As filed with the Securities and Exchange Commission on
March 31, 2000
Registration No. 333
<P>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
<P>
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
<P>
UNICO, INC.
(Exact name of issuer as specified in its charter)
<P>
Delaware 73-1215433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
<P>
333 Ludlow Street, Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)
<P>
Unico Inc. Employee Stock Option Plan
Unico Inc. Non-Employee Stock Option Plan
(Full title of the Plan)
<P>
Jay R. Weppler, CEO
Unico, Inc.
333 Ludlow Street
Stamford, Connecticut 06902
(Name and address of agent for service)
<P>
(203) 323-6299
<P>
copies to:
<P>
Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
<P>
Approximate date of commencement of proposed sale to the
public: Upon the effective date of this Registration
Statement.
<P>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate amount of
to be to be price per offering registration
registered registered share (1)(2) price fee (1)
<P>
Common Stock 1,264,800 $4.1625 $5,264,730 $1,389.89
<P>
TOTAL
</TABLE>
<P>
(1) The fee with respect to these shares has been
calculated pursuant to Rules 457(h) and 457(c) under
the Securities Act of 1933 and based upon the average
of the last price per share of the Registrant's Common
Stock on April 3, 2000, a date within five (5) days
prior to the date of filing of this Registration
Statement, as reported by the OTC Electronic Bulletin
Board.
<P>
(2) Estimated solely for the purpose of calculating
the registration fee.
Documents Incorporated by Reference X Yes No
<P>
PART II
<P>
Item 3. Incorporation of Documents by Reference.
<P>
The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
<P>
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998;
<P>
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1999;
<P>
(c) The Company's Current Report on Form 8-K for the
event dated September 23, 1999 and filed February 15,
2000;
<P>
(d) All other documents filed by the Company after
the date of this Registration Statement under Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which
indicates that all securities offered have been sold
or which deregisters all securities then remaining in
the Registration Statement and to be part thereof from
the date of filing of such documents.
<P>
Item 4. Description of Securities.
<P>
Not Applicable
<P>
Item 5. Interest of Named Experts and Counsel.
<P>
Certain legal matters in connection with the shares being
registered herein will be passed upon for the Company
by Richard I. Anslow & Associates, 4400 Route 9, 2nd
Floor, Freehold, NJ 07728. Richard I. Anslow owns
50,000 shares of the Company's Common Stock.
<P>
Item 6. Indemnification of Directors and Officers.
<P>
The Certificate of Incorporation and By-laws of the
Company provide that the Company shall indemnify to
the fullest permitted by Delaware law any person whom
it may indemnify thereunder, including directors,
officers, employees and agents of the Company. Such
indemnification (other than as ordered by a court)
shall be made by the Company only upon a determination
that indemnification is proper in the circumstances
because the individual met the applicable standard of
conduct i.e., such person acted in good faith and in a
manner he reasonably believed to be in or not opposed
to the best interest of the Company. Advances for such
indemnification may be made pending such determination.
Such determination shall be made by a majority vote of
a quorum consisting of disinterested directors, or by
independent legal counsel or by the stockholders. In
addition, the Certificate of Incorporation provides
for the elimination, to the extent permitted by
Delaware law, of personal liability of directors to
the Company and its stockholders for monetary damages for
breach of fiduciary duty as directors.
<P>
The Company has also agreed to indemnify each director
and executive officer pursuant to an Indemnification
Agreement with each such director and executive
officer from and against any and all expenses, losses,
claims, damages and liability incurred by such
director or executive officer for or as a result of
action taken or not taken while such director or
executive officer was acting in his capacity as a
director, officer, employee or agent of the Company. The
obligations of the Company for indemnification is limited
to the extent provided in the Delaware Business
Corporation Act and is also limited in situations where,
among others, the indemnitee is deliberately dishonest,
gains any profit or advantage to which he is not legally
entitled or is otherwise indemnified.
<P>
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person
in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the
matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question of whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<P>
Item 7. Exemption From Registration Claimed.
<P>
Not Applicable.
<P>
Item 8. Exhibits.
<P>
Number Description
<P>
4.1 Agreement dated February 25, 2000 between the
Company and Nateko S/A.
<P>
4.2 Agreement dated February 28, 2000 between the
Company and Internet Consulting S/A.
<P>
4.3 Agreement dated February 20, 2000 between the
Company and Virgil Wenger, Certified Public
Accountant.
<P>
4.4 Consultant Agreement dated September 30, 1999
between the Company and Andre Sirbu.
<P>
4.5 Consultant Agreement dated September 30, 1999
between the Company and Ciprian Neiculescu.
<P>
4.6 Employment Agreement dated September 30, 1999
between the Company and Jay R. Weppler.
<P>
4.7 Employment Agreement dated September 30, 1999
between the Company and Ron Stoeppelwerth.
<P>
4.8 Employment Agreement dated September 30, 1999
between the Company and Richard Hyland.
<P>
5 Consent and Opinion of Richard I. Anslow &
Associates.
<P>
23 Consent of Richard Sellers & Associates.
<P>
99.1 2000 Employee Stock Option Plan
<P>
99.2 2000 Non-Employee Stock Option Plan
<P>
Item 9. Undertakings.
<P>
The undersigned registrant hereby undertakes:
<P>
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
<P>
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
<P>
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
<P>
(c) To include any material information with respect
to the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement.
<P>
Provided, however, that paragraphs (1)(a) and (1)(b) do
not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be
included in a post-effective amendment by this
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
<P>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
<P>
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
<P>
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<P>
(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security
holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Item
310(b) of Registration S-B is not set forth in the
prospectus, to deliver, or cause to be delivered, to
each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide
such interim financial information.
<P>
(6) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is
sent or given, a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report,
in which case the registration shall state in the
prospectus that it will promptly furnish, without
charge, a copy of such report on written request of
the employee. If the last fiscal year of the
registrant has ended within 120 days prior to the use
of the prospectus, the annual report of the registrant
for the preceding fiscal year may be so delivered, but
within such 120-day period the annual report for the last
fiscal year will be furnished to each such employee.
<P>
(7) To transmit or cause to be transmitted to all
employees participating in the Plans who do not
otherwise receive such material as stockholders of the
registrant, at the time and in the manner such
material is sent to its stockholders, copies of all
reports, proxy statements and other communications
distributed to its stockholders generally.
<P>
SIGNATURES
<P>
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Stamford, State of Connecticut, on
April 4, 2000.
<P>
UNICO, INC.
<P>
/s/ Jay Weppler
-------------------------
Jay Weppler, Chairman and
CEO
<P>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below
by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
<P>
Signatures Date
<P>
/s/ Jay Weppler April 4, 2000
-----------------------
Jay Weppler
Chairman, President and Chief Executive Officer
<P>
/s/ Ron Stoeppelerth April 4, 2000
-----------------------
Ron Stoeppelwerth
Chief Financial Officer and Director
<P>
April 4, 2000
-----------------------
Shane Sutton
Director
EXHIBIT 4.1
<P>
AGREEMENT BY AND BETWEEN UNICO, IN. ("PURCHASER") AND
NATEKO S/A ("CONSULTANT") REGARDING PURCHASE OF WEB SITE
DESIGN AND CONSTRUCTION, THE ('PROJECT")
<P>
Purchaser hereby purchases from the Consultant, and the
Consultant hereby sells to Purchaser, Web site design
and construction for its domain names BidInvite.com,
buildersImall.com, construction-xchange.com and
plansroom.com, as described in the attached business plan
and further specified by our Project Manager, Mr.
Richard Hyland.
<P>
The Project is complete when the web site design and
construction, including databases is approved by the
Purchaser and launched on the World Wide Web ("WWW").
<P>
Beta sites shall be ready for final testing and approval
within 90 days from today's date.
<P>
Complete site shall be ready for final approval within
150 days from today's date.
Purchase price for the complete Project is $270,000,
payable in Unico (NASD-OTC: UICO) free trading stock
calculated as the five days average closing bid price
immediately preceding the following:
<P>
<TABLE>
<S> <C> <C>
1) Upon signing of this agreement $90,000 equals 55,350 shares
2) Upon delivery of Beta sites $90,000
3) The Project approved and launched $90,000
</TABLE>
<P>
Signed the 25th of February, 2000
<P>
Unico, Inc. Nateko S/A (EF)
<P>
/s/ Jay Weppler /s/ Benny Blom
------------------- ---------------------
Jay R. Weppler Dr. Benny Blom
Chairman President
<P>
EXHIBIT 4.2
<P>
AGREEMENT BY AND BETWEEN UNICO, IN. ("PURCHASER") AND
INTERNET CONSULTING S/A ("CONSULTANT") REGARDING
PURCHASE OF SERVICE RENDERED
<P>
Purchaser acknowledges receipt of report Internet studies
in Brazil and Argentina performed by Consultant in regard
to Purchases intentions to explore Internet
opportunities in those countries. Furthermore, the
Consultant hereby undertakes to assume current debt
obligations owed by Purchaser to Park Avenue Capital,
et al as outlined and agreed to. Upon the Consultants
receipt of 845,000 Unico (NASD-OTC: UICO) free trading
shares of common stock, issued in the name of Mr.
Benny Blom, the Consultant hereby acknowledges the
services fully paid.
<P>
Signed the 28th day of February, 2000
<P>
Unico, Inc. Internet Consulting S/A
<P>
/s/ Jay Weppler /s/ Benny Blom
---------------------- -----------------------
Jay R. Weppler Dr. Benny Blom
Chairman President
<P>
EXHIBIT 4.3
<P>
February 20, 2000
<P>
Mr. Virgil E. Wenger
Certified Public Accountant
450 Middlsex Rd.
Darien, CT 06828
<P>
RE: Engagement Letter
<P>
Dear Mr. Wenger:
<P>
This letter will confirm our commitment to provide you
with 5,000 Unico (NASD-OTC:UICO) common stock as
remuneration for a finder's fee in regard to finding
Richard Hyland, who now is hired by Unico as Director of
Business Development. We appreciate your successful
effort and look forward to a long standing business
relationship with you. Once again, thank you.
<P>
Very truly yours,
<P>
By: /s/ Jay Weppler
-------------------
Jay R. Weppler
Chairman
EXHIBIT 4.4
<P>
CONSULTANT AGREEMENT
<P>
CONSULTANT AGREEMENT, dated as of September 30, 1999,
between Unico, Inc., a Delaware corporation (the
"Company") and Andrei D. Sirbu, (the "Consultant").
