EXHIBIT 4.1
CRAWFORD &
COMPANY
EXECUTIVE STOCK BONUS
PLAN
AS AMENDED AND RESTATED MARCH 1,
2008 AND AS AMENDED FEBRUARY 3, 2009
SECTION 1.
Background . The Board of Directors of
Crawford & Company, a Georgia corporation, adopted the
Crawford & Company Executive Stock Bonus Plan, pursuant to
which certain of the Key Employees of the Company and Subsidiary
Corporations could be granted Restricted Stock and Performance
Share Units, effective March 1, 2005 (the “Original
Plan”). The Plan, as set forth in this document, is an
amendment and restatement of the Original Plan, adopted by the
Board as of March 1, 2008. The Plan, as so amended and
restated, provides also for the grant of Options to certain Key
Employees. The amended and restated Plan was approved by the
shareholders of the Company on May 6, 2008. The amended and
restated Plan was again amended by the Board on February 3,
2009 to increase the number of shares available under the Plan from
4,000,000 to 8,000,000 shares of Class A Common Stock of the
Company. This amendment was approved by the shareholders of the
Company May 5, 2009.
SECTION 2. Purpose of
Plan . The purpose of the Plan is to strengthen the
Company and those corporations which are or later become Subsidiary
Corporations, by providing to specific Key Employees added
incentives for high levels of performance and to encourage stock
ownership in the Company.
SECTION 3.
Definitions:
(a) “Award” means
a Restricted Stock, Performance Share Unit or Option
award.
(b) “Award
Agreement” means the document that sets forth the terms
and conditions of an Award.
(c) “Board” means
the Board of Directors of the Company.
(d) “Code” means
the Internal Revenue Code of 1986, as amended.
(e) “Code
Section 409A” means Section 409A of the Code
and all applicable regulations and other guidance issued under or
related to Section 409A of the Code.
(f) “Committee”
means the Nominating/Corporate Governance/Compensation Committee of
the Board, or such other or successor committee as the Board may,
from time to time, establish.
(g) “Company”
means Crawford & Company, a Georgia corporation, and any
successor to such corporation.
(h) “Covered
Employee” means, with respect to any grant of an Option
or Performance Share Unit, a Key Employee who the Committee
determines is, or may be or become, a “covered
employee” as defined in Section 162(m)(3) of the Code
for a year.
(i) “Fair Market
Value” means (1) the closing price for a share of
Stock on the New York Stock Exchange (or if Stock is no longer
traded on the New York Stock Exchange, on the exchange or quotation
system which reports or quotes the closing price for a share of
Stock) as accurately reported for any date (or, if no shares of
Stock are traded on such date, for the immediately preceding date
on which shares of Stock were traded) in The Wall Street
Journal (or if The Wall Street Journal no longer reports
such price, in a newspaper or trade journal selected by the
Committee) or (2) if no such price quotation is available, the
price which the Committee, acting in good faith, determines through
any reasonable valuation method that a share of Stock might change
hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts. Notwithstanding the foregoing, any
determination of Fair Market Value shall be consistent with Code
Section 409A to the extent applicable.
(j) “Incentive Stock
Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.
(k) “Individual Performance
Goals” means the goal or goals, if any established by the
Committee for individual performance measures, based on such
objective or subjective criteria as the Committee deems
appropriate.
(l) “Key
Employee” means a salaried employee of the Company or a
Subsidiary Corporation, as selected by the Committee.
(m) “Non-Qualified Stock
Option” means an Option not intended to qualify as an
Incentive Stock Option.
(n) “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option
awarded in accordance with Section 9 of this Plan.
(o)
“Optionholder” means a person to whom an Option
is granted pursuant to the Plan or, if applicable, such other
person who holds an outstanding Option.
(p) “Participant”
means any Key Employee awarded an Award.
(q) “Performance
Goal” means the goal or goals, if any, established by the
Committee based on one or more of the following business criteria
that are to be achieved during a performance period determined by
the Committee: (1) revenue growth; (2) operating earnings
and margin; (3) operating cash flow; (4) client
satisfaction; (5) market share; (6) earnings per share;
(7) return on equity; or (8) any other business criteria
as may be determined by the Committee. Performance Goals may be
based (as the Committee deems appropriate) on (i) Company-wide
(including Subsidiary Corporations) performance,
(ii) performance of a subsidiary, division, region,
department, function, branch, facility or other operational unit of
the Company, (iii) individual performance (if applicable), or
(iv) any combination of the foregoing. Performance Goals may
be set in any manner determined by the Committee, including looking
to achievement on an absolute basis or on a relative basis to prior
periods or in relation to peer group, indexes or other external
measure of the selected criteria. When the Committee sets
Performance Goals, the Committee shall establish the objective
rules that the Committee will use to determine the extent, if any,
that Performance Goals have been met. In establishing any such
objective rules, the Committee may, to the extent it deems
appropriate, take into account any extraordinary or one-time or
other non-recurring items of income or expense or gain or loss or
any events, transactions or other circumstances that the Committee
deems relevant in light of the nature of the Performance Goals set
for the Key Employee or the assumptions made by the Committee
regarding such goals. With respect to awards to Covered Employees
that are intended to comply with the requirements of
Section 162(m) of the Code for “performance-based”
compensation, any such adjustments shall be made in a manner
consistent with such requirements.
(r) “Performance Share
Unit” means a unit granted pursuant to Section 7 of
this Plan, the value of which is equal to the Fair Market Value of
one share of Stock and which is payable in Stock.
