EXHIBIT 10.3
CRAWFORD & COMPANY
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Section 1. Plan Established. Crawford & Company, a Georgia corporation,
hereby adopts as of the 4th day of February, 1997, this 1997 Non-Employee
Director Stock Option Plan, pursuant to which Non-Employee Directors of the
Company shall be granted Options to purchase shares of the Class A Common Stock
of the Company; provided that no Option shall be granted under the Plan until
shareholder approval of the Plan has been obtained and provided further that the
Plan will terminate if shareholder approval is not received for the Plan within
twelve (12) months after the date first written above.
Section 2. Purpose of Plan. The purpose of the Plan is to strengthen the
Company by providing to Non-Employee Directors added incentives for high levels
of performance and to encourage stock ownership in the Company on a basis
consistent with that provided to key employees, including employee directors,
under the Company's stock option and stock purchase plans. The Plan seeks to
accomplish these goals by providing a means whereby these Non-Employee Directors
shall be given an opportunity to purchase, by way of option, shares of Stock of
the Company.
Section 3. Definitions:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Company" means Crawford & Company, a Georgia corporation and any
successor to such corporation.
(d) "Fair Market Value" means the closing price for a share of Stock
on the New York Stock Exchange (or if Stock is no longer traded on the New
York Stock Exchange, on the exchange or quotation system which reports or
quotes the closing price for a share of Stock) as accurately reported for
any date (or, if no shares of Stock are traded on such date, for the
immediately preceding date on which shares of Stock were traded) in The
Wall Street Journal (or if The Wall Street Journal no longer reports such
price, in a newspaper or trade journal selected by the Board).
(e) "Non-Employee Director" means any member of the Board who is not,
at the time of grant of an Option, an employee or officer of the Company.
(f) "Option" means any option awarded under this Plan.
(g) "Optionee" means any Non-Employee Director awarded an Option.
(h) "Plan" means this Crawford & Company 1997 Non-Employee Director
Stock Option Plan, as amended from time to time.
(i) "Stock" means the Class A Common Stock of the Company.
Section 4. Eligibility. Each Non-Employee Director shall be eligible to and
shall receive Options on (i) the day of the shareholder meeting of the Company
at which the Plan is approved for all Non-Employee Directors elected or
re-elected to the Board at that meeting; (ii) the day of first election to the
Board for all individuals who are not members of the Board on the date of
shareholder approval of the Plan; and (iii) on the day of each annual meeting of
the shareholders of the Company following shareholder approval of the Plan and
in which the Non-Employee Director is re-elected to the Board.
Section 5. Grant of Options. Options shall be granted for the indicated
number of shares of Stock to each eligible Non-Employee Director as follows:
(i) 10,000 shares on the day of shareholder approval of the Plan;
(ii) 10,000 shares on the day of first election to the Board; and
(iii) 2,000 shares on the day of re-election to the Board after shareholder
approval of the Plan.
Section 6. Shares Subject to the Plan. The maximum aggregate number of
shares in respect to which Options may be granted is 300,000 shares of Stock.
The maximum aggregate number of shares is subject, however, to increase or
decrease pursuant to the provisions of Section 13. If any Option will terminate
for any reason without having been exercised in full, the shares applicable to
the unexercised portion of the Option will become available for other Options
under this Plan, unless the Plan is then terminated.
Section 7. Term of Plan. The Plan will continue for a period of ten (10)
years from the date upon which it is approved by the Shareholders of the
Company; provided, however, that the Board or Shareholders may terminate the
Plan at any time within their absolute discretion. No such termination, other
than as provided for in Section 14, will in any way affect any Option then
outstanding.
Section 8. Option Price. The option price of the shares under each Option
shall be the Fair Market Value of the shares on the date of the grant of the
Option.
Section 9. Exercise of Options. Each Option shall be exercisable at any
time after grant and before termination in accordance with Sections 11 and 14 by
delivery to the Company's Corporate Secretary of a notice of exercise, together
with payment in accordance with Section 10.
Section 10. Payment of the Option Price.
(a) Full payment of the option price for the number of shares
specified in the notice of exercise delivered pursuant to Section 9 shall
accompany such notice of exercise.
(b) The option price may be paid (i) in cash or certified check; (ii)
by delivery to the Company of shares of Stock with a Fair Market Value on
the exercise date equal to the option price; or (iii) by any combination of
(i) or (ii).
