Employment Agreement by and between CRH Americas, Inc. and Nathan Creech, dated January 1, 2021

EX-10.30 7 exhibit1030-employmentagre.htm EX-10.30 Exhibit 10.30 - Employment Agreement (N. Creech)

EXHIBIT 10.30

THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is entered into,

effective as of January 1, 2021 (“Effective Date”), by and between CRH AMERICAS, INC. (the

“Company”) and NATHAN CREECH (the “Executive”). NOW, THEREFORE, in consideration of

material advancement and the mutual agreements set forth below, the adequacy of which are hereby

acknowledged, the parties agree as follows:

1.Employment. The Executive commenced his employment with the Company on May 16,

2011. The Company hereby agrees to continue to employ the Executive, and the Executive

hereby accepts to continue his employment with the Company, upon the terms and conditions

set forth herein. The Executive’s employment shall continue to be “at-will,” except as

otherwise provided in Section 4 below. The Executive shall be employed by the Company as

President Building Products. This is a full-time exempt position. The Executive may also

serve as one of the Company’s board members or as an officer or director of any affiliate of

the Company. The Executive’s normal places of work and duties shall be at the Company’s

subsidiary’s offices located in Texas. In addition, the Executive may be required to travel

both within the United States and abroad.

2.Duties. The services performed by the Executive shall be subject to the terms and conditions

set forth in this Agreement, and the Company’s policies, rules and practices generally

applicable to its employees at the executive level, as established from time to time by the

Company. Such duties shall be performed to the reasonable satisfaction of the Company and

shall be rendered at such places as the interests, needs, business, and opportunities of the

Company require or make advisable, with the exception that any permanent relocation of

Executive from the normal place of work and duties stated in Section 1 shall require

Executive’s prior written consent. The Executive acknowledges that the employment

described herein is full-time employment, and the Executive agrees that he shall diligently

and conscientiously devote his exclusive service, attention, energies, talents, and best efforts

in discharging his duties. The Executive shall devote all time necessary to meet or exceed the

Company’s business goals and objectives. The Executive will disclose promptly in writing to

the Chief Executive of CRH, plc all directorships, partnerships, and any shareholdings in

companies other than a company from the Group, as defined below, in excess of one percent

(1%) of the outstanding shares of capital stock of any company which is traded on a

nationally recognized stock exchange. 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 Section 8(e).

3.Compensation.

(a)Base Salary. The Company shall pay to the Executive a fixed annual salary (the

“Base Salary”) of USD$900,000, less applicable taxes, withholdings and authorized

deductions. The Base Salary shall be due and payable in equal semi-monthly

installments or in such other installments as may be necessary to comport with the

Company’s normal pay periods (“Installments”). The Base Salary will be reviewed

annually, such review not to result in a basic salary lower than the salary in the

previous year unless otherwise agreed with the Executive.

(b)Performance Bonus. The Executive will be eligible to receive an annual discretionary

bonus with a target of 87.5% of the Base Salary (the “Target Bonus”), a minimum of

0% of Base Salary and up to a maximum of 175% of the Base Salary. Said bonus will

be tied to performance targets set from time to time for both the Company and its

affiliates and for the Executive. Any bonus will be paid to the Executive less any

deductions required by law or Company practice. Except in the case of a Termination

for Cause under Section 4(c), the Executive’s eligibility under this clause to receive

an annual discretionary performance bonus in respect of a particular calendar year

shall not be adversely impacted (whether as to payment or calculation) if the

Executive ceases employment with the Company between the beginning of the

following calendar year and the usual payout date in respect of any such bonus.

In addition to the foregoing, as to any such bonus received by the Executive during the time

the Executive is a GLT member, 25% of such bonus will be delivered in restricted shares of common

stock of CRH, plc which will vest three (3) years after the date of grant of such shares. Such grant

shall be subject to the terms of any plan sponsored by the Company, or by any Company parent or

affiliate, which governs restricted stock grants, as well as any applicable grant agreement, including

but not limited to the CRH plc 2014 Deferred Share Bonus Plan, which may be modified from time

to time.

(c)Benefits. The Executive shall continue to be entitled to participate in the standard

Company benefit package, which may be modified by the Company from time to

time, subject to plan requirements and contribution by the Executive toward the cost

of such insurance coverage as similarly required from other employees. During the

Executive’s employment, the Executive will be entitled to such vacation allotment as

has been dictated by past practice for similarly situated employees, subject to the

terms of the Company’s normal vacation policy. The Executive will continue to

receive an auto allowance in the same amount as may be allocated to similarly

situated employees on the same terms that apply to the receipt of this benefit as of the

date of execution of this Agreement. The Executive will be entitled to participate in

the following Plans/Programs:

(i)CRH Performance Share Plan 2014,

(ii)CRH Americas Supplemental Executive Retirement Plan (SERP),

(iii)Executive Life Insurance Program,

(iv)CRH Americas 401k Plan,

(v)CRH Americas Medical Plan,

(vi)Executive Long and Short Term Disability Plans, and

(vii)any other plans or programs outlined in the Corporate Group Handbook

applicable to the Executive. Participation in any plan is at all times subject to

the rules and requirements of that Plan. The Company and its affiliates reserve

the right to amend or modify in their entirety any of the above-mentioned

benefit programs.

(d)Expenses. The Executive shall be entitled to reimbursement for reasonable and

necessary out-of-pocket business, entertainment, and travel expenses incurred by the

Executive in connection with the performance of the Executive’s duties, in

accordance with the reimbursement policies adopted by the Company from time-to-

time.

(e)Withholding Taxes. Taxes, applicable withholding and authorized or required

deductions will be deducted from all payments to Executive.

