permanent change in his place of work. In the performance of the duties hereunder, the
Appointee may be required to travel and undertake his duties both throughout and outside the
United Kingdom and in other global locations as the Group sees fit from time to time.
	 
	7	 	Deductions
	 
	 	 	For the purposes of the Employment Rights Act 1996, the Appointee hereby authorises
the Company to deduct from the remuneration hereunder any sums due from the Appointee to
the Company including, without limitation, any overpayments, loans or advances made to
him by the Company, the cost of repairing any damage or loss to the Company’s property
caused by the Appointee (and of recovering such costs) and any losses suffered by the
Company as a result of any negligence or breach of duty by the Appointee or sums in
respect of sub-clause 10.6 of this Agreement.
	 
	8	 	Expenses
	 
	 	 	The Company shall reimburse the Appointee in respect of all expenses reasonably incurred by
the Appointee in the proper performance of the duties hereunder subject to the Appointee
providing such receipts or other evidence as the Company may require and subject to the
Company’s rules and policies from time to time relating to expenses.
	 
	9	 	Holidays
	 
	9.1	 	The Appointee shall be entitled to receive his normal remuneration for all bank and public
holidays normally observed in the United Kingdom and a further 30 working days’ paid holiday
in each holiday year (being the period from 1 January to 31 December) including one period of
10 consecutive working days which must be taken as Core Leave.
	 
	9.2	 	In the holiday year in which the Employment terminates, the Appointee’s entitlement to
holiday shall accrue on a pro rata basis for each complete month of service during the
relevant year. If, on the termination of the Employment, the Appointee has exceeded his
accrued holiday entitlement, the excess may be deducted from any sums due to the Appointee and
the Appointee hereby authorises the Company to make such deduction. If the Appointee has any
unused holiday entitlement, the Company may either require the Appointee to take such unused
holiday during any notice period (whether or not the Appointee is on garden leave in
accordance with clause 14.4) or make payment in lieu thereof.
	 
	9.3	 	Holiday entitlement for one holiday year may not be taken in subsequent holiday years unless
otherwise agreed by the Group Managing Director, Human Resources. Failure to take holiday
entitlement in the appropriate holiday year will lead to forfeiture of any accrued holiday not
taken, without any right to payment in lieu thereof unless otherwise agreed by the Group
Managing Director, Human Resources in accordance with the holiday policy applicable to
Executive Directors from time to time.




 









 






	10	 	Sickness benefits
	 
	10.1	 	The Company shall continue to pay the Salary during any period of absence on medical grounds
in accordance with the sick pay policy set out in the Company’s Employee Handbook (“Company
Sick Pay”) provided that the Appointee complies in full with any of the requirements set out
in the Company’s Employee Handbook and clause 10.2 below. Thereafter the Appointee will only
be entitled to such salary and benefits, if any, as the Board shall in its absolute discretion
from time to time allow. Upon the Appointee’s return to work from such absence to perform his
duties hereunder, he shall be entitled to receive the Salary and the benefits set out at
clause 3, pursuant to the terms of this Agreement and subject to any relevant scheme rules.
	 
	10.2	 	At any time during the Employment, the Appointee shall, if so required by the Board:
	 
	10.2.1	 	supply the Company with medical certificates covering any period of sickness or incapacity
exceeding seven days (including weekends); and
	 
	10.2.2	 	undergo, at the expense of the Company, an examination by a registered medical practitioner
or practitioners to be nominated by the Company (including but not limited to the Appointee’s
general practitioner or any other physician responsible for the Appointee’s care). The
Appointee authorises the medical practitioner to disclose and discuss with the Company any
report prepared as a result of any such examination pursuant to the Access to Medical Reports
Act 1988. The Company has the right to postpone the Appointee’s return to work (and the
continuance or reinstatement of his normal pay, if appropriate) until the medical
practitioner has confirmed that the Appointee is fit to perform his duties.
	 
	10.3	 	Payment of the Appointee’s Salary pursuant to clause 10.1 shall be inclusive of any
Statutory Sick Pay to which the Appointee may be entitled by law. The Company will also
deduct from it any other statutory benefits if applicable due to the Appointee, together with
any Statutory Deductions.
	 
	10.4	 	Subject to the applicable scheme rules in force from time to time, during the Appointee’s
absence from work on medical grounds, the Appointee will continue to be covered by the
Company’s life assurance arrangements, private medical insurance and personal accident
insurance and whilst he is entitled to receive Company Sick Pay he shall be entitled to
receive the pension allowance as set out at clause 3.2. The Appointee’s accrual of holiday
entitlement above the minimum statutory entitlement shall cease on the expiry of the payment
of Company Sick Pay until such time as the Appointee is able to perform his duties hereunder.
	 
	10.5	 	The Company reserves the right to terminate the Employment in accordance with the terms of
this Agreement for reasons unrelated to the Appointee’s illness or sickness absence when the
Appointee is absent through sickness or injury at any time, notwithstanding any outstanding or
prospective entitlement to pay in accordance with clause 10.1, private medical insurance,
permanent health insurance or long term disability benefits. The Company shall not be liable
for any loss arising from such termination.




