either case these shares shall be counted on a net-of-taxes basis, which is
determined in accordance with the Group's tax policies.
17.3.Annually, all shares held by the Employee or otherwise counted as being includable in
meeting the Required Ownership Percentage shall, each December 31, be reported by the
Employee 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 share price on such December 31 or (ii) the prevailing share price on the date of
purchase or vesting, as the case may be.
17.4.The Board Compensation Committee of CRH plc shall be responsible for the administration of
the policy in this clause 17 and shall determine the appropriate means of enforcing its
provisions which may include the withholding of shares by CRH plc or considering the
Employee in breach of his obligations under this agreement. Should the Employee breach this
requirement of this agreement as a result of an unexpected and precipitous decrease in the
CRH share price, the Employee shall remedy the breach as soon as reasonably possible. The
Board Compensation Committee shall have the discretion to determine, in consultation with
the Employee, a reasonable time period in which the Employee must remedy the said breach.
18.Confidentiality
18.1.Without prejudice to the common law duties which he owes to the Group, the Employee
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 Employee. The Employee will use his best endeavours to
prevent the unauthorised copying use or disclosure of such information.
18.2.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 Employee 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 18.1 and clause
18.1 will apply with any necessary amendments to such information. If requested to do so by
the Group, the Employee will enter into an agreement with other Group Companies and any
other persons in the same terms as clause 18.1 with any amendments necessary to give
effect to this provision.
19.Intellectual Property Rights
19.1.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.