Crawford & Co Sample Contracts

Crawford & Co – Director Compensation Summary Term Sheet (February 25th, 2019)

During calendar year 2018, each non-employee member of the Board was entitled to receive an aggregate of $130,000 in cash and restricted stock. The cash portion of the compensation was paid quarterly in $10,000 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and vested on December 31, 2018 to individuals who were on the Board on December 31, 2018.

Crawford & Co – STOCK PURCHASE AGREEMENT (January 23rd, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 22, 2019 by and among Crawford & Company (“Buyer”), and _____________ (“Seller”). The Buyer and the Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

Crawford & Co – LIMITED CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (June 18th, 2018)

This LIMITED CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 15th day of June, 2018 (this “Amendment”), is entered into among CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), CRAWFORD & COMPANY RISK SERVICES INVESTMENTS LIMITED, a limited company incorporated under the laws of England and Wales with registered number 02855446 (the “UK Borrower”), CRAWFORD & COMPANY (CANADA) INC., a corporation incorporated under the laws of Canada (the “Canadian Borrower”), CRAWFORD & COMPANY (AUSTRALIA) PTY. LTD., a proprietary limited organized in Australia (ABN 11 002 317 133) (the “Australian Borrower” and, together with Crawford, the UK Borrower and the Canadian Borrower, the “Borrowers”), the Subsidiary Guarantors under the hereinafter defined Credit Agreement, the Lenders under the hereinafter defined Credit Agreement party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent under the hereinafter defined Credit Agreement (the “A

Crawford & Co – Current DRAFT as of 5:21 pm EDT, June 15 Crawford & Company® Announces Agreement to Sell Garden City Group® to Epiq (June 18th, 2018)

ATLANTA (June 18, 2018) – Crawford & Company®, the world’s largest publicly listed independent provider of claims management solutions to insurance companies and self-insured entities, today announced that it has sold Garden City Group, LLCSM (GCG®), its legal administrative services unit to Epiq, a worldwide provider of legal services, serving law firms, corporations and financial institutions.

Crawford & Co – MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND BETWEEN CRAWFORD & COMPANY CRAWFORD & COMPANY (CANADA) INC. EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC. AND EPIQ SYSTEMS CANADA ULC Dated as of June 15, 2018 (June 18th, 2018)

This MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT, dated June 15, 2018 (this “Agreement”), is made and entered into by and between Crawford & Company, a Georgia corporation (“Equity Seller”), Crawford & Company (Canada) Inc., a Canada corporation (“Asset Seller”; each of Equity Seller and Asset Seller, a “Seller” and collectively “Sellers”), Epiq Class Action & Claims Solutions, Inc., a Rhode Island corporation (“Equity Buyer”), and Epiq Systems Canada ULC, a British Columbia unlimited liability company (“Asset Buyer” each of Equity Buyer and Asset Buyer, a “Buyer” and collectively “Buyers”). Buyers (collectively) and Sellers (collectively) are each referred to individually as a “Party” and collectively as the “Parties”.

Crawford & Co – DATED December 1, 2014 (May 10th, 2018)
Crawford & Co – STOCK PURCHASE AND SALE AGREEMENT (March 13th, 2018)

THIS STOCK PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of March, 2018 (the “Effective Date”), by and between David Brocklehurst, a resident of England (“Brocklehurst”), and Crawford & Company, a Georgia corporation (the “Company”).

Crawford & Co – Director Compensation Summary Term Sheet (March 7th, 2018)

During calendar year 2017, each non-employee member of the Board was entitled to receive an aggregate of $130,000 in cash and restricted stock. The cash portion of the compensation was paid quarterly in $10,000 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and vested on December 31, 2017 to individuals who were on the Board on December 31, 2017.

Crawford & Co – AMENDED AND RESTATED CREDIT AGREEMENT among CRAWFORD & COMPANY, CRAWFORD & COMPANY RISK SERVICES INVESTMENTS LIMITED, CRAWFORD & COMPANY (CANADA) INC., and CRAWFORD & COMPANY (AUSTRALIA) PTY. LTD., as Borrowers, THE LENDERS NAMED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Australian Security Trustee and UK Security Trustee, BANK OF AMERICA, N.A., as Syndication Agent, and CITIZENS BANK, N.A., as Documentation Agent $450,000,000 Senior Secured Credit Facilities WELLS FARGO SECURITIES, LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Joint Lead Arrangers (October 12th, 2017)

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 11th day of October, 2017, is made among CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), CRAWFORD & COMPANY RISK SERVICES INVESTMENTS LIMITED, a limited company incorporated under the laws of England and Wales with registered number 02855446 (the “UK Borrower”), CRAWFORD & COMPANY (CANADA) INC., a corporation incorporated under the laws of Canada (the “Canadian Borrower”), CRAWFORD & COMPANY (AUSTRALIA) PTY. LTD., a proprietary limited company organized in Australia (ACN 002 317 133) (the “Australian Borrower”), the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, Australian Security Trustee and UK Security Trustee, BANK OF AMERICA, N.A., as Syndication Agent for the Lenders, and CITIZENS BANK, N.A., as Documentation Agent for the Lenders.

