Exhibit 10.65


 


CONTRACT OF EMPLOYMENT


 


The Agreement
is made on 18th February 2005 between SIRVA UK Limited, whose
registered office is at Heritage House, 345 Southbury Road, Enfield,
Middlesex EN1 1UP (“the Company”) and Kevin Pickford (“the Employee”) of [address omitted].


 


INTERPRETATION


 


In the
Agreement the following words shall mean:


 


	
  “the Company”

  	
   

  	
  SIRVA UK
  Limited

  
	
   

  	
   

  	
   

  
	
  “Chief
  Executive”

  	
   

  	
  The
  President & CEO of SIRVA Inc or any other person to whom he may,
  from time to time, delegate the exercise of his powers

  
	
   

  	
   

  	
   

  
	
  “the
  Group”

  	
   

  	
  (i) 
  SIRVA Inc;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii) 
  any SIRVA Inc subsidiary (including without limitation, the Company and any
  of the Company’s subsidiaries);

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii) any
  company which is an associate of SIRVA Inc or the Company

  



 


For the purposes
of the above definitions the word “subsidiary” shall have the same meaning
given by section 736 of the United Kingdom Companies Act 1985, and “associate”
shall have the same meaning given by section 435 of the United Kingdom
Insolvency Act 1986.


 


	
  “Termination
  Date”

  	
   

  	
  the
  date on which the Employee’s employment under the Agreement terminates

  



 


1.                COMMENCEMENT OF
EMPLOYMENT


 


1.1              The Employee’s
employment with previous employers in the Group counts as part of the Employee’s
period of continuous employment with the Company.  Accordingly, the Employee’s period of
continuous employment commenced on 27th of September, 1978.


 


1.2              The Agreement supersedes
any previous agreement (whether written, oral or implied) between the Group and
the Employee relating to his employment. 
It is effective from 1 February 2005.


 





















 


1.3              There are no agreements
or arrangements (whether oral, written or implied) between the Group and the
Employees relating to the employment of the Employee by the Company other than
those expressly set out in the Agreement and the Employee agrees that he has
not entered into the Agreement in reliance on any representation not expressly
set out herein.


 


2.                JOB TITLE AND
RESPONSIBILITIES


 


2.1              The Employee’s job title
shall be President SIRVA Relocation Services - Europe and the Employee shall
perform such duties and exercise such powers as are consistent with his
appointment and as are from time to time given to him by the Chief
Executive.  The Employee shall comply
with all reasonable directions of the Chief Executive which may from time to
time vary the duties and type and nature of work to be carried out by the
Employee provided that the Employee’s remuneration shall not be altered by such
a variation.


 


2.2              At all times throughout
the course of the Employee’s employment with the Company:


 


2.2.1           the Employee shall during
all his hours of work faithfully and diligently, devote (unless prevented by
ill health) the whole of his time, attention, efforts and ability to his duties
and the business of the Group and he shall at all times endeavour to promote
the business and interests of the Group;


 


2.2.2           the Employee shall not
directly or indirectly enter into or be concerned with or interested in any
trade, business or occupation, nor shall he hold any Directorship or office,
save for those of the Group;


 


2.2.3           clause 2.2.2 shall not
apply to any trade, business and occupation. 
Directorship or Office disclosed in Schedule 1 to the Agreement or
which shall be disclosed subsequently and in respect of which the Chief
Executive shall have given his consent in writing.  Nor shall the clause prevent the Employee
from being the holder or beneficial owner of any class of securities in any
company listed and dealt with in a recognised stock exchange or any other
public securities where the Employee neither holds nor is beneficially
interested in more than a total of 5% of any single class of securities.