The parties hereto agree as follows:
<P>
1. Consulting.
-----------
(a) Agreement to Consult. Upon the terms and
---------------------
subject to the conditions of this Agreement, the Company
shall hereby hire the Consultant and the Consultant
hereby agrees to be hired by the Company.
<P>
(b) Term of Consulting. The Company shall hire the
-------------------
Consultant pursuant to the terms hereof for the period
commencing on the date Consultant begins exclusive
Consulting with the Company (the "Start Date"), which
shall be the earliest date reasonably possible for
Consultant, and ending on June 7, 2000, provided that
the Consultant's consulting with the Company shall be
deemed to be automatically renewed upon the same terms
and conditions for an additional three-month period on
each of June 7, 2000, August 7, 2000, November 7, 2000
and March 7, 2001 unless either party hereto shall
have given the other party written notice that such
party does not intend to renew the Agreement as of
such date at least thirty (30) days in advance of the
date on which this Agreement would otherwise
automatically be renewed. The period during which the
Consultant is hired pursuant to this Agreement, including
any renewal thereof in accordance with this Section
(1)(b), shall be referred to as the "Consulting Period."
<P>
2. Consulting work.
----------------
During the Consulting Period, the Consultant shall
act as VP of Technical Operations and head of the High-
Technology Research Department of the Company and
the Consultant shall have the duties, responsibilities
and obligations customarily assigned to individuals
serving in the position or positions in which the
Consultant serves hereunder. The Consultant shall
report to the Director of Business Development of the
Company. Rights to all tangible, intangible and
intellectual property including, but not limited to
Copyrights, Patents and Trade Marks that the
Consultant produces during the Consultant period
belongs and will after any termination of the
Consulting period belong to the Company, and the
Consultant and the Company hereby agree to draft a
detailed agreement at a later stage in regard to that
matter. The Consultant shall devote his full time to
the services required of him hereunder, except for
vacation time and reasonable
periods of absence due to sickness, personal injury or
other disability, and shall use her best efforts,
judgment, skill and energy to perform such services in
a manner consonant with the duties of his position and to
improve and advance the business and interests of the
Company.
<P>
3. Compensation Fee.
-----------------
The Company shall pay the Consultant a fee of 6,300
shares of Common stock of the Company (NASD-OTC:UICO)
for the first period ending June 7, 2000. Following
renewal of the Consultant agreement the parties hereto
agree to re-negotiate the number of shares, a lump
sum, or a combination of both, as the case may be.
<P>
4. Non-competition and Confidentiality.
------------------------------------
<P>
(a) Non-competition. If the Consultant's Consulting
----------------
with the Company terminates during the Consulting Period
for any reason during the three-month period following
such termination or resignation of the Consultant (the
"Restriction Period"), the Consultant shall not become
associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other
than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded
company), that is actively engaged in the any business
that directly competes with any business, that at the
time of termination, The Company was actively engaged
in during a period of three years.
<P>
(b) Confidentiality. Without the prior written
----------------
consent of the Company, except for disclosures of
Confidential Information (as defined below) in the
ordinary course of business that, individually and in
the aggregate, are not materially injurious to the
Company or any of its subsidiaries, and except to the
extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate
government agency, the Consultant shall not disclose
any trade secrets, customer lists, computer programs,
drawings, designs, marketing or sales plans,
management organization information (including data
and other information relating to members of the Board or
management), operating policies or manuals, business
plans, financial records or other financial, commercial,
business or technical information relating to the
Company or any of its subsidiaries or information
designated as confidential or proprietary that the
Company or any of its subsidiaries may receive
belonging to suppliers, customers or others who do
business with the Company or any of its subsidiaries
(collectively, "Confidential Information") to any
third person unless such Confidential Information has
been previously disclosed to the public by the Company
or is in the public domain (other than by reason of the
Consultant's breach of this Section 4(b)). If the
Consultant receives an order of a court or a subpoena
requiring the Consultant to disclose any Confidential
Information, as described above, the Consultant shall
promptly deliver a copy of such order or subpoena to
the Company and the Company shall use its best efforts
to assist the Consultant in responding thereto.
<P>
(c) Company Property. Promptly following the
-----------------
Consultant's termination of Consulting, the Consultant
shall return to the Company all property of the
Company, and all copies thereof in the Consultant's
possession or under his control, including, without
limitation, all Confidential Information, in whatever
media.
<P>
(d) Non-solicitation of Employees. During the
------------------------------
Consulting Period and the Restriction Period, the
Consultant shall not directly or indirectly induce any
employee of the Company or any of its subsidiaries to
terminate Consulting with such entity, and will not
directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise,
employ or offer Consulting to any person who is or was
hired by the Company or a subsidiary thereof unless
such person shall have ceased to be hired by such
entity for a period of at least six months.
<P>
(e) Injunctive Relief with Respect to Covenants. The
--------------------------------------------
Consultant acknowledges and agrees that the covenants and
obligations of the Consultant with respect to non-competition,
non-solicitation, confidentiality and
Company property relate to special, unique and
extraordinary matters and that a violation of any of
the terms of such covenants and obligations will cause
the Company and its subsidiaries irreparable injury
for which adequate remedies are not available at law.
Therefore, the Consultant agrees that the Company and its
subsidiaries shall be entitled to an injunction,
restraining order or such other equitable relief
(without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or
appropriate to restrain the Consultant from committing
any violation of the covenants and obligations contained
in this Section 4. These injunctive remedies are
cumulative and are in addition to any other rights and
remedies the Company or its subsidiaries may have at
law or in equity.
<P>
5. Miscellaneous.
--------------
(a) Binding Effect. This Agreement shall be binding
---------------
on the Company and any person or entity which succeeds to
the interest of the Company (regardless of whether
such succession occurs by operation of law, by reason
of the sale of all or a portion of the Company's stock or
assets or a merger, consolidation or reorganization
involving the Company). This Agreement shall also
inure to the benefit of the Consultant's heirs,
executors, administrators and legal representatives.
<P>
(b) Assignment. Except as provided under Section 5
-----------
(a) above, neither this Agreement nor any of the rights
or obligations hereunder shall be assigned or
delegated by either party hereto without the prior
written consent of the other party.
<P>
(c) Entire Agreement. This Agreement supersedes any
-----------------
and all prior agreements between the parties hereto, and
constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein,
and no other agreement, oral or otherwise, shall be
binding between the parties unless it is in writing
and signed by the party against whom enforcement is
sought. There are no promises, representations,
inducements or statements between the parties other
than those that are expressly contained herein. The
Consultant acknowledges that she is entering into this
Agreement of his own free will and accord, and with no
duress, that he has read this Agreement and that he
understands it and its legal consequences. No parol
or other evidence may be admitted to alter, modify or
construe this Agreement, which may be changed only by
a writing signed by the parties hereto.
<P>
(d) Severability; Reformation. In the event that
--------------------------
one or more of the provisions of this Agreement shall
become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be
affected thereby. In the event any provision or
Section of this agreement is not enforceable in
accordance with its terms, the Consultant and the
Company agree that such Section, or such portion of
such Section, shall be reformed to make it enforceable
in a manner which provides the Company the maximum rights
permitted under applicable law.
<P>
(e) Waiver. Waiver by either party hereto of any
-------
breach or default by the other party of any of the terms
of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or
different from the breach or default waived. No waiver
of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or
from any failure by either party hereto to assert their
rights hereunder on any occasion or series of occasions.
<P>
(f) Notices. Any notice required or desired to be
--------
delivered under this Agreement shall be in writing and
shall be delivered personally, by courier service, by
registered mail, return receipt requested, or by telecopy
and shall be effective upon dispatch to the
party to whom such notice shall be directed, and shall
be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in
accordance with the terms hereof):
<P>
If to the Company:
Unico, Inc.
Harbor Park
333 Ludlow Street
Stamford, CT 06902
<P>
(g) Amendments. This Agreement may not be altered,
-----------
modified or amended except by a written instrument signed
by each of the parties hereto.
<P>
(h) Headings. Headings to sections in this
---------
Agreement are for the convenience of the parties only and
are not intended to be part of or to affect the
meaning or interpretation hereof.
<P>
(i) Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall be deemed an original
but both of which together shall constitute one and
the same instrument.
<P>
(j) Withholding. Any payments provided for herein
------------
shall be reduced by any amounts required to be withheld
by the Company from time to time under applicable
Federal, state or local income or Consulting tax laws or
similar statutes or other provisions of law then in
effect.
<P>
(k) Governing Law. This Agreement shall be governed
--------------
by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would
apply.
<P>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the
Consultant has hereunto set her hand as of the day and
year first above written.
<P>
Unico, Inc.
<P>
/s/ Jay R. Weppler
---------------------
By: Jay R. Weppler.
Title: Chairman
<P>
The Consultant:
<P>
/s/ Andrei D. Sirbu
---------------------
Andrei D. Sirbu
EXHIBIT 8.5
<P>
CONSULTANT AGREEMENT
<P>
CONSULTANT AGREEMENT, dated as of September 30, 1999,
between Unico, Inc., a Delaware corporation (the
"Company") and Ciprian Neiculescu (the "Consultant").
The parties hereto agree as follows:
<P>
1. Consulting.
-----------
(a) Agreement to Consult. Upon the terms and
---------------------
subject to the conditions of this Agreement, the Company
shall hereby hire the Consultant and the Consultant
hereby agrees to be hired by the Company.
<P>
(b) Term of Consulting. The Company shall hire the
-------------------
Consultant pursuant to the terms hereof for the period
commencing on the date Consultant begins exclusive
Consulting with the Company (the "Start Date"), which
shall be the earliest date reasonably possible for
Consultant, and ending on June 7, 2000, provided that
the Consultant's consulting with the Company shall be
deemed to be automatically renewed upon the same terms
and conditions for an additional three-month period on
each of June 7, 2000, August 7, 2000, November 7, 2000
and March 7, 2001 unless either party hereto shall
have given the other party written notice that such
party does not intend to renew the Agreement as of
such date at least thirty (30) days in advance of the
date on which this Agreement would otherwise
automatically be renewed. The period during which the
Consultant is hired pursuant to this Agreement, including
any renewal thereof in accordance with this Section
(1)(b), shall be referred to as the "Consulting Period."
