EX-10.5 EMPLOYMENT AGREEMENT FOR DAVID A. ISAAC

EXHIBIT 10.5

CRAWFORD & COMPANY

Employment Agreement for David A. Isaac

Effective January 1, 2006

CRAWFORD & COMPANY

Employment Agreement for David A. Isaac

Effective January 1, 2006

     THIS EMPLOYMENT AGREEMENT by and among Crawford & Company, a Georgia corporation (the “Company”), The Garden City Group, Inc., a Delaware corporation wholly owned by the Company (“GCG”), and David A. Isaac (“Executive”) became effective as of January 1, 2006 (the “Effective Date”). This Employment Agreement (the “Agreement”) has been executed and entered into by all of the parties hereto on September 19, 2006 (the “Signing Date”).

WITNESSETH

     WHEREAS, the Company and GCG desire that Executive be employed as Chief Executive Officer of GCG, and Executive desires to accept such employment, on the terms and conditions herein set forth.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and adequacy of which the parties each hereby acknowledge, the Company, GCG and Executive hereby agree as follows:

1.

Employment.

     GCG hereby agrees to employ Executive as its Chief Executive Officer, and Executive hereby agrees to accept such employment during the Term as defined in Section 2 (subject to Sections 6 and 7) and to serve in such capacities from and after January 1, 2006, upon the terms and conditions set forth in this Agreement. Prior to January 1, 2006, Executive served as President of GCG, pursuant to the terms of an employment agreement dated as of January 1, 2002 (the “Prior Employment Agreement”). The Prior Employment Agreement is superseded in its entirety by this Agreement, and shall have no further effect after December 31, 2005; provided, however, that (i) Executive’s employment by GCG is a continuation of his employment under the Prior Employment Agreement; (ii) any payments to Executive made under the Prior Employment Agreement for services in 2006 shall be credited against the obligations of GCG or the Company hereunder (subject to Section 4(d)); and (iii) Executive remains entitled to all rights and benefits accrued under the Prior Employment Agreement as of December 31, 2005 to the extent such rights and benefits remain unpaid and to the extent such rights and benefits are not duplicated under this Agreement.

2.

Term.

     The term of employment of Executive under this Agreement (the “Term”) shall be the period commencing on January 1, 2006 and ending on December 31, 2010 and any period of extension thereof in accordance with this Section 2, except that the Term will end at a date, prior to the end of such period or extension thereof, specified in Section 6 or 7 in the event of termination of Executive’s employment. The Term, if not previously ended, shall be extended

automatically without further action by either party by one additional year (added to the end of the Term) first on December 31, 2010 (extending the Term to December 31, 2011) and on each succeeding December 31 thereafter, unless either party shall have served written notice in accordance with Section 12(d) upon the other party on not later than the August 31 before the December 31 extension date electing not to extend the Term further as of that December 31 extension date, in which case employment shall terminate on that December 31 and the Term shall end at that date, subject to earlier termination of employment and earlier termination of the Term in accordance with Section 6 or 7. The foregoing notwithstanding, in the event there occurs a Change of Control during the Term, the Term will extend until the later of December 31, 2012 or the date two years after the Change of Control (subject to Section 6 or 7), and, in the latter case, the Term will be automatically extended at any non-December 31 termination date (i.e., the date two years after the Change of Control, if applicable) to the next December 31 unless either party shall have served written notice 120 days before that non-December 31 termination date (in the manner specified in this Section 2) not to extend the Term at that date.

3.

Offices and Duties.

