Common use of Restrictions during the Employment Clause in Contracts

Restrictions during the Employment. 11.1 The Executive 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 Executive shall obtain the Chairman’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 Executive shall not (and shall procure so far as the Executive is able that any person connected with the Executive 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 HSBC, except in accordance with HSBC’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBC, the Executive 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 Executive) by or on behalf of HSBC 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 Executive shall account to HSBC or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 During the Employment, the Executive agrees that he will not in competition with HSBC or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC or any Group Company any individual employed or engaged by HSBC or any Group Company; or 11.6.3 directly or indirectly make preparations to compete with any business carried on by HSBC or any Group Company. 11.6.4 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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.

Restrictions during the Employment. 11.1 The Executive 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 Executive Appointee shall obtain the ChairmanBoard’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 Executive Appointee shall not (and shall procure so far as the Executive Appointee is able that any person connected with the Executive 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 HSBCthe Company, except in accordance with HSBCthe Company’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBCthe Company, the Executive 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 ExecutiveAppointee) by or on behalf of HSBC 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 Executive Appointee shall account to HSBC the Company or the relevant Group Company for the amount received by the Executive 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 ExecutiveAppointee’s or the Connected Person’s interest therein). 11.5 The Executive 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 ExecutiveAppointee’s obligations under this Agreement. 11.6 During the Employment, the Executive Appointee agrees that he will not in competition with HSBC the Company or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC the Company or any Group Company any individual employed or engaged by HSBC the Company or any Group Company; or 11.6.3 directly or indirectly make preparations to compete with any business carried on by HSBC the Company or any Group Company. 11.6.4 11.7 During the Employment the Executive 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, HSBC 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.

Restrictions during the Employment. 11.1 10.1 The Executive shall not during the Employment be 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 on the London Stock Exchange plc or on The Stock Exchange of Hong Kong Limited or on any Recognised Investment Exchange as long as such holding does not more than exceed 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 Boardsuch investments. 11.2 10.2 The Executive shall obtain the Chairman’s 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 GroupGroup as required in accordance with HSBC’s Policy on Directors’ other Directorships, from time to time in force. Approval is currently limited to one FTSE100 constituent company or other significant company in the UK or elsewhere. 11.3 10.3 The Executive shall not comply with: 10.3.1 the Company’s code of conduct for transactions in HSBC Group Securities by Directors; and 10.3.2 such laws or regulations which may impose any obligation on the Executive which are relevant to his duties and offices under this appointment. 10.4 In accordance with section 83(2) of the Banking Ordinance of Hong Kong the aggregate unsecured facilities granted by the Company to the Executive (and shall procure so far as his relatives) is restricted to HK$1,000,000. The Company’s Code of Conduct provides further details about this requirement. The Company reserves the right to require the Executive is able that any person connected to reduce his unsecured facilities with the Executive within Company during the meaning of section 252 Companies Act 2006 (Connected Person) shall not) deal or become or cease to be interested (within Employment if his aggregate unsecured facilities exceed the meaning applicable limits set out in Schedule 1 Companies Act 2006) in any securities of HSBC, except in accordance with HSBC’s code for securities transactions by directorsabove. 11.4 Subject to any regulations issued by HSBC, the Executive 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 Executive) by or on behalf of HSBC 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 Executive shall account to HSBC or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 10.5 During the Employment, the Executive agrees that he will not not, in competition with HSBC the Company or any Group Company: 11.6.1 10.5.1 deal with, canvass, solicit or endeavour to take away from HSBC the Company or any Group Company, whether directly or indirectly indirectly, and whether on his own behalf or on behalf of any other person, firm, company or other entity any customers or prospective customers; oror Back to Contents 11.6.2 10.5.2 directly or indirectly induce, solicit or otherwise entice away from or endeavour to entice away from HSBC or any Group Company any individual employed or engaged by HSBC the Company or any Group Company, to terminate his or her employment or engagement with the Company or any Group Company; or 11.6.3 10.5.3 directly or indirectly make preparations to compete with any business carried on by HSBC the Company or any Group Company. 11.6.4 10.6 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC Company or any Group Company is or is planning to materially breach any of the provisions of their contract of employment or implied duties of loyalty, good faith and fidelity.

