SEVERANCE AGREEMENT AND
RELEASE
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1.
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This Severance Agreement and Release
(“Agreement”) is made between Robert R. Kulbick
(“Executive”) and Crawford & Company and its
subsidiaries (“Crawford”).
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2.
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Executive resigned from his position
as Chief Executive Officer of Broadspire, A Crawford Company, and
as an officer and/or director of any other Crawford subsidiary,
effective January 19, 2007.
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3.
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In
return for the promises and covenants made by Executive in this
Agreement, Crawford will provide Executive with the
following:
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(a)
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Crawford will pay to Executive the
total amount of $284,900.00 (two hundred eighty-four thousand nine
hundred dollars), less applicable withholding taxes/amounts. This
total amount will be split into 26 equal payments, paid to
Executive over the period of 12 months (the “Severance
Period”) following the Effective Date, as defined below in
paragraph 24 of this Agreement. If Executive dies during the
Severance Period, any monthly payments remaining after his death
will be made to his estate. With the exception of any taxes that
Crawford withholds from the amount described in this paragraph,
Executive (and/or his estate, if applicable) shall be liable for
any and all taxes on the amount paid to him (and/or his estate, if
applicable) pursuant to this Agreement.
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(b)
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If
Executive takes reasonable and diligent steps to find employment
during the Severance Period, including the use of the services
provided for in paragraph 3(f), below, Crawford will also pay to
Executive $23,741.67 (twenty-three thousand seven hundred forty-one
dollars and sixty-seven cents) per month for up to 6 months
following the Severance Period if Executive is not employed at the
end of the Severance Period. Crawford’s obligation to pay
Executive pursuant to this subparagraph 3(b) will immediately cease
upon Executive becoming employed by anyone (including his
commencing a business on his own behalf) at any point during the
6 months following the Severance Period. Executive shall
immediately notify Crawford if he secures employment at any point
during the 6 months following the Severance Period.
Executive’s obligations under this Agreement, including, but
not limited to, paragraphs 8, 9, 12, 13, and 14, shall continue
while he receives payment pursuant to this subparagraph
3(b).
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(c)
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During the Severance Period,
Crawford will permit Executive to continue to hold and exercise
stock options for 90 days in accordance with the provisions of
the applicable stock option agreements.
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(d)
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Executive shall be entitled to
continue insurance coverage to the extent that Crawford is required
by law (the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended) to provide such coverage (“COBRA coverage”)
for him
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and/or his
dependents. If Executive elects COBRA coverage, Crawford will
contribute the amount that Crawford would have paid for such
coverage if the eligible Executive had been an active employee for
the lesser of 12 months or until Executive become eligible for
other insurance coverage.
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(e)
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The
Company will continue to pay Executive his company car allowance of
$258.46 per the 26 pay periods during the 12 months Severance
Period.
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(f)
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Crawford will pay for Executive to
receive, for a period not to exceed 6 months after the
Effective Date of this Agreement, the outplacement services
customarily provided by the Mulling Companies.
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(g)
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Except for vested rights, if any,
that Executive may have under Crawford’s Deferred
Compensation Plan, Employee Stock Purchase Plan, Defined Benefit
Plan, Defined Contribution Plan (401k), and/or Supplemental
Executive Retirement Plan, Executive shall receive no compensation
or benefit from Crawford (including no additional contribution or
payment to the plans listed in this paragraph) after the Effective
Date of this Agreement, other than as expressly provided for
herein.
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4.
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Executive hereby irrevocably and
unconditionally releases, acquits, and forever discharges Crawford
and each of Crawford’s former and current owners,
stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, parent companies,
divisions, subsidiaries, affiliates (and agents, directors,
officers, employees, representatives, and attorneys of such parent
companies, divisions, subsidiaries, and affiliates), and all
persons acting by, through, under, or in concert with any of them
(collectively “Releasees”), from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, and expenses (including
attorneys’ fees and costs) of any nature whatsoever, known or
unknown, suspected or unsuspected, which Executive now has, owns,
or holds; claims to have, own, or hold; at any time heretofore had,
owned, or held; or at any time heretofore claimed to have, own, or
hold, against each or any of the Releasees (“Claim” or
“Claims”). The Claims released herein include, but are
not limited to, any claims for back pay, front pay, wages,
compensatory damages, punitive damages, benefits, severance,
vacation pay, sick pay, bonus, or any other form of compensation
from the Releasees or any of them, that arise under any federal,
state, foreign, and/or local laws including, but not limited to,
(a) the Age Discrimination in Employment Act of 1967, as
amended; (b) Title VII of the Civil Rights Act of 1964, as
amended; (c) 42 U.S.C. § 1981; (d) the Americans
with Disabilities Act; (e) the Equal Pay Act; (f) the
Family and Medical Leave Act; (g) the Rehabilitation Act of
1973; (h) the Fair Labor Standards Act; (i) the Employee
Retirement Income Security Act; (j) statutory or common law
relating to defamation, intentional infliction of emotional
distress, negligence of any kind, any other tort, or any legal
restriction on Crawford’s right to terminate employees;
(k) statutory or common law relating to breach
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of an express
or implied contract; (l) statutory or common law relating to a
breach of any implied or express covenant of good faith and fair
dealing; and/or (m) statutory or common law relating to
retaliation of any kind. Nothing in this release of claims shall
prevent Executive from bringing a claim or claims to enforce the
terms of this Agreement. This release of claims does not constitute
a waiver of Executive’s right to employee benefits that are
vested, under the terms of applicable benefit, retirement, or
pension plans, as of the date this Agreement is signed. This
release of claims does not apply to claims, if any, as to which
releases are prohibited by applicable law or that arise after the
date Executive signs this Agreement.
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5.
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As
a material inducement to enter into this Agreement, and without
limiting the previous paragraph, Executive and his family agree to
release Crawford, its employees, officers, directors, subsidiaries,
affiliated corporations, successors, and assigns from any and all
claims, liabilities, damages, actions, causes of action, suits,
demands, costs, and expenses of any kind whatsoever, whether known
or unknown, which Executive may have now, arising any time before
the date Executive signs this Agreement, that in any way are based
upon, related to, or derived from Executive or Executive’s
family being a shareholder of Crawford. Further, Executive agrees
not to encourage, persuade, or advocate that any third party engage
in any action, suit, demand, or claim against Crawford, its
employees, officers, directors, subsidiaries, affiliated
corporations, successors, or assigns that are based upon, relate
to, or derived from that third party being a shareholder of
Crawford.
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