     The provisions of this Section 3 will apply during the Term, except as otherwise provided in Section 7(b) and 7(d):

     (a)  Generally. Executive shall serve as the Chief Executive Officer of GCG. Executive shall have and perform such duties, responsibilities, and authorities as are customary for the Chief Executive Officer of GCG, with his principal area of authority and responsibility being for all daily activities and/or the direction of daily activities regarding all operations of GCG. Executive shall also have authority and responsibility for marketing GCG’s services to clients and prospective clients, providing advice and assistance in enhancing GCG’s services to meet the needs of new clients or prospective clients, and enhancing GCG’s position in the marketplace. Executive shall devote his full business time and attention, and his best efforts, skills, abilities, experience, and talent, to the position of Chief Executive Officer of GCG and for the businesses of GCG, except that Executive (i) may make personal and family investments which are not in conflict with his duties hereunder and manage personal and family financial and legal affairs, (ii) undertake public speaking engagements, and (iii) serve as a director of (or similar position with) any educational, charitable, community, civic, religious, or similar type of organization, so long as such activities (i.e., those listed in clauses (i) through (iii)) do not preclude or render unlawful Executive’s employment or service to GCG or otherwise materially conflict with the performance of Executive’s duties under this Agreement or impair the business of GCG, the Company or any of their subsidiaries. The existence of any such material conflict shall be determined in good faith by the GCG Board. Executive will report directly to the Chairman of the Board of GCG and to the President of the Company and the Executive Vice President of the Company who is overseeing the GCG business. Executive’s title, position, duties, responsibilities and authorities set forth in this Section 3(a) are material provisions of this Agreement.

     (b)  Place of Employment. Executive’s principal place of employment shall be in the New York City metropolitan area. Executive shall perform his duties from such location, except for business travel. The provisions of this Section 3(b) are material provisions of the Agreement.

4.

Salary, Annual Incentive Compensation, Commissions and True-Up.

     As partial compensation for the services to be rendered hereunder by Executive, GCG agrees to pay to Executive during the Term the compensation set forth in this Section 4.

     (a) Base Salary. GCG will pay to Executive during the Term a base salary at the annual rate of $600,000, payable in accordance with GCG’s usual payroll practices with respect to senior executives (with transition payments to cover periods prior to the Signing Date, and subject to any permitted deferrals under GCG or Company deferral plans). Executive’s annual base salary shall be reviewed by GCG at least annually during the Term, beginning in 2007, and, with the approval of the Company’s Executive Vice President or higher officer of the Company, may be increased above, but may not be reduced below, the then-current rate of such base salary. For purposes of this Agreement, “Base Salary” means Executive’s then- current base salary. Payment of unpaid Base Salary for the period from the Effective Date to the Signing Date shall be made together with the regularly scheduled salary payment for the payroll period which includes the first business day after the Signing Date.

     (b)  Annual Incentive Compensation. GCG will pay to Executive annual incentive compensation for service during the Term, which shall offer to Executive an opportunity to earn additional compensation based upon performance in amounts determined in accordance with this Section 4(b). For each fiscal year of GCG during the Term, this annual incentive opportunity shall be in the form of a “Profit Participation,” entitling Executive to an annual incentive payment as follows:

For 2006:

Payment Level		Payment Amount		Required Annual Performance
Minimum		$250,000		10% growth in GCG pre-tax income
Target		$400,000		15% growth in GCG pre-tax income
Maximum		$600,000		20% growth in GCG pre-tax income

For 2007 and later years:

Payment Level		Payment Amount		Required Annual Performance
Minimum		$250,000		10% growth in three-year average GCG pre-tax income
Target		$400,000		15% growth in three-year average GCG pre-tax income
Maximum		$600,000		20% growth in three-year average GCG pre-tax income

Pre-tax income shall be determined based on pre-tax income of GCG determined in connection with the preparation of the Company’s audited financial statements determined in accordance with GAAP as applied by the Company in each relevant year. For this purpose (and for purposes of Section 5(a)(ii)), pre-tax income shall be determined before taxes but after expense (including expense for profit participations, equity awards, services paid for by the Company for the benefit of GCG (to be re-evaluated annually as agreed to by Executive and the Executive Vice President of the Company overseeing the GCG business), and interest on borrowed funds

