Exhibit 10.1
CRAWFORD & COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED JULY 22, 2003
EFFECTIVE AS OF JANUARY 1, 2003
AMENDED AND RESTATED AS OF FEBRUARY 3, 2004 AND APRIL 27, 2004
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 certain benefits payable to each of them under the Savings Plan,
Deferred Compensation Plan or Retirement Plan to the extent payment of such
benefits is limited by the application of Code sections 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 Committee - means the Nominating/Corporate Governance/Compensation
Committee of the Board of Directors of Crawford & Company.
2.2 Deferred Compensation Plan - means the Crawford & Company Deferred
Compensation Plan, and any successor plan, as amended from time to time.
2.3 Retirement Plan - means the Crawford & Company Retirement Plan and
Trust Agreement, as amended from time to time.
2.4 Savings Plan - means the Crawford Saving and Investment Plan, as
amended from time to time.
2.5 SERP - means this Crawford & Company Supplemental Executive
Retirement Plan, as amended from time to time.
SECTION 3 - PARTICIPATION
The Committee 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.
28
SECTION 4 - BENEFIT
4.1 SERP Retirement Benefit.
(a) General. This section 4.1 shall not apply to any executive
designated as a participant after December 31, 2002.
(b) Amount of 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 (1) over (2) where
(1) equals the aggregate of (i) the benefits which would
have been payable to him or her, or on his or her behalf, under the
Retirement Plan, plus (ii) Restoration Benefits under the Deferred
Compensation Plan in the form elected by him or her, or his or her
beneficiary, under the terms of the Retirement Plan and Deferred
Compensation Plan absent the limitations of Code sections 401(a)(17) and
415, without regard to when such executive became a participant; and
(2) equals the aggregate benefits actually payable to him or
her, or on his or her behalf, in such form under (i) the Retirement Plan,
and (ii) the Restoration Benefits provisions of the Deferred Compensation
Plan.
(c) Payment of SERP Retirement Benefit. The SERP Retirement
Benefit payable to, or on behalf of, a Participant under this section 4.1 shall
be paid as of the same date, in the same benefit payment form and to the same
person as his or her benefit under the Retirement Plan or Deferred Compensation
Plan, and no payment shall be made to, or on behalf of, a Participant under this
section 4.1 unless a benefit is paid to him or her or on his or her behalf under
the Retirement Plan.
(d) Previously Retired Participants. Notwithstanding section
4.1(c), if an executive, at the time of his or her designation as a Participant,
is currently receiving benefits under the Retirement Plan, he shall not receive
any SERP Retirement Benefit until such time as such Participant's employment
terminates following his or her designation as a Participant ("Subsequent
Retirement"). Such Participant's SERP Retirement Benefit under section 4.1(b)
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 this section 4.1 with respect to
such period of subsequent employment if designated a continuing Participant by
the Committee before January 1, 2003.
4.2 SERP Service Credit Benefit.
(a) General. This section 4.2 shall apply to any executive who is
a Participant on or after January 1, 2003.
29
(b) Amount of Benefit. On and after January 1, 2003, the Company
will make a SERP Service Credit on behalf of each Participant for each Plan
Year, which will be equal to the excess of (1) over (2) where
(1) equals the amount that would have been allocated to the
Participant's account as a "service contribution" under the Savings Plan
for such Plan Year if "compensation" under the Savings Plan had been
determined without regard to the Participant's deferrals under the
Deferred Compensation Plan for such Plan Year and without regard to the
limitations of Code sections 401(a)(17) and 415 and
(2) equals the sum of the amount actually allocated for such
Plan Year (i) as a "service contribution" to the Participant's account
under the Savings Plan and (ii) as a "service credit" to the Participant's
account under the Deferred Compensation Plan.
Each Participant's SERP Service Credit shall be allocated to a bookkeeping
account maintained as a part of the Company's books and records to show as of
any date the interest of each Participant in this SERP Service Credit Benefit,
which is referred to as such Participant's SERP account. Deemed interest shall
be credited to each such SERP account at the same rate and in the same manner
that deemed interest is credited to accounts maintained under the Deferred
Compensation Plan. Crawford & Company shall furnish a statement to each
Participant annually, which shows the deemed SERP account balance at the end of
the Plan Year preceding the statement date and, at Crawford & Company's
discretion, such other account data as Crawford & Company deems appropriate.
