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EXHIBIT 10.6
CRAWFORD & COMPANY
1996 EMPLOYEE STOCK OPTION PLAN
SECTION 1. PURPOSE
The primary purpose of this Plan is to encourage Stock ownership by
each
Eligible Employee of Crawford and each Subsidiary in the belief
that such
ownership will increase his or her interest in the success of
Crawford and will
provide an additional incentive for him or her to remain in the
employ of
Crawford or such Subsidiary. Crawford intends that this Plan
constitute an
"employee stock purchase plan" within the meaning of Section 423 of
the Code and
further, intends that any ambiguity in this Plan or any related
offering be
resolved to effect such intent.
SECTION 2. DEFINITIONS
2.1. The term ACCOUNT shall mean the separate bookkeeping account
which shall be
established and maintained by the Plan Administrator for each
Participant for
each Purchase Period to record the payroll deductions made on his
or her behalf
to purchase Stock under this Plan.
2.2. The term AUTHORIZATION shall mean the Participant's election
and payroll
deduction authorization form which an Eligible Employee shall be
required to
properly complete in writing and timely file with the Plan
Administrator before
the end of an Offering Period in order to participate in this Plan
for the
related Purchase Period.
2.3. The term BENEFICIARY shall mean the person designated as such
in accordance
with Section 14.
2.4. The term BOARD shall mean the Board of Directors of
Crawford.
2.5. The term CODE shall mean the Internal Revenue Code of 1986, as
amended.
2.6. The term COMMITTEE shall mean the Senior Compensation and
Stock Option
Committee of the Board.
2.7. The term CRAWFORD shall mean Crawford & Company, a
corporation incorporated
under the laws of the State of Georgia, and any successor to
Crawford.
2.8. The term DISABILITY shall mean a condition which the Plan
Administrator in
his or her discretion determines should be treated as a total and
permanent
disability under Section 22(e)(3) of the Code.
2.9. The term ELIGIBLE EMPLOYEE shall mean each employee of
Crawford or a
Subsidiary except:
(a)
an employee who has completed less than one full and continuous
year of
employment as an employee of Crawford or such Subsidiary;
(b)
an employee who customarily is employed 20 hours or less per week
by
Crawford or such Subsidiary;
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(c)
an employee who (after completing at least one full and continuous
year
of
employment as an employee of Crawford or such Subsidiary)
customarily is
employed for not more than five (5) months in any calendar year by
Crawford
or
such Subsidiary; and
(d)
an employee who would own (immediately after the grant of an
option
under this Plan) stock possessing 5% or more of the total combined
voting
power or value of all classes of stock of Crawford based on the
rules set
forth in Sections 423(b)(3) and 424 of the Code.
An Employee's continuous employment by Crawford or by a Subsidiary
shall not be
treated as interrupted by a transfer directly between Crawford and
any
Subsidiary or between one Subsidiary and another Subsidiary.
2.10. The term EXERCISE DATE shall mean for each Purchase Period
the last day of
such Purchase Period.
2.11. The term OFFERING PERIOD shall mean a period which (i) shall
be set by the
Committee, (ii) shall end before the beginning of the related
Purchase Period
and (iii) shall continue for no more than thirty (30) days.
2.12. The term OPTION PRICE shall mean, for each Purchase Period,
eighty-five
percent (85%) of the lesser of the closing price for a share of
Stock on (A) the
first day of the Purchase Period, or (B) the Exercise Date, as such
closing
prices are accurately reported in The Wall Street Journal or in any
successor to
The Wall Street Journal or, if there is no such successor, any
similar trade
publication selected by the Committee or, if the Committee makes no
such
selection, as such closing price is determined in good faith by the
Committee;
provided, if no closing price is so accurately reported for any
such day, the
closing price for such day shall be deemed to be the last closing
price for a
share of Stock which was so accurately reported before such
day.
2.13. The term PARTICIPANT shall mean for each Purchase Period an
Eligible
Employee who has satisfied the requirements set forth in Section 7
of this Plan
for such Purchase Period.
2.14. The term PARTICIPATING EMPLOYER shall for each Participant,
as of any
date, mean Crawford or a Subsidiary, whichever employ such
Participant as of
such date.
2.15. The term PLAN shall mean this Crawford & Company 1996
Employee Stock
Purchase Plan as effective as of the date set forth in Section 3
and as
thereafter amended from time to time.
2.16. The term PLAN ADMINISTRATOR shall mean the person or persons
appointed by
the Committee to administer this Plan.
2.17. The term PURCHASE PERIOD shall mean a twelve (12) consecutive
month period
which shall begin on a date (within the fifteen (15) day period
which
immediately follows the end of the related Offering Period) set by
the Committee
on or before the beginning of the related Offering Period.