 









 






	10.6	 	If the Appointee’s absence shall be occasioned by the actionable negligence of a third party
in respect of which damages are recoverable in respect of the period of the Appointee’s
incapacity, then the Appointee shall:
	 
	10.6.1	 	forthwith notify the Company of all the relevant circumstances and of any claim,
compromise, settlement or judgment made or awarded in connection therewith;
	 
	10.6.2	 	if the Company so requires, refund to the Company such sum as the Company may determine,
not exceeding the lesser of:






	 	(a)	 	the amount of damages recovered by the Appointee under such compromise,
settlement or judgment; and
	 
	 	(b)	 	the sums advanced to the Appointee in respect of the period of incapacity






	 	 	subject to any deductions made by any court or tribunal that takes into account the payments
made to the Appointee in this clause 10 when awarding any such damages or compensation.
	 
	11	 	Restrictions during the Employment
	 
	11.1    	 	The Appointee shall not during the Employment directly or indirectly either on his own
account or on behalf of any other person, company, business entity or other organisation be
employed, engaged, concerned or interested in any other business or undertaking, provided that
this shall not prohibit the holding (directly or through nominees) of investments listed on
the London Stock Exchange plc or in respect of which dealing takes place on the Alternative
Investment Market of the London Stock Exchange plc or on The Stock Exchange of Hong Kong
Limited or on any Recognised Investment Exchange as long as not more than 5 per cent of the
issued shares or other securities of any class of any one company shall be so held without the
prior sanction of a resolution of the Board.
	 
	11.2	 	The Appointee shall obtain the Board’s prior written approval (such approval not to be
unreasonably withheld) before accepting appointment as a non-executive director of any company
outside the Group. Approval is currently limited to one FTSE100 constituent company or other
significant company in the UK or elsewhere.
	 
	11.3	 	The Appointee shall not (and shall procure so far as the Appointee is able that any person
connected with the Appointee within the meaning of section 252 Companies Act 2006 (Connected
Person) shall not) deal or become or cease to be interested (within the meaning set out in
Schedule 1 Companies Act 2006) in any securities of the Company, except in accordance with the
Company’s code for securities transactions by directors.
	 
	11.4	 	Subject to any regulations issued by the Company, the Appointee and any Connected Person
shall not be entitled to receive or obtain directly or indirectly any discount, rebate or
commission in respect of any sale or purchase of goods effected or other business transacted
(whether or not by the Appointee) by or on behalf of the Company or any Group Company and if
he or any Connected Person (or any firm or company in which he or any Connected Person is
interested) shall obtain any such discount, rebate or commission the Appointee shall account
to the Company or the relevant Group Company for the amount received by the Appointee or any
Connected Person (or a due proportion of the




 









 






	 	 	amount received by such company or firm having regard to the extent of the Appointee’s or the
Connected Person’s interest therein).
	 
	11.5	 	The Appointee agrees to disclose to the Board any matters relating to any Connected Person
which may, in the reasonable opinion of the Board, be considered to interfere, conflict or
compete with the proper performance of the Appointee’s obligations under this Agreement.
	 
	11.6	 	During the Employment, the Appointee agrees that he will not in competition with the Company
or any Group Company:
	 
	11.6.1	 	deal with, canvass, solicit or endeavour to take away from the Company or any Group
Company, whether directly or indirectly and whether on his own behalf or on behalf of any
other person, firm, company or other entity any customers or prospective customers; or
	 
	11.6.2	 	directly or indirectly solicit or entice away from or endeavour to entice away from the
Company or any Group Company any individual employed or engaged by the Company or any Group
Company; or
	 
	11.6.3	 	directly or indirectly make preparations to compete with any business carried on by the
Company or any Group Company.
	 
	11.7	 	During the Employment the Appointee shall inform the appropriate member of the Board without
delay if he becomes aware that any director, officer, or senior employee of the Company or any
Group Company is planning to materially breach any of the provisions of their contract of
employment or implied duties of loyalty, good faith and fidelity.
	 
	12	 	Confidential Information and Company documents
	 
	12.1	 	The Appointee recognises that, whilst performing the duties hereunder for the Company the
Appointee will have access to and come into contact with trade secrets and confidential
information belonging to the Company and/or any Group Company and will obtain personal
knowledge of and influence over its or their customers, suppliers and/or employees. The
Appointee therefore agrees that the restrictions set out in this clause 12 are reasonable and
necessary to protect the legitimate business interests of the Company and the Group both
during and after the termination of the Employment. The Appointee shall neither during the
Employment (except in the proper performance of the duties) nor at any time (without limit)
after the termination of the Employment directly or indirectly:
	 
	12.1.1	 	divulge or communicate to any person, company, business entity or other organisation; or
	 
	12.1.2	 	use for his own purposes or for any purposes other than those of the Company or any Group
Company; or
	 
	12.1.3	 	through any failure to exercise due care and diligence, cause any unauthorised disclosure
of
	 
	 	 	any trade secrets or Confidential Information relating to the Company or any Group Company,
but so that these restrictions shall cease to apply to any information which shall become
available to the public generally otherwise than




 









 






	 	 	through the default of the Appointee and to any use or disclosure authorised by the Board or
required by law.
	 
	12.2	 	Nothing in this Agreement shall prevent the Appointee from making a protected disclosure in
accordance with section 43A Employment Rights Act 1996 and the Public Interest Disclosure Act
1998.
	 