Section 11. Termination of the Option. Subject to Section 14, each Option
shall terminate on:
(i) the date on which the Optionee is no longer a Non-Employee Director,
but only if such date occurs prior to the fifth anniversary of the
grant date of the Option; or
(ii) if the Optionee remains a Non-Employee Director through the fifth
anniversary of the grant date of the Option, on the tenth anniversary
of the grant date of the Option.
Section 12. Non-Transferable. No Option will be assignable or transferable
except by will or by laws of descent and distribution. Any other attempted
assignment or transfer, or any attempted pledge, hypothecation or other
disposition of, or levy of any execution, attachment or similar process upon any
Option will be null and void and without effect. During the lifetime of an
Optionee, the Option will be exercisable only by the Optionee.
Section 13. Change in Capitalization. If the outstanding shares of Stock
are increased, decreased, or changed into, or exchanged for a different number
or kind of shares or securities of the Company, without receipt of consideration
by the Company, through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation, or
otherwise, an adjustment will be made in the number and kind of shares as to
which Options may be granted and a corresponding adjustment changing the number
or kind of shares and the exercise price per share allocated to unexercised
Options, or portions thereof, which will have been granted prior to any such
change will likewise be made. Any such adjustment, however, in an outstanding
Option will be made without change in the total price applicable to the
unexercised portion of the Option, but with a corresponding adjustment in the
number of shares and price for each share subject to the Option. Adjustments
under this Section will be limited to and be on the same basis as those made
under the Company's 1997 Key Employee Stock Option Plan. No fractional shares of
Stock will be issued under the Plan on account of any such adjustment.
Section 14. Mergers or Consolidations. Not less than thirty (30) days prior
to the dissolution or liquidation of the Company or a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company will not be the surviving or resulting corporation, or a sale of
substantially all of the assets of the Company to another person, or a reverse
merger in which the Company is the surviving corporation but the shares of the
Stock outstanding immediately preceding the merger are to be converted by virtue
of the merger to other property (a "Terminating Event"), the Board shall notify
each Optionee of the pendency of the Terminating Event. Upon the date thirty
(30) days after delivery of the notice, any Option or portion thereof not
exercised will terminate, and upon the effective date of the Terminating Event,
the Plan will terminate, unless provision is made in connection with the
Terminating Event for assumption of Options previously granted, or substitution
for such Options of new options offering stock of a successor employer
corporation, or a parent or subsidiary corporation thereof, solely at the option
of the successor corporation or parent or subsidiary corporation, with
appropriate adjustments as to the number and kind of shares and prices.
Section 15. Disposition of Shares. Any Optionee who acquires Stock pursuant
to an Option will, so long as he or she remains a member of the Board, be
obligated to advise the Company in the case of each sale or other disposition of
any Stock so acquired, such advice to be
given to the Company's Corporate Secretary immediately upon the occurrence of
any such sale or other disposition.
Section 16. Option Certificate. Each Option granted will be evidenced by a
written Option Certificate executed on behalf of the Company in the form
attached as Exhibit "A" hereto.
Section 17. Amendment of Plan and Options. The Board may only make changes
in the Plan with the approval of the shareholders of the Company, other than
changes required by the Code, federal securities laws, or rules and regulations
promulgated thereunder. No change in the terms and conditions of any Option may
be made without the consent of the Optionee.
Section 18. Applicable Law; Severability; Interpretation. The Plan will be
construed, administered, and governed in all respects in accordance with the
laws of the State of Georgia. If any provision of the Plan will be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions of the Plan will continue to be fully effective. For purposes of this
Plan, references to the masculine shall include the feminine, reference to the
singular shall include the plural, and references to the plural shall include
the singular.
Section 19. Shares Reserved. The Company shall at all times during the term
of the Plan reserve and keep available the number of shares of Stock as will be
sufficient to satisfy the requirements of the Plan, and will pay all fees and
expenses necessarily incurred by the Company in connection therewith.
Section 20. No Shareholder Rights. No Optionee shall have any rights as a
shareholder of the Company as a result of the grant of an Option to him or her
under this Plan or his or her exercise of such Option pending the actual
delivery of Stock subject to such Option to such Optionee.
Section 21. Titles. Titles are provided in this Plan for convenience only
and are not to serve as a basis for interpretation or construction of the Plan.
On this 4th day of February, 1997, I hereby certify that the foregoing Plan
was duly adopted by the Board on this date.
/s/ Judd F. Osten
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Judd F. Osten
Corporate Secretary
(Corporate Seal)
On this 22nd day of April, 1997, I hereby certify that the foregoing Plan
was duly approved by the shareholders on April 22, 1997.
/s/ Judd F. Osten
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Judd F. Osten
Corporate Secretary
(Corporate Seal)