EX-10.6 RESTRICTED STOCK AWARD AGREEMENT



 





EXHIBIT 10.6




CRAWFORD & COMPANY

EXECUTIVE STOCK BONUS PLAN




RESTRICTED STOCK AWARD AGREEMENT




     THIS AGREEMENT, entered into as of the Grant Date, by and between the Participant and Crawford
& Company (the “Company”);



     WHEREAS, the Company maintains the Crawford & Company Executive Stock Bonus Plan (the “Plan”),
which is incorporated into and forms a part of this Agreement, and the Participant has been
selected by the committee administering the Plan (the “Committee”) to receive an Award of
Restricted Stock under the Plan;



     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:



     1. Terms of Award and Definitions. For following terms used in this Agreement shall have the
meanings set forth in this Section 1:




     (a) Date of Termination. The Participant’s “Date of Termination” shall be the first
day occurring on or after the Grant Date on which the Participant is neither employed by the
Company or any Subsidiary Corporation; provided that a termination shall not be considered
to have occurred while the Participant is on an approved leave of absence from the Company
or a Subsidiary Corporation. If, as a result of a sale or other transaction that does not
constitute a Terminating Event, the Participant’s employer is or becomes an entity that is
separate from the Company or any Subsidiary Corporation, the occurrence of such transaction
shall be treated as the Participant’s Date of Termination caused by the Participant being
discharged by the employer.




     (b) Designated Beneficiary. The “Designated Beneficiary” shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the Committee in such
form and at such time as the Committee shall require.




     (c) Disability. Except as otherwise provided by the Committee, the Participant shall
be considered to have a “Disability” if he is eligible for disability payments under the
Company’s long-term disability plan.




     (d) Grant Date. The “Grant Date” is October 24, 2006.




     (e) Participant. The “Participant” is W. Bruce Swain.




     (f) Retirement. “Retirement” of the Participant shall mean, with the approval of the
Committee, the occurrence of the Participant’s Date of Termination on or after the date the
Participant attains age 65.




     (g) Restricted Period. The “Restricted Period” is the period beginning on the Grant
Date and ending on the Vesting Date.



 









 






     (h) Restricted Stock. The number of shares of “Restricted Stock” awarded under this
Agreement shall be six thousand (6,000) shares.




     (i) Vesting Date. The “Vesting Date” is the date the Period of Restriction shall end
and the Shares of Restricted Stock shall be owned free and clear of any restrictions by the
Participant except as otherwise provided in Section 5(a). The shares of Restricted Stock
shall vest on the applicable Vesting Date as set forth on the following schedule, provided
the Participant’s Date of Termination has not occurred on or before such Vesting Date.



	 	 	 
	Number of Shares	 	Vesting Date
	20% of the Restricted Stock Award

	 	December 31, 2007
	20% of the Restricted Stock Award

	 	December 31, 2008
	20% of the Restricted Stock Award

	 	December 31, 2009
	20% of the Restricted Stock Award

	 	December 31, 2010
	20% of the Restricted Stock Award

	 	December 31, 2011







Except where the context clearly implies or indicates the contrary, a word, term, or phrase
used in the Plan is similarly used in this Agreement.



     2. Award. The Participant is hereby granted the number of shares of Restricted Stock set forth
in Section 1.



     3. Dividends and Voting Rights. The Participant shall be entitled to receive any dividends
paid with respect to shares of Restricted Stock that become payable during the Restricted Period;
provided, however, that no dividends shall be payable to or for the benefit of the Participant with
respect to record dates occurring prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Participant has forfeited the Restricted
Stock. The Participant shall be entitled to vote the shares of Restricted Stock during the
Restricted Period to the same extent as would have been applicable to the Participant if the
Participant was then vested in the shares; provided, however, that the Participant shall not be
entitled to vote the shares with respect to record dates for such voting rights arising prior to
the Grant Date, or with respect to record dates occurring on or after the date, if any, on which
the Participant has forfeited the Restricted Stock.



     4. Deposit of Shares of Restricted Stock. Each certificate issued in respect of shares of
Restricted Stock granted under this Agreement shall be registered in the name of the



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Participant and shall be deposited in a bank designated by the Committee. The grant of
Restricted Stock is conditioned upon the Participant endorsing in blank a stock power for the
Restricted Stock.




     5. Transfer and Forfeiture of Shares.




     (a) Except as otherwise provided in this Agreement, and provided the Participant’s Date
of Termination does not occur during the Restricted Period, then, at the end of the
Restricted Period, the Participant shall become vested in the shares of Restricted Stock,
and shall own the shares free of all restrictions otherwise imposed by this Agreement. The
Participant shall become vested in the shares of Restricted Stock, and become owner of the
shares free of all restrictions otherwise imposed by this Agreement, prior to the end of the
Restricted Period, as follows:




     (i) The Participant shall become vested in the shares of Restricted Stock as of
the Participant’s Date of Termination prior to the Vesting Date, if the
Participant’s Date of Termination occurs by reason of the Participant’s termination
without “cause” (solely as determined by the Committee), Retirement, death or
Disability; and




     (ii) The Participant shall become vested in the shares of Restricted Stock as
of the date of a Terminating Event, if the Terminating Event occurs prior to the end
of the Restricted Period, and the Participant’s Date of Termination does not occur
before the Terminating Event date.




