<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ----)<F*>
UNIFIED HOLDINGS, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- ------------------------------------------------------------------------------
(Title of Class of Securities)
----------------------------
(CUSIP Number)
Dr. Gregory W. Kasten COPY TO: David F. Morris, Esq.
HEALTH FINANCIAL, INC. THOMPSON COBURN
2353 Alexandria Drive, Ste. 100 One Mercantile Center
Lexington, Kentucky 40504 St. Louis, Missouri 63101
(606) 296-5678 (314) 552-6000
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1997
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
[FN]
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
<PAGE> 2
CUSIP NO. 13D
==============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Gregory W. Kasten
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF <F*>
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 325,000
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
325,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
==============================================================================
[FN]
- --------------------------
<F*> See Item 3.
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Unified Common Stock"), of Unified Holdings, Inc., a Delaware
corporation ("Unified"). The address of the principal executive offices of
Unified is 429 North Pennsylvania Street, Indianapolis, Indiana 46204-1873.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Name: Dr. Gregory W. Kasten
(b) Residence address: 3320 Tates Creek Road, Lexington,
Kentucky 40502.
(c) Present principal occupation and name, principal business
and address of any corporation or partnership in which such employment is
conducted:
President and Chief Executive Officer of Health Financial, Inc. ("Health
Financial"), a Kentucky corporation, wholly owned subsidiary of Unified and
registered investment advisor, the principal business of which is providing
investment advisory services to trusts, retirement plans, businesses and
individuals located in Kentucky. The address of the principal executive
offices of Health Financial is 2353 Alexandria Drive, Suite 100, Lexington,
Kentucky 40504.
(d) Dr. Gregory W. Kasten has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Dr. Gregory W. Kasten has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person has been or is
subject to any judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws of finding any violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Unified Common Stock reported in this Schedule 13D as
beneficially owned by Dr. Gregory W. Kasten were acquired on November 19,
1997, in connection with the acquisition by Unified on June 1, 1997 of 100%
of the total number of issued and outstanding shares of capital stock of
Health Financial pursuant to the terms and conditions of that certain
Agreement and Plan of Merger, dated April 25, 1997, as amended by that
certain First Amendment to the Agreement and Plan of Merger, dated May 31,
1997 (collectively, the "Merger Agreement"), by and between Unified, HFI
Acquisition Corporation, a wholly owned subsidiary of Unified, Health
Financial and Dr. Gregory W. Kasten, the sole shareholder of Health
Financial.
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION.
On June 1, 1997, Unified acquired (the "Acquisition") 100% of the total
number of issued and outstanding shares of capital stock of Health Financial
pursuant to the terms and conditions of the Merger Agreement. Under the
terms of the Merger Agreement, as soon as practicable following the effective
time of the Acquisition, Dr. Kasten would receive 325,000 shares (the
"Shares") of common stock, $.01 par value, of Unified (the "Unified Common
Stock"). The Shares were to be issued following a review by Unified of its
books and records in connection with the filing by Unified of a Registration
Statement on Form 10-SB, which review was completed on November 18, 1997.
The Shares were issued by Unified to Dr. Kasten on November 19, 1997.
On June 1, 1997, Unified entered into an employment agreement with Dr.
Kasten pursuant to which Dr. Kasten will serve as the President and Chief
Executive Officer of Health Financial for a period of at least two years
following the Acquisition.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Dr. Gregory W. Kasten may be deemed to be the beneficial owner of
325,000 shares of Unified Common Stock, representing 34.3% of the 947,768
shares of such class issued and outstanding as of November 19, 1997.
(b) Dr. Gregory W. Kasten may be deemed to have sole voting and
dispositive power with respect to 325,000 shares of Unified Common Stock,
representing 34.3% of the 947,768 shares of such class issued and outstanding
as of November 19, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS.
See Exhibit Index.
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: November 25, 1997 /s/ Gregory W. Kasten
------------------------------------
Dr. Gregory W. Kasten
<PAGE> 6
EXHIBIT INDEX
-------------
Exhibit A Agreement of Plan of Merger, dated April 25, 1997, by and between
Unified Holdings, Inc., HFI Acquisition Corporation, Health
Financial, Inc. and Dr. Gregory W. Kasten, filed as Exhibit 2.1
to Unified Holdings, Inc.'s Registration Statement on Form
10-SB, dated May 29, 1997, and incorporated herein by reference.
Exhibit B First Amendment to the Agreement and Plan of Merger, dated May
31, 1997, by and among Unified Holdings, Inc., HFI Acquisition
Corporation, Health Financial, Inc. and Dr. Gregory W. Kasten.
Exhibit C Employment Agreement, dated June 1, 1997, by and between Unified
Financial, Inc. and Dr. Gregory W. Kasten.