(s) “Plan” means
this Crawford & Company Executive Stock Bonus Plan as
Amended and Restated March 1, 2008, and as further amended
from time to time.
(t) “Restricted
Stock” means Stock granted in accordance with
Section 8 of this Plan.
(u) “Stock” means
the Class A Common Stock of the Company.
(v) “Subsidiary
Corporation” means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code)
of the Company.
(w) “Ten Percent
Shareholder” means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or of its parent or a
subsidiary corporation.
(x) “Terminating
Event” shall have the meaning ascribed to such term in
Section 12 of this Plan, unless otherwise provided in an Award
Agreement.
SECTION 4.
Eligibility . Key Employees, who have been selected by
the Committee as provided in Section 5, will be eligible to
receive Awards.
SECTION 5.
Administration and Grant of Awards. The Plan will be
administered by the Committee consisting of two or more directors
appointed by the Board who are “non-employee directors”
(within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934 (“Rule 16b-3”)) and “outside
directors” (within the meaning of Section 162(m) of the
Code). Subject to the express provisions of the Plan, the Committee
will have complete authority to determine those Key Employees to
whom the Awards may be granted and the time or times, and the price
at which, Awards may be granted or exercised, the vesting periods,
the number of shares subject to each Award and, with respect to
Options, whether an Option will be granted as a Non-Qualified Stock
Option or as an Incentive Stock Option. Subject to the express
provisions of the Plan, the Committee will also have complete
authority to interpret the Plan and all Award Agreements, to
prescribe, amend and rescind rules and regulations
consistent with the Plan and relating to it, to
determine the terms and provisions of each Award Agreement (which
need not be the same), to determine the rights and obligations of
Participants under the Plan and all Award Agreements, and to make
all other determinations necessary or advisable in the
administration of the Plan. The Committee may delegate to executive
officers of the Company the authority, subject to such terms as the
Committee shall determine, to exercise such authority and perform
such functions, including, without limitation, the selection of
Participants and the grant of Awards, as the Committee may
determine, to the extent permitted under Rule 16b-3; provided,
however, that the Committee may not delegate the authority to grant
Awards, perform such functions or make any determination affecting
or relating to the executive officers of the Company. Any action of
the Committee or its delegate shall be binding on the Company, each
Subsidiary Corporation on each affected Key Employee and on each
other person directly or indirectly affected by such
action.
SECTION 6. Shares
Subject to the Plan and Award Limits .
(a) Share Reserve and Award
Limits . There shall be 8,000,000 shares of Stock authorized
for issuance under the Original Plan and this Plan in the
aggregate. The Committee will determine the number of shares of
Restricted Stock, Performance Share Units and/or Options awarded to
a Participant. However, no Key Employee shall be granted more than
250,000 shares of Restricted Stock in any calendar year, no Key
Employee shall be granted Performance Share Units with respect to
more than 250,000 shares of Stock in any calendar year, and no Key
Employee shall be granted in any calendar year Options to acquire
more than 250,000 shares of Stock. Notwithstanding any other
provisions of the Plan to the contrary, the maximum aggregate
number of shares of Stock that may be issued under the Plan
pursuant to Non-Qualified Stock Options is 1,000,000 shares of
Stock, and the maximum aggregate number of shares of Stock that may
be issued under the Plan pursuant to Incentive Stock Options is
1,000,000 shares of Stock. More than one Award may be granted to
the same Key Employee. The number of shares of Stock described
above shall be subject to increase or decrease pursuant to the
provisions of Section 11 of the Plan.
(b) Reversion of Shares to the
Share Reserve . Any shares of Stock subject to an Award that
remain unissued after the cancellation, expiration or exchange of
the Award; any shares subject to an Award that are forfeited or
cancelled; and any shares reflected by a Performance Share Unit or
Option that are not issued due to the failure to satisfy any
vesting conditions with respect to such Performance Share Unit or
Option, shall be available for use in future grants under this
Plan. In addition, any shares of Stock tendered to satisfy a
withholding obligation shall be available for use in future grants
under this Plan.
SECTION 7. Performance
Share Units.
(a) Committee Action . The
Committee acting in its absolute discretion may grant Performance
Share Units to Key Employees from time to time. Each such
Performance Share Unit grant shall be evidenced by an Award
Agreement, which shall set forth the number of Performance Share
Units granted to the Key Employee and the performance period for
the Award and shall describe the conditions under which the
Performance Share Units will vest and be paid and such other terms
and conditions of the grant as the Committee acting in its absolute
discretion deems appropriate.
(b) Vesting . The Committee
acting in its absolute discretion may make Performance Share Units
subject to one or more employment, performance or other vesting
conditions (including, without limitation, Performance Goals and
Individual Performance Goals) that the Committee deems appropriate
for Key Employees generally or for a Key Employee in particular,
and the related Award Agreement shall set forth each vesting
condition and the deadline for satisfying the same.
(c) No Adjustment for Cash
Dividends . Except for dividend equivalent adjustments made by
the Committee for stock dividends in accordance with
Section 11, there shall be no adjustment to Performance Share
Units for dividends paid by the Company.
(d) Payment of Performance Share
Units . Except as otherwise provided in an Award Agreement,
payment of the entire vested Performance Share Unit or, if the
Award provides for partial vesting, the entire vested portion of
such Performance Share Unit, will be made in Stock between
January 1 and March 15 of the calendar year following the
year in which the Performance Share Units first become
veste