 


2.3              After notice of
termination has been given by either party pursuant to clause 14.1 or if the
Employee seeks or indicates an intention to terminate his employment without
notice there shall be no obligation on the Company to provide any work for the 


 





















 


Employee and
the Company’s failure to do so for any reason shall not constitute a breach of
the Agreement.  During any period when
work is not provided to the Employee:


 


2.3.1           the Company may at its
absolute discretion exclude the Employee from the premises of the Company
and/or require him to carry out specified duties for the Company other than
those referred to in clause 2.1 or carry out no duties whatsoever and/or
instruct him not to communicate with suppliers, customers, employees, agents or
representatives of the Company; and


 


2.3.2           the Employee will have the
right to receive the salary and other benefits provided for under the Agreement


 


3.                PLACE OR PLACES OF
EMPLOYMENT


 


3.1              The Employee’s principal
place of work shall be at Enfield but the Company shall be entitled to require
the Employee:


 


(i)               within reason, to
relocate his place of work to any other office of the Company within the UK;


 


(ii)              to accept temporary
assignments of reasonable duration away from the Employee’s principal place of
work (whether within the UK or elsewhere in the world) for such duration as may
be necessitated by the business requirements of the Group.


 


3.2              The Agreement governs
the Employee’s employment by the Company whilst he is based in the UK.  It is anticipated that the Employee will be
based in the UK for up to three years but the Company will review this from
time to time depending on business requirements.  The Employee acknowledges that the salary and
benefits payable to him pursuant to the Agreement will cease to apply if he
agrees to relocate his place of work to any other office of the Group outside
the UK.  In these circumstances, the
Company will agree on an appropriate relocation package with the Employee.


 


4.                RELOCATION COSTS
AND OTHER ALLOWANCES


 


4.1              The Company will provide
the Employee with the following assistance under the Relocation Policy of the
Group currently in force in connection with his relocation from Melbourne to
the UK:


 





















 


i.      relocation services ie
destination services provided by SIRVA Relocation in the UK including the
provision of appropriate air travel for the Employee and his family (including
the pet dog) and payment for the cost of quarantine in the UK for the pet dog;


 


ii.     the shipping of personal goods to
the UK and storage of personal goods in Australia and the fees for these
services should be invoiced to the Company; and


 


iii.    a maximum payment of 12% of the
Employee’s salary to cover relevant items. 
This will be tax free up to £8000 (or such other sum as may be permitted
by law from time to time) and will only be paid if fully supported by receipts
and approved by the Senior Vice President or Vice President of Human
Resources.  Relevant items for this
purpose are the provision of goods, services and facilities eg carpets,
curtains and soft furnishings which are not suitable for the new home.


 


4.2              The Company shall pay
the Employee a housing allowance of £4,000 per calendar month less any net
rental income that the Employee receives from the lease of his property in
Melbourne.  The Employee agrees to inform
the Company of the net monthly rent that he receives in relation to his
property in Melbourne and will advise the Company immediately of any increase
in this net monthly rental income.  The
Employee shall provide such documentation in relation to his monthly rental
income as the Company may reasonably request from time to time.  This housing allowance will be subject to
deductions for income tax and employee national insurance contributions and
will not form part of the Employee’s income for pension or bonus purposes.


 


4.3              In each calendar year for which the Agreement continues, the Company shall pay for
up to four return air tickets from London to Melbourne to enable the Employee
to take home leave.  These tickets will
be purchased in line with SIRVA travel policy in force at the time of travel.


 


5.                HOURS


 


5.1              The Company’s normal
office hours are from 09:00 -  17:30
Monday to Friday but the Employee is required to devote such additional time to
the business as may be necessary for the proper performance of his duties or as
the Company may reasonably require.


 





















 


5.2              The Employee agrees that
the limit on average weekly working time of 48 hours per week as set out
in the Work Time Regulation 1998 shall not apply to his employment with the
Company.


 


6.                PAY &
OTHER BENEFITS


 


6.1              The Employee’s salary
commencing on 1 February 2005 shall be £170,000 per annum inclusive of any
director’s fee.


 


6.2              Salary shall accrue from
day to day an be payable in 13 equal instalments in arrears by direct
transfer to the Employee’s bank or building society account.


 


6.3              The Employee’s salary
will be reviewed annually by the Chief Executive in his absolute discretion on
or about January in each calendar year provided always that there shall be
no obligation on the Company to award a salary increase.