<PAGE> 7
EXHIBIT B
---------
FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF MERGER
----------------------------
This Amendment to the Agreement and Plan of Merger (the "Amendment") is
made and entered into this 31st day of May 1997 by and among Unified
Holdings, Inc., a Delaware corporation ("Unified"), HFI Acquisition
Corporation, a Kentucky corporation and wholly owned subsidiary of Unified
("Merger Sub" and, collectively with Unified, the "Buyers"), Health
Financial, Inc., a Kentucky corporation ("Seller"), and Dr. Gregory W.
Kasten, the sole shareholder of Seller ("Shareholder").
WITNESSETH:
WHEREAS, Unified, Merger Sub, Seller and Shareholder entered into that
certain Agreement and Plan of Merger dated April 25, 1997 (the "Agreement");
and
WHEREAS, the respective Board of Directors of Unified, Merger Sub and
Seller as well as Stockholder have heretofore approved the merger of Merger
Sub with and into Seller; and
WHEREAS, each of Unified, Merger Sub, Seller and Shareholder believes
that based upon events subsequent to April 25, 1997, certain provisions of
the Agreement should be amended to change the following: (i) the means of
effecting the proposed transaction; and (ii) the conditions to each party's
obligations to effect the proposed transaction.
NOW THEREFORE, in consideration of the premises and the agreements
herein contained, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree that the Agreement is hereby amended in each of the
following respects:
(1) Article I is hereby amended in its entirety to read as follows:
"THE STOCK PURCHASE
1.01 The Stock Purchase. Shareholder agrees to sell, and Unified
------------------
agrees to purchase, all of the issued and outstanding shares of
common stock, no par value, of Seller ("Seller Common Stock")
(the "Stock Purchase Transaction"). The purchase price shall
be 325,000 shares of common stock, $0.01 par value, of Unified
("Unified Common Stock"), in the aggregate (the "Stock Purchase
Consideration").
<PAGE> 8
1.02. Closing. The closing (the "Closing") of the Stock Purchase
-------
Transaction shall take place at 10:00 a.m., local time, on the date
that the Effective Time (as defined in Section 1.03) occurs (the
"Closing Date"), or at such other time, and at such place, as Unified
and Shareholder shall agree.
1.03. Effective Time. The Stock Purchase Transaction shall become
--------------
effective (the "Effective Time") as of June 1, 1997. Unified shall,
as soon as practicable after the Effective Time, issue a stock
certificate representing the Stock Purchase Consideration. The
parties contemplate that Unified shall immediately undertake a review
of its books and records in connection with the filing of the
Registration Statement (as defined in Section 5.02(a)) and that the
stock certificate representing the Stock Purchase Consideration shall
be issued on the day after such review is completed (the "Issue
Date").
1.04. Boards of Directors and Officers. At the Effective Time, the
--------------------------------
directors and officers of Seller immediately prior to the Effective
Time shall be the directors and officers, respectively, of the Seller
following the Stock Purchase Transaction, and such directors and
officers shall hold office in accordance with the Seller's Bylaws and
applicable law; provided, however, as of the Effective Time, Seller
shall take any and all actions necessary to add Timothy L. Ashburn as
a member of the Board of Directors of Seller.
1.05. Anti-Dilution Adjustments. If, on the Issue Date, the number
-------------------------
of issued and outstanding shares of Unified Common Stock exceeds
625,000, excluding shares issued in connection with any possible
acquisition transaction by Unified, then appropriate and
proportionate adjustment or adjustments will be made such that
Shareholder's proportionate interest in the outstanding Unified
Common Stock equals the quotient of 325 divided by 950.
1.06. Material Adverse Effect. As used in the Agreement, the term
-----------------------
"Material Adverse Effect" with respect to an entity means any
condition, event, change or occurrence that has or may reasonably be
expected to have a material adverse effect on the condition
(financial or otherwise), properties, business or results of
operations, of such entity and its "Subsidiaries" (as defined in Rule
1-02 of Regulation S-X promulgated by the Securities and Exchange
Commission (the "SEC")), taken as a whole as reflected in the Seller
Financial Statements (as defined in Section 2.05(b)) or the Unified
Financial Statements (as defined in Section 3.04), as the case may
be; it being understood that a Material Adverse Effect shall not
include: (i) a change with respect to, or effect on, such entity and
its Subsidiaries resulting from a change in law, rule, regulation,
generally accepted accounting principles or regulatory accounting
principles; or (ii) a change disclosed in the Seller Financial
Statements or the Unified Financial Statements, as the case may be."