<P>
2. Consulting work.
----------------
During the Consulting Period, the Consultant shall
act as Technical Engineer and the Consultant shall
have the duties, responsibilities and obligations
customarily assigned to individuals serving in the
position or positions in which the Consultant serves
hereunder. The Consultant shall report to the Director
of VP of Operations of the Company. Rights to all
tangible, intangible and intellectual property including,
but not limited to Copyrights, Patents and Trade Marks
that the Consultant produces during the Consultant period
belongs and will after any termination of the
Consulting period belong to the Company, and the
Consultant and the Company hereby agree to draft a
detailed agreement at a later stage in regard to that
matter. The Consultant shall devote his full time to the
services required of him hereunder, except for
vacation time and reasonable periods of absence due to
sickness, personal injury or other disability, and shall
use her best efforts, judgment, skill and energy to
perform such services in a manner consonant with the
duties of his position and to improve and advance the
business and interests of the Company.
<P>
3. Compensation Fee.
-----------------
The Company shall pay the Consultant a fee of 3,150
shares of Common stock of the Company (NASD-OTC:UICO)
for the first period ending June 7, 2000. Following
renewal of the Consultant agreement the parties hereto
agree to re-negotiate the number of shares, a lump
sum, or a combination of both, as the case may be.
<P>
4. Non-competition and Confidentiality.
-----------------------------------
(a) Non-competition. If the Consultant's Consulting
----------------
with the Company terminates during the Consulting Period
for any reason during the three-month period following
such termination or resignation of the Consultant (the
"Restriction Period"), the Consultant shall not become
associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other
than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded
company), that is actively engaged in the any business
that directly competes with any business, that at the
time of termination, The Company was actively engaged
in during a period of three years.
<P>
(b) Confidentiality. Without the prior written
----------------
consent of the Company, except for disclosures of
Confidential Information (as defined below) in the
ordinary course of business that, individually and in
the aggregate, are not materially injurious to the
Company or any of its subsidiaries, and except to the
extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate
government agency, the Consultant shall not disclose
any trade secrets, customer lists, computer programs,
drawings, designs, marketing or sales plans,
management organization information (including data
and other information relating to members of the Board or
management), operating policies or manuals, business
plans, financial records or other financial,
commercial, business or technical information relating
to the Company or any of its subsidiaries or information
designated as confidential or proprietary that the
Company or any of its subsidiaries may receive
belonging to suppliers, customers or others who do
business with the Company or any of its subsidiaries
(collectively, "Confidential Information") to any
third person unless such Confidential Information has
been previously disclosed to the public by the Company
or is in the public domain (other than by reason of the
Consultant's breach of this Section 4(b)). If the
Consultant receives an order of a court or a subpoena
requiring the Consultant to disclose any Confidential
Information, as described above, the Consultant shall
promptly deliver a copy of such order or subpoena to
the Company and the Company shall use its best efforts to
assist the Consultant in responding thereto.
<P>
(c) Company Property. Promptly following the
-----------------
Consultant's termination of Consulting, the Consultant
shall return to the Company all property of the
Company, and all copies thereof in the Consultant's
possession or under his control, including, without
limitation, all Confidential Information, in whatever
media.
<P>
(d) Nonsolicitation of Employees. During the
-----------------------------
Consulting Period and the Restriction Period, the
Consultant shall not directly or indirectly induce any
employee of the Company or any of its subsidiaries to
terminate Consulting with such entity, and will not
directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise,
employ or offer Consulting to any person who is or was
hired by the Company or a subsidiary thereof unless
such person shall have ceased to be hired by such
entity for a period of at least six months.
<P>
(e) Injunctive Relief with Respect to Covenants. The
--------------------------------------------
Consultant acknowledges and agrees that the covenants and
obligations of the Consultant with respect to non-competition,
non-solicitation, confidentiality and
Company property relate to special, unique and
extraordinary matters and that a violation of any of
the terms of such covenants and obligations will cause
the Company and its subsidiaries irreparable injury
for which adequate remedies are not available at law.
Therefore, the Consultant agrees that the Company and its
subsidiaries shall be entitled to an injunction,
restraining order or such other equitable relief
(without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or
appropriate to restrain the Consultant from committing
any violation of the covenants and obligations
contained in this Section 4. These injunctive remedies
are cumulative and are in addition to any other rights
and remedies the Company or its subsidiaries may have
at law or in equity.
<P>
5. Miscellaneous.
--------------
(a) Binding Effect. This Agreement shall be binding
---------------
on the Company and any person or entity which succeeds to
the interest of the Company (regardless of whether
such succession occurs by operation of law, by reason of
the sale of all or a portion of the Company's stock or
assets or a merger, consolidation or reorganization
involving the Company). This Agreement shall also
inure to the benefit of the Consultant's heirs,
executors, administrators and legal representatives.
<P>
(b) Assignment. Except as provided under Section 5
-----------
(a) above, neither this Agreement nor any of the rights
or obligations hereunder shall be assigned or
delegated by either party hereto without the prior
written consent of the other party.
<P>
(c) Entire Agreement. This Agreement supersedes any
-----------------
and all prior agreements between the parties hereto, and
constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein,
and no other agreement, oral or otherwise, shall be
binding between the parties unless it is in writing
and signed by the party against whom enforcement is
sought. There are no promises, representations,
inducements or statements between the parties other
than those that are expressly contained herein. The
Consultant acknowledges that she is entering into this
Agreement of his own free will and accord, and with no
duress, that he has read this Agreement and that he
understands it and its legal consequences. No parol
or other evidence may be admitted to alter, modify or
construe this Agreement, which may be changed only by
a writing signed by the parties hereto.
<P>
(d) Severability; Reformation. In the event that
--------------------------
one or more of the provisions of this Agreement shall
become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be
affected thereby. In the event any part or Section of
this agreement is not enforceable in accordance with
its terms, the Consultant and the Company agree that such
Section, or such portion of such Section, shall be
reformed to make it enforceable in a manner which
provides the Company the maximum rights permitted
under applicable law.
<P>
(e) Waiver. Waiver by either party hereto of any
-------
breach or default by the other party of any of the terms
of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or
different from the breach or default waived. No waiver
of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or
from any failure by either party hereto to assert their
rights hereunder on any occasion or series of occasions.
<P>
(f) Notices. Any notice required or desired to be
--------
delivered under this Agreement shall be in writing and
shall be delivered personally, by courier service, by
registered mail, return receipt requested, or by telecopy
and shall be effective upon dispatch to the
party to whom such notice shall be directed, and shall
be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in
accordance with the terms hereof):
<P>
If to the Company: Unico, Inc.
333 Ludlow Street
Stamford, CT 06902
<P>
(g) Amendments. This Agreement may not be altered,
-----------
modified or amended except by a written instrument signed
by each of the parties hereto.
<P>
(h) Headings. Headings to sections in this
---------
Agreement are for the convenience of the parties only and
are not intended to be part of or to affect the
meaning or interpretation hereof.
<P>
(i) Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall be deemed an original
but both of which together shall constitute one and
the same instrument.
<P>
(j) Withholding. Any payments provided for herein
------------
shall be reduced by any amounts required to be withheld
by the Company from time to time under applicable
Federal, state or local income or Consulting tax laws
or similar statutes or other provisions of law then in
effect.
<P>
(k) Governing Law. This Agreement shall be governed
--------------
by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would
apply.
<P>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the
Consultant has hereunto set her hand as of the day and
year first above written.
Unico, Inc.
<P>
/s/ Jay R. Weppler
------------------
By: Jay R. Weppler.
Title: Chairman
<P>
The Consultant:
/s/ Ciprian Neiculescu
----------------------
Ciprian Neiculescu
EXHIBIT 4.6
<P>
EMPLOYMENT AGREEMENT
<P>
EMPLOYMENT AGREEMENT, dated as of September 30, 1999,
between Unico, Inc., a Delaware corporation (the
"Company") and Jay Weppler, (the "Executive"). The
parties hereto agree as follows:
<P>
1. Employment.
-----------
(a) Agreement to Employ. Upon the terms and subject
--------------------
to the conditions of this Agreement, the Company shall
hereby employ the Executive and the Executive hereby
agrees to be employed by the Company.
<P>
(b) Term of Employment. Subject to Section 5, the
-------------------
Company shall employ the Executive pursuant to the terms
hereof for the period commencing on the date Executive
begins exclusive employment with the Company (the
"Start Date"), which shall be the earliest date
reasonably possible for Executive, and ending on June
30, 2000, provided that the Executive's employment
with the Company shall be deemed to be automatically
renewed upon renegotiated terms and conditions for an
additional one-year period on each of June 30, 2000 and
June 30, 2001 unless either party hereto shall have given
the other party written notice that such party does not
intend to renew the Agreement as of such date at least
thirty (30) days in advance of the date on which this
Agreement would otherwise automatically be renewed.
The period during which the Executive is employed
pursuant to this Agreement, including any renewal
thereof in accordance with this Section (1)(b), shall
be referred to as the "Employment Period."
<P>
2. Position and Duties.
--------------------
During the Employment Period, the Executive shall
serve as Chairman, President and CEO of the Company
and the Executive shall have the duties,
responsibilities and obligations customarily assigned
to individuals serving in the position or positions in
which the Executive serves hereunder. The Executive shall
report to the Board of Directors of the Company. The
Executive shall devote his full time to the services
required of him hereunder, except for vacation time
and reasonable periods of absence due to sickness,
personal injury or other disability, and shall use her
best efforts, judgment, skill and energy to perform such
services in a manner consonant with the duties of his
position and to improve and advance the business and
interests of the Company.
<P>
3. Compensation.
-------------
Salary and Bonus. The Company shall pay the
-----------------
Executive a base salary at an annual rate of $100,000.
The Company shall pay the Executive such base salary
in deferred installments as the parties may agree.
<P>
In consideration of accepting employment with the
Company, the Company will issue 250,000 shares of
common stock upon the signing of this agreement. The
Company agrees that the shares of common stock of the
Company comprising the Signing Bonus shall be issued
to the Employee as of the date of the execution of the
Agreement, and such shares of common stock of the
Corporation shall immediately be registered under S-8
as soon as possible to make the securities available
to be traded on the OTC Electronic Bulletin Board,
without limitation or restriction.
<P>
4. Benefits and Vacation.
----------------------
During the Employment Period, the Executive shall be
eligible to participate in the health, disability and
life insurance plans sponsored or maintained by the
Company for the benefit of its senior executive
corporate officers to the extent that the Executive is
eligible to participate in any such plans under the
generally applicable provisions thereof. The Company
may, in its discretion, amend or terminate any such
plans in accordance with the terms thereof. During the
Employment Period, the Executive shall be entitled to
three weeks of paid vacation annually. Unused vacation
days for any given calendar year may be carried over
to the subsequent year, or, at Executive's option, may be
surrendered to the Company for a cash payment equal to
(a) the quotient of the number of unused vacation days
surrendered, divided by 365, times (b) Executive's
base salary for the year in which such unused vacation
day was initially accrued.
