- Current report filing (8-K)
July 08 2011 - 3:31PM
Edgar (US Regulatory)
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)
July 8, 2011 (July 1, 2011)
CRAWFORD & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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1-10356
(Commission File Number)
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58-0506554
(IRS Employer Identification No.)
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1001 Summit Blvd, N.E., Atlanta, Georgia
(Address of Principal Executive Offices)
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30319
(Zip Code)
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(404) 300-1000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2011, Crawford & Company (the Company) entered into an employment agreement (the
Employment Agreement) for David A. Isaac, Chief Executive Officer of The Garden City Group, Inc.,
a subsidiary of the Company (GCG). The term of the Employment Agreement is effective as of
January 1, 2011 and expires on December 31, 2015. The term automatically renews for successive one
year periods unless cancelled prior to the end of the then-current period. The Employment Agreement
set Mr. Isaacs initial annual base salary at $700,000.
Pursuant to certain negotiated terms, the Employment Agreement provides for annual incentive
compensation under the Crawford & Company 2007 Management Team Incentive Compensation Plan (the
Management Team Incentive Compensation Plan) based on growth in GCGs pretax income. Pursuant to
the agreement, Mr. Isaac is entitled to a minimum annual incentive payment of $250,000 if GCGs
pretax income grows by at least 10% over the average of the previous 5 years pretax income. Mr.
Isaac is entitled to an annual incentive payment of $500,000 if GCGs pretax income grows by at
least 15% over the average of the past 5 years pretax income. Mr. Isaac is entitled to a maximum
annual incentive payment of $750,000 if GCGs pretax income grows by at least 20% over the average
of the previous 5 years pretax income.
Mr. Isaacs Employment Agreement provides for annual commission payments of 3.1% of GCGs
gross fee revenues. Mr. Isaac is also eligible to participate in all other executive benefit and
incentive plans generally offered to the Companys senior officers, and he is provided life
insurance and disability benefits as specified in the agreement.
Mr. Isaacs Employment Agreement provides for continued payment of his base salary for a
period of 6 months following his death or disability, continued payment of the commission amounts
on revenues derived from qualifying business initiated prior to his death or disability for a
period of 2 years following his death or disability, and payment of annual incentive compensation
amounts for a period of 2 years following his death or disability. Certain performance share units
awarded to Mr. Isaac in connection with his Employment Agreement may also become vested upon his
death or disability. The Employment Agreement provides that in the event that Mr. Isaacs
employment with GCG is terminated either by Mr. Isaac for good reason or by the Company without
cause, and such termination is not within 3 months prior to or 12 months after a change in
control, GCG will continue payment of Mr. Isaacs base salary for a period of 12 months following
his termination, continue payment of the commission amounts on revenues derived from qualifying
business initiated prior to Mr. Isaacs termination for a period of 12 months following Mr. Isaacs
termination, and continue payment of annual incentive compensation amounts for a period of 12
months following his termination of employment. Additionally, GCG will provide continuation of
eligible medical benefits at employee rates, for a period of 12 months, under COBRA. The Employment
Agreement also provides that in the event that Mr. Isaacs employment with GCG is terminated either
by Mr. Isaac for good reason or by the Company without cause, and such termination is within 3
months prior to or 12 months after a change in control, GCG will continue payment of Mr.
Isaacs base salary for a period of 18 months following his termination, continue payment of the
commission amounts on revenues derived from qualifying business initiated prior to Mr. Isaacs
termination for a period of 18 months following Mr. Isaacs termination, and continue payment of
annual incentive compensation amounts for a period of 18 months following his termination of
employment. Additionally, upon such termination, GCG will provide continuation of eligible medical
benefits at employee rates, for a period of 18 months, under COBRA. Upon a change in control, a
pro rata portion of any unvested performance share units awarded to Mr. Isaac in connection with
his Employment Agreement would vest, and all vested performance share units would be paid out.
In the event of certain transactions involving a disposition by the Company of all or
substantially all of its interest in GCG, Mr. Isaac will become entitled to a bonus payable by GCG
generally equal to 3% of the sales price of GCG in the transaction, subject to his cooperation with
the Company in its transaction efforts.
If payments to Mr. Isaac under the Employment Agreement would be subject to the excise tax
imposed on certain parachute payments by the Internal Revenue Code, the amount of such payments
will be reduced so that no
portion of the payments would be subject to the excise tax. Pursuant to the Employment
Agreement, Mr. Isaac has agreed to certain covenants regarding competition and protection of
confidential information, requiring cooperation with regard to litigation, and execution a general
release as a condition to receipt of termination payments.
The foregoing summary is qualified in its entirety by reference to the Amendment to the
Employment Agreement is attached hereto as Exhibit 10.1 and incorporated herein by this reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Number
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Exhibit
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10.1
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Crawford & Company The Garden City Group, Inc., Employment
Agreement for David A. Isaac Effective January 1, 2011.
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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.
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CRAWFORD & COMPANY
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By:
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/s/ R. ERIC POWERS, III
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Name:
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R. Eric Powers, III
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Title:
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Vice President, Associate General Counsel
and Assistant Corporate Secretary
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Dated: July 8, 2011
3
EXHIBIT INDEX
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Number
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Exhibit
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10.1
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Crawford & Company The Garden City Group, Inc., Employment
Agreement for David A. Isaac.
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