- 2 -
<PAGE> 9
(2) The Agreement is hereby amended such that any reference to the
Merger shall mean the Stock Purchase Transaction, any reference to the
Surviving Corporation shall mean Seller and any reference to the Merger
Consideration shall mean the Stock Purchase Consideration.
(3) Section 3.02 is hereby amended to read as follows:
"3.02. Capitalization of Unified. As of the date hereof, Unified
-------------------------
had designated 10,000 shares of preferred stock, $0.01 par value, of
Unified ("Unified Preferred Stock") as "Series A 8% Cumulative
Preferred Stock," of which 8,486 shares were issued and outstanding,
and 10,000 shares of Unified Preferred Stock as "Series B 8%
Cumulative Preferred Stock, of which 8,583 shares were issued and
outstanding. As of the date hereof, 17,069 shares of Unified
Preferred Stock were issued and outstanding. At the Issue Date,
excluding shares to be issued in connection with any possible
acquisition transaction by Unified, no more than 625,000 shares of
Unified Common Stock will be issued and outstanding. At the Issue
Date, Unified shall have no authorized capital stock other than
Unified Common Stock and Unified Preferred Stock. At the Issue Date,
there shall be no shares of Unified Common Stock reserved for
issuance or issuable pursuant to any (i) Unified employee and/or
director stock option, incentive and/or benefits plans ("Unified
Employee/Director Stock Grants"), (ii) stock split or dividend.
Seller acknowledges that Unified anticipates filing with the
Secretary of State of the State of Delaware, prior to the Issue Date,
a change in the par value of Unified Common Stock to $0.01, (ii) an
increase in the number of shares of Unified Common Stock authorized
to a number equal to or less than 25,000,000, and (iii) a possible
reduction in the number of shares of Unified Preferred Stock
authorized to a number equal to or less than the number currently
outstanding.
Unified continually evaluates possible acquisitions and may prior
to the Issue Date enter into one or more agreements providing for,
and may consummate, the acquisition by it of another company (or the
assets thereof) for consideration that may include Equity Securities.
Notwithstanding the foregoing, neither Unified nor any Unified
Subsidiary has taken any action that would (i) prevent the
transactions contemplated hereby from qualifying as a reorganization
within the meaning of Section 368 of the Code or (ii) materially
impede or delay receipt of any approval referred to in Section
6.01(b) or the consummation of the transactions contemplated by this
Agreement. At the Issue Date, the Unified Common Stock to be issued
in the Stock Purchase Transaction will be duly authorized, validly
issued, fully paid and nonassessable, and will not be issued in
violation of any preemptive right of any shareholder of Unified."
(4) Section 6.01 of the Agreement is hereby amended to eliminate
subsection (d).
(5) Section 6.02 of the Agreement is hereby amended to eliminate
subsections (e) and (f).
- 3 -
<PAGE> 10
(6) Section 6.03 of the Agreement is hereby amended such that
subsection (e) shall read in its entirety as follows:
"(e) Surrender of Seller Common Stock. Shareholder shall have
--------------------------------
delivered to Unified a stock certificate representing 1,200 shares of
Seller Common Stock, which shares shall be the only shares of Seller
Common Stock issued and outstanding. In addition, Shareholder shall
represent to Unified that he has full power and authority to
exchange, sell, assign and transfer such shares of Seller Common
Stock and that, when the same are accepted by Unified, Unified will
acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that
such shares are not subject to any adverse claims or proxies."
(7) Section 7.01 of the Agreement is hereby amended to eliminate
subsection (f).
(8) The third sentence of Section 9.01 is hereby amended in its
entirety to read as follows:
"In the event of consummation of the Stock Purchase Transaction,
the agreements contained in or referred to in Sections 5.02(b), 5.06,
5.08, 5.09, 5.12, 5.13 and 5.14 and Article 8 shall survive the
Effective Time."
(9) Section 9.01 is hereby amended by appending the following sentence
to the end thereof:
"The representations set forth in Section 3.02 shall survive until
the Issue Date."
(10) The second sentence of Section 9.02 is hereby amended in its
entirety to read as follows:
"There shall not be any third party beneficiaries of any
provisions hereof except for Sections 5.08, 5.09 and 5.12 and Article
8, which may be enforced against Buyers, Seller or Shareholder by the
parties therein identified."
Other than as amended hereby, the Agreement remains in full force and
effect. This Amendment 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.
- 4 -
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
UNIFIED HOLDINGS, INC.
By: /s/ Timothy L. Ashburn
---------------------------------------
Timothy L. Ashburn, Chairman and
Chief Executive Officer
By: /s/ Lynn E. Wood
---------------------------------------
Lynn E. Wood, President and
Chief Operating Officer
HFI ACQUISITION CORPORATION
By: /s/ Timothy L. Ashburn
---------------------------------------
Timothy L. Ashburn, President and
Chief Executive Officer
HEALTH FINANCIAL, INC.
