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EXHIBIT 10.3
CRAWFORD & COMPANY
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Section 1. Plan Established. Crawford & Company, a Georgia
corporation,
hereby adopts as of the 4th day of February, 1997, this 1997
Non-Employee
Director Stock Option Plan, pursuant to which Non-Employee
Directors of the
Company shall be granted Options to purchase shares of the Class A
Common Stock
of the Company; provided that no Option shall be granted under the
Plan until
shareholder approval of the Plan has been obtained and provided
further that the
Plan 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 by providing to Non-Employee Directors added incentives for
high levels
of performance and to encourage stock ownership in the Company on a
basis
consistent with that provided to key employees, including employee
directors,
under the Company's stock option and stock purchase plans. The Plan
seeks to
accomplish these goals by providing a means whereby these
Non-Employee Directors
shall 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) "Company" means Crawford & Company, a Georgia corporation
and any
successor to such corporation.
(d) "Fair Market Value" means 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 Board).
(e) "Non-Employee Director" means any member of the Board who is
not,
at
the time of grant of an Option, an employee or officer of the
Company.
(f) "Option" means any option awarded under this Plan.
(g) "Optionee" means any Non-Employee Director awarded an
Option.
(h) "Plan" means this Crawford & Company 1997 Non-Employee
Director
Stock Option Plan, as amended from time to time.
(i) "Stock" means the Class A Common Stock of the Company.
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Section 4. Eligibility. Each Non-Employee Director shall be
eligible to and
shall receive Options on (i) the day of the shareholder meeting of
the Company
at which the Plan is approved for all Non-Employee Directors
elected or
re-elected to the Board at that meeting; (ii) the day of first
election to the
Board for all individuals who are not members of the Board on the
date of
shareholder approval of the Plan; and (iii) on the day of each
annual meeting of
the shareholders of the Company following shareholder approval of
the Plan and
in which the Non-Employee Director is re-elected to the Board.
Section 5. Grant of Options. Options shall be granted for the
indicated
number of shares of Stock to each eligible Non-Employee Director as
follows:
(i)
10,000 shares on the
day of shareholder approval of the Plan;
(ii)
10,000 shares on the day of first election to the Board; and
(iii) 2,000 shares on the day of re-election to the Board after
shareholder
approval 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 300,000 shares
of Stock.
The maximum aggregate number of shares is subject, however, to
increase or
decrease pursuant to the provisions of Section 13. If any Option
will 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.
Section 7. Term of Plan. The Plan will continue for a period of ten
(10)
years from the date upon which it is approved by the Shareholders
of the
Company; provided, however, that the Board or Shareholders may
terminate the
Plan at any time within their absolute discretion. No such
termination, other
than as provided for in Section 14, will in any way affect any
Option then
outstanding.
Section 8. Option Price. The option price of the shares under each
Option
shall be the Fair Market Value of the shares on the date of the
grant of the
Option.