(f)Shareholding Requirements.

The Executive, at any point during which he is a GLT member, shall be required, within

five (5) years of the date Executive initially becomes a GLT member, or the Effective Date of this

Agreement, whichever is later, and for the duration of the time which Executive remains a GLT

member, to own common stock in CRH plc which is valued at 150% of the Executive’s Base Salary

on the Effective Date of this Agreement (the “Required Ownership Percentage”). Furthermore, if the

Executive’s Base Salary subsequently increases, the Executive shall be required to own common

stock in CRH plc equal to 150% of any such increased amount within five (5) years of the effective

date of the increase. The stock which shall be counted in measuring achievement of this requirement

shall include the following:

(i)shares owned outright or beneficially by the Executive (or his or her spouse

and other immediate family members who are dependents);

(i)shares which the Executive does not hold but which (a) have vested and are

being beneficially held for Executive under the Company’s Performance

Share Plan or an annual bonus plan, or (b) have not vested and are held in the

Executive’s name under a Company annual bonus plan, or any other restricted

share plan other than the Performance Share Plan in existence from time to

time; provided, however, in either case these shares shall be counted on a net-

of-taxes basis, which is determined in accordance with the Group’s tax

policies.

Annually, all shares held by the Executive or otherwise counted as being includable in

meeting the Required Ownership Percentage, shall, each December 31, be reported by the Executive

and valued by the Company for the purpose of assessing progress and achievement of the Required

Ownership Percentage, and the value shall be the higher of (i) the prevailing US Dollar equivalent of

the share price on the London Stock Exchange on such December 31 or (ii) the prevailing US Dollar

equivalent of the share price on the London Stock Exchange on the date of purchase or vesting, as

the case may be.

The Remuneration Committee of CRH plc shall be responsible for the administration of this

policy 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 Employment Agreement. Should the Executive breach this requirement of the Employment

Agreement as a result of an unexpected and precipitous decrease in CRH share price, the Executive

shall remedy the breach as soon as reasonably possible. The Remuneration Committee shall have the

discretion to determine, in consultation with the Executive, a reasonable time period in which the

Executive must remedy said breach.

4.Termination and Notice. This Employment Agreement and the Executive’s employment

may be terminated as follows:

(a)Resignation by the Executive.

(i)Notice: The Executive shall provide the Company with six months of prior

notice (“Executive Prior Notice Period”) before ending his employment with

the Company. During this notice period, the Company may place Executive

on Garden Leave, as defined in Section 5 below. The Company may, at its

sole discretion and at any time during the Executive Prior Notice period,

waive the remainder of the unexpired notice period (and any period of Garden

Leave that may be remaining if applicable), and, in that case, the Company

may, at its sole discretion, pay Executive an amount equal to his Base Salary

for the remainder of the applicable Executive Prior Notice Period (a

“Company Notice Buyout”) in exchange for Executive signing and not

revoking a Separation Agreement, as defined below. Whether or not

Executive remains employed for the full Executive Prior Notice Period,

Executive shall be entitled to receive the following upon termination of

employment:

1.Payout of any accrued but unused vacation time, and

2.Reimbursement for unreimbursed business expenses properly accrued

by the Executive, which shall be subject to and paid in accordance

with the Company’s expense reimbursement policy.

(ii)Bonus Payment: Whether or not Executive remains employed for the full

Executive Prior Notice Period, Executive shall receive a pro-rated Target

Bonus, as determined by the Company, which payment shall be made in a

lump sum at the time performance bonuses are regularly paid to similarly

situated employees of the Company. Such pro-rated Target Bonus shall be

determined as a percentage of the calendar year that the Executive was

employed by Company or would have been employed by Company if he had

been employed until the end of the Executive Prior Notice Period. For the

avoidance of doubt, regardless of the date of notice, in no case shall the

Executive receive both a pro-rated Target Bonus under this Section and a

discretionary performance bonus under 2(b) for the same overlapping time

period.

(iii)Severance Payment: If Executive resigns in compliance with this Section 4(a),

upon termination of employment the Company shall provide Executive a

Severance Payment as defined and under the terms and conditions below:

1.Fifty-two (52) weeks of pay at Executive’s Base Salary in effect as of

the date of termination, less the number of weeks Executive was

placed on Garden Leave and/or less the amount of weeks Executive

was paid as a Company Notice Buyout, plus

2.A pro-rated Target Bonus determined by the number of weeks of

severance pay received by the Executive as a percentage of the

applicable calendar bonus year, plus

3.A lump sum amount equal to the cost of Executive’s Consolidated

Omnibus Budget Reconciliation Act (“COBRA”) health insurance

premium for the same number of weeks as described in 4(a)(iii)(A)

(the “COBRA Payment”). The COBRA Payment shall be grossed up

to account for taxes.

4.The payments in (iii)(A), (iii)(B) and (iii)(C) shall collectively be

referred to herein as the “Severance Payment”.

5.For the avoidance of doubt, in no case shall the total amount received

during Garden Leave, as a Company Notice Buyout, and/or as

Severance Payment ever in the aggregate equate to greater than fifty-

two weeks of pay at the Executive’s Base Salary in effect as of the

date of termination, plus his Target Bonus for the applicable period,

plus the COBRA Payment.

6.Any payment to Executive under this section 4, including but not

limited to the Company Notice Buyout, the Severance Payment and/or

the pro-rated Target Bonus, is conditioned upon Executive signing and

not revoking a Separation Agreement, in the form typically used by the

Company, releasing all claims against the Company and agreeing not

to contest the continuing effect and enforceability of the Restrictive

Covenants (the “Separation Agreement”). The Separation Agreement

shall be substantially in the form of the template attached hereto as

Exhibit B, with appropriate modifications and updates as determined

by the Company.