<P>
5. First Anniversary Employment Review.
------------------------------------
(a) Within the thirty (30) days prior to and the
thirty (30) days after the first anniversary of the
Start Date (such sixty-day period is hereinafter
referred to as the "Review Period"), the Company shall
have the option to terminate Executive's employment
with the Company. If the Company terminates Executive's
employment with the Company during the Review Period,
<P>
(i) at the Company's option, Executive shall
be entitled to receive severance pay equal to the base
salary payable to the Executive under Section 3(a) for
the six months following such termination (payable
monthly).
<P>
(ii) Section 11 hereof shall continue in full
force and effect.
<P>
(b) Within the thirty (30) day period prior to the
first anniversary of the Start Date, the Executive
shall have the option to terminate Executive's
employment with the Company. If the Executive so
terminates his employment with the Company,
<P>
(i) Executive shall receive no severance pay.
<P>
(ii) Section 11 hereof shall continue in full
force and effect.
<P>
6. Termination of Employment.
--------------------------
If the Executive's employment with the Company
terminates earlier than upon the expiration of the
Employment Period, other than a termination pursuant
to Section 6 hereof, the Executive shall be entitled to
receive the following payments under the following
circumstances:
<P>
(a) Death. Upon the death of the Executive, the
------
Executive's spouse, if any, or his estate shall receive
the Executive's base salary payable in the year of his
death pursuant to Section 3(a) hereof, life insurance
benefits and a pro rata portion of the Executive's
Bonus that would have been payable pursuant to Section
3(a) hereof with respect to the fiscal year in which the
Executive died. Such pro rata portion shall be
determined by multiplying (i) the total Bonus that the
Executive would have received in respect of the year
of his death by (ii) the quotient of the number of
days in such year prior to his death, divided by 365.
Such pro rata Bonus payment will be payable at the
same time that the full Bonus would have been payable
to the Executive pursuant to Section 3(a) hereof.
<P>
(b) Disability. Upon the Disability of the
-----------
Executive, he shall receive his Earned Salary, any
disability benefits payable under any disability
program in which he participates, any other benefits
under any benefit plan of the Company to which he is
entitled pursuant to the terms of such plan and a
portion of the Executive's Bonus that would have been
payable pursuant to Section 3(a) hereof with respect
to the fiscal year in which the Executive became
disabled. Such pro rata portion shall be determined by
multiplying (i) the total Bonus that the Executive
would have received in respect of the year of his
Disability by (ii) the quotient of the number of days in
such year prior to his Disability, divided by 365.
Such pro rata Bonus payment will be payable at the
same time that the full Bonus would have been payable to
the Executive pursuant to Section 3(a) hereof.
<P>
(c) Termination for Cause or a Resignation Other
--------------------------------------------
than for Good Reason. If the Executive's employment
---------------------
terminates due to a Termination for Cause or a
Resignation Other than for Good Reason, the Executive
shall receive his Earned Salary and any other benefits
under any benefit plan of the Company to which he is
entitled pursuant to the terms of such plan.
<P>
(d) Termination Without Cause or Resignation for
--------------------------------------------
Good Reason. If the Executive's employment terminates due
------------
to a Termination Without Cause or a Resignation for Good
Reason the Executive shall receive severance pay equal
to the base salary (but not the bonus) payable to the
Executive under Section 3(a) for the six months
immediately following such termination or resignation.
Notwithstanding anything herein to the contrary, in no
event shall the Company be obligated to pay any amount
to the Executive with respect to any period after such
six-month period.
<P>
7. Definitions.
------------
For purposes of this Agreement, capitalized terms have
the following meanings:
<P>
"Cause" shall mean a termination by the Company due to
------
(i) the continued failure (other than any such failure
resulting from incapacity due to reasonably documented
physical or mental illness) by the Executive
substantially to perform his duties, responsibilities
or obligations as an officer, director or employee of the
Company or any of its subsidiaries after having been
given written notice of such failure to perform,
listing in reasonable specificity such failures, and
after having failed to improve such performance within
the time period (which shall have been a reasonable time
period) specified in such notice or (ii) the engaging
by the Executive in serious misconduct which is
material to the performance by the Executive of his
duties and obligations for the Company, including,
without limitation, gross negligence, dishonesty, willful
malfeasance, gross insubordination or gross misconduct
or conviction of a felony or the entering of a plea of
nolo contendere to a felony.
<P>
"Disability" shall mean the Executive's inability for
------------
more than six months within any 12-month period of
performing his duties, responsibilities or obligations
as an officer, director or employee of the Company on a
full-time basis because of a physical, mental or
emotional incapacity resulting from injury, sickness
or disease and within 30 days after written notice of
termination has been given to the Executive, the
Executive shall not have returned to the full-time
performance of his duties, responsibilities and
obligations. The date of termination in the case of a
termination for "Disability" shall be the last day of
the aforementioned 30-day period.
<P>
"Earned Salary" means the base salary earned, but unpaid,
---------------
for services rendered to the Company on or prior to the
date of disability, resignation or termination of the
Executive's employment, as the case may be. Earned
Salary shall be paid in a single lump sum as soon as
practicable, but in no event more than 30 days
following such date.
<P>
"Resignation for Good Reason" means a resignation by the
----------------------------
Executive as a result of any of the following:
<P>
(a) a material breach by the Company of its
obligations under this Agreement with respect to the base
salary, Bonus, benefits or vacation to which the
Executive is entitled under Sections 3 and 4 hereof;
or
<P>
(b) the taking of any action by the Company that
would substantially diminish the aggregate value of
the benefits provided to the Executive under the benefit
plans of the Company that may be in effect at such
time in which he was participating, other than any such
reduction which is (i) required by law, (ii)
implemented in connection with a general concessionary
arrangement affecting all employees or affecting the
group of senior corporate executive employees or (iii)
generally applicable to all similarly situated
beneficiaries of such plans.
<P>
"Resignation Other than for Good Reason" shall be any
----------------------------------------
resignation other than a Resignation with Good Reason.
<P>
"Termination for Cause" shall be any termination of the
-----------------------
Executive's employment by the Company for Cause.
<P>
"Termination Without Cause" shall be any termination of
---------------------------
the Executive's employment by the Company other than a
Termination for Cause.
<P>
8. Full Discharge of Company Obligations. The amounts
--------------------------------------
payable to the Executive pursuant to Section 5 or Section
6 following termination of his employment shall be in
full and complete discharge of the Executive's rights
under this Agreement and any other claims he may have
in respect of his employment by the Company or any of its
subsidiaries. Such amounts payable shall constitute
liquidated damages with respect to any and all such
rights and claims and, upon the Executive's receipt of
such amounts, the Company shall be released and
discharged from any and all liability to the Executive
in connection with this Agreement or otherwise in
connection with the Executive's employment with the
Company and its subsidiaries.
<P>
9. Noncompetition and Confidentiality.
-----------------------------------
(a) Noncompetition. If the Executive's employment
---------------
with the Company terminates during the Employment Period
for any reason (other than a resignation by Executive
pursuant to Section 6(c) or due to his death or
Disability), during the six-month period following
such termination or resignation of the Executive (the
"Restriction Period"), the Executive shall not become
associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other
than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded
company), that is actively engaged in the any business
that directly competes with any business, that at the
time of termination, The Company was actively engaged
in.
<P>
(b) Confidentiality. Without the prior written
----------------
consent of the Company, except for disclosures of
Confidential Information (as defined below) in the
ordinary course of business that, individually and in
the aggregate, are not materially injurious to the
Company or any of its subsidiaries, and except to the
extent required by an order of a court having
competent jurisdiction or under subpoena from an
appropriate government agency, the Executive shall not
disclose any trade secrets, customer lists, computer
programs, drawings, designs, marketing or sales plans,
management organization information (including data
and other information relating to members of the Board or
management), operating policies or manuals, business
plans, financial records or other financial,
commercial, business or technical information relating
to the Company or any of its subsidiaries or information
designated as confidential or proprietary that the
Company or any of its subsidiaries may receive
belonging to suppliers, customers or others who do
business with the Company or any of its subsidiaries
(collectively, "Confidential Information") to any
third person unless such Confidential Information has
been previously disclosed to the public by the Company
or is in the public domain (other than by reason of
the Executive's breach of this Section 11(b)). If the
Executive receives an order of a court or a subpoena
requiring the Executive to disclose any Confidential
Information, as described above, the Executive shall
promptly deliver a copy of such order or subpoena to
the Company and the Company shall use its best efforts to
assist the Executive in responding thereto.
<P>
(c) Company Property. Promptly following the
-----------------
Executive's termination of employment, the Executive
shall return to the Company all property of the
Company, and all copies thereof in the Executive's
possession or under his control, including, without
limitation, all Confidential Information, in whatever
media.
<P>
(d) Nonsolicitation of Employees. During the
-----------------------------
Employment Period and the Restriction Period, the
Executive shall not directly or indirectly induce any
employee of the Company or any of its subsidiaries to
terminate employment with such entity, and will not
directly or indirectly, either individually or as owner,
agent, employee, consultant or otherwise, employ or
offer employment to any person who is or was employed
by the Company or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a
period of at least six months.
<P>
e) Certain Payments to the Executive during the
--------------------------------------------
Restriction Period. If the Executive's employment with
-------------------
the Company is terminated due to a Termination for Cause
or a Resignation Other than for Good Reason, then, as
consideration for the covenants set forth in Section
11(a) and Section 11(d), the Company shall pay the
Executive, for the duration of the Restriction Period,
the salary (but not the bonus) he otherwise would have
received under Section 3(a). If the Executive's
employment with the Company is terminated due to a
Termination Without Cause or a Resignation for Good
Reason, then, as consideration for the covenants set
forth in Section 11(a) and Section 11(d), the Company
shall pay the Executive the compensation set forth in
Section 8(d). If the Executive's employment is
terminated pursuant to Section 6(b), then the receipt
by the Executive of the compensation elected by the
Company pursuant to Section 6(c) will constitute the
consideration for the covenants set forth in Section
11(a) and Section 11(d). If the Restriction Period
extends beyond the Employment Period, the Company
shall continue to pay the Executive his then current
salary until the end of the Restriction Period for
that portion of the Restricted Period, which extends
beyond the Employment Period. Except in the case of a
Termination Without Cause or such Resignation for Good
Reason, the Company may elect at any time during the
Restriction Period upon thirty (30) days prior written
notice to discontinue such salary payments, in which
event the Executive shall be released from any further
obligation to comply with the provisions of Sections
11(a) and 11(d) herein. If the Company fails to
timely make any payment due under this Section 11(e)
and if such failure continues for ten (10) business days
after notice by the Executive to the Company of such
failure, the Executive shall be released from any
further obligation to comply with the provisions of
Sections 11(a) and 11(d) herein.