	12.3	 	“Confidential Information” shall include details of suppliers and their terms of business,
details of customers, clients and prospective customers/clients and their requirements, the
prices charged to and terms of business with customers, marketing plans and sales forecasts,
financial information, results and forecasts (save to the extent that these are included in
published audited accounts), any proposals relating to the acquisition or disposal of a
company or business or any part thereof or to any proposed expansion or contraction of
activities, or any other business strategy or tender, details of employees and officers and
of the remuneration and other benefits paid to them, information relating to research
activities, inventions, secret processes, designs, software, formulae and product lines, any
information which the Appointee either is aware or reasonably ought to know is confidential
and any information which has been given to the Company or any Group Company in confidence by
customers, suppliers or other persons.
	 
	12.4	 	All notes, memoranda, records, lists of customers and suppliers and employees,
correspondence, documents, computer and other discs and tapes, data listings, codes, designs
and drawings and other documents and material whatsoever (whether made or created by the
Appointee or otherwise) relating to the business of the Company or any Group Company (and any
copies of the same):
	 
	12.4.1	 	shall be and remain the property of the Company or the relevant Group Company; and
	 
	12.4.2	 	shall be handed over by the Appointee to the Company or to the relevant Group Company or
irrevocably deleted from any computer and/or word processing system in the Appointee’s
possession or under the Appointee’s control, on demand and in any event on the termination of
the Employment. Provided always that at the reasonable request of the Appointee, he shall be
provided, subject always to the provisions of clause 12.1, with copies of all Board Minutes
(and documents referred to therein) of Group Companies of which he was a director, in respect
of any period during which he was a director of such Group Company, which are reasonably
required by the Appointee for the purposes of defending himself in any regulatory or legal
proceedings relating to his duties as a director of such Group Company.
	 
	13	 	Inventions and other intellectual property
	 
	13.1	 	The Appointee may make inventions or create other intellectual property during the
Employment. In this respect the Appointee has a special responsibility to further the
interests of the Company and the Group given the Appointee’s position at the Company and the
remuneration paid to the Appointee under this Agreement.
	 
	13.2	 	In recognition of the Appointee’s position, remuneration and responsibility, the Appointee
acknowledges and agrees that any invention, improvement, design, process, information,
copyright work, trade mark, trade name or get-up or any




 









 






	 	 	other intellectual property (together the “Intellectual Property”) made, created or
discovered by him during the Employment (whether capable of being patented or registered or
not) in conjunction with or in any way affecting or relating to the business of the Company
or any Group Company or capable of being used or adapted for use in the Company or any such
Group Company or in connection therewith shall be immediately disclosed to the Company and
shall belong to and be the absolute property of the Company or such Group Company as the
Company may direct.
	 
	13.3	 	However clause 13.2 shall only apply to the extent that any invention was made by the
Appointee in the course of his duties or in the course of duties falling outside the
Appointee’s normal duties but which have been specifically assigned to him (together “Duties”)
and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of
making the invention, because of the nature of his Duties and the particular responsibilities
arising therefrom, the Appointee had a special obligation to further the interests of the
Company.
	 
	13.4	 	The Appointee acknowledges that he has no rights, interest or claims, either during the
Employment or after the termination of the Employment, in or to any such Intellectual Property
and he shall not use such Intellectual Property other than during the period of the Employment
and for the purpose of the Company or the Group.
	 
	13.5	 	If and whenever required to do so by the Company, (whether during the Employment or after its
termination), the Appointee shall at the expense of the Company or such Group Company as the
Company may direct:
	 
	13.5.1	 	apply or join with the Company or such Group Company in applying for letters patent or
other protection or registration in the United Kingdom and in any other part of the world for
any such Intellectual Property; and
	 
	13.5.2	 	execute and do all instruments and things necessary for vesting the said letters patent or
other protection or registration when obtained and all right title and interest to and in the
same absolutely and as sole beneficial owner in the Company or such Group Company or in such
other person as the Company may specify.
	 
	13.6	 	The Appointee agrees that he irrevocably and unconditionally waives all rights (including all
moral rights) under Chapter IV of the Copyrights, Designs and Patents Act 1988 in connection
with his authorship of any existing or future copyright work, in whatever part of the world
such rights may be enforceable
	 
	13.7	 	Nothing in this clause shall be construed as restricting the Appointee’s rights or those of
the Company under the Patents Act 1977 and in particular, sections 39 to 43 Patents Act 1977.
	 
	14	 	Termination
	 
	14.1	 	Notwithstanding clause 4.1 the Employment shall be subject to termination by the Company:
	 
	14.1.1	 	notwithstanding the actual or expected provision of any permanent health insurance benefits
or any other benefit, by not less than six months’ notice in writing given at any time while
the Appointee shall have been incapacitated by




 









 






	 	 	reason of ill health or accident from performing the duties hereunder for a period of or
periods aggregating the total period during which the Appointee is entitled to receive
Company Sick Pay provided always that, subject to clause 10.5, the Company shall not
terminate the Employment in these circumstances if the effect of such termination would be to
deprive the Appointee of the benefit of payments under any permanent health insurance scheme.
If at any time during the currency of such a notice the Appointee shall provide a medical
certificate satisfactory to the Board to the effect that he has fully recovered physical
and/or mental health and that no recurrence of illness or incapacity can reasonably be
anticipated, the Company shall withdraw the notice;
	 