7.Subject to all other terms of this Agreement, the Severance Payment

and, where applicable, the Company Notice Buyout payment shall be

paid in substantially equal monthly installments, the first of which

would occur within 15 days after the effective execution date of the

Separation Agreement and the last of which would occur no later than

365 days after the effective execution date of the Separation

Agreement.

8.At the time of his resignation, should the Executive be the subject of

an ongoing internal or external investigation into any conduct by

Executive which would constitute Cause (as defined below), then these

Sections 4(a)(ii) and 4(a)(iii) shall be temporarily null and void,

Company may postpone a final decision on Executive’s resignation

under this Section until conclusion of the investigation, and Executive

shall be entitled to no Bonus Payment or Severance Payment of any

kind until the investigation is resolved, which conclusion shall be

made with reasonable timeliness. At conclusion of the investigation,

should Company find Cause to terminate Executive, Executive’s

resignation shall be treated as a Termination for Cause as described

below. Should the investigation fail to conclude that there was Cause

to terminate the Executive, Executive shall be entitled to payout of the

benefits described in this Section 4(a).

(b)Without Cause by Company. The Company may terminate the Executive’s

employment without Cause (as defined below) subject to the following requirements:

(i)Notice: The Company shall provide the Executive with six months of prior

notice (“Company Prior Notice Period”). The Company may, at its sole

discretion, and at any time during the Company Prior Notice Period, place the

Executive on Garden Leave, and/or, in lieu of placing the Executive on

Garden Leave, pay the Executive an amount equal to his Base Salary for the

remainder of the Company Prior Notice Period (provide a “Company Notice

Buyout”). Whether or not Executive remains employed for the full Company

Prior Notice Period, Executive shall be entitled to receive the following upon

termination of employment:

1.Payout of any accrued but unused vacation time, and

2.Reimbursement for unreimbursed business expenses properly accrued

by the Executive, which shall be subject to and paid in accordance

with the Company’s expense reimbursement policy.

(ii)Bonus Payment: Whether or not Executive remains employed for the full

Company Prior Notice Period, Executive shall receive a pro-rated Target

Bonus, as determined by the Company, which payment shall be made in a

lump sum at the time performance bonuses are regularly paid to similarly

situated employees of the Company. Such pro-rated Target Bonus shall be

determined as a percentage of the calendar year that the Executive was

employed by the Company or would have been employed by the Company if

he had been employed until the end of the Company Prior Notice Period. For

the avoidance of doubt, regardless of the date of notice, in no case shall the

Executive receive both a pro-rated Target Bonus under this Section and a

discretionary performance bonus under 2(b) for the same overlapping time

period.

(iii)Severance Payment: The Company shall provide Executive a Severance

Payment as defined and subject to the terms and conditions in Section

4(a)(iii).

(c)Cause. The Company may terminate the Executive’s employment hereunder for

Cause. For the purpose of this Employment Agreement, the Company shall have

“Cause” to terminate the Executive’s employment if the Executive has engaged in

any of the following: (i) the Executive has breached a material policy, procedure or

rule of the Company, including but not limited to the CRH Americas Code of

Conduct, which may be altered or amended from time to time, and other obligations

under this Employment Agreement, which breach, if deemed curable by the

Company, remains uncured to the reasonable satisfaction of the Company for thirty

(30) calendar days after the Executive receives written notice of the breach from the

Company; (ii) the Executive has committed gross negligence or willful failure to

perform substantially and satisfactorily his duties under this Employment Agreement;

(iii) the Executive has engaged in an act of fraud, dishonesty or fraudulent activity,

misappropriation, embezzlement, theft, bribery, forgery or similar conduct; (iv) the

Executive is indicted for, convicted of or pleads guilty or nolo contendere to a crime

that constitutes a felony (or state law equivalent) or a crime that constitutes a

misdemeanor involving moral turpitude; or (v) the Executive has engaged in any

other act or omission which, if it were known to the public, in the Company’s

reasonable judgment could have a significant adverse impact on the Company or the

Group, and their business or reputation. If the Executive’s employment shall be

terminated by the Company for Cause, such termination shall be effective

immediately, and the Executive shall receive only Base Salary up to and including the

termination date. “Cause” shall not be construed as including conduct described in

Section 9 (b) herein.

(d)Death. The Executive’s employment shall terminate upon his death. If the Executive’s

employment shall be terminated by reason of his death, Executive shall continue to

receive Base Salary through the end of the pay period in which the date of his death

occurred.

(e)Disability. If, as a result of the Executive’s incapacity due to physical or mental

illness, the Executive shall have been absent from his duties hereunder on a full-time

basis for ninety (90) consecutive calendar days, and within thirty (30) days after

written notice of termination is given (which may occur no earlier than thirty (30)

days before, but at any time after, the end of such ninety (90) day period), the

Executive shall not have returned to the performance of his duties hereunder on a full-time basis,

the Company may terminate this Employment Agreement. This Section 4(e) is subject to the

requirements of the Family and Medical Leave Act, the Americans with Disabilities Act, and all

other applicable law. Therefore, if required by law, the Executive may remain employed by the

Company on an at-will basis even if the Employment Agreement is terminated pursuant to this

Section 4(e).

(f)No Further Obligations after Payment. After all payments, if any, have been made to

the Executive pursuant to any of paragraphs (a) through (e) of this Section 4, the

Company shall have no further obligations to the Executive under this Employment

Agreement other than the provision of any of the Executive benefits required to be

continued under applicable law.