Restrictions during the Employment. 11.1 The Executive shall not during 14.1 During the Employment you shall not: 14.1.1 be 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 undertakingundertaking save that nothing in this Agreement shall prevent you from engaging in limited external advisory or consultancy activities (or similar), whether or not of a remunerative nature, provided that this such external activities shall not prohibit in any way conflict with or interfere in any way with your obligations under this Agreement or be prejudicial to the interests of the Employer or any Group Company; or 14.1.2 engage in any activity which the Board reasonably considers may be, or become harmful to the interests of the Employer or of any Group Company or which might reasonably be considered to interfere with the performance of your duties under this Agreement. 14.2 Notwithstanding clause 4.1, you shall be entitled to continue with your role as Chairman of Avacta Plc, subject to any conflict of interests arising that would make your retention of this role untenable, and only to the extent that the discharge of your duties under this Agreement is not impaired as a result. We shall be entitled to withdraw the consent given by this clause to pursue such activities at any time if we believe that to continue with them would no longer reasonably be considered to be in the best interests of the Employer. 14.3 Clause 14.1 shall not apply: 14.3.1 to you holding (directly or through nominees) of investments listed on the London Stock Exchange plc or in respect of which dealing takes place on in the Alternative Investment Market of on the London Stock Exchange plc or on The Stock Exchange of Hong Kong Limited or on any Recognised Investment Exchange recognised stock exchange as long as you do not hold more than 5 per cent 5% of the issued shares or other securities of any class of any one company shall be so held without company; or 14.3.2 to the interest permitted by clause 14.2; or 14.3.3 to any act undertaken by you with the prior sanction of a resolution written consent of the Board. 11.2 The Executive shall obtain the Chairman’s prior written approval (such approval not 14.4 You confirm that you have disclosed 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 Executive shall not us (and shall procure will continue to do so far as promptly throughout the Executive is able that any person connected with the Executive within the meaning of section 252 Companies Act 2006 (Connected PersonEmployment) 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 HSBC, except in accordance with HSBC’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBC, the Executive and any Connected Person shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission all circumstances in respect of any sale which there is or purchase might be a conflict of goods effected or other business transacted (whether or not by the Executive) by or on behalf of HSBC or any Group Company and if he or any Connected Person interest between you (or any firm or company in which he or any Connected Person is interestedmembers of your immediate family) shall obtain any such discount, rebate or commission and the Executive shall account to HSBC or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 During the Employment, the Executive agrees that he will not in competition with HSBC or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC or any Group Company any individual employed or engaged by HSBC or any Group Company; or 11.6.3 directly or indirectly make preparations to compete with any business carried on by HSBC Employer or any Group Company. 11.6.4 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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.

Restrictions during the Employment. 11.1 The Executive 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 on the London Stock Exchange plc or on The Stock Exchange of Hong Kong Limited or on any Recognised Investment Exchange or any Designated 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 Executive shall obtain the Chairman’s 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 Executive shall not (and shall procure so far as the Executive is able that any person his spouse, infant children and other connected with the Executive persons, within the meaning of section 252 of the Companies Act 2006 (Connected Person) Xxx 0000, shall not) deal or Back to Contents become or cease to be interested (within the meaning set out in Schedule 1 Companies Act 2006) in any securities of HSBCthe Company, except in accordance with HSBC’s the Company's code of conduct for securities transactions by directorsin HSBC Group Securities. 11.4 Subject to any regulations issued by HSBCthe Company, the Executive and any connected persons as defined in section 252 of the Companies Xxx 0000 ("Connected Person 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 Executive) by or on behalf of HSBC the Company or any Group Company and if he or any Connected Person (or any firm or company in which he is interested or any Connected Person is interestedPerson) shall obtain any such discount, rebate or commission the Executive shall account to HSBC the Company or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s 's interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 During the Employment, the Executive agrees that he will not not, in competition with HSBC the Company or any Group Company: 11.6.1 11.5.1 deal with, canvass, solicit or endeavour to take away from HSBC the Company or any Group Company, whether directly or indirectly 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 11.5.2 directly or indirectly induce, solicit or otherwise entice away from or endeavour to entice away from HSBC or any Group Company any individual employed or engaged by HSBC the Company or any Group Company, to terminate his or her employment or engagement with the Company or any Group Company; or 11.6.3 11.5.3 directly or indirectly make preparations to compete with any business carried on by HSBC the Company or any Group Company. 11.6.4 11.6 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC Company or any Group Company is or is planning to materially breach any of the provisions of their contract of employment or implied duties of loyalty, good faith and fidelity.

Restrictions during the Employment. 11.1 The Executive 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 Executive shall obtain the Chairman’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 Executive shall not (and shall procure so far as the Executive is able that any person connected with the Executive 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 HSBCthe Company, except in accordance with HSBCthe Company’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBCthe Company, the Executive 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 Executive) by or on behalf of HSBC 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 Executive shall account to HSBC the Company or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive agrees to disclose to the Board any matters relating to any Connected Person of which he is aware and which may, in the reasonable opinion of the Board, be considered to interfere, conflict or compete with the proper performance of the Executive’s obligations under this Agreement. 11.6 During the Employment, the Executive agrees that he will not in competition with HSBC the Company or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC the Company or any Group Company any individual employed or engaged by HSBC the Company or any Group Company; or 11.6.3 without prior notification to the Board, directly or indirectly make preparations to compete with any business carried on by HSBC the Company or any Group Company. 11.6.4 11.7 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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.