(if any) at the Company’s prevailing rate of interest). For the 2006 performance year, growth shall be measured comparing the pre-tax income in 2006 to the 2005 pre-tax income target amount of $9.239 million. For the 2007 and later performance years, growth shall be measured comparing the pre-tax income in the relevant performance year to the average actual pre-tax income in the three preceding years (for this purpose, GCG’s actual pre-tax income, calculated in accordance with this Section 4(b), for 2005 was $17.606 million and for 2004 was $8.217 million). For cumulative performance between Minimum and Target or between Target and Maximum, straight-line interpolation will apply. For each year in the Term, no amount will be payable for cumulative performance less than 10% growth and the maximum amount payable will be $600,000. Payment of this annual incentive shall be required to be made by March 15 of the year following the performance year, provided, however, that if audited financial statements of the Company for the performance year have not been prepared and completed by March 15 of the following year due to circumstances unforeseeable at the Signing Date, the payment of the annual incentive shall be delayed until 15 days after delivery of such audited financial statements. This provision will be subject to Section 4(e) in the event of a merger or other acquisition affecting GCG.

     (c)  Commissions on Fee Revenue. Executive will be entitled to a commission paid by GCG based on the gross fee revenues of GCG during the Term actually recognized on GCG’s books and records less reasonable reserves for bad debt, from cases and projects that commenced since the July 4,1996, net of pass-through expenses billed to clients, in an amount equal to three percent (3%) of such gross fee revenues per calendar year. For this purpose, fees shall include revenues earned by GCG related to advertising placed by GCG for clients and revenues earned from money management and cash deposit services, but shall exclude any revenues resulting from an acquisition or merger whenever recognized by GCG. These commissions will be earned when revenue is recognized on GCG’s books and records less bad debts, and will be payable by GCG to Executive semi-annually in January and July of each year; provided, however, that a quarterly payment will be made in October 2006, with any amount payable hereunder for periods in 2006 prior to the Signing Date in excess of commissions on fee revenue already paid in 2006 to be included in that quarterly payment. This provision will be subject to Section 4(e) in the event of a merger or other acquisition affecting GCG.

     (d)  True-Up Payment for 2006. Following completion of 2006 and determination of payments due hereunder for 2006, if the Term did not end on or before December 31, 2006, the Company shall determine whether a payment (the “True-Up Payment”) is due under this Section 4(d) and shall promptly pay such amount. The True-Up Payment shall be equal to the following:

(A) The sum of the amounts that would have been payable to Executive for 2006 (including any amounts in fact paid) under Sections 4.2 and 4.3 of the Prior Employment Agreement, assuming it had remained in effect throughout 2006, minus the sum of (B) the amounts paid or payable under Sections 4(b) and 4(c) of this Agreement and (C) $250,000.

If the True-Up Payment amount is zero or a negative amount, no payment will be made under this Section 4(d) and no other adjustment will be made hereunder. Payment under this Section 4(d) will be due by the deadline for payment under Section 4(b).

     (e)  Effect of Expansion of GCG Business Through Acquisition. In the event of a merger or acquisition by GCG or in the event of a disposition by GCG, the Company and Executive

shall negotiate and agree upon adjustments to the determination of pre-tax income for purposes of Section 4(b) and 5(a)(ii) and in the provision for commissions on fee revenue under Section 4(c) so as to preserve the incentive opportunities provided hereunder, subject to the following:

	(i)		Such adjustments shall be considered and agreed upon together with, and shall be generally consistent with, adjustments to GCG’s Incentive Compensation Bonus Pool (the “ICBP”) or any successor thereto.
	(ii)		In adjusting commissions on fee revenues under Section 4(c), with regard to cases and projects of a company acquired by or merged with GCG, Executive will be entitled to commissions hereunder in respect of fee revenues resulting from additions and extensions of such cases and projects acquired and on any new cases or projects of such acquired company, but the existing cases and projects at the time of the acquisition (including the scope thereof and expected revenues) shall be documented in writing at the time of the acquisition in a manner satisfactory to the Company and Executive in order to establish that an event thereafter should be deemed an addition or extension to any such case or project).
	(iii)		If the Company, GCG, and Executive cannot agree upon the appropriate manner for adjusting the incentive opportunities affected by such a merger or acquisition or disposition within 90 days after completion of the transaction, the parties agree that they will submit to mediation leading to binding arbitration (any such arbitration to be in accordance with Section 11 (b)). No dispute under this Section 4(e) other than failure to comply with a binding agreement resolving the issues under this Section 4(e) (including but not limited to as a result of mediation or arbitration) shall constitute Cause under Section 8(a) or Good Reason under Section 8(e) hereof.
	5.		Long-Term Compensation, Including Restricted Stock, PSUs, Benefits, and Expense Reimbursement, and Other Provisions.