(g)Resignation of All Other Positions. Upon termination of the Executive’s employment

hereunder for any reason, the Executive shall be deemed to have resigned, effective

on the termination date, from all positions that the Executive holds as an officer or

member of the Board (or a committee thereof) of the Company or its affiliates, or any

of their subsidiaries, except as otherwise agreed to by the Parties in writing.

5.Garden Leave. For the purpose of this Employment Agreement, “Garden Leave” refers to

that portion of any notice period during which Executive is relieved from Executive’s usual

employment duties but remains an employee of the Company in a consulting role. During

Garden Leave, the Executive shall not attend work, enter the Company’s premises, use

Company’s property, or have business-related contact with the Company’s customers,

suppliers, contractors, or employees of the Company, except as directed by the Company. If

requested by the Company, the Executive shall provide advice and information related to

prior work performed for the Company, report to work during Garden Leave at such time and

place as the Company may require, and cooperate fully with the Company in helping it

transition the Executive’s duties to others and retain valuable business relationships. During

Garden Leave, the Executive will: remain a loyal employee of the Company; avoid conflicts

of interest such as, but not limited to engaging in competition with the Company, assisting a

competitor, or actively pursuing the creation or development of a competitive business

enterprise; remain bound to all Company’s policies and the terms of this Employment

Agreement; and, continue to receive his Base Salary, benefits and other regular compensation

through the termination date, to the extent permitted by the plans and/or applicable law.

6.Section 409A. This Employment Agreement will be construed and administered to preserve

the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the

“Code”) of payments that qualify as short-term deferrals pursuant to Treas. Reg.

§1.409A-1(b)(4) or that qualify for the two-times compensation separation pay exemption of

Treas. Reg. §1.409A-1(b)(9)(iii). With respect to other amounts that are subject to Code

Section 409A, it is intended, and this Agreement will be so construed, that any such amounts

payable under this Agreement and the Company’s and the Executive’s exercise of authority

or discretion hereunder shall comply with the provisions of Section 409A of the Code and the

regulations and other guidance promulgated thereunder (“Section 409A”) so as not to subject

Executive to the payment of interest and additional tax that may be imposed under Section

409A. As a result, in the event the Executive is a “specified employee” on the date of the

Executive’s termination of employment, any payment that is subject to Section 409A and that

is payable to the Executive in connection with Executive’s separation from service shall not

be paid until the first business day following the expiration of six months after the

Executive’s separation from service (if the Executive dies after the Executive’s separation

from service but before any payment has been made, such remaining payments that were or

could have been delayed will be paid to the Executive’s estate without regard to such six-

month delay). Solely as necessary to comply with Section 409A, “termination of

employment” or “employment termination” or similar terms shall have the same meaning as

“separation from service” under Section 409A(a)(2)(A)(i) of the Code. Each payment under

this Employment Agreement is a separate payment within the meaning of the final

regulations under Section 409A. Notwithstanding the above, the Executive agrees that the

Company has made no representation as to the tax treatment of the compensation provided

pursuant to this Employment Agreement and that the Executive is solely responsible for all

taxes due with respect to such compensation.

7.Duties Upon Termination. Upon the termination of the Executive’s employment for any

reason whatsoever, the Executive shall promptly return to the Company any Confidential

Information, Trade Secrets, and, whether or not constituting Confidential Information, any

technical data, performance information and reports, sales or marketing plans, documents, or

other records, rolodexes, and any manuals, drawings, tape recordings, computer programs,

disks, and any other physical or electronic representations of any other information relating

to the Company, any of its subsidiaries or affiliates. The Executive hereby acknowledges that

any and all of such documents, items, physical or electronic representations, and information

are, and shall remain, at all times the exclusive property of the Company.

8.Restrictive Covenants.

(a)Protectable Interests / Ancillary Agreement: The restrictions provided for in the other

Sections of this Agreement are not sufficient, standing alone, to protect the legitimate

business interests of the Company. In reliance upon Executive’s covenants in this

Agreement, and particularly those contained in this Section 8 (the “Restrictive

Covenants”), Company will employ Executive in a position of special trust and

confidence where Executive will be provided one or more of the following: (a)

Confidential Information related to Executive’s position, (b) special access to

suppliers, customers and other valuable business relationships of the Company, and/

or (c) specialized training. The Executive agrees that the foregoing will give

Executive an unfair competitive advantage if Executive’s activities are not restricted

as provided for in the Restrictive Covenants below. The Executive acknowledges the

Company would not enter into this Employment Agreement without the execution of

the Restrictive Covenants contained herein. The Executive acknowledges that his

employment with the Company, material advancement, receipt of access to

Confidential Information, and other consideration provided hereunder are sufficient

and valuable consideration for the execution of the restrictive covenants contained

herein.

(b)Definitions:

(i)“Business of the Company” means any line of business that the Company or

the Group is engaged in or preparing to engage in, relating to services and/or

products for the construction industry. Executive stipulates that the scope of

activity covered by this definition of Business of the Company is understood

by him, and that the Executive will be informed of changes in the Business of

the Company as they occur as a natural consequence of Executive’s position.

(ii)“Competitive Business(es)” means any business enterprise (firm, partnership,

joint venture, corporation and/or any other entity and/or person) that competes

with any part of the Business of the Company that the Executive has

involvement with or access to Confidential Information about in the Look

Back Period. It will be presumed that any business enterprise that develops,

manufactures, markets, distributes, provides and/or sells a Conflicting Product

in markets where the Company or the Group do business is a Competitive

Business.