(c) Vesting of SERP Service Credit Benefit. If a Participant
terminates his or her employment with the Company or a subsidiary of the Company
before attaining five "Years of Service" (as defined under the Savings Plan),
then his or her Service Credit Benefit under this Plan shall be forfeited to the
same extent that such Service Credit Benefit would be forfeited if it were a
"Company Service Contribution" (as defined under the Savings Plan) under the
Savings Plan.
(d) Payment of SERP Service Credit Benefit. The SERP Service
Credit benefit payable to, or on behalf of, a Participant under this section 4.2
shall be paid as of the later of the date the Participant terminates his or her
employment with Crawford & Company and its affiliates or the date the
Participant attains age 55. Each Participant may elect to have his or her SERP
account distributed in the same manner as a "retirement distribution" under
section 8.3 of the Deferred Compensation Plan.
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
30
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.
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
Committee 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 section 201(2), section 302(a)(3) and
section 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 Committee, 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.
SECTION 10 - CLAIMS PROCEDURES
10.1 Presentation of Claim. Any Participant or beneficiary (such
Participant or beneficiary being referred to below as a "Claimant") may deliver
to the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within 60
days after such notice was received by the Claimant. All other claims must
31
be made within 180 days of the date on which the event that caused the claim to
arise occurred. The claim must state with particularity the determination
desired by the Claimant.
10.2 Notification of Decision. The Committee shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant not later than 90
days after receipt of the claim:
(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant's requested determination, and such notice must set
forth in a manner calculated to be understood by the Claimant:
(1) the specific reason(s) for the denial of the claim, or
any part of it;
(2) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;
(3) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why
such material or information is necessary;
(4) an explanation of the claim review procedure, and
(5) a statement of the Claimant's right to bring a civil
action under section 502(a) of the Employee Retirement Income Security Act
of 1974, as amended, following an adverse determination on review.
10.3 Review of a Denied Claim. Within 60 days after receiving a notice
from the Committee that a claim has been denied, in whole or in part, a Claimant
(or the Claimant's duly authorized representative) may file with the Committee a
written request for a review of the denial of the claim. Thereafter, the
Claimant (or the Claimant's duly authorized representative):
(a) may review all documents relevant to the claim for benefits
under this Plan and receive copies of such documents upon request and free of
charge;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole
discretion, may grant.
10.4 Decision on Review. The Committee shall render its decision on
review promptly, and not later than 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other special
circumstances required additional time, in which case the decision must be
rendered within 120 days after such date. If special circumstances, such as the
32
need to hold a hearing, require additional time, the Claimant will be provided
with notice of the need for additional time before the end of the initial 60-day
period. The decision must be written in a manner calculated to be understood by
the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon
which the decision was based;
(c) a statement of the Claimant's right to bring a civil action
under section 502(a) of the Employee Retirement Income Security Act of 1974, as
amended;
(d) a statement of the Claimant's right to receive upon request
and free of charge, copies of all documents relevant to the claim for benefits
under this Plan; and
(e) such other matters as the Committee deems relevant.
10.5 Manner of Notification. The Committee may notify a Claimant of its
decision either in writing or, where electronic notification would be
appropriate under ERISA, electronically.
10.6 Legal Action. A Claimant's compliance with the foregoing provisions
of this section 10 is a mandatory prerequisite to Participant's or beneficiary's
right to commence any legal action with respect to any claim for benefits under
this Plan.
SECTION 11 - 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 12 - EXECUTION
Crawford & Company, as the SERP sponsor, has executed this SERP to
evidence the adoption of this amendment and restatement by the
Nominating/Corporate Governance/Compensation Committee of its Board of Directors
this 27th day of April, 2004.
CRAWFORD & COMPANY
By: /s/ Marshall G. Long
---------------------------------
Marshall G. Long, President & CEO
33
EXHIBIT A
CRAWFORD & COMPANY SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED JULY 22, 2003 EFFECTIVE
AS OF JANUARY 1, 2003
AMENDED AND RESTATED AS OF FEBRUARY 3, 2004 AND APRIL 27, 2004
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
Marshall G. Long
Annette L. Sanchez
34