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) NOVEMBER 28, 2005
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CRAWFORD & COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
1-10356 58-0506554
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(Commission File Number) (IRS Employer Identification No.)
5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA 30342
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(Address of Principal Executive Offices) (Zip Code)
(404) 256-0830
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On November 22, 2005, Crawford & Company (the "Company") entered into a
Terms of Employment Agreement with Allen W. Nelson, Senior Vice President --
General Counsel and Corporate Secretary of the Company. The agreement provides
in the event that Mr. Nelson's employment with the Company is terminated due for
reasons other than "cause", or in the event of a "change-in-control" of the
Company, both as solely defined by the Chief Executive Officer, the Company
agrees to provide one year of Mr. Nelson's then current base salary.
Additionally, the Company will provide continuation of eligible medical
benefits, for a period of one year, under COBRA. Also, all stock options granted
to Mr. Nelson will immediately vest and become exercisable for a ninety (90) day
period following the date of termination. The agreement also provides that,
prior to the severance amounts being paid and options vesting, that the Company
and Mr. Nelson agree to mutually acceptable terms of confidentiality,
non-solicitation, cooperation and other reasonable and customary terms of a
severance agreement at the time of his termination of employment.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit Number Descriptions
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10.1 Terms of Employment, dated November 22, 2005,
between Allen W. Nelson and Crawford & Company
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.
CRAWFORD & COMPANY
By: /s/ Allen W. Nelson
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Senior Vice President -- General
Counsel & Corporate Secretary
Dated: November 28, 2005