<P>
(f) Injunctive Relief with Respect to Covenants. The
--------------------------------------------
Executive acknowledges and agrees that the covenants and
obligations of the Executive with respect to
noncompetition, nonsolicitation, confidentiality and
Company property relate to special, unique and
extraordinary matters and that a violation of any of the
terms of such covenants and obligations will cause the
Company and its subsidiaries irreparable injury for
which adequate remedies are not available at law.
Therefore, the Executive agrees that the Company and its
subsidiaries shall be entitled to an injunction,
restraining order or such other equitable relief
(without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or
appropriate to restrain the Executive from committing
any violation of the covenants and obligations
contained in this Section 11. These injunctive
remedies are cumulative and are in addition to any
other rights and remedies the Company or its subsidiaries
may have at law or in equity.
<P>
10. Miscellaneous.
--------------
(a) Binding Effect. This Agreement shall be binding
---------------
on the Company and any person or entity which succeeds to
the interest of the Company (regardless of whether
such succession occurs by operation of law, by reason
of the sale of all or a portion of the Company's stock or
assets or a merger, consolidation or reorganization
involving the Company). This Agreement shall also
inure to the benefit of the Executive's heirs, executors,
administrators and legal representatives.
<P>
(b) Assignment. Except as provided under Section
-----------
12(a) above, neither this Agreement nor any of the rights
or obligations hereunder shall be assigned or
delegated by either party hereto without the prior
written consent of the other party.
<P>
(c) Entire Agreement. This Agreement supersedes any
-----------------
and all prior agreements between the parties hereto, and
constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein,
and no other agreement, oral or otherwise, shall be
binding between the parties unless it is in writing and
signed by the party against whom enforcement is
sought. There are no promises, representations,
inducements or statements between the parties other
than those that are expressly contained herein. The
Executive acknowledges that she is entering into this
Agreement of her own free will and accord, and with no
duress, that she has read this Agreement and that she
understands it and its legal consequences. No parol
or other evidence may be admitted to alter, modify or
construe this Agreement, which may be changed only by
a writing signed by the parties hereto.
<P>
(d) Severability; Reformation. In the event that
--------------------------
one or more of the provisions of this Agreement shall
become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be
affected thereby. In the event any of Section 11(a),
(b), (c), (d) or (e) is not enforceable in accordance
with its terms, the Executive and the Company agree
that such Section, or such portion of such Section,
shall be reformed to make it enforceable in a manner
which provides the Company the maximum rights permitted
under applicable law.
<P>
(e) Waiver. Waiver by either party hereto of any
-------
breach or default by the other party of any of the terms
of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or
different from the breach or default waived. No waiver
of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or
from any failure by either party hereto to assert their
rights hereunder on any occasion or series of occasions.
<P>
(f) Notices. Any notice required or desired to be
--------
delivered under this Agreement shall be in writing and
shall be delivered personally, by courier service, by
registered mail, return receipt requested, or by telecopy
and shall be effective upon dispatch to the party to
whom such notice shall be directed, and shall be
addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in
accordance with the terms hereof):
<P>
If to the Company:
Unico, Inc.
Harbor Park
333 Ludlow Street
Stamford, CT 06902
<P>
(g) Amendments. This Agreement may not be altered,
-----------
modified or amended except by a written instrument signed
by each of the parties hereto.
<P>
(h) Headings. Headings to sections in this
---------
Agreement are for the convenience of the parties only and
are not intended to be part of or to affect the
meaning or interpretation hereof.
<P>
(i) Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall be deemed an original
but both of which together shall constitute one and the
same instrument.
<P>
(j) Withholding. Any payments provided for herein
------------
shall be reduced by any amounts required to be withheld
by the Company from time to time under applicable
Federal, state or local income or employment tax laws
or similar statutes or other provisions of law then in
effect.
<P>
(k) Governing Law. This Agreement shall be governed
--------------
by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would
apply.
<P>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the
Executive has hereunto set her hand as of the day and
year first above written.
<P>
Unico, Inc.
<P>
/s/ Jay R. Weppler
--------------------
By: Jay R. Weppler.
Title: Chief Executive Officer
<P>
The Executive:
<P>
/s/ Jay Weppler
--------------------
Jay Weppler
EXHIBIT 4.7
<P>
EMPLOYMENT AGREEMENT
<P>
EMPLOYMENT AGREEMENT, dated as of September 30, 1999,
between Unico, Inc., a Delaware corporation (the
"Company") and Ron Stoeppelwerth, (the "Executive").
The parties hereto agree as follows:
<P>
1. Employment.
-----------
(a) Agreement to Employ. Upon the terms and subject
--------------------
to the conditions of this Agreement, the Company shall
hereby employ the Executive and the Executive hereby
agrees to be employed by the Company.
<P>
(b) Term of Employment. Subject to Section 5, the
-------------------
Company shall employ the Executive pursuant to the
terms hereof for the period commencing on the date
Executive begins exclusive employment with the Company
(the "Start Date"), which shall be the earliest date
reasonably possible for Executive, and ending on June
30, 2000, provided that the Executive's employment
with the Company shall be deemed to be automatically
renewed upon the same terms and conditions for an
additional one-year period on each of June 30, 2001
and December 31, 2001 unless either party hereto shall
have given the other party written notice that such
party does not intend to renew the Agreement as of
such date at least thirty (30) days in advance of the
date on which this Agreement would otherwise
automatically be renewed. The period during
which the Executive is employed pursuant to this
Agreement, including any renewal thereof in accordance
with this Section (1)(b), shall be referred to as the
"Employment Period."
<P>
2. Position and Duties.
--------------------
During the Employment Period, the Executive shall
serve as Chief Financial Officer of the Company and
the Executive shall have the duties, responsibilities
and obligations customarily assigned to individuals
serving in the position or positions in which the
Executive serves hereunder. The Executive shall report
to the Chief Executive Officer of the Company. The
Executive shall devote his full time to the services
required of him hereunder, except for vacation time
and reasonable periods of absence due to sickness,
personal injury or other disability, and shall use her
best efforts, judgment, skill and energy to perform
such services in a manner consonant with the duties of
his position and to improve and advance the business
and interests of the Company.
<P>
3. Compensation.
-------------
Salary and Bonus. The Company shall pay the
-----------------
Executive a base salary at an annual rate of $48,000.
The Company shall pay the Executive such base salary
in equal bi-monthly installments or in such other
installments as the parties may agree.
<P>
In consideration of accepting employment with the
Company, the Company will issue 50,000 shares of
common stock upon the signing of this agreement. The
Company agrees that the shares of common stock of the
Company comprising the Signing Bonus shall be issued
to the Employee as of the date of the execution of the
Agreement, and such shares of common stock of the
Corporation shall immediately be registered under S-8
as soon as possible to make the securities available
to be traded on the OTC Electronic Bulletin Board,
without limitation or restriction.
<P>
4. Benefits and Vacation.
----------------------
During the Employment Period, the Executive shall be
eligible to participate in the health, disability and
life insurance plans sponsored or maintained by the
Company for the benefit of its senior executive
corporate officers to the extent that the Executive is
eligible to participate in any such plans under the
generally applicable provisions thereof. The Company
may, in its discretion, amend or terminate any such
plans in accordance with the terms thereof. During the
Employment Period, the Executive shall be entitled to
three weeks of paid vacation annually. Unused vacation
days for any given calendar year may be carried over
to the subsequent year, or, at Executive's option, may
be surrendered to the Company for a cash payment equal
to (a) the quotient of the number of unused vacation
days surrendered, divided by 365, times (b)
Executive's base salary for the year in which such
unused vacation day was initially accrued.
<P>
5. First Anniversary Employment Review.
------------------------------------
(a) Within the thirty (30) days prior to and the
thirty (30) days after the first anniversary of the
Start Date (such sixty-day period is hereinafter
referred to as the "Review Period"), the Company shall
have the option to terminate Executive's employment
with the Company. If the Company terminates
Executive's employment with the Company during the
Review Period,
<P>
(i) at the Company's option, Executive shall
be entitled to receive severance pay equal to the base
salary payable to the Executive under Section 3(a) for
the six months following such termination (payable
monthly).
<P>
(ii) Section 11 hereof shall continue in full
force and effect.
<P>
(b) Within the thirty (30) day period prior to the
first anniversary of the Start Date, the Executive
shall have the option to terminate Executive's
employment with the Company. If the Executive so
terminates his employment with the Company,
<P>
(i) Executive shall receive no severance pay.
<P>
(ii) Section 11 hereof shall continue in full
force and effect.
<P>
6. Termination of Employment.
--------------------------
If the Executive's employment with the Company
terminates earlier than upon the expiration of the
Employment Period, other than a termination pursuant
to Section 6 hereof, the Executive shall be entitled
to receive the following payments under the following
circumstances:
<P>
(a) Death. Upon the death of the Executive, the
------
Executive's spouse, if any, or his estate shall receive
the Executive's base salary payable in the year of his
death pursuant to Section 3(a) hereof, life insurance
benefits and a pro rata portion of the Executive's
Bonus that would have been payable pursuant to Section
3(a) hereof with respect to the fiscal year in which
the Executive died. Such pro rata portion shall be
determined by multiplying (i) the total Bonus that the
Executive would have received in respect of the year
of his death by (ii) the quotient of the number of
days in such year prior to his death, divided by 365.
Such pro rata Bonus payment will be payable at the
same time that the full Bonus would have been payable
to the Executive pursuant to Section 3(a) hereof.
<P>
(b) Disability. Upon the Disability of the
-----------
Executive, he shall receive his Earned Salary, any
disability benefits payable under any disability
program in which he participates, any other benefits
under any benefit plan of the Company to which he is
entitled pursuant to the terms of such plan and a
portion of the Executive's Bonus that would have been
payable pursuant to Section 3(a) hereof with respect
to the fiscal year in which the Executive became
disabled. Such pro rata portion shall be determined by
multiplying (i) the total Bonus that the Executive
would have received in respect of the year of his
Disability by (ii) the quotient of the number of days
in such year prior to his Disability, divided by 365.
Such pro rata Bonus payment will be payable at the
same time that the full Bonus would have been payable
to the Executive pursuant to Section 3(a) hereof.
