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THIS AGREEMENT is dated    LJ...August  2019 and is made BETWEEN:  (1)    HSBC   GROUP    MANAGEMENT     SERVICES    LIMITED  (registered number         9231974), whose registered office is at 8 Canada Square, London E14 5HQ         (the Company); and  (2)    NOEL   PAUL  QUINN   of [***] (the Executive).   IT IS AGREED as follows:  1      Appointment   1.1    The Employment   will begin on the Commencement   Date. The Executive's         continuous employment began on 2 January 1987.   1.2    Subject to clauses 1.5 and 12, the Employment will continue until terminated         by either partygiving  to the other twelve months' notice in writing.   1.3    The Executive shall be employed as Interim Group Chief Executive at Global         Career Band (GCB)  0. The Executive shall report to the Group Chairman or         such other appropriate person as the Company shall designate from time to         time. The  Employment   also  requires the  Executive to  hold  various         directorships and offices within the Group from time to time including in         relation to Hongkong and Shanghai Banking Corporation Limited.   1.4    The  Executive consents  to the  Company   transferring the Executive's         employment  and assigning the provisions of this Agreement to any Group         Company at any time (on the terms and conditions of this Agreement).   1.5    The  Employment  is and  remains  at all times subject to the Executive         successfully completing all Company required and on-going screenings for a         "High Risk Role", given that any abuse of the role poses particular potential         damage to the Group and external stakeholders. Additionally, the Executive is         at all times required to hold the required approvals by the FCA and all other         relevant regulatory bodies in order to be able to carry out his/her duties. In the         event of  any  screening result being considered  unsatisfactory in the         reasonable opinion of the Company and/or where FCA or any other relevant         regulatory approval is withdrawn, the Company has the right to terminate the         Employment  with immediate effect and with no further sums payable to the         Executive beyond any sums  accrued due as at the date of that termination.         The Company's summary termination right in this clause 1.5 shall not apply in         the event that any  required regulatory approval in connection with the         commencement of the Employment   (following any applicable grace period) is         not granted.   2      Remuneration   2.1    The Company will pay the Executive a Base Salary of £1,240,000 per annum         (Base Salary). The Base Salary will be paid less Statutory Deductions and         accrue from day to day  and be payable  in equal monthly instalments in         arrears on or around the 2oth day of each calendar month. Unless notice to        terminate the Employment has been given by either party, the Company will         review the Executive's Base Salary in March of each calendar year, in good         faith, the first such review to take place on or about March 2020. The                                                                        PUBLIC-3 





 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 












 






This Agreement has  been signed on behalf of the Company and executed as a  deed by the Executivethe  day and year firstabove  written.   Executed as a Deed by HSBC GROUP MANAGEMENT SERVICES LIMITED in thepresence       of:   ............................�L----: ...r······    .. Dated: ..... '±.1.�.�_t�'J....... .                                         Dated: ..................................... .    Executed as a Deed by   theEXECUTIVE                               Dated: .........................Lf/  fsl  2.oI  '7.  ..   In the presence of:   ....... :::r.;J�... ?.:  ... k ............... .. Dated: Jtj.r.J..�11.Jt..  Signature of Witness  <V   Wrtness Name: .�.l:'.�1'.....  b:-.:'?_:V..  Witness Address: ... [***]   Witness Occupation: ..... �2./.1..  �.J::�-::....                                                                 PUBLIC-24