 


6.4              The Employee will be
eligible to benefit from the Company’s discretionary Management Incentive Plan
to a maximum of 75% of the Employee’s annual salary.  The terms of such programme shall be
determined by the Company from time to time. 
Participation in or payments under any such programme for any year will
not confer on the Employee any right to participate or to be paid in the
following year or any subsequent years.


 


6.5              The Company will
continue to contribute to the Employee’s superannuation benefit in Australia
(SGC) on the same terms and conditions as those which applied prior to the
commencement of the Agreement.


 


6.6              The Employee shall be
entitled to a company car in accordance with SIRVA Europe car policy with a
benchmark lease value of £1,000 per month.


 


6.7              The Employee shall be
entitled to medical cover through his existing supplier in Australia and
through an appropriate supplier in the UK. 
The Employee shall also be entitled to dental insurance cover in the UK.


 


6.8              The Employee shall be
entitled to join Tier 3 of the SIRVA UK Pension Scheme subject to the trust
deed and rules of the Scheme from time to time.


 


7.                EXPENSES


 


7.1              The Employee shall be
reimbursed such reasonable expenses as he may incur in the performance of the
Agreement subject to such rules as may from time to time be notified by
the Company and the production of such supporting documentation as the 


 





















 


Company may
reasonably require.  Unless otherwise
impractical, where a company credit card has been issued to the Employee, all
expenses shall be paid for using that card.


 


8.                HOLIDAY
ENTITLEMENT AND LONG SERVICE LEAVE


 


8.1              The Company’s holiday
year runs from 1 January to 31 December.  The Employee is entitled, in addition to the
customary public holidays, to take 25 working days as paid holiday in each
holiday year to be taken at such times and periods as shall be agreed in
advance with the Chief Executive. 
Entitlement to holidays will accrue at two days per complete calendar
month during the year of joining.


 


8.2              The Employee is entitled
to take Long Service Leave on the same terms and conditions as those which
applied prior to the commencement of the Agreement.


 


8.3              If the Employee’s
employment terminates during any holiday year, entitlement to holiday during
that year will be two days for each complete calendar month worked until
termination which the Company may in its absolute discretion pay in lieu
together with any final salary due. 
Where at termination holiday in excess of entitlement has been taken a
deduction for that excess will be made from final salary and the Employee
consents to such deduction being made.


 


8.4              Unless previously agreed
in writing, holiday entitlement unused at the end of one holiday year cannot be
carried over into the next year.


 


8.5              Otherwise than as
provided in clause 8.3 the Employee will not be paid in lieu of holiday entitlement
not taken unless holiday is forfeit at the request of the Company.


 


8.6              Where the Employee is
under notice to terminate his employment, the Company may require that any
outstanding holiday entitlement be taken during that notice period.


 


8.7              Otherwise in
clause 8.6 above, holiday may not be taken during a period of notice to
terminate employment otherwise than with the consent of the Chief Executive.


 


9.                ILL HEALTH AND
OTHER ABSENCE


 


9.1              Without prejudice to
clause 14.3 (viii), if the Employee is absent from work as a result of ill
health or injury for more than three consecutive working days he shall produce
to the Company evidence of such ill health or injury and provided that the
Company is satisfied by such evidence he shall be entitled to his salary as
follows:


 





















 


(i)               during the first
182 calendar days in aggregate of such absence in any 12 month period
to his normal rate of salary;


 


(ii)              so long thereafter as
such absence lasts, to such salary (if any), the Company shall in its absolute
discretion decide.


 


The Company may deduct from any
remuneration due to the Employee a sum equal to any social security benefits
claimable by the Employee for ill health or injury.  In the event that any statutory sick pay is
payable to the Employee by the Company for any period ob absence through
sickness or injury pursuant to the provisions of the Social Security and
Housing Benefits Act 1982, the remuneration for such period of absence payable
by the Company hereunder shall include the amount of such Statutory Sick
Pay.  Monday to Friday inclusive in each
week shall be Qualifying Days for the purposes of the said Act.


 


9.2              Except as specifically
provided, the Employee shall not be entitled to any remuneration in respect of
any period of absence from work unless the Company otherwise agrees.


