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10-K
CRAWFORD & CO · Mar 2, 4:21 PM ET
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CRAWFORD & CO 10-K
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Contents
105
1. DEFINITIONS AND INTERPRETATION
1.1 The following terms have the following meanings:
2. Interpretation
2.1 In this Agreement, unless the context otherwise requires:
3. APPOINTMENT
3.1 The Company shall employ the Employee and the Employee shall be employed by the Company on a full-time basis in the capacity of Chief Executive Officer – International Operations and/or in such other position or capacity with such job title and powers as the Company may from time to time reasonably decide and subject to the terms and conditions set out in this agreement.
3.2 The Employee warrants that:
4. PROBATIONARY PERIOD
The Employee will not be subject to a probationary period.
5. TERM
6. Reporting line
The role reports to the Chief Executive Officer. Reporting lines may alter dependant on Company structure and at the sole and absolute discretion of the Company.
7. WORKING TIME
7.1 The Employee's normal hours of work will be 8:30am - 5.00pm Monday to Friday/dependant on client needs and workload and you will be advised of such.
7.2 The Employee will be required to work such additional hours outside usual business hours as are necessary and reasonable to perform their duties. The Employee will not be entitled to any additional remuneration for working additional hours, as this has been taken into account in setting the Employee's remuneration.
8. Place of Work and Travel
8.1 The Employee's primary place of work will be Sydney, Australia but he/she may be required to work at other locations from time to time.
8.2 The Employee may be required, as part of the Employee's duties, to travel both within and outside Australia. The Employee will not be entitled to additional remuneration for such travel, but travel expenses for approved travel will be paid for by the Company in accordance with the Company's travel policy and clause 11 of this Agreement (expenses).
9. Changes
9.1 The Company may make reasonable changes to the Employee's duties, title, status, reporting structure or the location of the employment at any time. A reasonable change of this kind will not be a ground for termination of the employment. The terms and conditions set out in this Agreement will continue to govern the Employee's employment with the Company after such a reasonable change is made unless the Employee and the Company agree, in writing, to vary the terms of this Agreement.
10. DUTIES
10.1 The Employee must:
10.2 The Employee must not:
10.3 The obligations and duties owed by the Employee to the Company under the terms of this Agreement shall be owed by the Employee to any entity, division or business within the Group for which the Employee performs work.
11. REMUNERATION AND EXPENSES
11.1 The Company shall pay to the Employee a Salary at a rate of AU$ 745,000 (or equivalent in local currency) gross per annum, plus superannuation, or at such other rate as may from time to time be agreed between the Company and the Employee.
11.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal fortnightly instalments into a bank account nominated by the Employee.
11.3 The Employee’s Salary is inclusive, and in satisfaction, of any and all entitlements the Employee may have under any modern award, industrial instrument or at law, including but not limited to minimum wage rates, penalties, allowances, overtime and loadings (including annual leave ladings).
11.4 The Company shall reimburse the Employee for all reasonable and authorised out of pocket expenses (including hotel and travelling expenses) wholly, necessarily and exclusively incurred by the Employee in the dicharge of his/her duties, subject to the production of appropriate receipts or such other evidence as the Company may reasonably require as proof of such expenses and in accordance with the Company's rules and policies relating to expenses as may be in force from time to time. The Employee shall submit all expenses in a timely manner, and in any event by the end of the month in which they were incurred. If the Employee is provided with a credit or charge card by the Company this must only be used for expenses which he/she incurs in performing the Appointment.
11.8 The Employee is eligible to participate in the Crawford & Company 2016 Omnibus Stock and Incentive Plan, on such terms and subject to such conditions as may be determined from time to time by the Crawford Board, the Board or any remuneration committee thereof (as applicable). The Crawford & Company 2016 Omnibus Stock and Incentive Plan is entirely discretionary and non-contractual and no awards may be made. Crawford & Company or the Company may amend, modify or discontinue the Crawford & Company 2016 Omnibus Stock and Incentive Plan at any time including for such changes to have retrospective effect and for such changes to cap or limit the amount payable to the Employee.
11.9 The Company shall honour all of the terms set forth in the Crawford Repatriation Letter (“Repatriation Letter”) dated 21 February 2025 and signed by the Employee on 21 February 2025. A copy of the Repatriation Letter is set out in Schedule A.
12. mobile phone/Laptop
12.1 The Employee shall be provided with a mobile phone/laptop for use in the course of employment and for reasonable private use. The conditions of use are outlined in Company policy in place from time to time.
13. CAR ALLOWANCE
13.1 As an alternative to the benefit of a motor car, the Employee will receive a car allowance in lieu of a company motor car for use as the Employee’s own car of AUD $31,500 gross per annum, plus superannuation, which shall be payable together with and in the same manner as the Salary in accordance with clause 11.1. The car allowance shall not be treated as part of the Employee's Salary for any purpose and in the event of any payment in lieu of notice of termination, shall not be payable. The Company reserves the right to vary or withdraw the car allowance payable to the Employee in any way at any time, including by reducing the amount payable.
