-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IidlGc40U0p1yu6rw1yj49Y59slpPogCufiqZsdkx1PtNrkdJy3Ue7O67pyPI7XP sI8ycru/KIsWtfWy4yukSQ== 0000950144-05-012220.txt : 20051128 0000950144-05-012220.hdr.sgml : 20051128 20051128102245 ACCESSION NUMBER: 0000950144-05-012220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051128 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051128 DATE AS OF CHANGE: 20051128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRAWFORD & CO CENTRAL INDEX KEY: 0000025475 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 580506554 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10356 FILM NUMBER: 051227357 BUSINESS ADDRESS: STREET 1: 5620 GLENRIDGE DR NE CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042560830 MAIL ADDRESS: STREET 1: 5620 GLENRIDE DR CITY: ATLANTA STATE: GA ZIP: 30342 8-K 1 g98536e8vk.txt CRAWFORD & COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) NOVEMBER 28, 2005 --------------------------- CRAWFORD & COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) GEORGIA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-10356 58-0506554 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA 30342 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (404) 256-0830 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement On November 22, 2005, Crawford & Company (the "Company") entered into a Terms of Employment Agreement with Allen W. Nelson, Senior Vice President -- General Counsel and Corporate Secretary of the Company. The agreement provides in the event that Mr. Nelson's employment with the Company is terminated due for reasons other than "cause", or in the event of a "change-in-control" of the Company, both as solely defined by the Chief Executive Officer, the Company agrees to provide one year of Mr. Nelson's then current base salary. Additionally, the Company will provide continuation of eligible medical benefits, for a period of one year, under COBRA. Also, all stock options granted to Mr. Nelson will immediately vest and become exercisable for a ninety (90) day period following the date of termination. The agreement also provides that, prior to the severance amounts being paid and options vesting, that the Company and Mr. Nelson agree to mutually acceptable terms of confidentiality, non-solicitation, cooperation and other reasonable and customary terms of a severance agreement at the time of his termination of employment. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed herewith:
Exhibit Number Descriptions -------------- ---------------------------------------------- 10.1 Terms of Employment, dated November 22, 2005, between Allen W. Nelson and Crawford & Company
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CRAWFORD & COMPANY By: /s/ Allen W. Nelson --------------------------------- Senior Vice President -- General Counsel & Corporate Secretary Dated: November 28, 2005 EX-10.1 2 g98536exv10w1.txt EX-10.1 TERMS OF EMPLOYMENT, DATED NOVEMBER 22, 2005 Exhibit 10.1 Crawford Logo Thomas W. Crawford President & CEO November 22, 2005 TO: Allen W. Nelson General Counsel and Corporate Secretary FROM: Thomas W. Crawford /s/ Thomas W. Crawford President & CEO RE: TERMS OF EMPLOYMENT The following serves to summarize the terms applicable in the event your employment with Crawford should be terminated for reasons other than "cause", or in the event of a "change-in-control" of the company, both as solely defined by the Chief Executive Officer. In such event, the Company agrees that: A. You will be paid a lump sum amount as severance compensation equal to one year of your then current base salary, subject to all appropriate taxes, payable as soon as is practicable following the termination of employment or change-in-control; B. You will be provided continuation of eligible medical benefits, for a period of one year, under COBRA, at Company expense; and C. All incentive stock options granted to you will be deemed vested and may be exercised within ninety (90) days following the date of termination. This Agreement is subject to execution by you and the Company of an agreement achieving mutually acceptable terms on matters pertaining to: - return of all Crawford property, documents, or instruments; - no admission of liability on the part of Crawford; - general release to any claims; - non-disclosure of the arrangements; - non-solicitation of employees and customers; - cooperation; and - non-disparagement I request you confirm this agreement with your signature. /s/ Allen W. Nelson 22 Nov. 2005 Signature Date -----END PRIVACY-ENHANCED MESSAGE-----