	14.1.2	 	by summary notice in writing and with no liability to make any further payment to the
Appointee (other than in respect of amounts accrued due at the date of termination) if the
Appointee shall have:






	 	(a)	 	committed by any act or omission any serious breach or repeated or
continued (after warning) a material breach of the Appointee’s obligations
hereunder; or
	 
	 	(b)	 	been guilty of conduct by act or omission (whether in the course of the
duties hereunder or otherwise) which (i) in the reasonable opinion of the Board
tends to bring the Appointee and/or the Company and/or any Group Company into
disrepute on account of material economic or reputational consequences for all of
any of them or (ii) causes the Company or any Group Company substantial economic
harm, provided in either case that if such conduct is capable of remedy, he has
first been given the reasonable opportunity to remedy the contract and has failed to
do so; or
	 
	 	(c)	 	been convicted of a criminal offence under any statutory enactment or
regulation (other than an offence under any road traffic legislation in the United
Kingdom or elsewhere for which a fine or non custodial penalty is imposed and which
does not render him unable to discharge his duties under this Agreement); or
	 
	 	(d)	 	become bankrupt or had an interim order made against the Appointee under
the Insolvency Act 1986 or compounded with his creditors generally; or
	 
	 	(e)	 	in the reasonable opinion of the Board, failed to perform the duties
hereunder to a satisfactory standard, after having received a written warning from
the Company relating to the same; or
	 
	 	(f)	 	been disqualified from being a director by reason of any order made under
the Company Directors Disqualification Act 1986 or any other enactment; or
	 
	 	(g)	 	resigned of his own choice as a director of the Company, not being at the
request of or with the prior written agreement of the Board (save with reasonable
and proper cause and where remaining as a director would substantially disadvantage
him in his capacity as an officeholder of the Company); or
	 
	 	(h)	 	become prevented by an applicable law or regulation from performing any
material part of his duties; or




 









 






	 	(i)	 	been guilty of a material breach of the rules or regulations as amended
from time to time of the UK Listing Authority (including the Model Code for
transactions in securities by directors of listed companies), The London Stock
Exchange plc, the FSA or any other stock exchanges or regulatory authorities
relevant to the Company or any Group Company or any Code of Practice issued by the
Company (as amended from time to time); or
	 
	 	(j)	 	been expelled or subject to any serious disciplinary action by a relevant
professional body or failed or ceased to meet the requirements of any regulatory
body or statutory authority as a result of which the Appointee is no longer able to
perform all or any of the duties under this Agreement or;
	 
	 	(k)	 	ceased to be eligible to work in the United Kingdom in accordance with
Sections 15-25 of the Immigration, Asylum and Nationality Act 2006.






	 	 	 	Any delay by the Company in exercising such right of termination shall not constitute a
waiver thereof.






	14.2	 	If the Company becomes entitled to terminate the Employment pursuant to clauses 5.4
or 14.1.2, or whilst the Company or any external body investigates any allegation which would
or may entitle the Company to terminate the Employment pursuant to clauses 5.4 or 14.1.2 it
shall be entitled (but without prejudice to its right subsequently to terminate such
appointment on the same or any other ground) to suspend the Appointee on full pay for so long
as it may think fit or, for such period as is reasonable in the circumstances. During the
period of any suspension the Appointee will continue to be bound by the provisions of this
Agreement and must continue at all times to conduct himself with good faith towards the
Company and all Group Companies.
	 
	14.3	 	The Company reserves the right in its absolute discretion to give the Appointee pay in lieu
of all or any part of the notice of termination (whether notice is given by the Company or by
the Appointee). A dismissal without notice per se shall not constitute or imply an election
under this clause 14.3. For this purpose, the Appointee agrees that pay in lieu will consist
of the Salary and other contractual benefits (or cash equivalent) as set out at clause 3 of
this Agreement for the relevant period of notice (subject to Statutory Deductions in the
normal way), but excluding any other emolument referable to the Employment.
	 
	14.4	 	During any period of notice of termination or part thereof (whether given by the Company or
the Appointee), the Company shall (but only for a period or periods in aggregate not exceeding
six months) be under no obligation to assign any duties to the Appointee and shall be entitled
to exclude him from its premises and to direct that the Appointee refrains from contacting
(other than purely social contact with persons with whom the Appointee has established social
relationships) any customers, clients, suppliers, agents, professional advisers or employees
of the Company or any Group Company and refrains from accessing the computer or other data or
similar system of the Company or any Group Company (whether directly or indirectly) and remove
him from office as a director of the Company and from all or any offices held by him in the
Company or any Group Company, provided that this shall not affect the Appointee’s entitlement
during this period to receive Salary and other contractual benefits. For the avoidance of
doubt, during such period the Appointee shall continue to




 









 








	 	 	be bound by the same obligations to the Company as were owed prior to the commencement of the
period including the duty of good faith and fidelity.
	 
	14.5	 	The Appointee agrees that during any period of notice of termination whether given by the
Company or by the Appointee he will give such assistance in effecting an orderly and
comprehensive handover as the Company may reasonably require and with regard to any claim made
by or against any Group Company. For the avoidance of doubt such assistance may include
attending meetings, reviewing documents, giving and signing statements/affidavits and
attending hearings and giving evidence.
	 