By: /s/ Dr. Gregory W. Kasten
---------------------------------------
Dr. Gregory W. Kasten, President
"SHAREHOLDER"
/s/ Dr. Gregory W. Kasten
-------------------------------------------
Dr. Gregory W. Kasten
- 5 -
<PAGE> 12
EXHIBIT C
---------
EMPLOYMENT AGREEMENT
This agreement ("Agreement") has been entered into this 1st day
of June, 1997, by and between Health Financial, Inc., a Kentucky corporation
("Health Financial"), and Dr. Gregory W. Kasten, an individual ("Executive"),
in connection with and as further mutual consideration for the sale of Health
Financial by Executive to Unified Holdings, Inc., a Delaware corporation
("Company"), pursuant to that certain Agreement and Plan of Merger (the
"Agreement and Plan of Merger") between Company and HFI Acquisition
Corporation, a Kentucky corporation ("HFI"), as Buyers, and Health Financial
and Executive, as Sellers, as amended by that certain First Amendment to the
Agreement and Plan of Merger dated May 31, 1997 by and between the Company
and HFI, as Buyers, and Health Financial and Executive, as Sellers.
RECITALS
The Board of Directors of Health Financial (the "Board"), has
determined that it is in the best interests of Health Financial and its
shareholder to reinforce and encourage the continued attention and dedication
of the Executive to Health Financial as a member of Health Financial's
management and to assure that Health Financial will have the continued
dedication of the Executive. The Board desires to provide for the continued
employment of the Executive on the terms hereof, and the Executive is willing
to commit himself to continue to serve Health Financial. Additionally, the
Board believes it is imperative to encourage the Executive's full attention
and dedication to Health Financial currently and to provide the Executive
with compensation and benefits arrangements upon the breach of this Agreement
by Health Financial, which ensures that the compensation and benefits
expectations of the Executive will be satisfied. Therefore, in order to
accomplish these objectives, the Board has caused Health Financial to enter
into this Agreement. Executive acknowledges that his assent to, and
fulfillment of, the terms and conditions of this Agreement is an
indispensable element of the consideration provided by Executive pursuant to
the Agreement and Plan of Merger.
IT IS AGREED AS FOLLOWS:
SECTION 1: DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different meaning.
1.1(a) "BOARD" means the Board of Directors of Health
Financial or the Company, as the case may be.
1.1(b) "CASH COMPENSATION" means the Executive's
Annual Base Salary (as defined in Section
2.3(a)) plus the Incentive Bonus (as defined in
Section 2.3(b)) awarded to the Executive in any
given year.
1.1(c) "CODE" shall mean the Internal Revenue Code of
1986, as amended.
1.1(d) "COMPANY" shall mean Unified Holdings, Inc., a
Delaware corporation and the sole shareholder
of Health Financial.
1.1(e) "EMPLOYMENT PERIOD" means the period that
begins on the Effective Date and ends on the
earlier of: (i) the close of business on the
date ending twenty-four (24) months after the
Effective Date, provided that, commencing on
the first anniversary of the Effective Date,
and continuing at each anniversary date
thereafter, this Agreement shall renew for an
additional year such that
-1-
<PAGE> 13
the remaining term shall be twenty-four (24)
months unless written notice is provided to
Executive at least ten (10) days and not more
than thirty (30) days prior to any such
anniversary date, that this Agreement shall not
renew, in which event this Agreement shall
expire at the end of twelve (12) months
following such anniversary date; or (ii) the
Date of Termination as defined in Section 3.6.
1.1(f) "EFFECTIVE DATE" shall mean June 1, 1997.
1.1(g) "HEALTH FINANCIAL" means Health Financial,
Inc., a Kentucky corporation.
1.1(h) "PERSON" means any "person" within the meaning
of Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended.
1.2 GENDER AND NUMBER. When appropriate, pronouns in this
Agreement used in the masculine gender include the feminine gender, words in
the singular include the plural, and words in the plural include the
singular.
1.3 HEADINGS. All headings in this Agreement are included
solely for ease of reference and do not bear on the interpretation of the
text. Accordingly, as used in this Agreement, the terms "Article" and
"Section" mean the text that accompanies the specified Article or Section of
the Agreement.
1.4 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the state of Kentucky, without
reference to its conflict of law principles.
SECTION 2: TERMS AND CONDITIONS OF EMPLOYMENT.
2.1 PERIOD OF EMPLOYMENT. Throughout the Employment Period,
the Executive shall remain in the employ of Health Financial in accordance
with the terms and provisions of this Agreement.