14. Superannuation Contributions
14.1 In addition to the base salary, the Company will contribute the amount required to avoid any charge under the Superannuation Guarantee (Charge) Act 1992 (Cth), to a complying superannuation fund nominated by the Employee in writing. If the Employee does not nominate such a fund, the Company will make contributions into the Employee’s stapled superannuation fund. If the Company is notified that the Commissioner of Taxation has not identified any stapled superannuation fund belonging to the Employee, the Company will make contributions into the Company's default complying superannuation fund on the Employee’s behalf.
14.2 The Employee may elect to salary sacrifice for superannuation contributions into a complying fund.
14.3 If the Employee elects to participate in the salary sacrifice arrangement, the Employee agrees to indemnity, and keep indemnified, the Company against any liability in the event of any fines, penalties, interest or other consequences caused by a delay in making the salary sacrifice payment to a third party. The Company undertakes not to delay unreasonably the payment of any account tendered in accordance with a salary sacrifice arrangement.
15. Leave
15.1 The Employee is entitled to 25 days paid annual leave for each year of service with the Company in accordance with applicable legislation. The leave accrues on a pro rata basis and is cumulative.
15.2 Annual leave will be taken at a mutually convenient time, as agreed between the Employee and the Company.
15.3 The Employee is entitled to 10 days' paid personal/carer's leave for each year of service with the Company in accordance with applicable legislation. The leave accrues on a pro rata basis and is cumulative.
15.4 The Employee is entitled to take this leave when absent from work due to a personal illness or injury and also for the purpose of caring for a member of the Employee's immediate family or household who requires the Employee's care and support because of a personal illness, personal injury or an unexpected emergency affecting the member.
15.5 If the Employee has used up their accrued entitlement to paid personal/carer's leave, the Employee is entitled to take up to two days' unpaid carer's leave for each occasion when a member of their immediate family or household requires the Employee's care or support because of a personal illness or injury or an unexpected emergency affecting the member.
15.6 The Company requires the Employee to notify the Company as soon as possible if the Employee is going to be absent from work on personal/carer's leave and the Employee may be required to produce a medical certificate for any sick leave in excess of one day and a statutory declaration for any carer's leave taken.
15.7 Untaken personal/carer's leave will not be paid out on termination of employment.
15.8 The Employee will be entitled to up to two days' compassionate leave without loss of pay.
15.9 Long service leave is provided in accordance with applicable legislation.
16. CONFIDENTIAL INFORMATION
16.1 The Employee shall not at any time during the Appointment, nor at any time after its termination, except as reasonably required for the purposes of and during the Appointment, directly or indirectly use or disclose any Confidential Information except if it falls within one of the following exceptions:
16.2 The Employee must not make a copy or other record of Confidential Information except in the proper performance of the Employee's duties.
16.3 The Employee shall not make any public statement, adverse or otherwise (whether written or oral), to the media or otherwise relating to the affairs of the Company or any Group Company and shall not write any article for publication on any matter concerned with the business or other affairs of the Company or the Group without the prior written consent of the Company or the Board.
16.4 The Employee must not use Confidential Information for a purpose other than for the benefit of the Company or a Group Company.
16.5 If the Confidential Information is lawfully within the public domain, then to the extent that the Confidential Information is public the Employee's obligations under this clause 16 will cease.
16.6 If the Employee is uncertain as to whether certain information is Confidential Information, the Employee will treat that information as Confidential Information unless the Employee is advised in writing by the Company to the contrary.
16.7 The Employee agrees that the Employee's obligations under this clause 16 will survive the termination of the employment and will be enforceable at any time at law or in equity and will continue to the benefit of and be enforceable by the Company.
17. Intellectual Property and Moral Rights
17.1 The Employee acknowledges that the Company is the absolute owner of all Intellectual Property Rights in the Works and the Inventions.
17.2 The Employee must immediately and fully disclose to the Company all Works and the Inventions whether capable of attracting Intellectual Property Rights or not.
17.3 The Employee agrees to do all such things as may be requested by the Company to confirm or protect the Company's title in the Intellectual Property Rights in the Works and the Inventions, including by:
17.4 The assignment in clause 17.3.1 is:
17.5 The Employee:
17.6 The Employee agrees that his/her obligations under this clause 17 will survive the termination of the employment and will be enforceable at any time at law or in equity and will continue to the benefit of and be enforceable by the Company.
18. Termination of Employment
18.1 The Employee's employment may be terminated by either party by giving 12 months written notice to the other party, or in the case of the Company, by paying to the Employee Salary only in lieu of notice for all or part of the notice period.