(iii)“Confidential Information” means an item of information or compilation of

information, in any form (tangible or intangible), related to Company’s

business and of value to the Company that Executive first acquires or gains

access to during employment with the Company, that Company has not

authorized public disclosure of, and that is not readily available through

lawful and proper means to the public or persons outside Company who are

under no obligation to keep the information confidential. Confidential

Information includes, but it is not limited to: (1) finances and business plans;

(2) financial projections; (3) sales information relating to the Company’s

product roll-outs, including price, discounts, commissions, margins, targets,

and other related information; (4) customized software, marketing tools, and/

or supplies that the Executive has access to and/or will create; (5) the identity

of the Company’s Customers, and/or Customer Prospects; (6) any list(s) of the

Company’s Customers and/or Customer Prospects; (7) the account terms and

pricing of sales contracts between the Company and its Customers; (8) the

proposed account terms and pricing of sales contracts between the Company

and its Customer Prospects; (9) the techniques, methods, and strategies by

which the Company develops, manufactures, markets, distributes, and/or sells

any of its products; and (10) Trade Secrets. An item of Confidential

Information need not be marked “confidential” or otherwise labeled in a

particular way to qualify as Confidential Information; instead, the definition

provided above will control at all times. Due to its special value and utility as

a compilation, a confidential compilation of information by the Company will

remain protected as Confidential Information even if individual pieces of

information in it are public. Private disclosure of Confidential Information to

parties the Company is doing business with for business purposes shall not

cause the information to lose its protected status under this Agreement.

Confidential Information shall not include any data or information which has

been voluntarily disclosed to the public by the Company (except where such

public disclosure has been made by the Executive without authorization from

the Company) or that has been independently developed and disclosed by

others, or that has otherwise entered the public domain through lawful means.

“Trade Secrets” means Confidential Information which meets the additional

requirements of applicable law.

(iv)“Conflicting Product” means a product or service of another business

enterprise (not the Company or the Group) that is of the type conducted,

authorized, offered, or provided by the Company or the Group in the Look

Back Period and with respect to which Executive had involvement or access

to Confidential Information.

(v)“Covered Customers” means any customer (firm, partnership, corporation

and/or any other entity and/or person) that purchases or seeks to purchase

products or services from the Company or the Group with which Executive

has Material Contact. It will be presumed that Covered Customers includes

active prospective customers as of the date Executive’s employment ends with

whom Executive has Material Contact.

(vi)“Covered Vendors and Suppliers” means any supplier, distributor, broker, or

vendor that the Company or the Group relies upon in the ordinary course of

business and with which Executive has Material Contact.

(vii)“Group” means the Company and its parent companies, subsidiaries and

affiliates in the United States, Ireland or any other country as may be the case

from time to time, with respect to which Executive has some involvement or

access to Confidential Information.

(viii)“Look Back Period” refers to the last two (2) years of the Executive’s

employment with the Company or the Group, or any lesser period of such

employment if not employed for two years, inclusive of employment with a

predecessor entity of the Company or Group; or, if not enforceable, then such

lesser period as would be enforceable.

(ix)“Material Contact” means personal contact or material interaction with a

person or entity, or the supervision of contact or material interaction with a

person or entity, in the Look Back Period. Material interaction is presumed

present if Executive participated in or supervised communications with the

individual or entity, or received commissions, bonuses, or other beneficial

credit or attribution for business done with the person or entity, or was

provided Confidential Information about business done or proposed with the

person or entity, in the Look Back Period.

(x)“Material Individual” means any person who was employed by the Company

or the Group as a director or in a senior managerial position (which shall

generally be considered to be an individual appointed at job level 20 and

above), or any contractor or consultant of the Group of equivalent seniority.

(xi)“Territory” means the geographic territory where Executive is working at the

time of employment termination, which shall be understood to mean the state

Executive resides in and each additional state (and state equivalent) in the

United States and other countries where the Company or the Group market

their products or services or otherwise do business that Executive has some

involvement with or access to Confidential Information about in the Look

Back Period. Executive stipulates that the nature of the Company’s business is

national within the United States and also international in nature. Given the

nature of the Executive’s position with the Company, it will be presumed that

Executive’s involvement and Confidential Information access covers the

entire United States and each additional country where the Company and the

Group do business during the Look Back Period, and continue to do business

as of the date of enforcement. The Executive acknowledges and agrees that

due to the nature of his executive duties and the Confidential Information and/

or Trade Secrets involved in his role, the geographic area covered by the

Territory definition is reasonable.

(c)The Executive agrees his work for the Company brings him into close contact with

many Covered Customers, Covered Vendors and Suppliers, Trade Secrets, and

Confidential Information. The Executive further agrees the covenants in this Section

8 are reasonable as to the time and the scope of activity to be restrained and necessary

to protect the Company’s and the Group’s legitimate business interests and

relationships, Trade Secrets, and Confidential Information.

(d)The Executive further agrees that the harm caused by a violation of the Restrictive

Covenants would not only cause recoverable monetary damages but would also cause

irreparable harm to the Company and/or the Group which cannot be effectively

remedied through monetary damages, and can only be effectively addressed through

injunctive relief and special remedies as provided for in Section 10 below.

(e)Non-Competition. The Executive covenants and agrees that during employment and

for twelve (12) months after the Executive’s employment with the Company ends for

any reason, the Executive will not (as an employee, consultant, director, owner,

partner, or otherwise), directly or indirectly, anywhere in the Territory, on behalf of or

for the benefit of a Competitive Business: (i) perform duties or services that are the

same as, or similar in function or purpose to those Executive performed for the

Company in the Look Back Period, (ii) assist a Competitive Business in producing,

developing or improving a Conflicting Product, or (iii) accept competing business

from a Company customer, or otherwise knowingly interfere with the relationship

between the Company and one of its customers, vendors, or suppliers. If the

Executive is placed on Garden Leave, as provided in Section 5, the months he spends

on Garden Leave shall be offset against this 12-month restriction. Nothing in this

Employment Agreement shall be construed to prevent the Executive from having an

interest of less than one percent (1%) of the outstanding shares of capital stock of any

company which is traded on a nationally recognized stock exchange. The Executive

agrees and acknowledges that: (i) the provisions of this Section 8(e) are reasonable

and necessary for the protection of the Company and the Group; (ii) such provisions

contain reasonable limitations as to the time and the scope of activity to be restrained;

(iii) the consideration provided in this Employment Agreement is sufficient to

compensate the Executive for the restrictions contained in this Section 8(e),

regardless of how his employment is terminated and (iv) the provisions of this Section

8(e) will not unduly limit the Executive in finding or obtaining employment in a

capacity or at a level of compensation similar to that which the Executive has under

this Employment Agreement.