2.2 POSITIONS AND DUTIES.
2.2(a) Throughout the Employment Period, the Executive
shall be the President and Chief Executive Officer of
Health Financial. The Executive shall render
administrative and management services as are customarily
performed by persons situated in similar executive
capacities, and may have such other powers and duties as
may from time to time be prescribed by the Board. The
Executive shall also manage the investment portfolios under
the control of Health Financial in accordance with past
practice, and shall endeavor to maintain the levels of
investment performance previously achieved by Health
Financial.
2.2(b) Throughout the Employment Period (but excluding
any periods of vacation and sick leave to which he is
entitled), the Executive shall devote reasonable attention
and time during normal business hours to the business and
affairs of Health Financial and shall use his reasonable
best efforts to perform faithfully and efficiently such
responsibilities as are assigned to him under or in
accordance with this Agreement; provided that, it shall not
be a violation of this paragraph for the Executive to (i)
serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures or fulfill speaking
engagements, or (iii) manage personal investments for the
Executive's own account or those of family members, so long
as such activities do not interfere with the performance of
the Executive's responsibilities as an employee of Health
Financial in accordance with this Agreement.
-2-
<PAGE> 14
2.3 COMPENSATION. The Executive's annual Compensation and
other benefits described in this Section 2.3, shall be provided by Health
Financial.
2.3(a) ANNUAL BASE SALARY. For the first two-year
period within the Employment Period, the Executive shall
receive an annual base salary of $500,000, which shall be
due and paid in equal or substantially equal monthly
installments. Thereafter, during the Employment Period,
the annual base salary payable to the Executive shall be
reviewed thereafter at least annually beginning upon the
second anniversary of the Effective Date and upon each
anniversary date thereafter, but need not be adjusted
upward as a result of such review and shall not be reduced.
"Annual Base Salary" as used herein shall mean the annual
base salary for a then current year.
2.3(b) INCENTIVE BONUSES. In addition to Annual Base
Salary, the Executive shall be awarded an incentive bonus
on a basis commensurate with those provided through any
incentive compensation plan generally available to other
peer executives of Health Financial.
2.3(c) INCENTIVE, SAVINGS AND RETIREMENT PLANS.
Throughout the Employment Period, the Executive shall be
entitled to participate in, or receive cash benefits on a
basis commensurate with, all incentive, savings and
retirement plans generally available to other peer
executives of Health Financial.
2.3(d) WELFARE BENEFIT PLANS. Throughout the
Employment Period (and thereafter, subject to Section
4.1(c) hereof), the Executive and/or the Executive's
family, as the case may be, shall be eligible for
participation in and shall receive all benefits under, or
receive cash benefits on a basis commensurate with, welfare
benefit plans, practices, policies and programs provided by
Health Financial (including, without limitation, medical,
prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent
generally available to other peer executives of Health
Financial.
2.3(e) EXPENSES. Throughout the Employment Period,
the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the
Executive in accordance with the most favorable policies,
practices and procedures generally applicable to other peer
executives of Health Financial.
2.3(f) FRINGE BENEFITS. Throughout the Employment
Period, the Executive shall be entitled to such fringe
benefits as generally are provided to other peer executives
of Health Financial or shall receive cash benefits
commensurate therewith.
2.3(g) VACATION. Throughout the Employment Period,
the Executive shall be entitled to five (5) weeks paid
vacation.
SECTION 3: TERMINATION OF EMPLOYMENT.
3.1 DEATH. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period.
3.2 DISABILITY. If Health Financial determines in good
faith that the Disability of the Executive has occurred during the Employment
Period (pursuant to the definition of Disability set forth below), it may
give to the Executive written notice in accordance with Section 7.1 of its
intention to terminate the Executive's employment. In such event, the
Executive's employment with Health Financial shall terminate effective on the
thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within the thirty (30) days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean that the Executive has been unable to perform the
services required of
-3-
<PAGE> 15
the Executive hereunder on a full-time basis for a period of one hundred
eighty (180) consecutive business days by reason of a physical and/or mental
condition. "Disability" shall be deemed to exist when certified by a
physician selected by Health Financial or its insurers and acceptable to the
Executive or the Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably). The Executive will submit to
such examinations and tests as such physician deems necessary to make any
such Disability determination.