18.2 During part or all of the period of notice referred to in clause 18.1, or if the Employee has been suspended in accordance with clause 18.6, at any time during that suspension period, the Company may, without limiting the Company's rights, require the Employee to:
18.3 During any period of Garden Leave, the employee will:
18.4 In the event that the Company exercises its rights under clause 18.2 of this agreement then any Garden Leave shall be set off against and therefore reduce the period for which the restrictions in clause 19 of this agreement apply.
18.5 Notwithstanding any of the other provisions of this Agreement, the Company may terminate the employment without notice if any of the following occurs:
18.6 The Company may suspend the Employee, on full pay, while it conducts an investigation into any allegations of serious misconduct.
18.7 On termination of this Agreement, the Employee must return to the Company all property which belongs to the Company or any Group Company including, but not limited to, all Confidential Information, books, software, computers, documents,
papers, materials, credit cards, cars, petrol cards, mobile telephones and keys held by the Employee or under the Employee's control.
18.8 If requested by the Company, instead of delivering the Confidential Information to the Company, destroy the Confidential Information (in the case of data stored electronically or in other form, by erasing it from the media on which it is stored such that it cannot be recovered or in any way reconstructed or reconstituted) and certify in writing to the Company that the Confidential Information, including all copies, has been destroyed.
18.9 Subject to applicable law, the Company may withhold and retain any amounts which might otherwise be owed to the Employee to offset any amounts of debt owed by the Employee to the Company or any money advanced to the Employee.
18.10 If, on termination of this Agreement, the Employee is a director or hold some other office with, or other appointment of, the Company or of any Group Company, the Employee must resign as officer of the Company.
18.11 If this Agreement is terminated by the Company under this clause 18, the Employee acknowledges and agrees that the Employee has no further claim against the Group for compensation for loss of office in respect of the termination.
19. Post-Employment Restraints
19.1 The Employee shall not directly or indirectly, whether on his/her own behalf or on behalf of another person, firm or company:
19.2 The Employee acknowledges that:
19.3 The Employee agrees that his/her obligations under this clause 19 will survive the termination of the employment.
20. Privacy and Surveillance
20.1 The Employee consents to the Company collecting, using, disclosing to third parties and transferring overseas to any other Group Company the Employee's Personal Information and Sensitive Information for the purpose of the employment and for purposes related to that purpose.
20.2 From the Commencement Date, on an on-going basis, the Employee's computer use, including internet and email use, may be subject to monitoring through the use of software, in accordance with Company policy and applicable legislation. The Employee may also be subject camera surveillance through visible cameras while on the Company's premises.
20.3 The Company will monitor messages sent and received via any Information or Communication Technology and may access and disclose to management the content of messages in order to ensure that the Employee is complying with the Company's policies.
20.4 In particular, the Employee should be aware that no email, voicemail or other communication sent or received through any Information of Communication Technology is private, and also that emails, voicemails or other communications, or any document created on the Company's computer systems, however confidential or damaging, may have to be disclosed in court or other proceedings. An email, voicemail or other communication which has been deleted can still be retrieved and may be monitored for training or quality control purposes.
20.5 The Company further reserves and intends to exercise its right to monitor and disclose to management all use of the internet through its Information or Communication Technology to the extent authorised by law.
20.6 The Employee hereby consents to any such monitoring and/or disclosure as is referred to in this clause 20.
21. Common Law Duties not Limited
21.1 Nothing in this Agreement limits the Employee's duties to the Company that are implied at common law.
22. Statements and Further Assistance
22.1 After the Termination Date, the Employee:
23. JURISDICTION
23.1 The interpretation and enforcement of this Agreement shall be subject to the laws specified in the state or territory in which the Employee predominantly works in Australia. The parties submit to the non-exclusive jurisdiction of that state or territory's courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.
24. Notices
24.1 All notices and other communications relating to the employment will be deemed to have been given:
25. Entire Agreement and Implied Term
25.1 This agreement constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the parties or any of them relating to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination. For the avoidance of doubt, any previous contract of employment between the parties, or between the Employee and any other Group Company, is hereby terminated with immediate effect.
25.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this agreement. The only remedy available to any party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this agreement.
25.3 Notwithstanding the duties and obligations the Employee owes the Company under this Agreement and otherwise, the parties agree to exclude from this Agreement and the employment any implied duty of mutual trust and confidence the Company may owe the Employee.
25.4 Nothing in this clause 25 shall operate to exclude any liability for fraud.
26. Severance
26.1 Any provision of this Agreement which is or becomes illegal, void or unenforceable in any jurisdiction:
27. Holds the Benefit of this Document on Trust
27.1 Insofar as this Agreement relates to a Group Company, the Employee agrees that the Company holds the benefits of this Agreement insofar as they relate to a Group Company, on trust for the Group Company and that the Company may enforce this Agreement on behalf of a Group Company. Further, any Group Company may enforce this Agreement in respect of those provisions of this Agreement insofar as it relates to any of them.
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