(f)Non-Solicitation of Employees. The Executive covenants and agrees that for twelve

(12) months after Executive’s employment with the Company ends for any reason he

will not, directly or indirectly, on behalf of (or for the benefit of) a Competitive

Business: (i) recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any

Material Individual, to terminate their relationship with the Company or the Group, or

(ii) assist in hiring a Material Individual. If the Executive is placed on Garden Leave,

the months he spends on Garden Leave shall be offset against this 12-month

restriction.

(g)Non-Solicitation of Customers or Customer Prospects. The Executive covenants and

agrees that for twelve (12) months after the Executive’s employment with the

Company ends for any reason he will not, directly or indirectly, on behalf of (or for

the benefit of) a Competitive Business: (i) solicit or induce, or attempt to solicit or

induce, any Covered Customer for any business purpose that involves providing

products or services that are competitive with those provided by the Company or the

Group, or (ii) solicit a Covered Customer to terminate an existing or prospective

business relationship with the Company or the Group, or otherwise change such a

relationship to the detriment of the Company or the Group. If the Executive is placed

on Garden Leave, the months he spends on Garden Leave shall be offset against this

12-month restriction.

(h)Non-Solicitation of Vendors or Suppliers. The Executive covenants and agrees that

for twelve (12) months after the Executive’s employment with the Company ends for

any reason he will not, directly or indirectly, knowingly solicit or induce, or attempt

to solicit or induce, any Covered Vendor or Supplier to terminate their relationship

with the Company or the Group or change such relationship to the detriment of the

Company or the Group. If the Executive is placed on Garden Leave, the months he

spends on Garden Leave shall be offset against this 12-month restriction.

(i)Solicitation Understandings and Effect of Presumptions. For purposes of the non-

solicitation restrictions (Sections 8(f), (g), and (h)), it shall be presumed that “to

solicit” means to knowingly interact with a person or entity with the intent, purpose or

foreseeable result being to cause a particular responsive action, irrespective of which

party first initiates contact. The non-solicitation restrictions are understood to be

reasonably limited by geography to those locations and/or places of business where

the Material Individual, Covered Customer, and Covered Vendors and Suppliers are

located and available for solicitation. However, if any of the non-solicitation

restrictions require a different form of geographic limitation under applicable law to

be enforceable then such restriction shall be deemed limited to the Territory. The non-

solicitation restrictions are not intended to cover or prohibit general advertising that is

not targeted at the customers or employees of Company such as advertisements

directed to the general public or “help wanted” ads. A presumption provided for in

this Agreement may only be overcome through clear and convincing evidence, and

will not be applicable where it would make a provision of this Agreement to which it

applies unenforceable.

(j)Intellectual Property Rights.

For the purposes of this clause, “Intellectual Property” means patents, trademarks,

service marks, registered designs (including applications for and rights to apply for any of them),

inventions, innovations, improvements, developments, methods, ideas, concepts, unregistered design

rights, logos, trade or business names, copyrights, database rights, confidential information, know

how and any similar rights.

The Executive acknowledges that (i) it has been 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 Employee

develops or produces, alone or with others, in the course of his employment duties or outside such

duties but relating to the business of the Group in any manner whatsoever, either prior or after he

signs this Agreement, will be considered a "work made for hire" and shall be the sole and exclusive

property of the Company. If for any reason the results and proceeds of Executive’s services to the

Company are determined at any time not to be a "work made for hire," Executive hereby irrevocably

assigns, transfers and sets over, all of his right, title and interest in such Intellectual Property to the

Company, and the Company shall be entitled to obtain and hold in its own name all patents,

copyrights or other intellectual property rights with respect to such Intellectual Property. The

Executive appoints the Company, or its designee, as the Executive’s attorney- in-fact for purposes of

obtaining patents and copyrights which result from my work during his employment with the

Company and to perfect ownership in the Company or its assigns and successors in interest. The

Company will consider each disclosure submitted by the Executive. The election of whether or not

to file a patent application or a copyright registration application on such disclosure and the manner

of preparation and prosecution of any patent or copyright application or applications filed in the

United States of America or in foreign countries shall be wholly within the discretion of the

Company, and at its expense. The Executive shall disclose in writing to Company (or persons

designated by it) the existence and nature of any Intellectual Property and shall, during and after the

period of employment with the Company, and without further consideration from the Company, (i)

execute all documents requested by the Company for vesting in the Company and the entire right,

title and interest in and to the same, (ii) cooperate with the Company and execute all documents

requested by the Company for the filing of such applications for and the procuring of such patents,

trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to

prosecute, and (iii) give the Company all assistance and cooperation it may reasonably require in

order to obtain, maintain, defend, enforce, and protect the Company's right therein and thereto

anywhere in the world. The Employee also hereby waives all moral rights in all Intellectual Property

of the Company or the Group, 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. Any and all such Intellectual

Property, reduced to written, graphic, or other tangible form and any and all copies and

reproductions thereof shall be furnished to the Company upon request, and in any case, shall be

returned to the Company upon termination of the Executive’s employment with the Company.