 


9.3              The Employee may be
required to submit to an examination by a doctor or other medical specialist
who will provide a report and prognosis to the Company where:


 


(i)               there has been or is
likely to be a prolonged period of absence due to illness;


 


(ii)              in the opinion of the
Chief Executive the Employee in his actions or performance has given grounds to
reasonably believe that he is suffering from an illness, which may impair him
in his ability to perform his duties and obligations under the Agreement;


 


(iii)             such an examination is a
condition for the placing on risk or continuance of any insurance provided for
the Employee by the Company.


 


Where a medical report is provided to the
Company the Employee shall be entitled to request and receive a copy of that
report.  The Company shall keep
confidential the content of any report which the Company shall not, in any
event, allow to be viewed otherwise than by an employee of an equivalent or senior
level directly involved and concerned in the particular matter, and any
professional advisers engaged in advising on that matter, in respect of which
the report has been commissioned.


 


9.4              Where the Employee’s
absence results from injury in circumstances where the Employee has the right to
recover against a third party damages for loss and/or compensation for that
injury clause 9.1 shall not apply . 
However, the Company may 


 





















 


in its
absolute discretion and for such period as it deems appropriate advance by way
of interest free loan to the Employee a sum as represents his net salary on
condition that any advance so made is included in any claim made by the
Employee against the third party and is repaid to the Company to the extent of
any recovery.


 


10.              CONFIDENTIAL INFORMATION


 


10.1            The Employee shall not
(except in the proper course of his duties hereunder) either during his
employment or after it terminates make use of, or divulge to any person any
confidential information concerning the business or finances of the Group.  Confidential information includes, but is not
limited to the following:


 


(i)               trade secrets,
copyright material, intellectual and other similar property rights in products,
designs, developments or compiled information created by the Group, its
employees, consultants or others on its behalf;


 


(ii)              information identifying
customers for the products of services of the Group and prospective customers
to whom the Group has made a presentation or provided a quotation or
consultancy in relations to its products or services;


 


(iii)             market research collated
or commissioned by the Group for the purpose of identifying markets and/or
demand for the products of services of the Group or for new business areas for
the Group to enter into;


 


(iv)             information relating to
the identity of any company or business considered for acquisition by the Group
and information compiled for the purposes of that consideration;


 


(v)              information relating to
the financial status of the Company or any company within the Group and to any
proposal to close or dispose of any company within the Group;


 


(vi)             information relating to
the marketing of any product or service of the Group, and any pricing or
similar arrangement in force between the Group and any of its suppliers or
customers;


 


(vii)            information relating to
the Group’s internal policies, organisation, management, future plans and
staffing arrangements.


 


10.2            Clause 10.1 above
shall not apply to the extent the Employee by law shall be required to disclose
confidential information of the Group provided always that before disclosure is
made the Employee shall have informed the Group of the 


 





















 


requirement to
make disclosure so as to afford them the opportunity to make legal challenge
either on their own behalf or on behalf of the Employee that disclosure be
made.


 


10.3            Whenever requested to do
so by the Company, and in any event at the Termination Date, the Employee shall
return to the Company any document or copy document containing confidential
information in whatever form that confidential information may be held
including, and for the avoidance of doubt, any document held on a computer disc
or otherwise recorded by electronic means and whether or not the document but
for it holding confidential information would have been the personal property
of the Employee.


 


10.4            No copies of any document
holding confidential information shall be retained by the Employee after he has
been requested to return the document or after the Termination Date.


 


10.5            The restrictions in
clause 10.1 shall cease to apply to information or knowledge which may
(otherwise than where occasioned by the Employee) become available to the
public generally.


 


10.6            Where the Employee is
under notice to terminate his employment he shall not, otherwise than with the
consent of the Chief Executive in writing, destroy or otherwise dispose of or
part with possession of any documentation containing confidential information
of the Group.


 


10.7            These obligations imposed
by clause 10 are in addition to and not in substitution of any obligations
imposed upon the Employee by law.


 


11.              COMPANY PROPERTY


 


On the
termination of his employment for any reason or whenever requested by the
Company, the Employee shall deliver up to the Company originals and copies of
all documents, accounts, records, papers and all other property in his
possession or control which relate in any way to the property business or
affairs of the Company or the Group and he shall at the same time deliver up to
the Company all other property of the Company or the Group in his possession or
under his control.