     (a)  Executive Compensation Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all long-term executive compensation plans and programs intended for general participation by senior executives of GCG, as presently in effect or as they may be modified or added to by GCG or the Company from time to time, subject to the eligibility and other requirements of such plans and programs. In addition to the foregoing:

(i)

Restricted Stock. The Company shall grant Executive, as of the Signing Date (i.e., the date that this Agreement has been executed by all of the parties hereto), 25,000 shares of Restricted Stock under and subject to the terms of the Company’s Executive Stock Bonus Plan (the “Restricted Stock”). The Restricted Stock shall vest in full on January 1, 2007, subject to accelerated vesting upon a Change of Control or as otherwise provided in this Agreement. Restricted Stock shall be subject to adjustment in the event of a corporate transaction, in accordance with Section 10 of the Executive Stock Bonus Plan. Other terms of

			the Restricted Stock shall be governed by the Executive Stock Bonus Plan and the Restricted Stock Agreement thereunder.
	(ii)		Performance Share Units. The Company shall grant to Executive as of the Signing Date an award of Performance Share Units (the “PSUs”) under the Company’s Executive Stock Bonus Plan, as follows (See attachment entitled “Performance Shares Award Accounting Impact Summary”):
			Target PSUs Granted:           250,000.
			Performance Goal: Compound annual growth rate (CAGR) in GCG’s pre-tax income in the 2006 — 2010 period. Pre-tax income will be determined in the same manner as under Section 4(b) (and subject to Section 4(e)), with growth measured comparing the pre-tax income in each performance period to the target 2005 pre-tax income amount of $9.239 million.
			Opportunity to Earn PSUs: The PSUs will be earned based on performance in two different performance periods, 2006 — 2008 and 2006 — 2010, as specified below; provided, however, that no PSUs will be earned unless pre-tax income in either 2007 or 2008 (in respect of the 2006 — 2008 performance period) or pre- tax income in either 2007, 2008, 2009 or 2010 (in respect of the 2006 – 2010 performance period) exceeds the 2005 pre-tax income target amount (except any payout under Section 6 or 7 shall not be subject to this proviso). For performance between Minimum and Target or between Target and Maximum in each performance period, straight-line interpolation will apply.
			For the 2006 — 2008 performance period:

						Required Performance
Earning Level		PSUs Earned				(2006 -2008)
Minimum			75,000			10% CAGR in GCG pre-tax income
Target			150,000			15% CAGR in GCG pre-tax income
Maximum			187,200			20% CAGR in GCG pre-tax income

For the 2006 — 2010 performance period:

				Required Performance
Earning Level		PSUs Earned		(2006-2010)
Minimum		125,000 minus number of PSUs earned for 2006 - 2008 performance period		10% CAGR in GCG pre-tax income
Target		250,000 minus number of PSUs earned for 2006 - 2008 performance period		15% CAGR in GCG pre-tax income
Maximum		250,000 minus number of PSUs earned for 2006 - 2008 performance period		20% CAGR in GCG pre-tax income