<P>
(c) Termination for Cause or a Resignation Other
--------------------------------------------
than for Good Reason. If the Executive's employment
---------------------
terminates due to a Termination for Cause or a
Resignation Other than for Good Reason, the Executive
shall receive his Earned Salary and any other benefits
under any benefit plan of the Company to which he is
entitled pursuant to the terms of such plan.
<P>
(d) Termination Without Cause or Resignation for
--------------------------------------------
Good Reason. If the Executive's employment terminates due
------------
to a Termination Without Cause or a Resignation for Good
Reason the Executive shall receive severance pay equal
to the base salary (but not the bonus) payable to the
Executive under Section 3(a) for the six months
immediately following such termination or resignation.
Notwithstanding anything herein to the contrary, in no
event shall the Company be obligated to pay any amount
to the Executive with respect to any period after such
six-month period.
<P>
7. Definitions.
------------
For purposes of this Agreement, capitalized terms have
the following meanings:
<P>
"Cause" shall mean a termination by the Company due to
-------
(i) the continued failure (other than any such failure
resulting from incapacity due to reasonably documented
physical or mental illness) by the Executive
substantially to perform his duties, responsibilities
or obligations as an officer, director or employee of
the Company or any of its subsidiaries after having
been given written notice of such failure to perform,
listing in reasonable specificity such failures, and
after having failed to improve such performance within
the time period (which shall have been a reasonable
time period) specified in such notice or (ii) the
engaging by the Executive in serious misconduct which
is material to the performance by the Executive of his
duties and obligations for the Company, including,
without limitation, gross negligence, dishonesty,
willful malfeasance, gross insubordination or gross
misconduct or conviction of a felony or the entering
of a plea of nolo contendere to a felony.
<P>
"Disability" shall mean the Executive's inability for
------------
more than six months within any 12-month period of
performing his duties, responsibilities or obligations
as an officer, director or employee of the Company on
a full-time basis because of a physical, mental or
emotional incapacity resulting from injury, sickness
or disease and within 30 days after written notice of
termination has been given to the Executive, the
Executive shall not have returned to the full-time
performance of his duties, responsibilities and
obligations. The date of termination in the case of a
termination for "Disability" shall be the last day of
the aforementioned 30-day period.
<P>
"Earned Salary" means the base salary earned, but unpaid,
---------------
for services rendered to the Company on or prior to the
date of disability, resignation or termination of the
Executive's employment, as the case may be. Earned
Salary shall be paid in a single lump sum as soon as
practicable, but in no event more than 30 days
following such date.
<P>
"Resignation for Good Reason" means a resignation by the
-----------------------------
Executive as a result of any of the following:
<P>
(a) a material breach by the Company of its
obligations under this Agreement with respect to the
base salary, Bonus, benefits or vacation to which the
Executive is entitled under Sections 3 and 4 hereof;
or
<P>
(b) the taking of any action by the Company that
would substantially diminish the aggregate value of
the benefits provided to the Executive under the
benefit plans of the Company that may be in effect at
such time in which he was participating, other than
any such reduction which is (i) required by law, (ii)
implemented in connection with a general concessionary
arrangement affecting all employees or affecting the
group of senior corporate executive employees or (iii)
generally applicable to all similarly situated
beneficiaries of such plans.
<P>
"Resignation Other than for Good Reason" shall be any
---------------------------------------
resignation other than a Resignation with Good Reason.
<P>
"Termination for Cause" shall be any termination of the
----------------------
Executive's employment by the Company for Cause.
<P>
"Termination Without Cause" shall be any termination of
---------------------------
the Executive's employment by the Company other than a
Termination for Cause.
<P>
8. Full Discharge of Company Obligations. The amounts
--------------------------------------
payable to the Executive pursuant to Section 5 or Section
6 following termination of his employment shall be in
full and complete discharge of the Executive's rights
under this Agreement and any other claims he may have
in respect of his employment by the Company or any of
its subsidiaries. Such amounts payable shall
constitute liquidated damages with respect to any and
all such rights and claims and, upon the Executive's
receipt of such amounts, the Company shall be released
and discharged from any and all liability to the
Executive in connection with this Agreement or
otherwise in connection with the Executive's
employment with the Company and its subsidiaries.
<P>
9. Noncompetition and Confidentiality.
-----------------------------------
(a) Noncompetition. If the Executive's employment
---------------
with the Company terminates during the Employment Period
for any reason (other than a resignation by Executive
pursuant to Section 6(c) or due to his death or
Disability), during the six-month period following
such termination or resignation of the Executive (the
"Restriction Period"), the Executive shall not become
associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other
than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded
company), that is actively engaged in the any business
that directly competes with any business, that at the
time of termination, The Company was actively engaged
in.
<P>
(b) Confidentiality. Without the prior written
----------------
consent of the Company, except for disclosures of
Confidential Information (as defined below) in the
ordinary course of business that, individually and in
the aggregate, are not materially injurious to the
Company or any of its subsidiaries, and except to the
extent required by an order of a court having
competent jurisdiction or under subpoena from an
appropriate government agency, the Executive shall not
disclose any trade secrets, customer lists, computer
programs, drawings, designs, marketing or sales plans,
management organization information (including data
and other information relating to members of the Board
or management), operating policies or manuals,
business plans, financial records or other financial,
commercial, business or technical information relating
to the Company or any of its subsidiaries or
information designated as confidential or proprietary
that the Company or any of its subsidiaries may
receive belonging to suppliers, customers or others
who do business with the Company or any of its
subsidiaries (collectively, "Confidential
Information") to any third person unless such
Confidential Information has been previously
disclosed to the public by the Company
or is in the public domain (other than by reason of
the Executive's breach of this Section 11(b)). If the
Executive receives an order of a court or a subpoena
requiring the Executive to disclose any Confidential
Information, as described above, the Executive shall
promptly deliver a copy of such order or subpoena to
the Company and the Company shall use its best efforts
to assist the Executive in responding thereto.
<P>
(c) Company Property. Promptly following the
----------------
Executive's termination of employment, the Executive
shall return to the Company all property of the
Company, and all copies thereof in the Executive's
possession or under his control, including, without
limitation, all Confidential Information, in whatever
media.
<P>
(d) Nonsolicitation of Employees. During the
-----------------------------
Employment Period and the Restriction Period, the
Executive shall not directly or indirectly induce any
employee of the Company or any of its subsidiaries to
terminate employment with such entity, and will not
directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise,
employ or offer employment to any person who is or was
employed by the Company or a subsidiary thereof unless
such person shall have ceased to be employed by such
entity for a period of at least six months.
<P>
e) Certain Payments to the Executive during the
--------------------------------------------
Restriction Period. If the Executive's employment with
-------------------
the Company is terminated due to a Termination for Cause
or a Resignation Other than for Good Reason, then, as
consideration for the covenants set forth in Section
11(a) and Section 11(d), the Company shall pay the
Executive, for the duration of the Restriction Period,
the salary (but not the bonus) he otherwise would have
received under Section 3(a). If the Executive's
employment with the Company is terminated due to a
Termination Without Cause or a Resignation for Good
Reason, then, as consideration for the covenants set
forth in Section 11(a) and Section 11(d), the Company
shall pay the Executive the compensation set forth in
Section 8(d). If the Executive's employment is
terminated pursuant to Section 6(b), then the receipt
by the Executive of the compensation elected by the
Company pursuant to Section 6(c) will constitute the
consideration for the covenants set forth in Section
11(a) and Section 11(d). If the Restriction Period
extends beyond the Employment Period, the Company
shall continue to pay the Executive his then current
salary until the end of the Restriction Period for
that portion of the Restricted Period, which extends
beyond the Employment Period. Except in the case of a
Termination Without Cause or such Resignation for Good
Reason, the Company may elect at any time during the
Restriction Period upon thirty (30) days prior written
notice to discontinue such salary payments, in which
event the Executive shall be released from any further
obligation to comply with the provisions of Sections
11(a) and 11(d) herein. If the Company fails to
timely make any payment due under this Section 11(e)
and if such failure continues for ten (10) business
days after notice by the Executive to the Company of
such failure, the Executive shall be released from any
further obligation to comply with the provisions of
Sections 11(a) and 11(d) herein.
<P>
(f) Injunctive Relief with Respect to Covenants. The
--------------------------------------------
Executive acknowledges and agrees that the covenants and
obligations of the Executive with respect to
noncompetition, nonsolicitation, confidentiality and
Company property relate to special, unique and
extraordinary matters and that a violation of any of
the terms of such covenants and obligations will cause
the Company and its subsidiaries irreparable injury
for which adequate remedies are not available at law.
Therefore, the Executive agrees that the Company and
its subsidiaries shall be entitled to an injunction,
restraining order or such other equitable relief
(without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or
appropriate to restrain the Executive from committing
any violation of the covenants and obligations
contained in this Section 11. These injunctive
remedies are cumulative and are in addition to any
other rights and remedies the
Company or its subsidiaries may have at law or in
equity.
<P>
10. Miscellaneous.
--------------
(a) Binding Effect. This Agreement shall be binding
---------------
on the Company and any person or entity which succeeds
to the interest of the Company (regardless of whether
such succession occurs by operation of law, by reason
of the sale of all or a portion of the Company's stock
or assets or a merger, consolidation or reorganization
involving the Company). This Agreement shall also
inure to the benefit of the Executive's heirs,
executors, administrators and legal representatives.
<P>
(b) Assignment. Except as provided under Section
-----------
12(a) above, neither this Agreement nor any of the rights
or obligations hereunder shall be assigned or
delegated by either party hereto without the prior
written consent of the other party.
<P>
(c) Entire Agreement. This Agreement supersedes any
-----------------
and all prior agreements between the parties hereto, and
constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein,
and no other agreement, oral or otherwise, shall be
binding between the parties unless it is in writing
and signed by the party against whom enforcement is
sought. There are no promises, representations,
inducements or statements between the parties other
than those that are expressly contained herein. The
Executive acknowledges that she is entering into this
Agreement of her own free will and accord, and with no
duress, that she has read this Agreement and that she
understands it and its legal consequences. No parol
or other evidence may be admitted to alter, modify or
construe this Agreement, which may be changed only by
a writing signed by the parties hereto.
<P>
(d) Severability; Reformation. In the event that
--------------------------
one or more of the provisions of this Agreement shall
become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not be
affected thereby. In the event any of Section 11(a),
(b), (c), (d) or (e) is not enforceable in accordance
with its terms, the Executive and the Company agree
that such Section, or such portion of such Section,
shall be reformed to make it enforceable in a manner
which provides the Company the maximum rights
permitted under applicable law.
