Exhibit 10.3
AMENDMENT TO
EMPLOYMENT AGREEMENT
____________________
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into as of the 1st day of January 2003, by and between UNIFIED
TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association ("Unified
Trust"), and XX. XXXXXXX X. XXXXXX ("Employee").
W I T N E S S E T H
WHEREAS, Employee and Health Financial, Inc., a Kentucky
corporation ("Health Financial"), were parties to that certain Employment
Agreement, dated June 1, 1997 (the "Primary Agreement"); and
WHEREAS, effective as of June 18, 2002, Employee, Unified
Trust and Health Financial entered into that certain Tri-Party Agreement, dated
as of June 18, 2002 (the "Tri-Party Agreement" and, together with the Primary
Agreement, the "Employment Agreement"), pursuant to which, among other things,
Unified Trust was substituted for Health Financial as a party to the Primary
Agreement; and
WHEREAS, Employee and Unified Trust desire to enter into this
Agreement to amend certain provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Notwithstanding the provisions of Section 2.3(a) of the
Primary Agreement and Section 4 of the Tri-Party Agreement, Employee hereby
acknowledges, accepts, consents to and ratifies the $25,000 per annum reduction
in his Annual Base Salary ($300,000 per annum to $275,000 per annum), which
reduction was effective as of January 1, 2003. Employee hereby acknowledges and
agrees that such salary reduction shall not constitute a breach of the
Employment Agreement. Employee and Unified Trust hereby acknowledge and agree
that for all purposes of the Employment Agreement, Employee's Annual Base Salary
shall now be $275,000 per annum. Employee and Unified Trust further acknowledge
and agree that Employee's Annual Base Salary shall remain $275,000 until such
time as Employee provides written notice to Unified Trust that his Annual Base
Salary shall be increased, which rate of salary may be increased by Employee up
to $500,000 per annum (any such increase to be effective upon receipt by Unified
Trust of such written notice from Employee); provided, however, in no event
shall Employee be entitled to increase his Annual Base Salary pursuant to this
Section 1 before January 1, 2004. The board of directors of Unified Trust also
may increase Employee's Annual Base Salary from time to time.
2. Other than as amended hereby, the Employment Agreement
remains in full force and effect. This Agreement may be executed in several
counterparts, each of which shall be deemed the original, but all of which
together constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed as of the day and year first written above.
/s/ Xx. Xxxxxxx X. Xxxxxx
_________________________
Xx. Xxxxxxx X. Xxxxxx
UNIFIED TRUST COMPANY, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
________________________
Xxxxxxx X. Xxxxxxxx, Vice President