			Service-based vesting and settlement of PSUs: PSUs earned for the 2006 – 2008 performance period will become vested if Executive has been continuously employed by GCG or the Company through December 31, 2008, and the vested PSUs up to the Target level will be settled by delivery of one share for each PSU not later than March 15, 2009; provided, however, that if audited financial statements of the Company have not been prepared and completed by March 15, 2009 due to circumstances unforeseeable at the Signing Date, the PSUs shall not be settled until 15 days after delivery of such audited financial statements. Subject to Section 5(e), the PSUs earned for the 2006 – 2008 performance period in excess of the Target level will be settled by delivery of one share for each PSU at the time PSUs earned for the 2006 – 2010 performance period are settled, but not later than March 15, 2011.
			PSUs earned for the 2006 – 2010 performance period will become vested if Executive has been continuously employed by GCG or the Company through December 31, 2010, and will be settled by delivery of one share for each PSU not later than March 15, 2011; provided, however, that if audited financial statements of the Company have not been prepared and completed by March 15, 2011, due to circumstances unforeseeable at the Signing Date, the PSUs for the 2006 – 2010 performance period shall not be settled until 15 days after delivery of such audited financial statements. Any PSUs not earned and vested as of December 31, 2010 shall be forfeited.

Accelerated vesting and settlement upon a Change of Control. In the event of a Change of Control during the Term, the PSUs (including the Supplemental PSU grant described below, if it has been granted at the time of the Change of Control) shall be deemed to be earned in accordance with the provisions above relating to the 2006 – 2010 performance period (including provisions for subtraction of PSUs earned in 2006 – 2008 performance period, if any) based on CAGR from the beginning of the period through the date of the Change of Control (determined in good faith by the Company’s Board), with all earned PSUs, together with any PSUs previously earned in the 2006 – 2008 performance period (including PSUs earned for above-Target performance) to be vested and settled upon occurrence of the Change of Control. Any unvested PSUs shall continue to be subject to the provisions of Section  5(a)(ii) or shall be replaced with an incentive arrangement providing for comparable incentive opportunities.

The foregoing (and other provisions of this Agreement) notwithstanding, Executive will be entitled to any more favorable terms applicable to the PSUs under Section 11 of the Executive Stock Bonus Plan.

			Other terms. PSUs shall be subject to adjustment in the event of a corporate transaction, in accordance with Section 10 of the Executive Stock Bonus Plan. Other terms of the PSUs shall be governed by the Executive Stock Bonus Plan and the Performance Share Units Agreement thereunder.
			Supplemental PSU grant. The Company will consider the grant to Executive a supplemental award of PSUs during the first two months of 2007, if Executive remains employed at the time of the grant. Such award of PSUs, would give Executive the opportunity to earn an additional 62,000 PSUs for performance in a 2007 – 2010 performance period, less the number of PSUs in excess of 125,000 earned for the 2006 – 2008 performance period. Such supplemental PSUs will be earned based on a level of performance as specified by the Committee but not exceeding the performance that would be required in the remainder of the 2006 – 2010 performance period in order that CAGR in GCG pre-tax income in the 2006 – 2010 performance period would fall between 15% (minimum) and 20% (maximum). The supplemental PSU award will be deemed earned by straight-line interpolation between the minimum performance and maximum performance, which shall determine the portion of the 62,000 PSUs earned (e.g., performance that exceeds the minimum level by 20% of the difference between minimum and maximum will mean the gross number of the supplemental PSUs earned is 12,400), subject to a maximum overall limitation of PSUs earned for the 2006 – 2010 performance period equal to the sum of the PSUs and supplemental PSUs earned for such performance period less the number of PSUs earned for the 2006 – 2008 performance period.
			Pro rata earning of PSUs. To determine the number of PSUs earned and to be settled on a pro rata basis in circumstances in which a payout of pro rata PSUs is authorized under Section 6 or 7, the following procedure for calculating the pro rata payouts will apply: First, the gross number of PSUs deemed to be earned shall be calculated in accordance with the provisions of Section 5(a)(ii) for the 2006 – 2008 performance period, if termination occurs before 2009, and also (in all cases if termination occurs in the period 2006 – 2010) for the 2006 – 2010 performance period, in each case based on CAGR from January 1, 2006 through the date of the termination event (determined in good faith by the Company’s Board). For purposes of this pro rata earning calculation, the gross number of PSUs potentially earnable for Maximum performance in the 2006 – 2010 performance period shall be deemed to be 312,000 (rather than 250,000), regardless of whether the supplemental PSUs have been granted, provided that, if the supplemental PSUs have not been granted, the maximum pro rated number of PSUs that may be deemed earned is 250,000. Second, there shall be subtracted from the gross number of PSUs deemed earned for the 2006 – 2010 performance period that number of PSUs actually earned in respect of the 2006 – 2008 performance period, if the 2006 – 2008 performance period has been completed, or, if not, the gross number of such PSUs that would have been earned for the 2006 – 2008 performance period calculated under this provision (without regard to proration). Third, if the 2006 – 2008 performance period has not been completed, the gross number of PSUs with respect to that performance period shall be pro rated by multiplying the number of PSUs determined by a fraction the numerator of which is the number of days Executive was employed

