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EXHIBIT 10.2
CRAWFORD & COMPANY
1997 KEY EMPLOYEE STOCK OPTION PLAN
(Restated for February 1, 2000 Amendment and
March 11, 1997 Three-for-Two Stock Split)
Section 1. Plan Established. Crawford & Company, a Georgia
corporation,
hereby adopts as of the 4th day of February, 1997, this 1997 Key
Employee Stock
Option Plan, pursuant to which certain of the Key Employees of the
Company and
Subsidiary Corporations, to be selected and determined as
hereinafter set forth,
may be granted Options to purchase shares of the Class A Common
Stock of the
Company; provided that no Option granted under the Plan will be
exercisable
until shareholder approval of the Plan has been obtained and
provided further
that the Plan and any Options granted under it will terminate if
shareholder
approval is not received for the Plan within twelve (12) months
after the date
first written above.
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. The Plan
seeks to accomplish these goals by providing a means whereby these
Key Employees
may be given an opportunity to purchase, by way of option, shares
of Stock of
the Company.
Section 3. Definitions:
(a)
"Board" means the Board of Directors of the Company.
(b)
"Code" means the Internal Revenue Code of 1986, as amended.
(c)
"Committee" means the Senior Compensation and Stock Option
Committee of
the
Board, or such other or successor committee as the Board may, from
time
to
time, establish.
(d)
"Company" means Crawford & Company, a Georgia corporation, and
any
successor to such corporation.
(e)
"Incentive Stock Option" means an Option intended to meet all
the
requirements of Section 422 of the Code and the regulations
thereunder.
(f)
"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
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willing seller, neither being under any compulsion to buy or to
sell and
both
having reasonable knowledge of the relevant facts.
(g)
"Key Employee" means full-time, salaried employees of the Company
or a
Subsidiary Corporation, as selected by the Committee.
(h)
"Non-Qualified Stock Option" means any Option, other than an
Incentive
Stock Option.
(i)
"Option" means any option awarded under this Plan.
(j)
"Optionee" means any Key Employee awarded an Option.
(k)
"Plan" means this Crawford & Company 1997 Key Employee Stock
Option
Plan, as amended from time to time.
(l)
"Stock" means the Class A Common Stock of the Company.
(m)
"Subsidiary Corporation" means any corporation which is a
subsidiary
corporation (within the meaning of Section 425(f) of the Code) of
the
Company.
Section 4. Eligibility. Key Employees, who have been selected as
provided
in Section 5, will be eligible to receive Options; provided,
however, that Key
Employees owning more than 10% of the total combined voting power
of all classes
of stock of the Company or any Subsidiary Corporation will be
eligible to
receive Incentive Stock Options only if: (i) the option price is at
least 110%
of the Fair Market Value (at the time the option is granted) of the
shares
issued under the Option; and (ii) the Incentive Stock Option may
not be
exercised after the expiration of five (5) years from the date the
Incentive
Stock Option is granted.
Section 5. Administration and Grant of Options. 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) 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 time or times, and the price at which Options may be
granted, the
option periods, the number of shares subject to each Option, and
whether an
Option will be granted as an Incentive Stock Option or a
Non-Qualified Stock
Option. Subject to the express provisions of the Plan, the
Committee will also
have complete authority to interpret the Plan, to prescribe, amend
and rescind
rules and regulations consistent with the Plan and relating to it,
to determine
the terms and provisions of each option agreement (which need not
be the same),
to determine the rights and obligations of Optionees under the
Plan, and to make
all other determinations necessary or advisable in the
administration of the
Plan.
Section 6. Shares Subject to the Plan. The maximum aggregate number
of
shares in respect to which Options may be granted is 6,250,000
shares of Stock.
The aggregate number of shares which may be subject to Options
granted to any
one Key Employee under the Plan shall not exceed 1,500,000. The
maximum
aggregate number of shares which may be granted under the Plan or
to any one Key
Employee is subject, however, to increase or decrease pursuant to
the provisions
of Section 13. More than one Option may be granted to the same Key
Employee. If
any Option will
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terminate for any reason without having been exercised in full, the
shares
applicable to the unexercised portion of the Option will become
available for
other Options under this Plan, unless the Plan is then terminated.
The Plan will
continue for a period of ten (10) years from the date upon which it
is adopted;
provided however, that the Board may terminate the Plan at any time
within its
absolute discretion. No such termination, other than as provided
for in Sections
1 and 14, will in any way affect any Option then outstanding.
Section 7. Number of Shares. Subject to the express provision of
the Plan,
the Committee will determine the number of shares to be covered by
any Option
granted to an Optionee provided, however, that the aggregate Fair
Market Value
(determined as of the time the Option is granted) of the Stock for
which any Key
Employee may exercise Incentive Stock Options in any calendar year
(under any
plans of the Company or any Subsidiary Corporation) will not exceed
$100,000.
Section 8. Option Price. The option price of the shares under each
Option
shall be set by the Committee at the time of grant and, subject to
Secti