	14.6	 	Without prejudice to the constitution (including for the avoidance of doubt the articles of
association) of the Company or any Group Company, on the termination of the Employment
(howsoever arising) or on either the Company or the Appointee having served notice of such
termination and the Company having exercised its right to place the Appointee on garden leave
pursuant to clause 14.4, the Appointee shall at the request of the Company:
	 
	14.6.1	 	resign from office as a Director of the Company and all offices held by the Appointee in
any Group Company provided however that such resignation shall be without prejudice to any
claims which the Appointee may have against the Company or any Group Company arising out of
the termination of the Employment; and
	 
	14.6.2	 	transfer without payment to the Company or as the Company may direct to any third party,
any shares or other securities held by the Appointee in the Company or any Group Company as a
nominee or trustee for the Company or any Group Company and deliver to the Company the
related certificates; and
	 
	14.6.3	 	forthwith deliver to the Company all Confidential Information and all materials within the
scope of clause 12.4 including any copies of any such materials and all credit cards and
other property of or relating to the business of the Company or of any Group Company which
may be in the Appointee’s possession or under the Appointee’s power or control and, if
requested, provide a signed statement that he has fully complied with the obligations under
this clause 14.6.3.
	 
	14.7	 	If the Appointee shall have been offered but shall unreasonably have refused to agree to the
transfer of this Agreement by way of novation to a company which has acquired or agreed to
acquire the whole or substantially the whole of the undertaking and assets of or of the equity
share capital of the Company, the Appointee shall have no claim against the Company in respect
of the termination of his employment hereunder by reason of the subsequent voluntary
winding-up of the Company or of the disclaimer of this Agreement by the Company within one
month after such acquisition.
	 
	15	 	Restrictive covenants
	 
	15.1	 	For the purposes of this clause 15 the following words have the following meanings:
	 
	15.1.1	 	“Company Products” means any banking or financial products researched into, developed,
supplied, distributed or sold by the Company with which the duties of the Appointee were
materially concerned or for which he was directly or ultimately responsible during the
Restricted Period;




 









 






	15.1.2	 	“Company Services” means any banking or financial services (including but not limited to
technical and product support, technical advice and customer services) developed or supplied
by the Company with which the duties of the Appointee were materially concerned or for which
he was directly or ultimately responsible during the Restricted Period;
	 
	15.1.3	 	“Comparator Group” means the following companies and entities, subject always to
amendment from time to time by the Remuneration Committee of the Board of the Company and
as notified to the Appointee by no later than 30 days after any such amendment: Banco
Bradesco, Banco Itau, Banco Santander, Bank of America, Bank of China, Barclays, BBVA, BNP
Paribas, Citigroup, Credit Suisse Group, DBS Group, Deutsche Bank, Fortis, ICBC, JP Morgan
Chase, Lloyds Banking Group, National Australia Bank, Royal Bank of Canada, Royal Bank of
Scotland, Societe Generale, Standard Chartered, UBS, Unicredito Italiano and Wells Fargo
(and all group companies of the companies and entities set out in this clause 15.1.3) and,
where any companies or entities set out in this clause 15.1.3 are the subject of a takeover
or undergo any form of reconstruction, the entities to which the relevant business assets
of such companies or entities are transferred from time to time,
	 
	15.1.4	 	“Confidential Information” has the meaning ascribed thereto in clause 12.2;
	 
	15.1.5	 	“Customer” means any person or firm or company or other organisation whatsoever to whom or
which the Company supplied Company Products and/or Company Services during the Restricted
Period and with whom or which, during the Restricted Period:






	 	(a)	 	the Appointee had material personal dealings pursuant to the Employment;
or
	 
	 	(b)	 	any employee who was under the direct or indirect supervision of the
Appointee had material personal dealings pursuant to their employment,






	 	 	provided that in the case of a firm, company or other organisation “Customer” shall not
include any division, branch or office of such firm or company or other organisation with
which the Appointee and/or any such employee as defined in sub-clause (b) above had no
dealings during the Restricted Period save that where a restructuring of the firm or company
or organisation has occurred following such personal dealings “Customer” shall include the
part of the business with which the Appointee or any employee as defined in sub-clause (b)
above had dealings during the Restricted Period;
	 
	15.1.6	 	“Prospective Customer” means any person or firm or company or other organisation whatsoever
with whom or which the Company shall have had negotiations or material discussions regarding
the possible distribution, sale or supply of Company Products and/or Company Services during
the Restricted Period and which were ongoing and not finally concluded at the Termination
Date and with whom or which during such period:






	 	(a)	 	the Appointee shall have had material personal dealings pursuant to the
Employment; or




 









 






	 	(b)	 	any employee who was under the direct or indirect supervision of the
Appointee shall have had material personal dealings pursuant to their employment; or
	 
	 	(c)	 	the Appointee was directly responsible in a client management capacity on
behalf of the Company,






	 	 	provided that in the case of a firm, company or other organisation “Prospective Customer”
shall not include any division, branch or office of such firm, company or other organisation
with which the Appointee and/or any such employee had no dealings during the Restricted
Period save that where a restructuring of the firm or company or organisation has occurred
following such personal dealings, “Prospective Customer” shall include the part of the
business with which the Appointee or any employee as defined in sub-clause (b) had dealings
during the Restricted Period;
	 