2.18. The term RETIREMENT shall mean a termination of employment
after reaching
at least age 55 and completing at least ten (10) years of
continuous employment
with Crawford or a Subsidiary (where such continuous employment
shall be
determined using the same rules used to determine whether an
employee is an
Eligible Employee).
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2.19. The term STOCK shall mean the $1.00 par value Class A Common
Stock of
Crawford.
2.20. The term SUBSIDIARY shall mean each entity which is a
subsidiary of
Crawford for the purposes of Section 424(f) of the Code, and which
the Committee
designates as eligible to participate in the Plan.
SECTION 3. EFFECTIVE DATE
This Plan shall be first effective as of January 30, 1996. However,
if any
options are granted under this Plan under Section 9 before the date
the
shareholders of Crawford (acting at a duly called meeting of such
shareholders)
are treated under Section 423(b)(2) of the Code as having approved
the adoption
of this Plan, such options shall be granted subject to such
approval and if such
shareholders fail to approve such adoption before the first
anniversary of such
effective date, all such options automatically shall be null and
void.
SECTION 4. OFFERINGS
Options to purchase shares of Stock shall be offered to
Participants in
accordance with this Plan from time to time at the discretion of
the Committee;
provided, however, there shall be no more than one Offering Period
in effect at
any time and no more than one Purchase Period in effect at any
time.
SECTION 5. STOCK AVAILABLE FOR OPTIONS
There initially shall be one million (1,000,000) shares of Stock
available for
purchase from Crawford upon the exercise of options granted under
Section 9 of
this Plan. Any shares of Stock which are subject to options granted
under this
Plan but which are not purchased on the related Exercise Date shall
again become
available under this Plan.
SECTION 6. ADMINISTRATION
The Plan Administrator shall be responsible for the administration
of this Plan
and shall have the power in connection with such administration to
interpret
this Plan and to take such other action in connection with such
administration
as the Plan Administrator deems necessary or equitable under the
circumstances.
The Plan Administrator also shall have the power to delegate the
duty to perform
such administrative functions as the Plan Administrator deems
appropriate under
the circumstances. Any person to whom the duty to perform an
administrative
function is delegated shall act on behalf of and shall be
responsible to the
Plan Administrator for such function. Any action or inaction by or
on behalf of
the Plan Administrator under this Plan shall be final and binding
on each
Eligible Employee, each Participant and on each other person who
makes a claim
under this Plan based on the rights, if any, of any such Eligible
Employee or
Participant under this Plan.
SECTION 7. PARTICIPATION
Each employee who will be an Eligible Employee on the last day of
an Offering
Period shall satisfy the requirements to be a Participant in this
Plan for the
related Purchase Period if
(1) he or she properly
completes in writing and files an
Authorization with the Plan Administrator on or before the last
day of such Offering Period to
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purchase shares of Stock pursuant to an option granted under
Section 9, and
(2) he or she remains
an Eligible Employee through the first day of
the Purchase Period.
An Authorization shall require an Eligible Employee to provide such
information
and to take such action as the Plan Administrator in his or her
discretion deems
necessary or helpful to the orderly administration of this Plan,
including
specifying (in accordance with Section 8) his or her payroll
deductions to
purchase shares of Stock pursuant to the option granted under
Section 9 and
designating a Beneficiary. A Participant's status as such shall
terminate for a
Purchase Period (for which he or she has an effective
Authorization) at such
time as his or her Account had been withdrawn under Section 12 or
Section 13 or
the purchases and distributions contemplated under Section 10 or
Section 13 with
respect to his or her Account have been completed, whichever comes
first.
SECTION 8. PAYROLL DEDUCTIONS
(A) INITIAL AUTHORIZATION. Each Participant's Authorization made
under Section 7
shall specify the specific dollar amount which he or she authorizes
his or her
Participating Employer to deduct from his or her compensation with
respect to
each pay day during the Purchase Period for which such
Authorization is in
effect to purchase shares of Stock pursuant to the option granted
under Section
9, provided
(1) the total of such
dollar amount for the Purchase Period shall not
be less than $240.00, and
(2) the total of such
dollar amount for the Purchase Period shall not
be more than $21,000.00.
(B) SUBSEQUENT AUTHORIZATION. A Participant shall have the right to
make one
amendment to an Authorization after the end of an Offering Period
to reduce or
to stop the payroll deductions which he or she previously had
authorized for the
related Purchase Period, and such reduction shall be effective as
soon as
practicable after the Plan Administrator actually receives such
amended
Authorization.
(C) ACCOUNT CREDITS, GENERAL ASSETS AND TAXES. All payroll
deductions made for a
Participant shall be credited to his or her Account as of the pay
day as of
which the deduction is made. A