 


12.              RETIREMENT


 


The Employee’s
employment shall terminate in any event on the date on which he reaches the age
of 65.


 





















 


13.              DEDUCTIONS FROM MONEY DUE TO THE EMPLOYEE


 


If at any time
money is owed and payable by the Employee to the Group whether under the
provisions of the Agreement or otherwise the Employee agrees that the Company
may deduct what is owed from any payment due (including salary or other
emoluments) to the Employee from the Company under the Agreement.


 


14.              TERMINATION


 


14.1            The employment of the
Employee may be terminated:


 


(i)               by the Employee on
giving the Company six months written notice; or


 


(ii)              by the Company on giving
the Employee 12 months written notice.


 


14.2            The Company has the
absolute discretion to terminate the Agreement with immediate effect by giving
notice of such termination and by paying to the Employee, in lieu of salary and
other benefits pursuant to the Agreement, an amount equal to the minimum salary
which the Employee would have earned from then until the first date upon which
his employment could, apart from this clause 14.2 have been lawfully
terminated, together with a further sum equivalent to the cost to the Company
of providing the benefits which the Employee would have received in such period.  Any such payment to the Employee will be
subject to tax and other statutory deductions required from time to time.


 


14.3            The Employee’s employment
may be terminated by the Company forthwith if:


 


(i)               he makes any
arrangements or composition with his creditors generally or there are grounds
under section 267 of the United Kingdom Insolvency Act 1986 for the
presentation of a creditor’s petition for a bankruptcy order to be made against
him or an interim receiver of his property is appointed under section 286
of that Act;


 


(ii)              he is convicted of a
criminal offence as a result of which he is sentenced to a term of
imprisonment;


 


(iii)             he commits any serious
breach of his duties or obligations under the Agreement;


 


(iv)             having committed any
breach of his obligations he fails to rectify such breach (if reasonably
capable of rectification) or commits a further or continuing breach after
warning by the Chief Executive;


 





















 


(v)              without good cause and
in any material respect his conduct is in the reasonable opinion of the Chief
Executive prejudicial to the interests of the Group.  In reaching any opinion convictions of a
criminal offence not covered by clause 14.3.2 or any breach of any
regulatory or business codes by the Employee may also be taken into account;


 


(vi)             being a director or
officer of any company of any company in the Group he resigns his directorship
or office without reasonable justification or becomes prohibited by law from
being a director or officer of a company;


 


(vii)            he becomes of unsound mind
or becomes a patient under the Mental Health Act 1983;


 


(viii)           by reasons of ill health or
incapacity he is prevented from performing his duties for periods, which have
exceeded in aggregate 182 calendar days in any 12 month period.


 


14.4            At the Termination Date
the Employee agrees that he shall resign (without prejudice to any right he may
have to claim compensation) from any directorship or other office of any
company with the Group to which he may be appointed.  The Employee further agrees that such company
shall make returns and/or file such documents with the Registrar of Companies
as shall give effect to that resignation. 
The Employee irrevocably authorises the Company to appoint any person in
his name and on his behalf to sign any documents or do any things necessary to
give effect to his obligations under this clause 14.5.


 


14.5            If the Employee’s
employment shall be terminated by reason only of the liquidation of the Company
for the purpose of amalgamation or reconstruction or the transfer of the business
of the Company to any other company within the Group and the Employee shall be
offered employment with any concern or undertaking resulting from such
amalgamation or reconstruction on terms no less favourable than the terms of
the Agreement the Employee shall have no claim against the Company in respect
of the termination of his employment hereunder.


 


15.              RESTRICTIONS


 


15.1            The Employee shall not at
any time during a period of six months after the Termination Date canvass or
solicit the custom of or deal with any customer in relation to the goods or
services which are provided at the Termination Date by the Company or by any
company in the Group for which the Employee has performed 


 





















 


substantial
executive services during the period of 12 months prior to the Termination
Date.