3.3 TERMINATION FOR CAUSE. Health Financial may terminate the
Executive's employment during the Employment Period for "Cause," which shall
mean termination based upon: (i) the Executive's willful and continued
failure to perform substantially his duties with Health Financial (other than
as a result of incapacity due to physical or mental condition), after a
demand for substantial performance is delivered to him by the Chairman of the
Board or the President or the Chairman of the Board of the Company, which
specifically identifies the manner in which the Executive has not
substantially performed his duties, (ii) the Executive's willful commission
of misconduct which is materially injurious to Health Financial, monetarily
or otherwise, or (iii) the Executive's material breach of any provision of
this Agreement. For purposes of this paragraph, no act, or failure to act on
the Executive's part shall be considered "willful" unless done, or omitted to
be done, without good faith and without reasonable belief that the act or
omission was in the best interest of Health Financial. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for
Cause unless and until (i) he receives a Notice of Termination (as defined in
Section 3.5) from the Chairman of the Board or the President or the Chairman
of the Board of Directors of the Company, (ii) he is given the opportunity,
with counsel to be heard before the Board of Directors of the Company, and
(iii) the Board of Directors of the Company finds, in its good faith opinion,
that the Executive was guilty of the conduct set forth in the Notice of
Termination.
3.4 GOOD REASON. The Executive may terminate his employment
with Health Financial for "Good Reason," which shall mean termination based
upon:
(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by
Section 2.2 or any other action by Health Financial which
results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose any
action not taken in bad faith and which is remedied by Company
or Health Financial promptly after receipt of notice thereof
given by the Executive;
(ii) (a) the failure by Health Financial to provide
benefits commensurate with any benefit or compensation plan,
stock ownership plan, life insurance plan, health and accident
plan or disability plan to which the Executive is entitled as
specified in Section 2.3, (b) the taking of any action by
Health Financial which would adversely affect the Executive's
participation in, or materially reduce the Executive's benefits
under, any plans described in Section 2.3, or deprive the
Executive of any material fringe benefit enjoyed by the
Executive as described in Section 2.3(f), or (c) the failure by
Health Financial to provide the Executive with the number of
paid vacation days to which the Executive is entitled as
described in Section 2.3(g); or
(iii) a material breach by Health Financial of any
provision of this Agreement.
3.5 NOTICE OF TERMINATION. Any termination by Health Financial
for Cause or Disability, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party, given in accordance
with Section 7.1. For purposes of this Agreement, a "Notice of Termination"
means a written notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated,
and (iii) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination
-4-
<PAGE> 16
date (which date shall be not more than fifteen (15) days after the giving of
such notice). The failure by the Executive or Health Financial to set forth
in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
Health Financial hereunder or preclude the Executive or Health Financial from
asserting such fact or circumstance in enforcing the Executive's or Health
Financial's rights hereunder.
3.6 DATE OF TERMINATION. "Date of Termination" means (i) if
the Executive's employment is terminated by Health Financial for Cause, or by
the Executive for Good Reason, the Date of Termination shall be the date of
receipt of the Notice of Termination or any later date specified therein, as
the case may be, (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be, (iii) if
the Executive's employment is terminated by Health Financial other than for
Cause, death or Disability, the Date of Termination shall be the date of
receipt of the Notice of Termination, or (iv) if the Executive shall
terminate employment with Health Financial for any reason other than for Good
Reason, the Date of Termination shall be the date the Executive shall
terminate his employment with Health Financial; provided that if within
thirty (30) days after any Notice of Termination is given, the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date
on which the dispute is finally determined, either by mutual written
agreement of the parties, or by a final judgment, order or decree of a court
of competent jurisdiction (the time for appeal therefrom having expired and
no appeal having been perfected).
SECTION 4: CERTAIN BENEFITS UPON TERMINATION.
4.1 TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD REASON.
If during the Employment Period: (i) Health Financial shall terminate the
Executive's employment without Cause, or (ii) the Executive shall terminate
employment with Health Financial for Good Reason, the Executive shall be
entitled to the benefits provided below:
4.1(a) "Accrued Obligations": On the fifth (5th)
business day following the Date of Termination, Health
Financial shall pay to the Executive the sum of (1) the
Executive's Annual Base Salary through the Date of Termination
to the extent not previously paid, (2) any compensation
previously deferred by the Executive (together with any accrued
interest or earnings thereon) and (3) any accrued vacation pay;
in each case to the extent not previously paid.
4.1(b) "Annual Base Salary Continuation": For the
remainder of the initial twenty-four (24) month period
occurring after the Date of Termination, if any, Health
Financial shall pay to the Executive, the Executive's
then-current Annual Base Salary as would have been paid to the
Executive had the Executive remained in Health Financial's
employ during such twenty-four (24) month period. Health
Financial at any time may elect to pay the balance of such
payments then remaining in a lump sum, in which case the total
of such payments shall be discounted to present value as
determined according to Code Section 280G(d)(4).
4.1(c) "Annual Noncompete Payments": After the later
of the Date of Termination and the expiration of the
twenty-four (24) month period described in Section 4.1(b), Health
Financial shall pay to the Executive, on a monthly basis in
arrears, $41,600 until the later of (i) the date five (5) years
after the date hereof and (ii) the date three (3) years after
the Date of Termination.