			from January 1, 2006 through the date of termination and the denominator of which is the number of days in the 2006 – 2008 performance period. Fourth, the number of PSUs for the 2006 – 2010 performance period determined under the second step shall be pro rated by multiplying that number of PSUs by a fraction the numerator of which is the number of days Executive was employed from January 1, 2006 through the date of termination and the denominator of which is the number of days in the 2006 – 2010 performance period. Fifth: The sum of the number of PSUs determined under the third and fourth steps (together with any PSUs actually earned and vested for the 2006 – 2008 performance period in excess of the Target level but not previously settled) will be settled as promptly as practicable by delivery of shares to Executive (or his estate), subject to Section 5(e). Unearned PSUs will be forfeited. The supplemental PSUs will not be separately taken into account in this pro rationing provision).
	(iii)		Stock Options/Equity Awards. Executive shall be entitled to participate in the stock option or other equity award plans of the Company.

     (b)  Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of GCG or the Company, as presently in effect or as they may be modified or added to by GCG or the Company from time to time, if and to the extent such plans are generally available to other senior executives or employees of GCG, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing retirement benefits, medical insurance and health benefits, life insurance, disability insurance, accidental death or dismemberment insurance, and welfare benefits, as well as savings, profit-sharing, and stock ownership plans.

     In furtherance of and not in limitation of the foregoing, during the Term, GCG, at its own expense, will provide the following benefits to Executive:

	(i)		Vacation. Executive will participate as the Chief Executive Officer of GCG in GCG executive and employee vacation and time-off programs; provided that Executive shall be entitled to a minimum of four weeks of vacation per year, exclusive of GCG holidays;
	(ii)		Life Insurance. In addition to $500,000 life insurance policy currently maintained for Executive, Executive shall be entitled to a life insurance policy providing a death benefit of $1.0 million (collectively with current policy, $1.5 million), provided that the cost of the additional policy shall not exceed standard rates. If the cost of such an additional policy would exceed standard rates, Executive shall be entitled to an additional life insurance policy providing the largest death benefit that can be purchased for an amount equal to the standard-rate cost of the $1.0 million policy.
	(iii)		Short-Term Disability. Executive shall be entitled to a short-term disability benefit of 60% of Base Salary for up to six months.
	(iv)		Long-Term Disability. Executive shall be entitled to long-term disability insurance, with a monthly benefit of $15,000 to Executive for the duration of the

			disability (up to age 65 or, for such longer period permitted under GCG’s long-term disability policy), commencing with the expiration of short-term disability benefits.
	(v)		Car Expense. Executive shall be entitled to $1,000 per month to cover the costs of an automobile and associated insurance.

GCG and the Company shall have the right to purchase key man or other insurance on the life of Executive to fund welfare and employee benefits (including the obligations under this Section 5b).

     (c)  Reimbursement of Expenses. GCG will promptly reimburse Executive for all out-of-pocket business expenses and disbursements reasonably incurred by Executive in the performance of Executive’s duties during the Term, subject to Executive’s furnishing GCG with evidence reasonably satisfactory to GCG (such as receipts) substantiating the claimed expenditures (such expenses being commensurate with the office and executive position of Executive hereunder) in accordance with GCG’s reimbursement policies as in effect from time to time.