     (b) Otherwise, shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered until the expiration of the Restricted Period or, if
earlier, until the Participant is vested in the shares. Except as otherwise provided in
this Section 5, if the Participant’s Date of Termination occurs prior to the end of the
Restricted Period, the Participant shall forfeit the Restricted Stock as of the
Participant’s Date of Termination.



     6. Heirs and Successors.




     (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and
the Participant and their respective heirs, executors, administrators, successors and
assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets
or otherwise, all or substantially all of the Company’s assets and business.




     (b) If any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered, respectively, at the
time of the Participant’s death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in
accordance with the provisions of this Agreement and the Plan.



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     (c) If a deceased Participant has failed to designate a beneficiary, or if the
Designated Beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant shall be
exercised by or distributed to the legal representative of the estate of the Participant.




     (d) If a deceased Participant has designated a beneficiary but the Designated
Beneficiary dies before the Designated Beneficiary’s exercise of all rights under this
Agreement or before the complete distribution of benefits to the Designated Beneficiary
under this Agreement, then any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall be
distributed to the legal representative of the estate of the Designated Beneficiary.



     7. Withholding. The Participant hereby consents to whatever action the Committee directs to
satisfy the minimum statutory federal and state tax withholding requirements, if any, that the
Committee in its discretion deems applicable to the Award of Restricted Stock or the satisfaction
of any forfeiture or vesting conditions with respect to such Award. The Participant may elect to
satisfy such minimum federal and state tax withholding requirements through a reduction in the
number of shares of Stock actually transferred to him or to her under the Plan. No withholding
shall be effected under the Plan that exceeds the minimum statutory federal and state withholding
requirements.



     8. Administration. The authority to manage and control the operation and administration of
this Agreement shall be vested in the Committee, and the Committee shall have all powers with
respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement
by the Committee and any decision made by it with respect to the Agreement is final and binding on
all persons.



     9. Securities Registration. Upon the receipt of Stock pursuant to the terms of this
Agreement, the Participant shall, if so requested by the Company, (a) hold such Stock for
investment and not with a view of resale or distribution to the public and (b) deliver to the
Company a written statement satisfactory to the Company to that effect.



     10. Other Laws. The Company shall have the right to refuse to issue or transfer any Stock
under this Agreement if the Company, acting in its absolute discretion, determines that the
issuance or transfer of such Stock might violate any applicable law or regulation.



     11. Disposition of Shares. The Participant shall, so long as he or she remains an employee of
the Company or Subsidiary Corporation, be obligated to notify the Company in the case of each sale
or other disposition of any Stock acquired pursuant to the terms of this Agreement, such notice to
be given to the Company immediately upon the occurrence of any such sale or other disposition.



     12. No Contract of Employment. Neither the Plan, this Agreement nor any related material
shall give the Participant the right to continue in employment by the
Company or by a Subsidiary Corporation or shall adversely affect the right of the Company or a Subsidiary
Corporation to terminate the Participant’s employment with or without cause at any time.



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     13. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of
this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the
Participant from the office of the Secretary of the Company; and this Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.



     14. Governing Law, Jurisdiction and Venue. The Plan and this Agreement shall be governed by
the laws of the State of Georgia and the jurisdiction and venue of any suit, action, or other
proceeding relating to this Agreement, including the enforcement of any rights under this Agreement
shall be in the Superior Court of Fulton County, Georgia and the United States District Court for
the Northern District of Georgia. Any process or notice in connection with such suit, action or
other proceeding may be served by certified or registered mail or personal service within or
without the State of Georgia, provided a reasonable time for appearance is allowed.



     15. Amendment.




     (a) The Committee may amend this Agreement by written agreement of the Participant and
the Company, without the consent of any other person.




     (b) Notwithstanding Section 11(a), the Committee shall have the right to amend this
Agreement unilaterally or to withhold or otherwise restrict the transfer of any Stock under
this Agreement to the Participant as the Committee deems appropriate in order to satisfy any
condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be
applicable to such grant or transfer.



     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused
these presents to be executed in its name and on its behalf, all as of the Grant Date.



	 	 	 	 	 
	Crawford & Company
	 	 	 	 
	 
	 	 	 	 
	/s/ Thomas W. Crawford
 


	 	 	 	 
	Thomas W. Crawford
	 	 	 	 
	President & CEO

	 	 	 	/s/ W. B. Swain
	 

	 	 	 	W. Bruce Swain
	 
	 	 	 	 
	 

	 	 	 	November 7, 2006
	 

	 	 	 	Date






	 	 	 
	Company

	 	Participant







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