4.1(d) "Other Benefits": To the extent not previously
paid or provided, Health Financial shall timely pay or provide
to the Executive and/or the Executive's family any other
amounts or benefits required to be paid or provided for which
the Executive and/or the Executive's family is eligible to
receive pursuant to this Agreement and under any plan,
program, policy or practice or contract or agreement of Health
Financial as those provided
-5-
<PAGE> 17
generally to other peer executives and their families during
the ninety (90) day period immediately preceding the Effective
Date or, if more favorable to the Executive, as those provided
generally after the Effective Date to other peer executives of
Health Financial and their families. Over the remainder of
the Employment Period, the Executive shall also receive health
insurance benefits as maintained by Health Financial for the
benefit of its senior executive officers.
The Executive shall not be required to mitigate the amount
of any payment provided for in this Section by seeking other
employment or otherwise, nor shall the amount of any payment
provided for in this Section be reduced by any compensation
earned by the Executive as the result of employment by another
employer after the Date of Termination, or otherwise.
4.2 DEATH. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (as defined in Section 4.1(a)) (which shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash
within five (5) days of the Date of Termination) and (ii) the timely payment
or provision of Other Benefits (as defined in Section 4.1(d)), including
death benefits pursuant to the terms of any plan, policy, or arrangement of
Health Financial.
4.3 DISABILITY. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for (i) payment of Accrued Obligations (as defined in Section 4.1(a))
(which shall be paid to the Executive in a lump sum in cash within five (5)
days of the Date of Termination) and (ii) the timely payment or provision of
Other Benefits (as defined in Section 4.1(d)) including disability benefits
pursuant to the terms of any plan, policy or arrangement of Health Financial.
4.4 TERMINATION FOR CAUSE; TERMINATION OTHER THAN FOR GOOD
REASON. If the Executive's employment shall be terminated for Cause during
the Employment Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the
Executive Accrued Obligations (as defined in Section 4.1(a)). If the
Executive terminates employment with Health Financial during the Employment
Period, (excluding a termination for Good Reason), this Agreement shall
terminate without further obligations to the Executive, other than for
Accrued Obligations (as defined in Section 4.1(a)) and the timely payment or
provision of Other Benefits (as defined in Section 4.1(d)). In such case, all
Accrued Obligations shall be paid to the Executive in a lump sum in cash
within thirty (30) days of the Date of Termination. If the Executive's
employment shall terminate for the reasons stated in this Section, the
provisions of Section 5 shall continue to apply.
4.5 NON-EXCLUSIVITY OF RIGHTS. Except as provided in Sections
4.1(d) nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by Health Financial and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive
may have under any contract or agreement with Health Financial. Amounts
which are vested benefits of which the Executive is otherwise entitled to
receive under any plan, policy, practice or program of, or any contract or
agreement with, Health Financial at or subsequent to the Date of Termination,
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.
4.6 FULL SETTLEMENT. Health Financial's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which Health Financial
may have against the Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except as provided in Sections 4.1(d), such
amounts shall not be
-6-
<PAGE> 18
reduced whether or not the Executive obtains other employment. Health
Financial agrees to pay promptly as incurred, to the full extent permitted by
law, all legal fees and expenses which the Executive may reasonable incur as
a result of any contest (regardless of the outcome thereof) by Health
Financial, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive
regarding the amount of any payment pursuant to this Agreement), plus in each
case interest on any delayed payment at the applicable Federal rate provided
for in Code Section 7872(f)(2)(A).
4.7 RESOLUTION OF DISPUTES. If there shall be any dispute
between Health Financial and the Executive (i) in the event of any
termination of the Executive's employment by Health Financial, whether such
termination was for Cause, or (ii) in the event of any termination of
employment by the Executive, whether Good Reason existed, then, unless and
until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made
in good faith, Health Financial shall pay all amounts, and provide all
benefits, to the Executive and/or the Executive's family or other
beneficiaries, as the case may be, that Health Financial would be required to
pay or provide pursuant to Section 4.1 as though such termination were by
Health Financial without Cause or by the Executive with Good Reason;
provided, however, that Health Financial shall not be required to pay any
disputed amounts pursuant to this paragraph except upon receipt of an
undertaking by or on behalf of the Executive to repay all such amounts to
which the Executive is ultimately adjudged by such court not to be entitled.
SECTION 5: NON-COMPETITION.
5.1 NON-COMPETE AGREEMENT.
5.1(a) It is agreed that during the Employment Period
and until the later of (i) the date five (5) years after the
date hereof and (ii) the date three (3) years after the Date
of Termination, the Executive shall not, without prior written
approval of the Board of Directors of the Company, become an
officer, employee, agent, partner, or director of any business
enterprise in substantial direct competition (as defined in
Section 5.1(b)) with Health Financial.