     (d)  Company Registration Obligations. The Company will use its best efforts, at its own expense, to file with the Securities and Exchange Commission and thereafter maintain the effectiveness of one or more registration statements registering under the Securities Act of 1933, as amended (the “1933 Act”), the offer and sale of shares by the Company to Executive pursuant to stock options, the Restricted Stock, PSUs and any other equity-based awards granted to Executive under the Executive Stock Bonus Plan, other Company plans or apart from a Company plan. In addition, (i) if shares of Company stock are acquired by Executive under this Agreement in a transaction resulting in the acquired shares being “restricted securities” for purposes of the 1933 Act, (ii) if Rule 144 under the 1933 Act is not available for the sale by Executive of his Company stock acquired under this Agreement, or (iii) if Executive’s aggregate holdings of Company stock exceed the then applicable volume limitation under Rule 144 under the 1933 Act such that such holdings could not be promptly resold (i.e., within a three-month period) under Rule 144, the Company will, upon request of Executive, use its best efforts to file a registration statement (or amend a previously filed registration statement) registering the reoffer and resale of shares acquired by Executive from the Company pursuant to this Agreement and thereafter to maintain the registration statement in effect (including a current reoffer prospectus) for a period of one year.

     (e)  Limitations Under Code Section 409A. In the event that, as a result of Section 409A of the Internal Revenue Code (the “Code”) (and any related regulations or other pronouncements), any of the payments that Executive is entitled to under the terms of this Agreement or any other plan or arrangement of GCG or the Company involving deferred compensation (as defined under Code Section 409A) may not be made at the time contemplated by the terms thereof without causing Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of payment is the sole cause of such adverse tax consequences, GCG or the Company will make such payment on the first day permissible under Code Section 409A without Executive incurring such adverse tax consequences (such delay will not affect the timing of any installments or other payments otherwise payable after the six-month delay period imposed under Section 409A). In particular, with respect to any payment triggered by termination of

employment hereunder, in the event of any delay in the payment date as a result of Code Section 409A(a)(2)(A)(i) and (B)(i), GCG or the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. In addition, other provisions of this Agreement or any other such plan or arrangement notwithstanding, GCG and the Company shall have no right to accelerate or delay any such payment or to make any such payment as the result of any specific event except to the extent permitted under Section 409A.

6.

Termination Due to Death or Disability.

     (a)  Death. In the event of Executive’s death which results in the termination of Executive’s employment, the Term will terminate, all obligations of GCG, the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after death, and GCG or the Company will pay Executive’s estate (which term includes a beneficiary in any case in which a beneficiary is validly designated), and Executive’s estate will be entitled to receive, the following:

	(i)		Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
	(ii)		Executive’s estate shall continue to receive payment of Executive’s Base Salary for six months after death;
	(iii)		In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s death occurred, an amount equal to the annual incentive compensation that was payable in the previous year (or would have been payable in 2005 if death occurs in 2006) multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of his death and the denominator of which is 365;
	(iv)		The Restricted Stock granted under Section 5(a)(i) and not previously vested will vest in an amount equal to the total number of shares of Restricted Stock granted multiplied by a fraction the numerator of which is the number of days Executive was employed since January 1, 2006 and the denominator of which is 365. Such vested shares will be delivered to the authorized representatives of Executive’s estate as promptly as practicable;
	(v)		The True-Up Payment shall be payable in accordance with the formula in Section 4(d), except that any payment to Executive under this Section 6(a) of an amount provided for or calculated under Section 4(b) or 4(c) or in lieu of such an amount shall be treated as a payment under Sections 4(b) and 4(c);
	(vi)		PSUs granted under Section 5(a)(ii) and not previously vested under Section 5(a)(ii) as a result of a Change of Control or forfeited will be deemed earned on a pro rata basis and settled as specified under the subheading “Pro rata earning of PSUs” in Section 5(a)(ii);
	(vii)		For a period of two years after Executive’s death, Executive’s estate shall be paid commissions pursuant to Section 4(c) hereof on any fee revenue derived from business that was initiated before the date of death, and shall be entitled to