	15.1.7	 	“Restricted Employee” means any person who is on the Termination Date, or was during the
Restricted Period, employed or engaged by the Company or any Group Company and is by reason
of such employment or engagement in possession of, or is reasonably likely to be in
possession of, any trade secret or Confidential Information relating to the business of the
Company or any Group Company or has acquired influence over its Customers or Prospective
Customers (as defined in this clause 15 but so that references to “the Appointee” shall be
replaced by references to the relevant employee and so that references to “Employment” shall
mean the relevant employee’s employment with the Company or Group Company, being in either
case a person with whom the Appointee had material dealings during the Restricted Period);
	 
	15.1.8	 	“Restricted Period” means the period of 12 months ending on the Termination Date or, in the
event that no duties were assigned to the Appointee for any part of the duration of the
notice period, the 12 months immediately preceding the last day on which the Appointee
carried out any duties for the Company;
	 
	15.1.9	 	“Restricted Products” means Company Products or any products of the same or of a similar
kind;
	 
	15.1.10	 	“Restricted Services” means Company Services or any services of the same or of a similar
kind;
	 
	15.1.11	 	“Restricted Supplier” means any person, company, business entity or other organisation
whatsoever who has supplied goods or services to the Company or any Group Company (other than
utilities and goods or services supplied for administrative purposes) during any part of the
Restricted Period or who has agreed prior to the Termination Date to supply goods or services
to the Company to commence at any time in the twelve months following the Termination Date;
	 
	15.2	 	The Appointee recognises that, whilst performing his duties for the Company, he will have
access to and come into contact with trade secrets and Confidential Information belonging to
the Company and certain Group Companies and will obtain personal knowledge of and influence
over its or their customers and/or employees. The Appointee therefore agrees that the
restrictions set out in this clause 15 are reasonable and necessary to protect




 









 






	 	 	the legitimate business interests of the Company and any applicable Group Company both during
and after the termination of the Employment.
	 
	15.3	 	The Appointee hereby undertakes with the Company that he will not for the period of six
months after the Termination Date without the prior written consent of the Company (such
consent not to be unreasonably withheld) whether by himself, through his employees or agents
or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm,
company or other organisation, directly or indirectly:
	 
	15.3.1	 	in competition with the Company anywhere in the world in a senior capacity, be employed by
or engaged or otherwise interested in any of the companies (or other entities) in the
Comparator Group in the business of researching into, developing, distributing, selling,
supplying or otherwise dealing with Restricted Products or Restricted Services; or
	 
	15.3.2	 	in competition with the Company, accept orders or facilitate the acceptance of any orders
or have any business dealings for Restricted Products or Restricted Services from any
Customer or Prospective Customer; or
	 
	15.3.3	 	employ or otherwise engage in the business of or be personally involved to a material
extent in employing or otherwise engaging in the business of researching into, developing,
manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products
or Restricted Services any Restricted Employee; or
	 
	15.3.4	 	interfere with, or endeavour to interfere with, the supply or provision of goods or
services (other than utilities, or goods or services supplied for an administrative purpose)
to the Company or to induce the cessation of the supply or provision of such goods or
services from any Restricted Supplier; or
	 
	15.3.5	 	In competition with the Company, solicit business from, or solicit the supply of goods or
services (other than utilities, or goods or services supplied for an administrative purpose)
from any Restricted Supplier for the purposes of the provision of Restricted Products or
Restricted Services.
	 
	15.4	 	The Appointee hereby undertakes with the Company that he shall not for the period of twelve
months after the Termination Date without the prior written consent of the Company (such
consent not to be unreasonably withheld) whether by himself through his employees or agents
or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm,
company or other organisation, directly or indirectly:
	 
	15.4.1	 	in competition with the Company, solicit business from or endeavour to entice away or
canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect
of Restricted Products or Restricted Services; or
	 
	15.4.2	 	solicit or induce or endeavour to solicit or induce any Restricted Employee to cease
working for or providing services to the Company, whether or not any such person would
thereby commit a breach of contract.
	 
	15.5	 	If the restrictions in clauses 15.3 and/or 15.4 are for any reason held to be unenforceable
in any jurisdiction in the world the Appointee shall agree to such amended or lesser
restriction as would enable that restriction to be enforced so far as possible in such
jurisdiction.




 









 






	15.6	 	The benefit of clauses 15.3 and/or 15.4 shall be held on trust by the Company for each Group
Company and the Company reserves the right to assign the benefit of such provisions to any
Group Company, in addition such provisions also apply as though there were substituted for
references to “the Company” references to each Group Company in relation to which the
Appointee has in the course of his duties for the Company or by reason of rendering services
to or holding office in such Group Company:
	 
	15.6.1	 	acquired knowledge of its trade secrets or Confidential Information; or
	 
	15.6.2	 	had material personal dealings with its Customers or Prospective Customers; or
	 
	15.6.3	 	supervised directly or indirectly employees having material personal dealings with its
Customers or Prospective Customers
	 
	 	 	but so that references in clause 15 to “the Company” shall for this purpose be deemed to be
replaced by references to the relevant Group Company. The obligations undertaken by the
Appointee pursuant to this clause 15.6 shall, with respect to each such Group Company,
constitute a separate and distinct covenant and the invalidity or unenforceability of any
such covenant shall not affect the validity or enforceability of the covenants in favour of
any other Group Company or the Company. In addition, at the request of the Company the
Appointee shall enter into a direct agreement or undertaking with any Group Company whereby
he will accept restrictions corresponding to the restrictions in this clause 15 (or such of
them as may be appropriate).
	 
