Common use of Annual Incentives Clause in Contracts

Annual Incentives. (i) In accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers shall be liable for the payment of all formulaic incentive bonuses and annual discretionary bonuses to the Transferred Business Employees with respect to the calendar year commencing on January 1, 2011 and ending on December 31, 2011. In addition, in accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers shall be liable for the payment of any formulaic incentive bonuses, including monthly, quarterly and semi-annual incentive bonuses, to the Transferred Business Employees with respect to the period commencing on January 1, 2012 and ending on the Closing Date. Purchaser acknowledges that such payments shall be made consistent with past practice of the applicable HSBC Seller, notwithstanding that Transferred Business Employees may not be employed by the HSBC Sellers or any of their respective Affiliates at the time of payment. (ii) Purchaser shall provide Transferred Business Employees an annual discretionary bonus opportunity prorated for calendar year 2012, based upon the number of days elapsed between the Closing Date and December 31, 2012 (with the amount, if any, determined consistent with Purchaser’s internal methodology for awarding annual discretionary bonuses). Purchaser acknowledges that HSBC shall be responsible for and shall pay to the Transferred Business Employees a prorated portion of the annual discretionary bonuses accrued for the Transferred Business Employees prior to the Closing Date, calculated using accruals for performance year 2011, based upon the number of days elapsed between January 1, 2012 and the Closing Date. For purposes of clarity, and as provided for in Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers and their respective Affiliates shall retain all liabilities for, and shall be responsible for the payment of, any formulaic incentive bonus amounts payable to the Transferred Business Employees for performance periods occurring prior to Closing Date under any formulaic incentive plans maintained by the HSBC Sellers or their Affiliates (for example, under any monthly, quarterly or commissions-based plans), and such formulaic incentive plans shall not be taken into consideration when determining the obligations of the Purchaser and the HSBC Sellers under this Section 9.1(f)(ii).

Annual Incentives. (i) In accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers Seller shall be liable for the payment of all formulaic incentive bonuses and annual discretionary bonuses to the Transferred Business Banking Center Employees with respect to the calendar year commencing on January 1, 2011 and ending on December 31, 2011. In addition, in accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers Seller shall be liable for the payment of any formulaic incentive bonuses, including monthly, quarterly and semi-annual incentive bonuses, to the Transferred Business Banking Center Employees with respect to the period commencing on January 1, 2012 and ending on the Closing Date. Purchaser acknowledges that such Such payments shall be made consistent with past practice of the applicable HSBC Seller, notwithstanding that Transferred Business Banking Center Employees may not be employed by the HSBC Sellers Seller or any of their respective its Affiliates at the time of payment. (ii) The Purchaser shall provide Transferred Business Banking Center Employees an annual discretionary bonus opportunity prorated for calendar year 2012, based upon the number of days elapsed between the Closing Date and December 31, 2012 (with the amount, if any, determined consistent with Purchaser’s internal methodology for awarding annual discretionary bonuses). Purchaser acknowledges that HSBC The Seller shall be responsible for and shall pay to the Transferred Business Banking Center Employees a prorated portion of the annual discretionary bonuses accrued for the Transferred Business Banking Center Employees prior to the Closing Date, calculated using accruals for performance year 2011, based upon the number of days elapsed between January 1, 2012 and the Closing Date. For purposes of clarity, Seller and as provided for in Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers and their respective its Affiliates shall retain all liabilities for, and shall be responsible for the payment of, any formulaic incentive bonus amounts payable to the Transferred Business Banking Center Employees for performance periods occurring prior to the Closing Date under any formulaic incentive plans maintained by the HSBC Sellers Seller or their its Affiliates (for example, under any monthly, quarterly or commissions-based plans), and such formulaic incentive plans shall not be taken into consideration when determining the obligations of the Purchaser and the HSBC Sellers Seller under this Section 9.1(f)(ii).

