EXHIBIT 10.4
XXXXXXX X. XXXXXXX
AGREEMENT
THIS AGREEMENT ("Agreement"), effective and entered into as of the 18th day
of February 2004, by and among Unified Financial Services, Inc., a Delaware
corporation with corporate offices in Lexington, Kentucky ("Unified Financial"),
Unified Trust Company, National Association, a limited purpose national trust
company, Unified Fund Services, Inc., a Delaware corporation, Unified Financial
Securities, Inc., an Indiana corporation, Fiduciary Counsel, Inc., a Delaware
corporation, Commonwealth Premium Finance Corporation, a Kentucky corporation,
Unified Insurance Managers, Inc., a Kentucky corporation, Unified Employee
Services, Inc., a Delaware corporation, and Equity Insurance Managers of
Illinois, LLC, an Illinois limited liability company (collectively with Unified
Financial, the "Unified Entities"), on the one hand, and Xxxxxxx X. Xxxxxxx, a
resident of the Commonwealth of Kentucky ("Executive"), on the other hand. Each
party acknowledges and agrees that it is receiving consideration for its
execution of this Agreement by way of the releases granted by Executive
hereunder and under that certain letter agreement of Executive, dated as of
February 18, 2004, which letter is incorporated herein and made a part hereof.
1. Each Unified Entity agrees that it will not denigrate, defame, disparage
or cast aspersions upon Executive to anyone, whether in its employ or elsewhere.
In particular, each Unified Entity agrees not to make any derogatory statements
about Executive to employees, stockholders, customers, competitors, suppliers,
regulatory authorities, members of the public, members of the media or any other
person, nor shall any Unified Entity harm or in any way adversely affect
Executive's reputation. Each Unified Entity further agrees that it will not make
any disparaging remarks about Executive or undertake any conduct, activity,
communication, or conversation that is intended to interfere with Executive's
ability to obtain employment in the future, and will instruct Xxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxx, and Xxxxxx X.
Xxxxxxxx and inform Xxxxx X. Xxxx of its obligations under this letter. Nothing
in this paragraph shall prevent Unified Financial and/or any Unified Entity from
giving truthful testimony or information to law enforcement entities,
administrative agencies or courts or in any other legal proceedings as required
by law.
2. Executive hereby agrees that he will not denigrate, defame, disparage or
cast aspersions upon Unified Financial or the Unified Entities or individuals
associated with Unified Financial to anyone, whether in Unified Financial's
employ or elsewhere. Nothing contained in this paragraph shall prevent Executive
from giving truthful testimony or information to law enforcement entities,
administrative agencies or courts or in any other legal proceedings as required
by law.
3. Unified Financial hereby agrees that it will indemnify Executive
(including payment of expenses in advance of final disposition of any
proceeding) to the fullest extent permitted by the laws of Delaware and Unified
Financial's Amended and Restated Certificate of Incorporation, as amended, and
bylaws as in effect on February 29, 2004, or as subsequently liberalized
thereafter; and Executive shall be entitled to the protection of any insurance
policies Unified Financial elects to maintain for the benefit of its directors
and officers against all costs, charges, and expenses whatsoever incurred by
Executive in connection with any action, suit, or proceeding to which Executive
may be made a party by reason of Executive being or having been a director,
officer, or employee of Unified Financial and/or any other Unified Entity, in
accordance with the terms of such policies.
4. This Agreement shall be binding upon and inure to the benefit of
Executive and the Unified Entities, and Executive's heirs, administrators,
representatives and executors, and the successors and assigns of the Unified
Entities. This Agreement shall be governed by the internal laws of the
Commonwealth of Kentucky, without reference to its conflict of laws principles.
This Agreement (including the letter incorporated herein by reference)
constitutes the entire agreement between and among the parties hereto, and
supersedes all prior agreements and understandings, executed between or among
the parties with respect to or arising out of Executive's employment
relationship with the Unified Entities. Separate copies of this document shall
constitute original documents, which may be signed separately but which together
will constitute one single agreement. The parties hereto shall be entitled to
rely on each other's original signatures or facsimile signatures. This Agreement
will not be binding on any party, however, until signed by all parties and
parties' representatives.
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IN WITNESS WHEREOF, Unified Financial, Executive and each of the other
Unified Entities has executed this Agreement on the date written opposite their
authorized signature.
Date:__________________________ /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------------------
Xxxxxxx X. Xxxxxxx
Date: UNIFIED FINANCIAL SERVICES, INC.
-------------------------------
By:/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President and Chief
Executive Officer
Date: UNIFIED FUND SERVICES, INC.
-------------------------------
By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Executive
Vice President
Date: UNIFIED TRUST COMPANY, N.A.
-------------------------------
By:/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Chief Financial Officer
Date: UNIFIED FINANCIAL SECURITIES, INC.
---------------------------------
By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Vice President
Date: FIDUCIARY COUNSEL, INC.
-------------------------------
By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Treasurer
Date: COMMONWEALTH PREMIUM FINANCE CORPORATION
--------------------------------
By:/s/ Xxxx X. Xxxxx
----------------------------------------------------------
Xxxx X. Xxxxx, Vice President
Date: UNIFIED INSURANCE MANAGERS, INC.
--------------------------------
By:/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President
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Date: UNIFIED EMPLOYEE SERVICES, INC.
-------------------------------
By:/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President
Date: EQUITY INSURANCE MANAGERS OF
------------------------------- ILLINOIS, LLC
By:/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Manager
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