	15.7	 	In the event of the transfer (within the meaning of the Transfer of Undertakings
(Protection of Employment) Regulations 2006 (“the Transfer Regulations”) of the undertaking
or the part of the undertaking in which the Appointee shall at the time be employed as the
result of which (by virtue of the Transfer Regulations) the Employment is automatically
transferred to another (“the Transferee”), the provisions of this clause 15 shall have effect
as though references in it (and in all associated terms defined in this Agreement) to “the
Group” are construed as references to “any other company within the Transferee’s Group”
(which for these purposes shall comprise the Transferee and any holding company of the
Transferee and the subsidiaries of the Transferee and of any such holding companies for the
time being).
	 
	15.8	 	The Appointee hereby undertakes with the Company that he will not at any time without the
consent of the Company after the Termination Date:
	 
	15.8.1	 	engage other than as a private consumer in any trade or business or be associated with any
person, firm or company engaged in any trade or business using the name(s) “HSBC” or
“Hongkong and Shanghai Banking Corporation” or incorporating the word(s) “Hongkong Shanghai
Banking Corporation”;
	 
	15.8.2	 	in the course of carrying on any trade or business, claim, represent or otherwise indicate
any present association with the Company or any Group Company or for the purpose of carrying
on or retaining any business or custom, claim, represent or otherwise indicate any past
association with the Company or any Group Company to its detriment other than simple and
factual statements regarding the Appointee’s period of employment, job title,
responsibilities and role.




 









 






	15.9	 	The parties agree that the periods referred to in clauses 15.3 and 15.4 above will be reduced
by one day for every day, during which, at the Company’s direction, the Appointee is on garden
leave in accordance with clause 14.4.
	 
	15.10	 	While the restrictions in this clause 15 (on which the Appointee has had the opportunity to
take independent legal advice, as the Appointee hereby acknowledges) are considered by the
parties to be reasonable in all the circumstances, it is agreed that if any such restrictions,
by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the
circumstances for the protection of the legitimate interests of the Company or a Group Company
but would be adjudged reasonable if part or parts of the wording thereof were deleted, the
relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to
make it or them valid and effective.
	 
	16	 	Grievance, dismissal and disciplinary procedures
	 
	16.1	 	If the Appointee wishes to obtain redress of any grievance relating to the Employment or is
dissatisfied with any reprimand, suspension or other disciplinary step taken by the Company,
he shall apply in writing to the Board setting out the nature and details of any such
grievance or dissatisfaction. If the Appointee is not satisfied with the decision of the Board
he may within seven days of the decision appeal in writing to a non-executive director of the
Company nominated by the Board.
	 
	16.2	 	The disciplinary rules applicable to the Appointee are set out in the Company’s Employee
Handbook. The disciplinary procedure is not contractually binding on the Company.
	 
	17	 	Disclosure of information
	 
	17.1	 	For the purposes of the Data Protection Act 1998 the Appointee hereby consents to the
processing by the Company of personal data including sensitive data of which the Appointee is
the subject. The Appointee agrees that the data may be collected and held by the Company, or
be disclosed or transferred to other employees of the Company or to any other member of a
Group Company (including if necessary to other offices of the Company or any Group Company
outside the European Economic Area) or to any other person as may be reasonably necessary or
as otherwise permitted by law. In this event, the Appointee’s personal information/data and
sensitive personal data will be protected by the strictest code of secrecy and security, and
only used in accordance with the Company’s strict instructions.
	 
	17.2	 	The Appointee agrees that the Company and any Group Company may intercept, process and
monitor communications transmitted by or to the Appointee via any private telecommunication
systems (including e-mail) or services of the Company or any Group Company.
	 
	18	 	General
	 
	18.1	 	The provisions of this Agreement are severable and, if any one or more provision may be
determined to be illegal or otherwise unenforceable in whole or in part under the laws of any
jurisdiction, the remaining provisions of this Agreement in that jurisdiction shall not be
affected and the legality and enforceability of this Agreement in any other jurisdiction shall
not be affected.




 









 






	18.2	 	Any notice or other document to be given under this Agreement shall be in writing and may be
given personally to the Appointee or to the Secretary of the Company (as the case may be) or
may be sent by first class post or other fast postal service or by facsimile transmission to,
in the case of the Company, its registered office for the time being and in the case of the
Appointee either to his address shown on the face hereof or to his last known place of
residence.
	 
	18.3	 	Any such notice at clause 18.2 shall be deemed served when in the ordinary course of the
means of transmission it would first be received by the addressee in normal business hours.
	 
	18.4	 	The Appointee hereby irrevocably appoints any other director of the Company from time to
time, jointly and severally, to be his attorney in his name and on his benefit to sign any
documents and do things necessary or requisite to give effect to those matters which he is
obliged to do pursuant to this Agreement (including but not limited to clauses 13 and 14.6.1).
In favour of any third party a certificate in writing signed by any director or by the
Secretary of the Company that any instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the case.
	 