Executive may not sell, reproduce, distribute, modify, display, publicly perform, or prepare

derivative works based on any content used by or created for the Company, by the Executive or any

other third party, in any way for public or commercial purposes without the Company’s prior written

consent.

The Executive warrants and agrees that all inventions, innovations, improvements,

developments, methods, designs, analyses, ideas, concepts, reports, software, and all similar or

related information which he made, invented, or conceived prior to entering the employ of the

Company, to which the Executive now claims title, and which are to be specifically excluded from

this Agreement, are completely described in Exhibit A attached.

9.Protection of Confidential Information

(a)No Unauthorized Use or Disclosure. The Executive agrees not to engage in any use,

disclosure, copying or transfer of Confidential Information that is not authorized as

part of the Executive’s employment duties and undertaken in careful compliance with

all Company policies and directives for the handling of such information. The

Executive understands and accepts the duty to use reasonable care in maintaining the

confidentiality of Confidential Information, and agrees to report to the Company any

unauthorized use or disclosure that the Executive becomes aware of and to cooperate

with the Company in taking all reasonable and necessary steps to recover any

misappropriated Confidential Information. When the Executive’s employment ends,

Executive will return all records of Confidential Information to the Company without

retaining any copies thereof that he is not expressly authorized to retain in writing.

The Executive will not use his knowledge of Confidential Information to recreate

records of Confidential Information or otherwise reproduce Confidential Information

entrusted to him in confidence after his employment ends without Company

authorization. The foregoing obligations regarding Confidential Information will

apply to the Executive while employed with the Company or the Group and for as

long thereafter as the information at issue continues to qualify as Confidential

Information under the definition applied in this Agreement; provided, however, that if

a post-employment time limit on the use of Confidential Information is required in

order for this restriction to be enforceable, and only in such event, the restrictions on

use of Confidential Information that does not qualify as a Trade Secret shall expire

three (3) years after the Executive’s employment ends and all records of Confidential

Information in Executive’s possession and control have been returned to the

Company. No such time limitation will apply to Trade Secrets. A permitted disclosure

of Confidential Information under Section 9(b) below will not be considered an

unauthorized use or disclosure of Confidential Information for purposes of the

foregoing restrictions or any other section of this Agreement.

(b)Permitted Disclosure. Nothing herein shall be construed to prevent disclosure of

Confidential Information, Trade Secrets or Intellectual Property as may be required or

permitted by applicable law or regulation, or pursuant to the valid order of a court of

competent jurisdiction or an authorized government agency, provided that the

disclosure does not exceed the extent of disclosure required by such law, regulation or

order. The provisions in this Employment Agreement do not prohibit the Executive

from communicating with any governmental authority or making a report in good

faith and with a reasonable belief of any violations of law or regulation to a

governmental authority, or disclosing Confidential Information, including providing

documents, which the Executive has acquired through lawful means in the course of

employment to such governmental authority in connection with such communications

or report, or from filing, testifying or participating in a legal proceeding relating to

such violations, including making other disclosures protected or required by any

whistleblower law or regulation to the Securities and Exchange Commission, the

Department of Labor, or any other appropriate government authority; provided

expressly that to the extent that the Executive discloses any Confidential Information,

the Employee will honor the other confidentiality obligations in this Employment

Agreement and will only share such Confidential Information in accordance with this

section. The Executive is hereby notified that under the Defend Trade Secrets Act

(DTSA), (1) no individual will be held criminally or civilly liable under Federal or

State trade secret law for disclosure of a trade secret (as defined in the Economic

Espionage Act) that is: (A) made in confidence to a Federal, State, or local

government official, either directly or indirectly, or to an attorney, and made solely

for the purpose of reporting or investigating a suspected violation of law; or, (B)

made in a complaint or other document filed in a lawsuit or other proceeding, if such

filing is made under seal so that it is not made public; and, (2) an individual who

pursues a lawsuit for retaliation by an employer for reporting a suspected violation of

the law may disclose the trade secret to the attorney of the individual and use the

trade secret information in the court proceeding, if the individual files any document

containing the trade secret under seal, and does not disclose the trade secret, except as

permitted by court order.

10.Reliefs and Survival.

(a)Injunctive Relief. The Executive acknowledges that his breach of any covenant

contained in Sections 8 and 9 will result in irreparable injury to the Company and that

the remedy at law of such parties for such a breach will be inadequate. Accordingly,

the Executive agrees and consents that the Company, in addition to all other remedies

available to it at law and in equity, shall be entitled to seek and receive both

preliminary and permanent injunctions to prevent and/or halt a breach or threatened

breach by the Executive of any provision contained in Sections 8 and 9 with One

Thousand Dollars ($1,000.00) being the agreed-upon amount of bond (if any) that

need be posted to secure such relief. The Company shall be deemed the prevailing

party if it recovers any relief requested in a legal action to enforce this Agreement

irrespective of whether some of the relief requested is also denied or the contract must

be reformed to be enforced. In the event Executive violates the Material Individual

non-solicitation obligation (Section 8(f)) which causes (in whole or in part) the

Company or the Group to lose the services of a Material Individual before injunctive

relief to prevent such loss can be secured, Executive shall owe Company a sum equal

to one third of the Material Individual’s annual total compensation at his or her last

rate of pay with Company or the Group as liquidated damages. This sum shall be in

addition to, and not in lieu of injunctive relief to prevent further violations with

respect to other Material Individuals.