Annual Incentives. (i) In accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers The Seller Entities shall be liable for the payment of all formulaic incentive bonuses and annual discretionary bonuses to the Transferred Business Employees with respect to the calendar year commencing on January 1, 2011 and ending on December 31, 2011. In addition, in accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers Seller Entities shall be liable for the payment of any formulaic incentive bonuses, including monthly, quarterly and semi-annual incentive bonuses, to the Transferred Business Employees with respect to the period commencing on January 1, 2012 and ending on the Primary Closing Date. Purchaser acknowledges that such Such payments shall be made consistent with past practice of the applicable HSBC SellerSeller Entity, notwithstanding that Transferred Business Employees may not be employed by the HSBC Sellers Seller Entities or any of their respective Affiliates at the time of payment. (ii) The Purchaser shall provide Transferred Business Employees an annual discretionary bonus opportunity prorated for calendar year 2012, based upon the number of days elapsed between the Primary Closing Date and December 31, 2012 (with the amount, if any, determined consistent with Purchaser’s internal methodology for awarding annual discretionary bonuses). Purchaser acknowledges that HSBC The Seller shall be responsible for and shall pay to the Transferred Business Employees a prorated portion of the annual discretionary bonuses accrued for the Transferred Business Employees prior to the Primary Closing Date, calculated using accruals for performance year 2011, based upon the number of days elapsed between January 1, 2012 and the Primary Closing Date. For purposes of clarity, and as provided for in Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers Seller Entities and their respective Affiliates shall retain all liabilities for, and shall be responsible for the payment of, any formulaic incentive bonus amounts payable to the Transferred Business Employees for performance periods occurring prior to Primary Closing Date under any formulaic incentive plans maintained by the HSBC Sellers Seller Entities or their Affiliates (for example, under any monthly, quarterly or commissions-based plans), and such formulaic incentive plans shall not be taken into consideration when determining the obligations of the Purchaser and the HSBC Sellers Seller Entities under this Section 9.1(f)(ii).

Annual Incentives. For the 2018 fiscal year and subsequent fiscal years, you will participate in the Company’s standard Senior Executive Company Incentive Plan (ithe “EIP”) In accordance with Section 9.1(f) of the Primary Purchase Agreementapplicable to each such year (for each such year, the HSBC Sellers “Annual Incentive”). Upon 100% achievement of targets thereunder, the EIP will provide you an Annual Incentive payout equal to 125% of your Base Salary earned during the applicable fiscal year, with a maximum payout of up to two times such target amount and a threshold as set by the Compensation Committee, subject to the terms and conditions applicable to such payouts and benefits. Such Annual Incentive and the EIP will be reviewed annually by the Compensation Committee, provided that there shall be liable for the payment no decrease of all formulaic incentive bonuses “target” and annual discretionary bonuses “maximum” payouts. Notwithstanding anything to the Transferred Business Employees with respect to contrary in the calendar year commencing on January 1EIP, 2011 and ending on December 31, 2011. In addition, in accordance with Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers shall be liable for the payment of any formulaic incentive bonuses, including monthly, quarterly and semi-annual incentive bonuses, to the Transferred Business Employees with respect to the period commencing on January 1, 2012 and ending on the Closing Date. Purchaser acknowledges that such payments shall be made consistent with past practice of the applicable HSBC Seller, notwithstanding that Transferred Business Employees may you need not be employed by the HSBC Sellers Company for the entire fiscal year or any on the day that your 2018 Annual Incentive (if any) is scheduled to be paid in order to earn and receive such 2018 Annual Incentive, provided that in the event you are employed by the Company for less than the full fiscal year, your Annual Incentive will be pro rated to reflect the portion of their respective Affiliates at the time year during which you served as Interim CEO. Any earned Annual Incentives shall be subject to standard payroll deductions and withholdings, and paid no later than March 15th of payment. the year following the applicable fiscal year. Notwithstanding anything to the contrary in the EIP, with respect to your 2019 Annual Incentive, in the event the Company terminates your employment during 2019 without Cause (as defined in the Amended Severance Agreement) or you resign your employment with the Company during 2019 because (i) the Company hires a new CEO or (ii) Purchaser shall provide Transferred Business Employees an annual discretionary bonus opportunity prorated for calendar year 2012a Change in Control (as defined in the Amended Severance Agreement) occurs, based upon the number of days elapsed between the Closing Date and December 31, 2012 (with the amount, if any, determined consistent with Purchaser’s internal methodology for awarding annual discretionary bonuses). Purchaser acknowledges that HSBC shall be responsible for and shall pay then subject to the Transferred Business Employees conditions set forth in Section 1(k) of the Amended Severance Agreement, you will be eligible for a prorated payment equal to a pro rated 2019 Annual Incentive reflecting the portion of the annual discretionary bonuses accrued for the Transferred Business Employees prior 2019 fiscal year during which you served as Interim CEO, subject to the Closing Date, calculated using accruals for a minimum payment of 50% of your target 2019 Annual Incentive (assuming full performance year 2011, based upon the number of days elapsed between January 1, 2012 and the Closing Date. For purposes of clarity, and as provided for in Section 9.1(f) of the Primary Purchase Agreement, the HSBC Sellers and their respective Affiliates shall retain all liabilities for, and shall be responsible for the payment of, any formulaic incentive bonus amounts payable to the Transferred Business Employees for performance periods occurring prior to Closing Date under any formulaic incentive plans maintained by the HSBC Sellers or their Affiliates (for example, under any monthly, quarterly or commissionsbut no over-based plansperformance), to be paid subject to standard deductions and such formulaic incentive plans shall not be taken into consideration when determining withholdings on the obligations of 60th day following your Separation from Service (as defined in the Purchaser and the HSBC Sellers under this Section 9.1(f)(iiAmended Severance Agreement).