1
EXHIBIT 10.6
RESTATED AND
AS AMENDED THROUGH
JULY 25, 2000
CRAWFORD & COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED AS OF JULY 25, 2000
Section 1
PURPOSE
Crawford & Company hereby amends and restates the Crawford & Company
Supplemental Executive Retirement Plan as originally effective as of January 1,
1986 and as thereafter amended. The primary purpose of this SERP is to provide a
supplemental retirement benefit to the Participants described in Exhibit A to
supplement the benefits payable to each of them under the Retirement Plan to the
extent such Retirement Plan benefits are limited by the application of Code
ss.ss. 401(a)(17) and 415.
Section 2
DEFINITIONS
The capitalized terms used in this SERP shall have the same meanings
assigned to those terms in the Retirement Plan except that the following terms
shall have the following meanings:
2.1 SERP - means this Crawford & Company Supplemental Executive
Retirement Plan, as amended from time to time.
2.2 Retirement Plan - means the Crawford & Company Retirement Plan
and Trust Agreement, as amended from time to time.
2.3 Deferred Compensation Plan - means the Crawford & Company
Deferred Compensation Plan, and any successor plan, as amended from time to
time.
Section 3
PARTICIPATION
The Senior Compensation and Stock Option Committee of the Board of
Directors shall have the power to designate an executive as a Participant in
this SERP and such designations shall be reflected on Exhibit A to this SERP.
2
Section 4
BENEFIT
4.1 SERP Benefit. A benefit shall be payable under this SERP to,
or on behalf of, each Participant, which benefit shall equal the excess, if any,
of (a) over (b) where
(a) equals the aggregate of the benefits which would have been payable
to him, or on his behalf, under (A) the Retirement Plan, plus (B) Restoration
Benefits under the Deferred Compensation Plan in the form elected by him, or his
Beneficiary, under the terms of the Retirement Plan and Deferred Compensation
Plan absent the limitations of Code ss.ss.401(a)(17) and 415, without regard to
when such executive became a participant; and
(b) equals the aggregate benefits actually payable to him, or on his
behalf, in such form under (A) the Retirement Plan, and (B) the Restoration
Benefits provisions of the Deferred Compensation Plan.
4.2 Payment. The benefit payable to, or on behalf of, a
Participant under this ss.4 shall be paid as of the same date, in the same
benefit payment form and to the same person as his benefit under the Retirement
Plan or Deferred Compensation Plan and no payment shall be made to, or on behalf
of, a Participant under this ss.4 unless and until a benefit is paid to him, or
on his behalf, under the Retirement Plan.
4.3 Previously Retired Participants. Notwithstanding the
foregoing, if an executive, at the time of his designation as a Participant, is
currently receiving benefits under the Retirement Plan, he shall not receive any
benefits under this SERP until such time as such Participant's employment
terminates following his or her designation as a Participant ("Subsequent
Retirement"). Such Participant's SERP benefits under ss.4.1 shall, at the time
of the Subsequent Retirement, be determined by including all periods of
employment up to the Subsequent Retirement, without regard to any previous
retirement, as if the Participant first started receiving benefits under the
Retirement Plan as of the time of his or her Subsequent Retirement. Any
Participant who retires and then returns to employment shall receive additional
SERP benefits in accordance with ss.4.1 with respect to such period of
subsequent employment if designated a continuing Participant by the Committee.
Section 5
SOURCE OF BENEFIT PAYMENTS
All benefits payable under the terms of this SERP shall be paid by
Crawford & Company from its general assets. No person shall have any right or
interest or claims whatsoever to the payment of a benefit under this SERP from
any person whomsoever other than Crawford & Company, and no Participant or
beneficiary shall have any right or interest whatsoever to the payment of a
benefit under this SERP which is superior in any manner to the right of any
other general and unsecured creditor of Crawford & Company.
3
Section 6
NOT A CONTRACT OF EMPLOYMENT
Participation in this SERP shall not grant to any Participant the right
to remain an employee for any specific term of employment or in any specific
capacity or at any specific rate of compensation.
Section 7
NO ALIENATION OR ASSIGNMENT
A Participant or a beneficiary under this SERP shall have no right or
power to alienate, commute, anticipate or otherwise assign at law or equity all
or any portion of any benefit otherwise payable under this SERP, and the Senior
Compensation and Stock Option Committee of the Board of Directors shall have the
right in light of any such action to suspend temporarily or terminate
permanently the payment of benefits to, or on behalf of, any Participant or
beneficiary who attempts to do so.
Section 8
ERISA
Crawford & Company intends that this SERP come within the various
exceptions and exemptions of ERISA and for an unfunded deferred compensation
plan maintained primarily for a select group of management or highly compensated
employees within the meaning of ERISA ss. 201(2), ss. 302(a)(3) and ss.
401(a)(1) and any ambiguities in this SERP shall be construed to effect that
intent.
Section 9
ADMINISTRATION, AMENDMENT AND TERMINATION
Crawford & Company shall have all powers necessary to administer this
SERP in its absolute discretion and shall have the right, by action of the
Senior Compensation and Stock Option Committee of the Board of Directors, to
amend this SERP from time to time in any respect whatsoever and to terminate
this SERP at any time; provided, however, that any such amendment or termination
shall not be applied retroactively to deprive a Participant of benefits accrued
under this Plan to the date of such amendment or termination. This SERP shall be
binding on any successor in interest to Crawford & Company.
4
Section 10
CONSTRUCTION
This SERP shall be construed in accordance with the laws of the State
of Georgia, and the masculine shall include the feminine and the singular the
plural whenever appropriate.
Section 11
EXECUTION
Crawford & Company, as the SERP sponsor, has executed this SERP to
evidence the adoption of this amendment and restatement by the Senior
Compensation and Stock Option Committee of its Board of Directors this 1st day
of February, 2000.
CRAWFORD & COMPANY
By /s/ Archie Meyers, Jr.
Title: Chairman & CEO
5
EXHIBIT A
CRAWFORD & COMPANY SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE
AS OF JULY 25, 2000
NAME OF PARTICIPANT
T. G. Germany
F. L. Minix
R. P. Albright
P. A. Bollinger
D. R. Chapman
J. F. Osten
D. A. Smith
J. F. Giblin
A. L. Meyers, Jr.
G. L. Davis
J. A. McGee
H. L. Rogers
S. V. Festa
Victoria Holland
Gregory P. Hodson