(b)Severability and Judicial Modification. Except where otherwise expressly provided,

the terms of this Agreement are severable. The covenants contained in Sections 8 and

9 shall be presumed to be reasonable and enforceable, and any reading causing

unenforceability shall yield to a construction permitting enforcement. In the event an

arbitrator or court of competent jurisdiction should determine not to enforce a

covenant as written due to overbreadth, the parties specifically agree that said

covenant shall be modified and enforced to the extent reasonable, whether said

modifications are in time, territory, or scope of prohibited activities. If any single

covenant or clause in this Employment Agreement shall be found unenforceable and

not subject to modification to allow enforceability, it shall be severed and the

remaining covenants and clauses enforced in accordance with the tenor of the

Employment Agreement.

(c)Survival. The covenants and agreements made by the Executive in Sections 8 and 9

will survive the termination of the Executive’s employment and the termination of

this Employment Agreement, a change in Executive’s position or terms and

conditions of employment, and any claim asserted by Executive against the Company

arising from this Agreement or otherwise.

11.Indemnification and Insurance. The Company agrees that during the course of Executive’s

employment, it will maintain Directors and Officers insurance or appropriate self-insurance

covering Executive for decisions made and actions taken by Executive that are consistent

with Company policy and taken in the course of Executive’s employment. The Company

shall provide to Executive such coverage and limits as are generally provided by FTSE 100

companies of similar size and geographic presence to their non-Board of Director executives.

12.Entire Agreement; Modification; Waiver. This Employment Agreement constitutes the

entire agreement between the parties pertaining to the subject matter contained in it and

supersedes all prior and contemporaneous agreements, representations, and understandings of

the parties concerning its subject matter. No supplement, modification, or amendment of this

Employment Agreement shall be binding unless executed in writing by all parties hereto. No

waiver of any of the provisions of this Employment Agreement will be deemed, or will

constitute, a waiver of any other provision, whether or not similar, nor will any waiver

constitute a continuing waiver. No waiver will be binding unless executed in writing by the

party making the waiver.

13.Successors and Assigns; Assignment. This Employment Agreement shall be binding on, and

inure to the benefit of, the parties hereto and their respective heirs, executors, legal

representatives, successors, and assigns; provided, however, that this Employment Agreement is

intended to be personal to the Executive and the rights and obligations of the Executive

hereunder may not be assigned or transferred by him/her. It is expressly understood that CRH,

plc shall be a beneficiary of this Agreement, and entitled to enforce it as needed to protect the

interests of itself and its subsidiaries and affiliates. Executive understands and agrees that this

Agreement may be assigned by the Company, and that the assignee shall be entitled to enforce it

against Executive. Should the Company assign this Employment Agreement to any affiliate or

other entity associated with the Company, this Employment Agreement shall be binding on such

assignee and any references in this Employment Agreement to the “Company” shall be

deemed to be a reference to such assignee.

14.Notice. Any notice or other communication required or permitted under this Employment

Agreement by either party hereto to the other shall be in writing, and shall be deemed

effective upon (a) personal delivery, if delivered by hand, (b) three days after the date of

deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (c) the next

business day, if sent by a prepaid overnight courier service, and in each case addressed as

follows:

If to the Executive: Nathan Creech

[*****]

If to the Company: CRH Americas, Inc.

ATTN: General Counsel

[*****]

Either party may change the address or addresses to which notices are to be sent by giving notice of

such change of address in the manner provided by this section.

15.Counterparts. This Employment Agreement may be executed in multiple counterparts, each

of which shall be deemed an original, but all of which together shall constitute one and the

same document. This Employment Agreement may be executed by facsimile signature and a

facsimile signature shall constitute an original signature for all purposes. Each undersigned

further agrees that electronic signatures, whether digital or encrypted, of the parties hereto are

intended to have the same force and effect as manual signatures. As used in the previous

sentence, the term “electronic signatures” means any electronic sound, symbol or process

attached to or logically associated with this Agreement and executed and adopted by a party

with the intent to sign such Agreement, including, but not limited to, e- mail electronic

signatures executed through DocuSign®.

16.Severability of Provisions. The invalidity or unenforceability of any particular provision of

this Employment Agreement shall not affect the other provisions hereof, and this

Employment Agreement shall be construed in all respects as if such invalid or unenforceable

provisions were omitted.

17.Governing Law and Jurisdiction. This Employment Agreement is executed and delivered

in, and shall be governed by, enforced and interpreted in accordance with the laws of the

State of Texas, without regard to its conflict of laws principles. Any dispute, claim or cause

of action arising out of, or related to, this Agreement shall be commenced only in a federal or

state court in the State of Georgia, County of Dekalb, and the parties hereby submit to the

exclusive jurisdiction of such courts and waive any claim of an inconvenient forum.

18.Waiver of Jury Trial. The Parties agree to waive any right to a trial by jury regarding any

dispute, claim or cause of action arising out of, concerning, or related to, the Executive’s

employment, his separation from employment, or this Employment Agreement.

19.Construction. In construing this Employment Agreement, whenever appropriate, the

singular tense shall also be deemed to mean the plural, and vice versa, and the captions

contained in this Employment Agreement shall be ignored.

20.Legally Binding Obligation; Legal Counsel. The Executive acknowledges that he has had

an opportunity to read this Employment Agreement, raise questions about its terms, and seek

advice of legal counsel if desired. The Executive understands that this Employment

Agreement is a legally binding contractual obligation, which includes restrictive covenants,

and enters into it willingly, knowingly and voluntarily.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement

effective as of the Effective Date stated above.

CRH AMERICAS, INC. NATHAN CREECH

By:/s/ Albert Manifold /s/ Nathan Creech

EXHIBIT A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

[Intentionally Omitted]

EXHIBIT B

SEPARATION AGREEMENT, RELEASE AND WAIVER

[Intentionally Omitted]