Crawford & Co – AMENDED AND RESTATED GUARANTY AGREEMENT (October 12th, 2017)

THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of the 11th day of October, 2017 (this “Guaranty”), is made by CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), each of the undersigned Subsidiaries of Crawford, and each other Subsidiary of Crawford that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit A (a “Guarantor Accession”; each undersigned Subsidiary and such other Subsidiaries, each a “Guarantor” and collectively, the “Guarantors”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.

Crawford & Co – AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (October 12th, 2017)

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of the 11th day of October, 2017 (this “Agreement”), is made by CRAWFORD & COMPANY, a Georgia corporation (“Crawford”), and by each of the undersigned Subsidiaries of Crawford and each other Subsidiary of Crawford that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit C (a “Pledgor Accession”; the undersigned and such other Subsidiaries, collectively, together with Crawford, the “Pledgors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), for the benefit of the Secured Parties (as hereinafter defined). Except as otherwise provided herein, capitalized terms used herein without definition have the meanings given to them in the Credit Agreement referred to below.

Crawford & Co – CRAWFORD & COMPANY EXECUTIVE EMPLOYMENT AGREEMENT (August 9th, 2017)

This Agreement is made between Rohit Verma (“Employee”) and Crawford & Company (“Crawford” or “the Company”). In consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration including, but not limited to, the employment of Employee by Crawford, the wages offered and to be paid to Employee by Crawford during Employee’s employment, the training the Employee will receive from the Company regarding compliance and the methods and operations of the Company at considerable expense to the Company, and access to and knowledge of the Company’s confidential information and trade secrets the Employee will receive, the parties hereto agree as follows:

Crawford & Co – DATED 4 May 2017 (May 10th, 2017)

CRAWFORD & COMPANY EMEA/AP MANAGEMENT LIMITED (company number 01313383) whose registered office is at 70 Mark Lane, London, England, EC3R 7NQ (“Company”); and

Crawford & Co – CRAWFORD & COMPANY EXECUTIVE EMPLOYMENT AGREEMENT (May 8th, 2017)

This Agreement is made between Kenneth A. Cutshaw (“Employee”) and Crawford & Company (“Crawford” or “the Company”). In consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration including, but not limited to, the employment of Employee by Crawford, the wages offered and to be paid to Employee by Crawford during Employee’s employment, the training the Employee will receive from the Company regarding compliance and the methods and operations of the Company at considerable expense to the Company, and access to and knowledge of the Company’s confidential information and trade secrets the Employee will receive, the parties hereto agree as follows:

Crawford & Co – Director Compensation Summary Term Sheet (February 27th, 2017)

During calendar year 2016, each non-employee member of the Board was entitled to receive an aggregate of $130,000 in cash and restricted stock. The cash portion of the compensation was paid quarterly in $10,000 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and vested on December 31, 2016 to individuals who were on the Board on December 31, 2016.

Crawford & Co – February 27, 2017 Fourth Quarter and Full Year 2016 Earnings Conference Call (February 27th, 2017)
Crawford & Co – CRAWFORD & COMPANY EXECUTIVE EMPLOYMENT AGREEMENT (February 27th, 2017)

This Agreement is made between Andrew Robinson (“Employee”) and Crawford & Company (“Crawford” or “the Company”). In consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration including, but not limited to, the employment of Employee by Crawford, the wages offered and to be paid to Employee by Crawford during Employee’s employment, the training the Employee will receive from the Company regarding compliance and the methods and operations of the Company at considerable expense to the Company, and access to and knowledge of the Company’s confidential information and trade secrets the Employee will receive, the parties hereto agree as follows:

Crawford & Co – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among MATHEW SMITH, ROBIN SMITH, KENNETH KNOLL, THOSE ADDITIONAL SELLERS LISTED ON EXHIBIT A and CRAWFORD INNOVATIVE VENTURES, LLC dated as of December 6, 2016 (January 5th, 2017)

This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 6, 2016, is entered into by and among MATHEW SMITH, an individual resident of the state of Oklahoma, ROBIN SMITH, an individual resident of the state of Oklahoma, KENNETH KNOLL, an individual resident of the state of Oklahoma and THOSE ADDITIONAL SELLERS LISTED ON EXHIBIT A HERETO (collectively with Mathew Smith, Robin Smith and Kenneth Knoll, “Sellers”) and CRAWFORD INNOVATIVE VENTURES, LLC, a Delaware limited liability company (“Buyer”).

Crawford & Co – November 7, 2016 Third Quarter 2016 Earnings Conference Call (November 7th, 2016)
Crawford & Co – Press Release (November 7th, 2016)

ATLANTA, GA. (November 7, 2016) -- Crawford & Company (www.crawfordandcompany.com) (NYSE: CRD-A and CRD-B), one of the world's largest independent providers of claims management solutions to insurance companies and self-insured entities, today announced its financial results for the third quarter ended September 30, 2016, and increased and updated its full year 2016 guidance.