<P>
(e) Waiver. Waiver by either party hereto of any
-------
breach or default by the other party of any of the terms
of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or
different from the breach or default waived. No waiver
of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto
or from any failure by either party hereto to assert
their rights hereunder on any occasion or series of
occasions.
<P>
(f) Notices. Any notice required or desired to be
--------
delivered under this Agreement shall be in writing and
shall be delivered personally, by courier service, by
registered mail, return receipt requested, or by
telecopy and shall be effective upon dispatch to the
party to whom such notice shall be directed, and shall
be addressed as follows (or to such other address as
the party entitled to notice shall hereafter designate
in accordance with the terms hereof):
<P>
If to the Company:
Unico, Inc.
Harbor Park
333 Ludlow Street
Stamford, CT 06902
<P>
(g) Amendments. This Agreement may not be altered,
-----------
modified or amended except by a written instrument signed
by each of the parties hereto.
<P>
(h) Headings. Headings to sections in this
---------
Agreement are for the convenience of the parties only
and are not intended to be part of or to affect the
meaning or interpretation hereof.
<P>
(i) Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall be deemed an
original but both of which together shall constitute
one and the same instrument.
<P>
(j) Withholding. Any payments provided for herein
------------
shall be reduced by any amounts required to be
withheld by the Company from time to time under
applicable Federal, state or local income or
employment tax laws or similar statutes or other
provisions of law then in effect.
<P>
(k) Governing Law. This Agreement shall be governed
--------------
by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would
apply.
<P>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the
Executive has hereunto set her hand as of the day and
year first above written.
<P>
Unico, Inc.
<P>
/s/ Jay R. Weppler
------------------
By: Jay R. Weppler.
Title: Chief Executive Officer
<P>
The Executive:
<P>
/s/ Ron Stoeppelwerth
---------------------
Ron Stoeppelwerth
EXHIBIT 4.8
<P>
EMPLOYMENT AGREEMENT
<P>
EMPLOYMENT AGREEMENT, dated as of September 30, 1999,
between Unico, Inc., a Delaware corporation (the
"Company") and Richard S. Hyland, (the "Executive").
The parties hereto agree as follows:
<P>
1. Employment.
------------
(a) Agreement to Employ. Upon the terms and subject
--------------------
to the conditions of this Agreement, the Company shall
hereby employ the Executive and the Executive hereby
agrees to be employed by the Company.
<P>
(b) Term of Employment. Subject to Section 5, the
-------------------
Company shall employ the Executive pursuant to the terms
hereof for the period commencing on the date Executive
begins exclusive employment with the Company (the
"Start Date"), which shall be the earliest date
reasonably possible for Executive, and ending on June
30, 2000, provided that the Executive's employment
with the Company shall be deemed to be automatically
renewed upon the same terms and conditions for an
additional one-year period on each of June 30, 2001
and December 31, 2001 unless either party hereto shall
have given the other party written notice that such
party does not intend to renew the Agreement as of
such date at least thirty (30) days in advance of the
date on which this Agreement would otherwise
automatically be renewed. The period during
which the Executive is employed pursuant to this
Agreement, including any renewal thereof in accordance
with this Section (1)(b), shall be referred to as the
"Employment Period."
<P>
2. Position and Duties.
--------------------
During the Employment Period, the Executive shall
serve as Director of Business Development of the
Company and the Executive shall have the duties,
responsibilities and obligations customarily assigned
to individuals serving in the position or positions in
which the Executive serves hereunder. The Executive
shall report to the Chief Executive Officer of the
Company. The Executive shall devote his full time to the
services required of him hereunder, except for vacation
time and reasonable periods of absence due to sickness,
personal injury or other disability, and shall use her
best efforts, judgment, skill and energy to perform such
services in a manner consonant with the duties of his
position and to improve and advance the business and
interests of the Company.
<P>
3. Compensation.
-------------
Salary and Bonus. The Company shall pay the
-----------------
Executive a base salary at an annual rate of $36,000.
The Company shall pay the Executive such base salary
in equal bi-monthly installments or in such other
installments as the parties may agree.
<P>
In consideration of accepting employment with the
Company, the Company will issue 50,000 shares of
common stock upon the signing of this agreement. The
Company agrees that the shares of common stock of the
Company comprising the Signing Bonus shall be issued
to the Employee as of the date of the execution of the
Agreement, and such shares of common stock of the
Corporation shall immediately be registered under S-8
as soon as possible to make the securities available
to be traded on the OTC Electronic Bulletin Board,
without limitation or restriction.
<P>
4. Benefits and Vacation.
----------------------
During the Employment Period, the Executive shall be
eligible to participate in the health, disability and
life insurance plans sponsored or maintained by the
Company for the benefit of its senior executive
corporate officers to the extent that the Executive is
eligible to participate in any such plans under the
generally applicable provisions thereof. The Company
may, in its discretion, amend or terminate any such
plans in accordance with the terms thereof. During the
Employment Period, the Executive shall be entitled to
three weeks of paid vacation annually. Unused vacation
days for any given calendar year may be carried over
to the subsequent year, or, at Executive's option, may be
surrendered to the Company for a cash payment equal to
(a) the quotient of the number of unused vacation days
surrendered, divided by 365, times (b) Executive's
base salary for the year in which such unused vacation
day was initially accrued.
<P>
5. First Anniversary Employment Review.
------------------------------------
(a) Within the thirty (30) days prior to and the
thirty (30) days after the first anniversary of the
Start Date (such sixty-day period is hereinafter
referred to as the "Review Period"), the Company shall
have the option to terminate Executive's employment
with the Company. If the Company terminates Executive's
employment with the Company during the Review Period,
<P>
(i) at the Company's option, Executive shall
be entitled to receive severance pay equal to the base
salary payable to the Executive under Section 3(a) for
the six months following such termination (payable
monthly).
<P>
(ii) Section 11 hereof shall continue in full
force and effect.
<P>
(b) Within the thirty (30) day period prior to the
first anniversary of the Start Date, the Executive
shall have the option to terminate Executive's
employment with the Company. If the Executive so
terminates his employment with the Company,
<P>
(i) Executive shall receive no severance pay.
<P>
(ii) Section 11 hereof shall continue in full
force and effect.
<P>
6. Termination of Employment.
--------------------------
If the Executive's employment with the Company
terminates earlier than upon the expiration of the
Employment Period, other than a termination pursuant
to Section 6 hereof, the Executive shall be entitled to
receive the following payments under the following
circumstances:
<P>
(a) Death. Upon the death of the Executive, the
------
Executive's spouse, if any, or his estate shall receive
the Executive's base salary payable in the year of his
death pursuant to Section 3(a) hereof, life insurance
benefits and a pro rata portion of the Executive's
Bonus that would have been payable pursuant to Section
3(a) hereof with respect to the fiscal year in which the
Executive died. Such pro rata portion shall be
determined by multiplying (i) the total Bonus that the
Executive would have received in respect of the year
of his death by (ii) the quotient of the number of
days in such year prior to his death, divided by 365.
Such pro rata Bonus payment will be payable at the
same time that the full Bonus would have been payable
to the Executive pursuant to Section 3(a) hereof.
<P>
(b) Disability. Upon the Disability of the
-----------
Executive, he shall receive his Earned Salary, any
disability benefits payable under any disability
program in which he participates, any other benefits
under any benefit plan of the Company to which he is
entitled pursuant to the terms of such plan and a
portion of the Executive's Bonus that would have been
payable pursuant to Section 3(a) hereof with respect
to the fiscal year in which the Executive became
disabled. Such pro rata portion shall be determined by
multiplying (i) the total Bonus that the Executive
would have received in respect of the year of his
Disability by (ii) the quotient of the number of days
in such year prior to his Disability, divided by 365.
Such pro rata Bonus payment will be payable at the
same time that the full Bonus would have been payable to
the Executive pursuant to Section 3(a) hereof.
<P>
(c) Termination for Cause or a Resignation Other
--------------------------------------------
than for Good Reason. If the Executive's employment
---------------------
terminates due to a Termination for Cause or a
Resignation Other than for Good Reason, the Executive
shall receive his Earned Salary and any other benefits
under any benefit plan of the Company to which he is
entitled pursuant to the terms of such plan.
<P>
(d) Termination Without Cause or Resignation for
---------------------------------------------
Good Reason. If the Executive's employment terminates due
------------
to a Termination Without Cause or a Resignation for Good
Reason the Executive shall receive severance pay equal to
the base salary (but not the bonus) payable to the
Executive under Section 3(a) for the six months
immediately following such termination or resignation.
Notwithstanding anything herein to the contrary, in no
event shall the Company be obligated to pay any amount
to the Executive with respect to any period after such
six-month period.
<P>
7. Definitions.
-------------
For purposes of this Agreement, capitalized terms have
the following meanings:
<P>
"Cause" shall mean a termination by the Company due to
-------
(i) the continued failure (other than any such failure
resulting from incapacity due to reasonably documented
physical or mental illness) by the Executive
substantially to perform his duties, responsibilities
or obligations as an officer, director or employee of
the Company or any of its subsidiaries after having been
given written notice of such failure to perform,
listing in reasonable specificity such failures, and
after having failed to improve such performance within
the time period (which shall have been a reasonable
time period) specified in such notice or (ii) the
engaging by the Executive in serious misconduct which
is material to the performance by the Executive of his
duties and obligations for the Company, including,
without limitation, gross negligence, dishonesty, willful
malfeasance, gross insubordination or gross misconduct
or conviction of a felony or the entering of a plea of
nolo contendere to a felony.
<P>
"Disability" shall mean the Executive's inability for
------------
more than six months within any 12-month period of
performing his duties, responsibilities or obligations
as an officer, director or employee of the Company on a
full-time basis because of a physical, mental or
emotional incapacity resulting from injury, sickness or
disease and within 30 days after written notice of
termination has been given to the Executive, the
Executive shall not have returned to the full-time
performance of his duties, responsibilities and
obligations. The date of termination in the case of a
termination for "Disability" shall be the last day of
the aforementioned 30-day period.
<P>
"Earned Salary" means the base salary earned, but unpaid,
---------------
for services rendered to the Company on or prior to the
date of disability, resignation or termination of the
Executive's employment, as the case may be. Earned
Salary shall be paid in a single lump sum as soon as
practicable, but in no event more than 30 days
following such date.
