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) FEBRUARY 15, 2006
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 February 14, 2006, Crawford & Company (the "Company") entered into an
employment agreement with Jeffrey T. Bowman, Chief Operating Officer, Global
Property and Casualty Services of the Company. The agreement, a copy of which is
attached as Exhibit 10.1, sets his grade level, base salary, annual incentive
compensation and tenders, subject to Board approval, a restricted stock grant
under the current plan. The agreement also provides that in the event that Mr.
Bowman's employment with the Company is 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, the Company agrees to provide one year
of Mr. Bowman'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. Bowman 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. Bowman 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
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10.1 Terms of Employment, dated February 10, 2006, between Jeffrey
T. Bowman 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
------------------------------------
Allen W. Nelson
Senior Vice President - General
Counsel & Corporate Secretary
Dated: February 15, 2006