Crawford & Co – EMPLOYMENT AGREEMENT (August 8th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective the 1st day of July, 2016 (the “Effective Date”), by and between Crawford & Company, a Georgia corporation (the “Company”), and Harsha V. Agadi (“Executive”).

Crawford & Co – August 8, 2016 Second Quarter 2016 Earnings Conference Call (August 8th, 2016)
Crawford & Co – Press Release (August 8th, 2016)

ATLANTA, GA. (August 8, 2016) -- Crawford & Company (www.crawfordandcompany.com) (NYSE: CRDA and CRDB), one of the world's largest independent providers of claims management solutions to insurance companies and self-insured entities, today announced its financial results for the second quarter ended June 30, 2016.

Crawford & Co – Press Release (May 9th, 2016)

ATLANTA, GA. (May 9, 2016) -- Crawford & Company (www.crawfordandcompany.com) (NYSE: CRDA and CRDB), one of the world's largest independent providers of claims management solutions to insurance companies and self-insured entities, today announced its financial results for the first quarter ended March 31, 2016.

Crawford & Co – May 9, 2016 First Quarter 2016 Earnings Conference Call (May 9th, 2016)
Crawford & Co – Harsha V. Agadi Interim President & CEO (March 10th, 2016)

Consistent with our recent conversations, this offer letter (including the Confidentiality, Non-Solicitation and Non-Competition Agreement attached as Exhibit A hereto, collectively the “Offer Letter”) sets forth the terms and conditions of your employment with Crawford & Company (“Crawford” or the “Company”). If you choose to accept this offer, please sign and date below and return the executed Offer Letter to my attention.

Crawford & Co – Press Release (March 10th, 2016)

ATLANTA, GA. (March 10, 2016) -- Crawford & Company (www.crawfordandcompany.com) (NYSE: CRDA and CRDB), one of the world's largest independent providers of claims management solutions to insurance companies and self-insured entities, today announced its financial results for the fourth quarter and year ended December 31, 2015.

Crawford & Co – Director Compensation Summary Term Sheet (March 10th, 2016)

During calendar year 2015, each non-employee member of the Board was entitled to receive an aggregate of $85,000 in cash and restricted stock. The cash portion of the compensation was paid quarterly in $10,000 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, which shares vested December 31, 2015 to individuals who were on the Board on December 31, 2015.

Crawford & Co – Vince E. Cole EVP & CEO Property & Casualty Americas (March 10th, 2016)

Consistent with our recent conversations, this offer letter (including the Confidentiality, Non-Solicitation and Non-Competition Agreement attached as Exhibit A hereto, collectively the “Offer Letter”) sets forth the terms and conditions of your employment with Crawford & Company (“Crawford” or the “Company”) effective February 5, 2015. If you choose to accept this offer, please sign and date below and return the executed Offer Letter to my attention.

Crawford & Co – Harsha V. Agadi Interim President & CEO (March 10th, 2016)

Consistent with our recent conversations, this offer letter (including the Confidentiality, Non-Solicitation and Non-Competition Agreement attached as Exhibit A hereto, collectively the “Offer Letter”) sets forth the terms and conditions of your employment with Crawford & Company (“Crawford” or the “Company”). If you choose to accept this offer, please sign and date below and return the executed Offer Letter to my attention. If you accept our offer, this Offer Letter shall serve as notice of Crawford’s termination of that certain Consulting Agreement, dated as of December 1, 2015, between you and Crawford, with such termination effective as of the date of this Offer Letter.

Crawford & Co – RESTATED BY-LAWS OF CRAWFORD & COMPANY (reflecting amendments made through February 9, 2016) (February 12th, 2016)
Crawford & Co – CRAWFORD & COMPANY EXECUTIVE STOCK BONUS PLAN (January 26th, 2016)

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

Crawford & Co – FOR IMMEDIATE RELEASE Press Release (December 8th, 2015)

ATLANTA (Dec. 8, 2015) – Crawford & Company®, the world’s largest independent provider of claims management solutions to insurance companies and self-insured entities, today announced the expected departure of four members of the executive management team of its Garden City Group, LLC (GCG) operation. GCG is the recognized leader in legal administration for class action settlements, mass tort matters, bankruptcy cases and legal notice programs.

Crawford & Co – Separation Agreement (November 9th, 2015)

This Separation Agreement is being executed by Jeffrey T. Bowman (hereinafter “Executive”) as a condition of and in consideration of his receipt of certain financial benefits from Crawford & Company, a Georgia corporation (hereinafter the “Company”) pursuant to an employment agreement between Executive and the Company. Executive and the Company may be referred to collectively herein as the “Parties.”

Crawford & Co – Press Release (November 9th, 2015)

ATLANTA, GA. (November 9, 2015) -- Crawford & Company (www.crawfordandcompany.com) (NYSE: CRDA and CRDB), the world's largest independent provider of claims management solutions to insurance companies and self-insured entities, today announced its financial results for the third quarter ended September 30, 2015.