Restrictions during the Employment. 11.1 The Executive 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 pic 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. The Executive agrees to disclose to the Board (to the best of his knowledge, information and belief) any similar matters relating to his spouse or children under the age of 18. 11.2 The Executive shall obtain the Chairman’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 Executive shall not (and shall procure so far as the Executive is able that any person connected with the Executive 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 HSBC, except in accordance with HSBC’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBCthe Company, the Executive 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 Executive) by or on behalf of HSBC 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 Executive shall account to HSBC the Company or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 11.3 During the Employment, the Executive agrees that he will not in competition with HSBC the Company or any Group Company: 11.6.1 11.3.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 11.3.2 directly or indirectly solicit or entice away from or endeavour to entice away from HSBC the Company or any Group Company any individual employed or engaged by HSBC the Company or any Group Company; or 11.6.3 11.3.3 directly or indirectly make preparations to compete with any business carried on by HSBC the Company or any Group Company. 11.6.4 11.4 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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. 11.5 The Executive shall not, other than with the prior written approval of the Board make or issue any press, radio or television statement or publish or submit for publication any letter or article relating directly or indirectly to the business or affairs of the Company or any Group Company its or their officers, directors or employees or the Executive’s Employment or its termination.

Restrictions during the Employment. 11.1 The Executive 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 Executive shall obtain the Chairman’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 Executive shall not (and shall procure so far as the Executive is able that any person connected with the Executive 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 HSBCthe Company, except in accordance with HSBCthe Company’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBCthe Company, the Executive 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 Executive) by or on behalf of HSBC 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 Executive shall account to HSBC the Company or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 During the Employment, the Executive agrees that he will not in competition with HSBC the Company or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC the Company or any Group Company any individual employed or engaged by HSBC the Company or any Group Company; or 11.6.3 directly or indirectly make preparations to compete with any business carried on by HSBC the Company or any Group Company. 11.6.4 11.7 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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.

Restrictions during the Employment. 11.1 The Executive 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 on the London Stock Exchange plc or on The Stock Exchange of Hong Kong Limited or on any Recognised Investment Exchange or any Designated 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 Executive shall obtain the ChairmanBoard’s prior written approval (such approval not to be unreasonably withheld) before accepting appointment as a non-non- executive director of any company outside the GroupGroup as required in accordance with HSBC’s Policy on Directors’ other Directorships, from time to time in force. Approval is currently limited to one FTSE100 constituent company or other significant company in the UK or elsewhere. 11.3 The Executive shall not (and shall procure so far as the Executive is able that any person his spouse, infant children and other connected with the Executive persons, within the meaning of section 252 of the Companies Act 2006 (Connected Person) Xxx 0000, 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 HSBC, except in accordance with HSBC’s code of conduct for securities transactions by directorsin HSBC Group Securities. 11.4 Subject to any regulations issued by HSBC, the Executive and any connected persons as defined in section 252 of the Companies Xxx 0000 (“Connected Person 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 Executive) by or on behalf of HSBC or any Group Company and if he or any Connected Person (or any firm or company in which he is interested or any Connected Person is interestedPerson) shall obtain any such discount, rebate or commission the Executive shall account to HSBC or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 Executive’s obligations under this Agreement. 11.6 During the Employment, the Executive agrees that he will not not, in competition with HSBC or any Group Company:: Back to Contents 11.6.1 11.5.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 11.5.2 directly or indirectly induce, solicit or otherwise entice away from or endeavour to entice away from HSBC or any Group Company any individual employed or engaged by the Company, HSBC or any Group Company, to terminate his or her employment or engagement with the Company, HSBC or any Group Company; or 11.6.3 11.5.3 directly or indirectly make preparations to compete with any business carried on by the Company, HSBC or any Group Company. 11.6.4 11.6 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC or any Group Company is or is planning to materially breach any of the provisions of their contract of employment or implied duties of loyalty, good faith and fidelity.

Restrictions during the Employment. 11.1 The 12.1 During the Employment the Executive 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 activity that his/her Manager reasonably considers may be, or undertakingbecome, provided harmful to the interests of the Company or of any Group Company or that might reasonably be considered to interfere with the performance of the Executive’s duties under this Agreement. 12.2 Paragraph 12.1 shall not prohibit apply: (a) to the Executive holding (directly or through nominees) of investments listed on the Official List of London Stock Exchange plc or in respect of which dealing takes place on in 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 recognized stock exchange as long as he/she does not hold more than 5 3 per cent of the issued shares or other securities of any class of any one company shall be so held without company; or (b) to any act undertaken by the Executive with the prior sanction written consent of a resolution of the Boardhis/her Manager. 11.2 12.3 The Executive shall obtain the Chairman’s prior written approval comply with every rule of law (such approval including but 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 the insider dealing provisions contained in Part V of the Criminal Justice Act 1993), the UK Listing Authority’s listing rules’ Model Code for transactions in securities by directors of listed companies, certain employees and persons connected with them and every regulation of the Company for the time being in force in relation to dealings in shares or other significant company securities of the Company or any Group Company. Under Rule 6 of the Model Code, the person to whom notice should be given and from whom acknowledgement must be received before the Executive may deal in securities shall be the UK Company Secretary of the Company from time to time or elsewhere. 11.3 such other person as shall be notified to the Executive. The Executive shall not (and shall procure so far as also acknowledges that under the provisions of the Model Code the Executive is able that any person must seek to ensure compliance with the Model Code by persons connected with the Executive (within the meaning of section 252 346 of the Companies Act 2006 (Connected Person1985) 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 HSBCincluding, except in accordance with HSBC’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBCwithout limitation, the Executive Executive’s spouse and any Connected Person shall not be entitled to receive or obtain directly or indirectly any discountdependent children, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not and by investment managers acting on the Executive) ’s behalf or on behalf of connected persons. The Executive undertakes to procure that dealings by or on behalf of HSBC or any Group Company and if he or any Connected Person (or any firm or company such persons are in which he or any Connected Person is interested) shall obtain any such discount, rebate or commission the Executive shall account to HSBC or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 compliance with the proper performance of the Executive’s obligations under this AgreementModel Code. 11.6 During the Employment, the Executive agrees that he will not in competition with HSBC or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC or any Group Company any individual employed or engaged by HSBC or any Group Company; or 11.6.3 directly or indirectly make preparations to compete with any business carried on by HSBC or any Group Company. 11.6.4 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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.

Restrictions during the Employment. 11.1 The 14.1 During the Employment the Executive 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 activity which the Board reasonably considers may be, or undertakingbecome, provided that harmful to the interests of the Company or of any Group Company or which might reasonably be considered to interfere with the performance of the Executive’s duties under this Agreement. 14.2 Clause 14.1 shall not prohibit apply: (a) to the Executive holding (directly or through nominees) of investments listed on the Official List of London Stock Exchange plc or in respect of which dealing takes place on in 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 recognised stock exchange as long as she does not hold more than 5 3 per cent of the issued shares or other securities of any class of any one company shall be so held without company; or (b) to any act undertaken by the Executive with the prior sanction of a resolution written consent of the Board; or (c) to any interest permitted by clause 4.3. 11.2 14.3 The Executive shall obtain the Chairman’s prior written approval comply with every rule of law (such approval including but 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 the insider dealing provisions contained in Part V of the Criminal Justice Act 1993), the UK Listing Authority’s listing rules’ Model Code for transactions in securities by directors of listed companies, certain employees and persons connected with them and every regulation of the Company for the time being in force in relation to dealings in shares or other significant company securities of the Company or any Group Company. Under Rule 6 of the Model Code, the person to whom notice should be given and from whom acknowledgement must be received before the Executive may deal in securities shall be the UK Company Secretary of the Company from time to time or elsewhere. 11.3 such other person as shall be notified to the Executive. The Executive shall not (and shall procure so far as also acknowledges that under the provisions of the Model Code the Executive is able that any person must seek to ensure compliance with the Model Code by persons connected with the Executive (within the meaning of section 252 Companies Act 2006 (Connected Person) shall not) deal or become or cease to be interested (within of the meaning set out in Schedule 1 Companies Act 2006) in any securities of HSBCincluding, except in accordance with HSBC’s code for securities transactions by directors. 11.4 Subject to any regulations issued by HSBCwithout limitation, the Executive Executive’s spouse and any Connected Person shall not be entitled to receive or obtain directly or indirectly any discountdependent children, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not and by investment managers acting on the Executive) ’s behalf or on behalf of connected persons. The Executive undertakes to procure that dealings by or on behalf of HSBC or any Group Company and if he or any Connected Person (or any firm or company such persons are in which he or any Connected Person is interested) shall obtain any such discount, rebate or commission the Executive shall account to HSBC or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive’s or the Connected Person’s interest therein). 11.5 The Executive 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 compliance with the proper performance of the Executive’s obligations under this AgreementModel Code. 11.6 During the Employment, the Executive agrees that he will not in competition with HSBC or any Group Company: 11.6.1 deal with, canvass, solicit or endeavour to take away from HSBC 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 HSBC or any Group Company any individual employed or engaged by HSBC or any Group Company; or 11.6.3 directly or indirectly make preparations to compete with any business carried on by HSBC or any Group Company. 11.6.4 During the Employment the Executive shall inform the appropriate member of the Board without delay if he becomes aware that any director, officer, or senior employee of the Company, HSBC 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.