EXHIBIT 10.4
TIMOTHY L. ASHBURN
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
Timothy L. Ashburn, 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
Weaver H. Gaines,
Philip L. Conover, John S. Penn, Gregory W.
Kasten, Jack R. Orben, and Thomas G.
Napurano and inform Alice T. Kane 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 enforcem