			payment of the Profit Participation under Section 4(b) for the year of death and continuing during the period of two years after Executive’s death; provided that the Profit Participation payments initially payable hereunder shall be offset by the amount paid pursuant to Section 6(a)(iii), and the Profit Participation payable for the second calendar year following death will be prorated by determining the amount for the full year multiplied by a fraction the numerator of which is the number of days from January 1 of that year through the second anniversary of Executive’s death and the denominator of which is 365. For purposes of this provision, business is “initiated” if there is written documentation establishing a firm engagement for specified services of GCG on a particular case or otherwise documented under GCG’s current policy for opening a case; and
	(viii)		All other rights to compensation following death payable by GCG or the Company to Executive’s estate, including benefits, shall be determined in accordance with the plans, policies and practices of GCG and the Company as then in effect.

     (b)  Disability. GCG may terminate the employment of Executive hereunder due to the Disability (as defined in Section 8(d)) of Executive. Such employment shall terminate at the time a Notice of Termination is given (or at such later date as may be specified in the Notice of Termination), unless Executive has returned to service and presented to GCG a certificate of good health prior to such termination as specified in Section 8(d). Upon termination of employment due to Disability, the Term will terminate, all obligations of GCG, the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Disability, and GCG or the Company will pay Executive, and, subject to Executive’s continuing compliance with the terms of this Agreement, Executive will be entitled to receive, the following:

	(i)		Executive’s Compensation Accrued at Termination;
	(ii)		Executive shall continue to receive payment of Executive’s Base Salary for six months after termination, reduced by any disability benefits paid in lieu of Base Salary under GCG’s or the Company’s employee benefit plans or programs then in effect;
	(iii)		In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s termination occurred, an amount equal to the annual incentive compensation that was payable in the previous year (or would have been payable in 2005 if termination occurs in 2006) multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of his termination and the denominator of which is 365;
	(iv)		The Restricted Stock granted under Section 5(a)(i) and not previously vested will vest in an amount equal to the total number of shares of Restricted Stock granted multiplied by a fraction the numerator of which is the number of days Executive was employed since January 1, 2006 and the denominator of which is 365. Such vested shares will be delivered to Executive as promptly as practicable;

	(v)		The True-Up Payment shall be payable in accordance with the formula in Section 4(d), except that any payment to Executive under this Section 6(b) of an amount provided for or calculated under Section 4(b) or 4(c) or in lieu of such an amount shall be treated as a payment under Sections 4(b) and 4(c);
	(vi)		PSUs granted under Section 5(a)(ii) and not previously vested under Section 5(a)(ii) as a result of a Change of Control or forfeited will be deemed earned on a pro rata basis and settled as specified under the subheading “Pro rata earning of PSUs” in Section 5(a)(ii);
	(vii)		For a period of two years after Executive’s termination, Executive shall be paid commissions pursuant to Section 4(c) hereof on any fee revenue derived from business that was initiated before the date of termination, and shall be entitled to payment of the Profit Participation under Section 4(b) for the year of termination and continuing during the period of two years after Executive’s termination; provided that the Profit Participation payments initially payable hereunder shall be offset by the amount paid pursuant to Section  6(b)(iii), and the Profit Participation payable for the second calendar year following termination will be prorated by determining the amount for the full year multiplied by a fraction the numerator of which is the number of days from January 1 of that year through the second anniversary of Executive’s termination and the denominator of which is 365. For purposes of this provision, business is “initiated” if there is written documentation establishing a firm engagement for specified services of GCG on a particular case, or otherwise documented under GCG’s current policies for opening a case; and
	(viii)		All other rights to compensation following termination due to Disability payable by GCG or the Company to Executive, including benefits, shall be determined in accordance with the plans, policies and practices of GCG and the Company as then in effect.

     (c)  Other Terms of Payment Following Death or Disability. Nothing in this Section 6 shall limit the benefits payable or provided in the event Executive’s employment terminates due to death or Disability under the terms of plans or programs of GCG or the Company more favorable to Executive (or his beneficiaries) than the benefits payable