 


15.2            For the purposes of
clause 15.1 “customer” means any person from or company or organisation
who or which at any time during the period of 12 months preceding the
Termination Date was:


 


(i)               negotiating with the
Company or any company in the Group for the sale or supply of goods or
services;


 


(ii)              a client or customer of
the Company or of any company in the Group or in the Group for the sale or
supply of goods or services;


 


(iii)             in the habit of dealing
with the Company or with any company in the Group for the sale or supply of
goods of services


 


and with whom
the Employee had direct contract and material dealing during the 12 months
immediately preceding the Termination Date.


 


15.3            The Employee shall be
bound by the following restrictions in respect of any person employed by the
Group in an executive, managerial, technical or sales capacity who is an
employee of the Group at the Termination Date and with whom the Employee has
had direct contact or dealing in the 12 months prior to the Termination
Date (“Protected Employee”):


 


(i)               the Employee shall not
(whether directly or indirectly) at any time during the period of 6 months
after the Termination Date in connection with any business in or proposing to
be in competition with the Company or with any company in the Group for which
the Employee has performed substantial executive services during the period of
12 months prior to the Termination Date employ or offer to a Protected
Employee any alternative employment or attempt in any way to persuade a
Protected Employee to enter into any alternative employment or to leave the
employment of the Company or the Group;


 


(ii)              the Employee shall
during a period of 6 months after the Termination Date use his best endeavours
to prevent any person from or Company with whom he may be engaged or connected
and which is involved in or proposes to be involved in any business which is in
competition with the Company or with any company in the Group for which the
Employee has performed substantial executive services during the period of
12 months prior to the 


 





















 


Termination Date from employing or offering
to a Protected Employee any alternative employment or from attempting in any
way to persuade a Protected Employee to enter into any alternative employment
or to leave the employment of the Company or the Group.


 


15.4            Without the consent in
writing of the Chief Executive the Employee shall not at any time during the
continuance of the Agreement or within a period of six months after the
Termination Date:


 


(i)               be involved in, allow
his name to be associated with, or provide consultancy or assistance to, the
mounting of any take over or similar bid for the Company; and


 


(ii)              identify for acquisition
to any third party or become involved in any offer to acquire or for the
management buy-out of any company in the Group or any business activity of the
Group.


 


15.5            The Employee shall not at
any time after the Termination Date represent himself or cause or permit
himself to be represented as being in any way connected with the Group.


 


15.6            The restrictions in
clause 15 shall cover all actions by the Employee in whatever capacity and
whether directly or indirectly through any third party, agent, company,
partnership, employee, employer, associate (within the meaning of section 435
of the United Kingdom Insolvency Act 1986) or trust which if done by him
personally would breach the provisions of the clause.


 


15.7            Whilst the restrictions in
this clause 15 are regarded by the parties as fair and reasonable, it is
hereby declared that each of the restrictions in this clause 15 is
intended to be separate and severable. 
If any restriction is held by to be unreasonably wide but would be valid
if part of the wording were deleted, such restriction will apply with so much
of the wording deleted as may be necessary to make it valid.


 


16.              GRIEVANCES AND DISCIPLINARY MATTERS


 


16.1            The Company has a
disciplinary procedure, which is available from the Group Human Resources
Directorate.  The Employee agrees that he
will comply with SIRVA’s Code of Conduct as amended from time to time.


 


16.2            The Employee shall bring
any grievances or any appeal against a disciplinary decision in writing to the
Chief Executive.  The decision of the
Chief Executive shall be final.


 





















 


16.3            If there shall be
reasonable grounds to believe that the Employee has been guilty of serious
misconduct the Company may suspend him from his duties and exclude the Employee
from attendance at any premises of the Group until such time as an
investigation and/or any disciplinary hearing which may result can be
concluded.  During any period of
suspension the Employee shall be entitled to receive his normal salary and
benefits.


 





















 


	
  SIGNED
  by:

  	
   

  	
  /s/
  TODD W. SCHORR

  
	
   

  	
   

  	
   

  
	
  Duly
  authorised to sign for and on behalf of 

  SIRVA UK Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by
  Kevin Pickford:

  	
   

  	
  /s/
  KEVIN PICKFORD