	18.5	 	Any Group Company may enforce the terms of this Agreement. No other person who is not a party
to this Agreement may enforce any of its terms under the Contracts (Rights of Third Parties)
Act 1999.
	 
	18.6	 	This Agreement contains the statement of initial employment particulars of the Appointee as
required under the Employment Rights Act 1996.
	 
	18.7	 	There are no collective agreements that affect the terms and conditions of the Appointee’s
employment.
	 
	19	 	Other Agreements
	 
	19.1	 	This Agreement together with the Company’s Employee Handbook (as amended from time to time)
constitutes the entire agreement of the parties and shall be in substitution for and shall
replace any previous letters of appointment, agreements or arrangements (including without
limitation the Appointee’s service agreement with the Company dated 14 October 2008), whether
written, oral or implied, relating to the employment of the Appointee by the Company or any
Group Company.
	 
	19.2	 	Without prejudice to clause 19.1, in the event of any conflict between the terms of this
Agreement and any other document purporting to relate to the employment of the Appointee
(including the Company’s Employee Handbook from time to time in force) the terms of this
Agreement prevail.
	 
	19.3	 	The Appointee hereby acknowledges that he has no outstanding claims of any kind against the
Company/any Group Company (otherwise than in respect of remuneration and expenses accrued due
and existing rights with respect to deferred bonuses and/or under and in accordance with any
Group share plan, as at the date of this Agreement but not yet paid).




 









 






	20	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts and by the parties on separate
counterparts, but in that case shall not be effective until each party has executed at least
one counterpart. Each counterpart shall constitute the original of this Agreement, but all
counterparts together constitute one and the same instrument.
	 
	21	 	Choice of law and submission to jurisdiction
	 
	21.1	 	This Agreement shall be governed by and interpreted in accordance with the laws of England
and Wales.
	 
	21.2	 	The Appointee hereby submits to the jurisdiction of the High Court of Justice in England but
this Agreement may be enforced by the Company in any court of competent jurisdiction.
	 
	22	 	Definitions
	 
	22.1	 	In this Agreement unless the context otherwise requires the following expressions have the
following meanings:
	 
	 	 	“Board” means the Board of Directors for the time being of the Company or any committee of
the Board (including the Group Management Board) to which powers have been properly delegated
or such person or persons designated by the Board from time to time as its representative for
the purposes of this Agreement;
	 
	 	 	“Corporate Governance Code” means the UK Corporate Governance Code published by the Financial
Reporting Council (as amended from time to time);
	 
	 	 	“Commencement Date” means 3 December 2010;
	 
	 	 	“Employment” means the Appointee’s employment under this Agreement;
	 
	 	 	“FSA” means the Financial Services Authority;
	 
	 	 	“Group” means (1) HSBC Holdings plc and any entity which from time to time is a holding
company of HSBC Holdings plc or a subsidiary of HSBC Holdings plc or of any such holding
company; and (2) any entity over which from time to time any of the entities defined in
paragraph (1) of this definition either directly or indirectly exercises management control,
even though it may own less than fifty per cent (50%) of the shares and is prevented by law
from owning a greater shareholding and “Group Company” and “Group Companies” shall be
construed accordingly;
	 
	 	 	“Recognised Investment Exchange” means an investment exchange granted recognition under
section 285 (1) Financial Services and Markets Act 2000 including a recognised overseas
investment exchange;
	 
	 	 	“Statutory Deductions” means appropriate tax, national insurance contributions and any other
applicable statutory deductions;
	 
	 	 	“Termination Date” means the date on which the Appointee’s Employment terminated;




 









 






	 	 	“UK Listing Authority” means the FSA in its capacity as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act 2000.
	 
	22.2	 	references to clauses, sub-clauses and schedules are unless otherwise stated to clauses and
sub-clauses of and schedules to this Agreement;
	 
	22.3	 	the headings to the clauses are for convenience only and shall not affect the construction or
interpretation of this Agreement;
	 
	22.4	 	the words “subsidiary” and “holding company” have the meanings set out in section 1159 of the
UK Companies Act 2006 and “management control” shall be demonstrated by the ability to
exercise significant influence over an entity or its management; and
	 
	22.5	 	a reference to any statute or statutory provision (whether of the United Kingdom or
elsewhere) includes any subordinate provision (as defined by section 21(1) Interpretation Act
1978) made under it and provision which has superseded it or re-enacted it (with or without
modification) before or after the date of this Agreement except where it is after the date of
this Agreement to the extent that the liability of any party is thereby increased or extended.





 









 




IN WITNESS whereof this Agreement has been executed the day and year first above written.




	 	 	 	 	 	 	 	 	 

	Executed as a Deed by

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	the Company in the presence of:

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	Dated:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Director
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Dated:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Director/Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a Deed by

	 	)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	the Appointee

	 	)                     
	 	Dated:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	in the presence of:

	 	)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Dated:	 	 
	 	 	 	 	 
	Signature of Witness	 	 	 	 






	 	 	 	 	 

	Witness Name:
	 	 	 	 
	 

	 	 

	 	 
	Witness Address:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Witness occupation: