EX-10.27 4 exhibit1027-groupchieffina.htm EX-10.27
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EXHIBIT 10.27
Dated 6 DECEMBER 2023
CRH Group Services Limited
and
Denis James Mintern
_____________________________________________________
CHIEF FINANCIAL OFFICER SERVICE AGREEMENT
_____________________________________________________
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This Agreement is made on December 6, 2023 between
(1)CRH Group Services Limited incorporated in the Ireland whose registered office is at 42
Fitzwilliam Square, Dublin 2 (the “Company”); and
(2)Denis James Mintern of [*****] (the “Executive”).
This Agreement records the terms on which the Executive will serve the Group as its Chief
Financial Officer.
1.Interpretation
In this Agreement (and any schedules to it):
“Board” means the board of directors of CRH plc from time to time or anyone/any
person or committee nominated by the board of directors as its representative for the
purposes of this Agreement;
“Chief Executive” means Chief Executive of CRH plc for the time being;
“Employment” means the employment governed by this Agreement;
“Group” means the Company, any Associated Company and any undertakings which
are subsidiary undertakings or holding undertakings of any Associated Company, and
each undertaking which is a member of the Group shall be a “Group Company”;
“Person” means any individual person, firm, company, partnership, unincorporated
association, joint venture or other legal entity; and
“Termination Date” means the date on which the Employment terminates.
2.Commencement of Employment as Chief Financial Officer
1.The Employment of the Executive under this Agreement commenced on 1 June 2021
(the ‘Commencement Date”). The Employment will continue thereafter, unless and
until it is terminated or terminates in accordance with the provisions of this
Agreement. It is acknowledged that the Executive has previously been continuously
employed in different roles by the Group since April 2002.
3.Appointment and Duties of the Executive
1.The Executive will serve as Chief Financial Officer.
2.The Executive will:
(a)subject as provided for in clause 5.1, devote all of his working time, attention
and skill to the Employment;
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(b)carry out the duties customarily carried out by a Chief Financial Officer and
such duties as may be assigned to him by the Chief Executive or the Board;
(c)properly perform his duties and exercise his powers;
(d)accept any offices or directorships in/with Group Companies as reasonably
required by the Board;
(e)comply with all applicable rules and regulations issued by the Company from
time to time;
(f)obey the reasonable and lawful directions of the Chief Executive and the
Board; and
(g)use his best endeavours to promote the interests and reputation of every
Group Company.
3.The Executive accepts that the Company may require him to perform duties for any
other Group Company, for part of his working time. In performing those duties,
clause 3.2. (e) will apply as if references to the Company are to the appropriate Group
Company. The Company will remain responsible for the payments and benefits the
Executive is entitled to receive under this Agreement.
4.The Executive will keep the Chief Executive fully informed of the discharge of his
duties in a prompt and timely manner. The Executive will provide information to the
Chief Executive in writing if requested.
5.The Executive will promptly disclose to the Chief Executive full details of any
wrongdoing by any employee of any Group Company where he is aware of that
wrongdoing and where it is material to that relevant company or to the interests or
reputation of any Group Company.
6.Each year during the Employment, the Executive will, at the expense of the
Company, undergo a medical examination by a medical practitioner. If the Executive
becomes aware of any health issue which may impact on his ability to perform his
duties, he will immediately notify the Chief Executive thereof.
7.The Company shall be entitled to appoint an interim Chief Financial Officer and to
vest in that person the duties of Chief Financial Officer in any case where the
Executive is incapacitated or unable to perform his duties.
8.The Executive shall serve the Company as Chief Financial Officer or in any other
executive capacity as the Executive and the Company may agree from time to time.
4.Hours
1.The Executive will comply with the Company’s normal hours of work and will also
work any additional hours which may be reasonably necessary to perform his duties
to the satisfaction of the Chief Executive. The Executive will not receive any further
remuneration for any hours worked in addition to the normal working hours.
2.The Executive and the Company agree that, as the Executive is able to determine the
duration of his working time himself, Part 2 of the Organisation of Working Time Act
1997 shall not apply to his Employment under this Agreement.
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5.Interests of the Executive
1.The Executive’s current interests (including all directorships and any shareholdings in
companies other than CRH plc) at the date of this Agreement are set out in Schedule
1. The Executive will be permitted to carry out any such disclosed interests during the
course of the Employment and to be paid and retain fees therefor, subject to the
limitations set out in clauses 3.2.(a) and 5.2. Any additional business involvements
that may arise or be offered to the Executive outside of the CRH Group will be
disclosed to, and be subject to, the agreement of the Chief Executive. While the
Executive is a member of the CRH Board of Directors, if additional business
involvements are agreed by the Chief Executive, the approval of the CRH Board will
also be required prior to acceptance of any external Board positions.
2.Subject to the permitted investments set out in clause 5.3, during the Employment the
Executive will not be directly or indirectly engaged or concerned in the conduct of
any activity in any country in which the Company or any Group Company has
significant presence, which is similar to or competes with any activity carried on by
any Group Company (except as a representative of the Company or with the written
consent of the Board).
3.The Executive may not hold or be interested in investments which amount to more
than five per cent of the issued securities of any class of any one company which are
listed or quoted on any recognised Stock Exchange.
4.The Executive will (and will endeavour to procure that his spouse and dependent
children) comply with all rules of law, and rules or policies applicable to CRH plc
from time to time in relation to the holding or trading of securities in CRH plc.
6.Location
1.The Executive will work at the principal office of the Company (currently
Stonemasons Way, Rathfarnham, Dublin 16) where he will be expected to be based.
He will also be required to travel and work outside Ireland. The Company reserves
the right to transfer the Executive to another location within Ireland in accordance
with business requirements. In the event of such a transfer there will be no relocation
package offered, however depending upon the distance of the move, assistance may
be provided under the Relocation Policy in operation at the time.
7.Salary and Benefits
1.The Company will pay the Executive a basic salary of €891,182 per annum (less any
deductions which the Company is required by law to make). Salary will be paid
monthly in arrears and will accrue from day to day.
Salaries are reviewed annually by the CEO and Board Remuneration Committee;
such review not to result in a basic salary lower than the salary in the previous year
unless otherwise agreed with the Executive.
2.The basic salary referred to in clause 7.1 includes director’s fees from Group
Companies and
any other companies in which the Executive is required to accept a directorship under
the terms of this Employment. To achieve this:
(a)the Executive will repay any fees he receives to the Company; or
(b)his salary will be reduced by the amount of those fees; or
(c)a combination of the methods set out in clauses 7.2(a) and 7.2.(b) will be
applied.
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3.The Executive is entitled to 28 days’ paid holiday each calendar year of the Company
(in addition to other public holidays), to be taken at times to be agreed in advance
with the Chief Executive. Holiday entitlement will accrue on a pro-rated basis
(including two days on which the Company is closed (Good Friday and Christmas
Eve) where Christmas Eve falls between Monday and Friday). For part calendar
years, the Executive’s holiday entitlement for the year will be pro-rated to the length
of his service in that year. The Company may require the Executive to take any
accrued holiday during any notice period. If, on the Termination Date, the Executive
has exceeded his accrued holiday entitlement, the excess may be deducted from any
sums due to him.
4.If the Executive is absent from work due to sickness or injury which is caused by the
fault of another person, and as a consequence recovers from that person or another
person any sum representing compensation for loss of salary under this Agreement,
the Executive will repay to the Company any money it has paid to him as salary in
respect of the same period of absence.
5.The Executive will be eligible to receive an annual bonus of up to 200% of basic
annual salary, with a target of 100%, which will be tied to performance targets set
from time to time and to the achievement of agreed personal objectives. The bonus is
subject to a share deferral annually as may be determined by the Board Remuneration
Committee. Any bonus will be paid to the Executive less any deductions which the
Company is required by law to make and may be refundable in circumstances
determined by the company.
6.The Executive will be eligible to participate in the CRH 2014 Performance Share
Plan (or any successor or replacement plan approved by shareholders) up to 250% of
basic annual salary in accordance with the rules of that plan.
7.The Executive will receive a basic Car Allowance of €20,000 gross per annum (less
any deductions which the Company is required by law to make) payable monthly
together with the Executive’s normal salary payment.
8.Having already reached the Irish pension cap, the Executive will receive a taxable
pension cash adjustment calculated as 10% of annual base salary. This will be paid
monthly together with the Executive’s normal salary payment.
9.The Executive will be covered for a Death-in-Service Lump Sum Benefit of three
times gross basic annual salary subject to the terms of the insurance policy in place
from time to time.
10.The Executive will be covered by the Group’s Directors and Officers liability
insurance on the same basis as other members of the Board.
11.The Executive will be provided with cover under a medical scheme for his benefit
and for the benefit of his wife and dependent children, subject to the terms of the
relevant health insurance scheme from time to time. The Executive understands that
any claim he may have in respect of the Scheme will be against the insurer, not the
Group.
12.In the case of incapacity to attend work due to illness or injury, the Executive will be
paid sick pay consisting of full remuneration (other than in respect of bonus and other
incentive arrangements, for which the discretion of the Board Remuneration
Committee will remain) up to six months, less statutory sick pay and any other social
welfare benefits in any 12 month rolling period. As a condition of payment a medical
doctor must certify absence from work in excess of two days. Medical certificates
must be submitted to the Company on the third day of absence and weekly thereafter.
The Company reserves the right to refer the Executive for a medical examination, to
determine the state of his health, and/or physical or mental capability to carry out his
duties, at any time during his employment, and to receive a report thereon.
13.The Executive is eligible to receive long term disability cover of 2/3rd of gross annual
basic salary less the state disability pension (the “Disability Cover”). The Disability
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Cover is subject to the terms and conditions of the insurer’s policy in place from time
to time. The Executive is admitted to the Company’s insured scheme as at the date of
execution of this agreement. If the maximum benefit payable is lower than the
Disability Cover then the Company shall pay the Executive the difference between
the amount received and the Disability Cover for the duration of the insured claim
provided always that the Executive is not receiving in excess of the Disability Cover
at any time. In the event that the Company does not have a Disability Cover policy in
place with an insurance provider, the Company shall operate a Disability Cover
Scheme pursuant to which the Executive will be eligible to receive Disability Cover,
subject to the relevant terms and conditions of the Company’s scheme.
14.The Company will reimburse the Executive’s annual subscription fee to a
professional institution relevant to his role in the Company (the Company to
determine at its sole discretion whether membership of a professional institution is
relevant). Full membership details and receipt will be required.
8.Shareholding Requirements
1.In accordance with the remuneration policies applied by the Board Remuneration
Committee from time to time, the Executive shall be required to maintain certain
shareholding requirements, which may include a required ownership percentage for
the duration of his employment and a minimum post-employment required ownership
percentage of common stock in CRH Plc. The terms of these shareholding
requirements shall be determined from time to time by the Board Remuneration
Committee and communicated to the Executive accordingly.
2.The Board Remuneration Committee of CRH plc shall be responsible for the
administration of the requirements contained in this clause 8 and shall determine the
appropriate means of enforcing its provisions which may include the withholding of
shares by CRH plc or considering the Executive in breach of his obligations under
this agreement. Should the Executive breach this requirements of this Agreement as a
result of an unexpected and precipitous decrease in the CRH share price, the
Executive shall remedy the breach as soon as reasonably possible. The Board
Remuneration Committee shall have the discretion to determine, in consultation with
the Executive, a reasonable time period in which the Executive must remedy the said
breach.
9.Expenses
1.The Company will refund to the Executive all reasonable expenses properly incurred
by him in performing his duties under this Agreement, provided that these are
incurred in accordance with Company expenses policy from time to time. The
Company will require the Executive to produce receipts or other supporting
documents as proof that he has incurred any expenses he claims.
2.If the Executive is provided with a credit or charge card by the Company, this must
only be used for expenses which he incurs in performing the duties of the
Employment.
10.Confidentiality
1.Without prejudice to the common law duties which he owes to the Group, the
Executive agrees that he will not, except in the proper performance of his duties,
copy, use or disclose to any person any of the Group’s trade secrets, or confidential
information. This restriction will continue to apply after the termination of the
Employment without limit in time but will not apply to trade secrets or confidential
information which become public other than through unauthorised disclosure by the
Executive. The Executive will use his best endeavours to prevent the unauthorised
copying use or disclosure of such information. Notwithstanding anything to the
contrary in this Agreement or otherwise, nothing shall limit the Executive’s rights
under applicable law to provide truthful information to any governmental entity or to
file a charge with or participate in an investigation conducted by any governmental
entity. Nothing in this Agreement shall be read as requiring the Executive to waive
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any right the Executive may have to receive an award for information provided to any
governmental entity.
2.For the purposes of this Agreement, trade secrets and confidential information include
but will not be limited to technical information, intellectual property, business and
marketing plans, strategies, customer information, software, other information
concerning the products, promotions, development, financing, expansion plans,
business policies and practices of the Group and other forms of information
considered by the Group to be confidential and in the nature of trade secrets
(including, without limitation, ideas, research and development, know-how, formulas,
technical data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information and business and marketing plans and proposals) and any other
information in whatever form (written, oral, visual and electronic) concerning the
confidential affairs of the Group. In the course of the Employment the Executive is
likely to obtain trade secrets and confidential information belonging or relating to
other Group Companies and other persons. He will treat such information as if it falls
within the terms of clause 10.1 and clause 10.1 will apply with any necessary
amendments to such information. If requested to do so by the Group, the Executive
will enter into an agreement with other Group Companies and any other persons in
the same terms as clause 10.1 with any amendments necessary to give effect to this
provision.
11.Intellectual Property Rights
1.For the purposes of this clause, “Intellectual Property” means patents, trade marks,
service marks, registered designs (including applications for and rights to apply for
any of them), inventions, unregistered design rights, logos, trade or business names,
copyrights, database rights, confidential information, knowhow and any similar rights
in any country.
2.The Executive acknowledges that (i) it is part of his normal duties to develop the
products and services of the Group; and (ii) because of the nature of his position he
has a special obligation to further the interests of the Group. All Intellectual Property
which the Executive develops or produces in the course of his Employment duties, or
outside such duties but relating to the business of the Group, will be owned by the
Company to the fullest extent permitted by law. The Executive agrees, at the
Company’s expense, to sign all documents and carry out all such acts as will be
necessary to vest such Intellectual Property in the Company, and to obtain protection
and enforce the Company’s rights anywhere in the world. The Executive also hereby
waives all moral rights in all Intellectual Property which is owned by the Company,
or will be owned by the Company, further to this clause. The Executive will not copy,
disclose or make use of any Intellectual Property belonging to the Company (whether
or not subject to this clause) except to the extent necessary for the proper performance
of his duties. Rights and obligations under this clause will continue after the
termination of this Agreement in respect of all Intellectual Property arising during the
Employment.
12.Termination and Suspension
1.The Employment will continue until terminated by either party giving written notice
at any time as set out in clause 12.2.
2.Each of the Company and the Executive may terminate the Employment by giving to
the other not less than twelve months’ written notice.
3.Notwithstanding the other provisions of this Agreement and in particular clause 12.2,
and unless otherwise agreed between the parties, the Employment will automatically
terminate on the Executive’s 65 th birthday.
4.The Company may at its sole and absolute discretion pay a sum equal to the
Executive’s full remuneration (other than in respect of bonus, performance share plan
and other incentive arrangements, for which the discretion of the Board Remuneration
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Committee will remain) in lieu of any unexpired period of notice (less any deductions
the Company is required by law to make).
5.Notwithstanding the other provisions of the Agreement, the Company may terminate
the Employment by giving written notice to take immediate effect if the Executive
does not perform the duties of the Employment for a period of 120 consecutive days
or 180 days (whether or not consecutive) in any period of 365 days because of
sickness, injury or other incapacity. Notice can be given whilst the Executive
continues not to perform his duties or on expiry of the 120 or 180 day period. In this
clause, ‘days’ includes Saturdays, Sundays and public holidays. The Employment
will not be terminated under this clause 12.5 if to do so would operate to deprive the
Executive of benefits in payment under any permanent health insurance policy
provided by the Company.
6.Notwithstanding the other provisions of the Agreement, the Company may terminate
the Employment by giving written notice to take immediate effect if the Executive:
(a)commits any serious or persistent breach of his material obligations under
this Agreement; or
(b)is guilty of any gross misconduct which is materially injurious or causes
financial or reputational harm to any Group Company; or
(c)is guilty of dishonesty or is convicted of an offence (other than a motoring
offence which does not result in imprisonment) whether in connection with
the Employment or otherwise; or
(d)commits (or is reasonably believed by the Board to have committed) a
material breach of any relevant legislation in force which may affect or relate
to the business of any Group Company; or
(e)becomes of unsound mind, is bankrupted or has a receiving order made
against him or makes any general composition with his creditors or takes
advantage of any statute affording relief for insolvent debtors; or
(f)becomes disqualified from being a director of a company or if the
Executive’s directorship of the Company terminates without the consent or
concurrence of the Company.
7.Where the Company terminates the Employment by giving written notice to take
immediate effect in accordance with clause 12.6, for the avoidance of doubt there is
no obligation to give notice as set out in clause 12.2 or any other period of notice or
to make any payment in lieu of notice.
8.When the Employment terminates, the Company may deduct from any money due to
the Executive (including remuneration) any amount which he owes to any Group
Company.
9.The Board may suspend the Executive from the Employment on full remuneration
(other than in respect of bonus, performance share plan and other incentive
arrangements for which the discretion of the Remuneration Committee will remain) at
any time and for any reason to investigate any matter in which the Executive appears
to be involved (whether directly or indirectly) and to conduct any related disciplinary
proceedings.
13.Garden Leave
1.At any time after notice to terminate the Employment is given by either party under
clause 12 above, or if the Executive resigns without giving due notice and the
Company does not accept his resignation, the Company may, at its absolute
discretion, require the Executive to take a period of absence, called garden leave, for
some or all of the remaining period of notice pursuant to clause 12, which for the
avoidance of doubt could be for a maximum period of 12 months (pursuant to clause
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12.2) (the “Garden Leave Period”). The provisions of this clause shall apply to any
Garden Leave Period. During the Garden Leave Period, the Executive will be entitled
to receive full remuneration (other than in respect of bonus and other incentive
arrangements for which the discretion of the Board Remuneration Committee will
remain) in accordance with the terms of this Agreement, any unused holiday accrued
at the commencement of the Garden Leave Period and any holiday accrued during
any such period will be deemed to be taken by the Executive during the Garden
Leave Period. At the end of the Garden Leave Period, the Company may, at its sole
and absolute discretion, pay the Executive full remuneration (other than in respect of
bonus, performance share plan and other incentive arrangements for which the
discretion of the Board Remuneration Committee will remain) in lieu of the balance
of any period of notice given by the Company or the Executive (less any deductions
the Company is required by law to make).
2.The Company may require that the Executive will not, without prior written consent
of the Board or as otherwise permitted pursuant to clause 5 above, be employed or
otherwise engaged in the conduct of any activity, whether or not of a business nature,
during the Garden Leave Period and further, if so requested by the Company, the
Executive will not:
(a)enter or attend the premises of the Company or any other Group Company; or
(b)contact or have any communication with any customer or client of the
Company or any other Group Company in relation to the business of the
Company or any other Group Company (other than purely social contact); or
(c)contact or have any communication with any employee, officer, director,
agent or consultant of the Company or any other Group Company in relation
to the business of the Company or any other Group Company (other than
purely social contact); or
(d)remain or become involved in any aspect of the business of the Company or
any other Group Company except as required by such companies.
3.During the Garden Leave Period, the Company may require the Executive:
(a)to comply with the provisions of clause 16; and
(b)to immediately resign from any directorship, trusteeships or other offices
which he holds in the Company, any other Group Company or any other
company where such directorship or other office is held as a consequence or
requirement of the Employment, unless he is required to perform duties to
which any such directorship, trusteeship or other office relates in which case
he may retain such directorships, trusteeship or other offices while those
duties are ongoing. The Executive hereby irrevocably appoints the Company
to be his attorney to execute any instrument and do anything in his name and
on his behalf to effect his resignation if he fails to do so in accordance with
this clause 13.3.(b).
4.During the Garden Leave Period:
(a)the Executive shall provide such assistance as the Company or any Group
Company may require to effect an orderly handover of his responsibilities to
any individual or individuals appointed by the Company or any Group
Company to take over his role or responsibilities;
(b)the Executive shall make himself available to deal with requests for
information, provide assistance, be available for meetings and to advise on
matters relating to work (unless the Company has agreed that the Executive
may be unavailable for a period); and
(c)the Company may appoint another person to carry out his duties in
substitution for the Executive.
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5.All duties of the Employment (whether express or implied), including without
limitation the Executive’s duties of fidelity, good faith and exclusive service, shall
continue throughout the Garden Leave Period save as expressly varied by this clause
13. The Executive agrees that the exercise by the Company of its rights pursuant to
this clause 13 shall not entitle the Executive to claim that he has been constructively
dismissed provided that the Company complies with its obligations under this
Agreement.
14.Restrictions after Termination of Employment
1.In this clause:
“Capacity” means as agent, consultant, director, employee, owner, partner,
shareholder or in any other capacity
“Prohibited Area” means any country in which the Company or any Group
Company has a significant presence at the Relevant Date;
“Restricted Business” means those parts of the business of any Group Company with
which the Executive (and/or persons reporting to the Executive) were involved to a
material extent in the twelve months prior the date of commencement of Garden
Leave or the Termination Date whichever is the earlier;
“Restricted Customer” means any firm, company or person who, during the twelve
months immediately prior to the date of commencement of Garden Leave or the
Termination Date whichever is the earlier date, was a customer of or in the habit of
dealing with any Group Company or with whom any Group Company was in the
process of negotiating in relation to the business of any such Group Company and in
each case with whom you (and/or persons reporting to you) had contact or about
whom you became aware or informed in the course of your employment;
“Restricted Person” means anyone employed or engaged by any Group Company
who could materially damage the interests of the relevant Group Company if that
person were to be involved in any Capacity in any business concern which competes
with any Restricted Business, and with whom the Executive (and/or persons reporting
to the Excutive) dealt in the twelve months immediately prior to the date of
commencement of Garden Leave or the Termination Date whichever is the earlier;
“Relevant Date” means the Termination Date or, if earlier, the date on which the
Executive commences any Garden Leave Period; and
“Restricted Period” means the period of
(a)nine months for the purpose of clause 14.2(a)and
(b)twelve months for any other purpose;
in either case less any Garden Leave Period, commencing on the Relevant Date, save
that in the event the Restricted Period less any Garden Leave Period would result in
no period of time or a negative period of time, then for the purposes of this clause 14
there will be deemed to be no further Restricted Period.
2.The Executive is likely to obtain trade secrets and confidential information and
personal knowledge of and influence over customers and employees of the Group
during the course of the Employment. To protect these interests, the Executive
covenants with the Company (for itself and as a trustee and agent for each Group
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Company) that the Executive will not, without the prior written consent of the Chair,
during the Restricted Period:
(a)in the course of any business concern which is in competition with any
Restricted Business, offer to employ or engage or otherwise endeavour to
entice away from any Group Company any Restricted Person; and/or
(b)be involved with the provision of goods or services to (or otherwise have any
business dealings with) any Restricted Customer in the course of any
business concern which is in competition with any Restricted Business; and/
or
(c)in any Capacity within any country in which the Group operates, carry on or
be engaged, concerned or interested in or provide advice to any business
concern which is (or intends to be) in competition with any Restricted
Business.
3.Each of the paragraphs contained in clause 14.2 constitutes an entirely separate and
independent covenant. If any covenant is found to be invalid this will not affect the
validity or enforceability of any of the other covenants.
4.Following the Termination Date, the Executive will not represent himself as being in
any way connected with the businesses of the Company or of any other Group
Company (except to the extent agreed by such a company) and neither shall the
Executive disparage the Company or its directors, officers, employees or agents.
5.Any benefit given or deemed to be given by the Executive to any Group Company
under the terms of clause 14 is received and held on trust by the Company for the
relevant Group Company. The Executive will enter into appropriate restrictive
covenants directly with other Group Companies if asked to do so by the Company.
6.The Executive agrees that that if in the course of his employment or thereafter during
the continuance in force of the restrictions set out in this clause 9, the Executive
receives an offer of employment from any Person, the Executive will immediately
provide that person with a complete and accurate copy of this Agreement.
15.Return of Company Property
1.Any time during the Employment (at the request of the Company) and in any event
when the Employment terminates, the Executive will immediately return to the
Company:
(a)all documents and other materials (whether originals or copies) made or
compiled by or delivered to the Executive during the Employment and
concerning all the Group Companies. The Executive will not retain any
copies of any materials or other information; and
(b)all other property belonging or relating to any of the Group Companies.
2.If the Executive commences Garden Leave in accordance with clause 13, he may be
required to comply with the provisions of clause 15.1.
16.Directorships
1.The Executive’s office as a director of the Company or any other Group Company is
subject to the Constitution of the relevant company (as amended from time to time),
If the provisions of this Agreement conflict with the provisions of the Constitution
then the Constitution will prevail.
2.The Executive must resign from any office held in any Group Company if he is asked
to do so by the Company on the termination of the Employment.
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3.If the Executive does not resign as an officer of a Group Company, having been
requested to do so in accordance with clause 16.2, the Company will be appointed as
his attorney to effect the resignation. By entering into this Agreement, the Executive
irrevocably appoints the Company as his attorney to act on his behalf to execute any
document or do anything in his name necessary to effect his resignation in accordance
with clause 16.2. If there is any doubt as to whether such a document (or other thing)
has been carried out within the authority conferred by this clause 16.3, a certificate in
writing (signed by any director or the secretary of the Company) will be sufficient to
prove that the act of thing falls within that authority.
4.During the Employment, the Executive will not do anything which could cause him to
be disqualified from continuing to act as a director of any Group Company.
17.Notices
1.Any notices given under this Agreement must be given by letter or email. Notice to
the Company must be addressed to the Chairman at the Company’s registered office
at the time the notice is given. Notice to the Executive must be given to him
personally or sent to his last known address.
2.Except for notices given by hand, notices given by post will be deemed to have been
given on the next working day after the day of posting and notices given by email will
be deemed to have been given in the ordinary course of transmission.
18.Data Protection
1.The Company holds personal information about you which is subject to the General
Data Protection Regulation (GDPR) and the Data Protection Acts 1988-2018. By
signing this Agreement you accept that the Company will process personal
information about you where it is necessary to do so in the normal course of the
employer/employee relationship and/or in the course of the legitimate business
interests pursued by the Company. In doing so, the Company may from time to time
require that the personal information is transferred within the Group both inside and
outside the European Union and also to third party service providers as necessary to
administer your employment (e.g. benefit providers) and as necessary for the
Company’s legitimate business interests (e.g. its professional advisers).
2.Your data will be retained for the duration of your employment plus an additional
period (typically 7 years but possibly longer) to address the relevant retention and
limitation periods determined by law. The Company will process your personal
information in accordance with data protection laws and you can consult the
Company’s Data Protection Policy (as may be amended from time to time) for details
about how to exercise rights in respect of data. The Company’s Data Protection
Policy provides detailed information on the processing of personal data. The
Company will ensure that your information is accurate, kept up to date and not kept
for longer than is necessary and you agree to let the Company know of any material
change in such personal data (e.g. next of kin for emergency contact purposes). The
Company will also take measures to safeguard your data against unauthorised or
unlawful processing and accidental loss or destruction or damage to the data and the
Company relies on you as an employee to comply with all applicable workplace
policies governing the use of Company facilities and the use and disclosure of data.
3.The Company reserves the right to monitor your use of Group facilities in exceptional
cases where the Company believes it is necessary to ensure compliance with
acceptable usage and other applicable policies therefore you should not assume that
workplace email communications are private. You are advised that where appropriate
and available, evidence such as CCTV footage, web-logs, etc. will be used by the
Company in the context of internal investigations and/or disciplinary proceedings.
19.Miscellaneous
13
1.This Agreement may be entered into in any number of counterparts, all of which
taken together shall constitute one and the same instrument. Any party may enter into
this Agreement by executing any such counterpart.
2.This Agreement may only be modified by the written agreement of the parties.
3.The Executive cannot assign this Agreement to anyone else.
4.References in this Agreement to rules, regulations, policies, handbooks or other
similar documents which supplement it or are referred to in it are references to the
versions or forms of the relevant documents as amended or updated from time to
time.
5.This Agreement supersedes any previous written or oral agreement between the
parties in relation to the matters dealt within it. It contains the whole agreement
between the parties relating to the Employment at the date the agreement was entered
into (except for those terms implied by law which cannot be excluded by the
agreement of the parties). The Executive acknowledges that he has not been induced
to enter into this Agreement by any representation, warranty or undertaking not
expressly incorporated into it. The Executive agrees and acknowledges that his only
rights and remedies in relation to any representation, warranty or undertaking made or
given in connection with this Agreement (unless such representation, warranty or
undertaking was made fraudulently) will be for breach of the terms of this
Agreement, to the exclusion of all other rights and remedies. By signing the
Agreement, the Executive acknowledges that he does so with full understanding of its
meaning and effect and with the benefit of independent legal advice.
6.Neither party’s rights or powers under this agreement will be affected if:
(a)one party delays in enforcing any provision of this Agreement; or
(b)one party grants time to the other party.
7.References to any statutory provisions include any modifications or re-enactments of
those provisions.
8.Headings will be ignored in construing this Agreement.
9.If either party agrees to waive his rights under a provision of this Agreement, that
waiver will only be effective if it is in writing and it is signed by him. A party’s
agreement to waive any breach of any term or condition of this Agreement will not be
regarded as a waiver of any subsequent breach of the same term or condition or a
different term or condition.
10.The Executive acknowledges and agrees that any compensation payable pursuant to
or contemplated by this Agreement shall be subject to reduction, cancellation,
forfeiture or recoupment in accordance with the terms of any Company Clawback
policy approved by the CRH Board or any delegated Committee in effect from time
to time or applicable law.
11.The Executive will at all times comply with the Rules of any Exchange in which
CRH pic is listed and any corporate governance rules and standards affecting CRH
plc.
12.This Agreement is governed by and will be interpreted in accordance with the laws of
Ireland. Each of the parties submits to the jurisdiction of the courts of Ireland as
regards any claim or matter arising under this agreement.
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PRESENT when the Common Seal of
CRH Group Services Limited was affixed hereto
/s/ Albert Manifold
Albert Manifold, Chief Executive Officer
/s/ Richie Boucher
Richie Boucher, Chairman
SIGNED by
/s/ Denis James Mintern
Denis James Mintern
WITNESSED by
Witness’s signature[*****]
Name Address[*****]
Occupation [*****]
Date[*****]
15
Schedule 1
INTERESTS OF EXECUTIVE
[Intentionally Omitted]