5.1(b) For purposes of Section 5.1, a business
enterprise with which the Executive becomes associated as an
officer, employee, agent, partner, or director shall be
considered in substantial direct competition, if such entity
competes with Health Financial in any business in which Health
Financial is engaged and is within in Health Financial's
market area (as defined herein) during the Employment Period
and as of the Date of Termination. Health Financial's market
area is defined for this purpose, as those states in which
reside customers of Health Financial or the Company. In the
event any court shall determine that such area where
competition is prohibited or the time period during which
competition is prohibited is overbroad, then the area or time
where such competition is prohibited shall be reduced
appropriately as the court may determine is necessary to make
this Section 5 enforceable.
5.2 NON-SOLICITATION OF EMPLOYEES. It is agreed that during
the Employment Period and until the later of (i) the date five (5) years
after the date hereof and (ii) the date three (3) years after the Date of
Termination, Executive shall not, either directly or indirectly, approach or
solicit any employee of the Company or any subsidiary or affiliate thereof,
with a view towards enticing such employee to leave the employ of the Company
or any subsidiary or affiliate thereof, as the case may be, to work for the
Executive or any Person.
5.3 NON-SOLICITATION OF CUSTOMERS. It is agreed that during
the Employment Period and until the later of (i) the date five (5) years
after the date hereof and (ii) the date three (3) years after the Date of
Termination, Executive shall not, either directly or indirectly, approach or
solicit any past or existing customers of the Company or any subsidiary or
affiliate thereof, with a view towards diverting or
-7-
<PAGE> 19
attempting to divert from the Company or any subsidiary or affiliate thereof,
as the case may be, any business that the Company or any subsidiary or
affiliate thereof, as the case may be, has enjoyed, to the Executive or to
any other Person who or which is competitive with the Company and/or its
subsidiaries and/or its affiliates.
5.4 CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of Health Financial all secret or
confidential information, knowledge or data relating to Health Financial or
any of its affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment by
Health Financial and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in
violation of this Agreement). After termination of the Executive's
employment with Health Financial, the Executive shall not, without the prior
written consent of Health Financial, or as may otherwise be required by law
or legal process, communicate or divulge any such information, knowledge or
data to anyone other than Health Financial and those designated by it. In no
event shall an asserted violation of the provisions of this Section
constitute a basis for deferring or withholding any amounts otherwise payable
to the Executive under this Agreement.
5.5 REASONABLENESS OF COVENANTS. The Executive acknowledges
and agrees that the covenants and agreements contained in Sections 5.1
through 5.4 hereof are reasonable, and the Executive shall not raise any
issue of their reasonableness in any proceeding to enforce such covenants and
agreements.
SECTION 6: SUCCESSORS.
6.1 SUCCESSORS OF EXECUTIVE. This Agreement is personal to the
Executive, and without the prior written consent of Health Financial, amounts
receivable hereunder shall not be assignable by the Executive otherwise than
by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal
representatives.
SECTION 7: MISCELLANEOUS.
7.1 NOTICE. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified
or registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses as set forth below; provided that all notices to
Health Financial shall be directed to the attention of the President of
Health Financial with a copy to the Secretary of Health Financial, or to such
other address as one party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
Notice to Executive:
-------------------
Dr. Gregory W. Kasten
3320 Tates Creek Road
Lexington, Kentucky 40502
Notice to Health Financial:
--------------------------
Health Financial, Inc.
c/o Unified Holdings, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: President
7.2 VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.
-8-
<PAGE> 20
7.3 WITHHOLDING. Health Financial may withhold from any
amounts payable under this Agreement such Federal, state or local taxes as
shall be required to be withheld pursuant to any applicable law or
regulation.
7.4 WAIVER. The Executive's or Health Financial's failure to
insist upon strict compliance with any provision hereof or any other
provision of this Agreement or the failure to assert any right the Executive
or Health Financial may have hereunder, including, without limitation, the
right of the Executive to terminate employment for Good Reason pursuant to
Section 3.4 shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.
7.5 REPLACEMENT OF PRIOR AGREEMENT. This Agreement supersedes
and replaces any prior agreement between the Executive and Health Financial.
[remainder of this page intentionally left blank]
-9-
<PAGE> 21
IN WITNESS WHEREOF, the Executive and Health Financial, pursuant
to the authorization from its Board, have caused this Agreement to be
executed in its name on its behalf, all as of the day and year first above
written.
/s/ Dr. Gregory W. Kasten
---------------------------------------
Dr. Gregory W. Kasten (Executive)
HEALTH FINANCIAL, INC.
By_____________________________________
Name:
Title:
-10-