<P>
"Resignation for Good Reason" means a resignation by the
-----------------------------
Executive as a result of any of the following:
<P>
(a) a material breach by the Company of its
obligations under this Agreement with respect to the
base salary, Bonus, benefits or vacation to which the
Executive is entitled under Sections 3 and 4 hereof;
or
<P>
(b) the taking of any action by the Company that
would substantially diminish the aggregate value of
the benefits provided to the Executive under the benefit
plans of the Company that may be in effect at such
time in which he was participating, other than any such
reduction which is (i) required by law, (ii)
implemented in connection with a general concessionary
arrangement affecting all employees or affecting the
group of senior corporate executive employees or (iii)
generally applicable to all similarly situated
beneficiaries of such plans.
<P>
"Resignation Other than for Good Reason" shall be any
----------------------------------------
resignation other than a Resignation with Good Reason.
<P>
"Termination for Cause" shall be any termination of the
-------------------------
Executive's employment by the Company for Cause.
<P>
"Termination Without Cause" shall be any termination of
---------------------------
the Executive's employment by the Company other than a
Termination for Cause.
<P>
8. Full Discharge of Company Obligations. The amounts
--------------------------------------
payable to the Executive pursuant to Section 5 or Section
6 following termination of his employment shall be in
full and complete discharge of the Executive's rights
under this Agreement and any other claims he may have
in respect of his employment by the Company or any of its
subsidiaries. Such amounts payable shall constitute
liquidated damages with respect to any and all such
rights and claims and, upon the Executive's receipt of
such amounts, the Company shall be released and
discharged from any and all liability to the Executive
in connection with this Agreement or otherwise in
connection with the Executive's employment with the
Company and its subsidiaries.
<P>
9. Noncompetition and Confidentiality.
-----------------------------------
(a) Noncompetition. If the Executive's employment
---------------
with the Company terminates during the Employment Period
for any reason (other than a resignation by Executive
pursuant to Section 6(c) or due to his death or
Disability), during the six-month period following
such termination or resignation of the Executive (the
"Restriction Period"), the Executive shall not become
associated with any entity, whether as a principal,
partner, employee, consultant or shareholder (other
than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly traded
company), that is actively engaged in the any business
that directly competes with any business, that at the
time of termination, The Company was actively engaged
in.
<P>
(b) Confidentiality. Without the prior written
----------------
consent of the Company, except for disclosures of
Confidential Information (as defined below) in the
ordinary course of business that, individually and in
the aggregate, are not materially injurious to the
Company or any of its subsidiaries, and except to the
extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate
government agency, the Executive shall not disclose
any trade secrets, customer lists, computer programs,
drawings, designs, marketing or sales plans,
management organization information (including data
and other information relating to members of the Board
or management), operating policies or manuals, business
plans, financial records or other financial,
commercial, business or technical information relating
to the Company or any of its subsidiaries or information
designated as confidential or proprietary that the
Company or any of its subsidiaries may receive
belonging to suppliers, customers or others who do
business with the Company or any of its subsidiaries
(collectively, "Confidential Information") to any
third person unless such Confidential Information has
been previously disclosed to the public by the Company
or is in the public domain (other than by reason of the
Executive's breach of this Section 11(b)). If the
Executive receives an order of a court or a subpoena
requiring the Executive to disclose any Confidential
Information, as described above, the Executive shall
promptly deliver a copy of such order or subpoena to
the Company and the Company shall use its best efforts to
assist the Executive in responding thereto.
<P>
(c) Company Property. Promptly following the
-----------------
Executive's termination of employment, the Executive
shall return to the Company all property of the
Company, and all copies thereof in the Executive's
possession or under his control, including, without
limitation, all Confidential Information, in whatever
media.
<P>
(d) Nonsolicitation of Employees. During the
-----------------------------
Employment Period and the Restriction Period, the
Executive shall not directly or indirectly induce any
employee of the Company or any of its subsidiaries to
terminate employment with such entity, and will not
directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise,
employ or offer employment to any person who is or was
employed by the Company or a subsidiary thereof unless
such person shall have ceased to be employed by such
entity for a period of at least six months.
<P>
e) Certain Payments to the Executive during the
--------------------------------------------
Restriction Period. If the Executive's employment with
-------------------
the Company is terminated due to a Termination for Cause
or a Resignation Other than for Good Reason, then, as
consideration for the covenants set forth in Section
11(a) and Section 11(d), the Company shall pay the
Executive, for the duration of the Restriction Period,
the salary (but not the bonus) he otherwise would have
received under Section 3(a). If the Executive's
employment with the Company is terminated due to a
Termination Without Cause or a Resignation for Good
Reason, then, as consideration for the covenants set
forth in Section 11(a) and Section 11(d), the Company
shall pay the Executive the compensation set forth in
Section 8(d). If the Executive's employment is
terminated pursuant to Section 6(b), then the receipt
by the Executive of the compensation elected by the
Company pursuant to Section 6(c) will constitute the
consideration for the covenants set forth in Section
11(a) and Section 11(d). If the Restriction Period
extends beyond the Employment Period, the Company shall
continue to pay the Executive his then current salary
until the end of the Restriction Period for that
portion of the Restricted Period, which extends beyond
the Employment Period. Except in the case of a
Termination Without Cause or such Resignation for Good
Reason, the Company may elect at any time during the
Restriction Period upon thirty (30) days prior written
notice to discontinue such salary payments, in which
event the Executive shall be released from any further
obligation to comply with the provisions of Sections
11(a) and 11(d) herein. If the Company fails to
timely make any payment due under this Section 11(e)
and if such failure continues for ten (10) business days
after notice by the Executive to the Company of such
failure, the Executive shall be released from any
further obligation to comply with the provisions of
Sections 11(a) and 11(d) herein.
<P>
(f) Injunctive Relief with Respect to Covenants. The
--------------------------------------------
Executive acknowledges and agrees that the covenants and
obligations of the Executive with respect to
noncompetition, nonsolicitation, confidentiality and
Company property relate to special, unique and
extraordinary matters and that a violation of any of
the terms of such covenants and obligations will cause
the Company and its subsidiaries irreparable injury
for which adequate remedies are not available at law.
Therefore, the Executive agrees that the Company and its
subsidiaries shall be entitled to an injunction,
restraining order or such other equitable relief
(without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or
appropriate to restrain the Executive from committing
any violation of the covenants and obligations
contained in this Section 11. These injunctive
remedies are cumulative and are in addition to any
other rights and remedies the Company or its subsidiaries
may have at law or in equity.
<P>
10. Miscellaneous.
--------------
(a) Binding Effect. This Agreement shall be binding
---------------
on the Company and any person or entity which succeeds to
the interest of the Company (regardless of whether
such succession occurs by operation of law, by reason
of the sale of all or a portion of the Company's stock or
assets or a merger, consolidation or reorganization
involving the Company). This Agreement shall also
inure to the benefit of the Executive's heirs, executors,
administrators and legal representatives.
<P>
(b) Assignment. Except as provided under Section
-----------
12(a) above, neither this Agreement nor any of the rights
or obligations hereunder shall be assigned or
delegated by either party hereto without the prior
written consent of the other party.
<P>
(c) Entire Agreement. This Agreement supersedes any
-----------------
and all prior agreements between the parties hereto, and
constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein,
and no other agreement, oral or otherwise, shall be
binding between the parties unless it is in writing
and signed by the party against whom enforcement is
sought. There are no promises, representations,
inducements or statements between the parties other
than those that are expressly contained herein. The
Executive acknowledges that she is entering into this
Agreement of her own free will and accord, and with no
duress, that she has read this Agreement and that she
understands it and its legal consequences. No parol
or other evidence may be admitted to alter, modify or
construe this Agreement, which may be changed only by
a writing signed by the parties hereto.
<P>
(d) Severability; Reformation. In the event that
--------------------------
one or more of the provisions of this Agreement shall
become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not be
affected thereby. In the event any of Section 11(a),
(b), (c), (d) or (e) is not enforceable in accordance
with its terms, the Executive and the Company agree
that such Section, or such portion of such Section,
shall be reformed to make it enforceable in a manner
which provides the Company the maximum rights permitted
under applicable law.
<P>
(e) Waiver. Waiver by either party hereto of any
-------
breach or default by the other party of any of the terms
of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or
different from the breach or default waived. No waiver
of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto
or from any failure by either party hereto to assert
their rights hereunder on any occasion or series of
occasions.
<P>
(f) Notices. Any notice required or desired to be
--------
delivered under this Agreement shall be in writing and
shall be delivered personally, by courier service, by
registered mail, return receipt requested, or by telecopy
and shall be effective upon dispatch to the
party to whom such notice shall be directed, and shall
be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in
accordance with the terms hereof):
<P>
If to the Company:
Unico, Inc.
Harbor Park
333 Ludlow Street
Stamford, CT 06902
<P>
(g) Amendments. This Agreement may not be altered,
-----------
modified or amended except by a written instrument signed
by each of the parties hereto.
<P>
(h) Headings. Headings to sections in this
---------
Agreement are for the convenience of the parties only and
are not intended to be part of or to affect the
meaning or interpretation hereof.
<P>
(i) Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall be deemed an original
but both of which together shall constitute one and
the same instrument.
<P>
(j) Withholding. Any payments provided for herein
-------------
shall be reduced by any amounts required to be withheld
by the Company from time to time under applicable
Federal, state or local income or employment tax laws
or similar statutes or other provisions of law then in
effect.
<P>
(k) Governing Law. This Agreement shall be governed
--------------
by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would
apply.
<P>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the
Executive has hereunto set her hand as of the day and
year first above written.
<P>
Unico, Inc.
<P>
/s/ Jay R. Weppler
-------------------
By: Jay R. Weppler.
Title: Chief Executive Officer
<P>
The Executive:
<P>
/s/ Richard S. Hyland
---------------------
Richard S. Hyland
EXHIBIT 5
<P>
RICHARD I. ANSLOW & ASSOCIATES
4400 ROUTE 9 SOUTH, 2ND FLOOR
FREEHOLD, NEW JERSEY 07728
Telephone (732) 409-1212
Facsimile (732) 577-1188
<P>
March 31, 2000
<P>
Combined Opinion and Consent
<P>
Unico, Inc.
Harbor Park
333 Ludlow Street
Stamford, CT 06902
<P>
Re: Unico, Inc.
<P>
Gentlemen:
<P>
We have acted as counsel to Unico, Inc., a Delaware
corporation (the "Company"), in connection with the
preparation and filing with the Securities and
Exchange Commission (the "Commission") under the
Securities Act of 1933 as amended (the "Act") of the
Company's Registration Statement on Form S-8, filed
contemporaneously with the Commission relating to the
registration under the Act of 2,000,000 shares (the
"Shares") of the Company's Common Stock, $0.01 par
value (the "Common Stock").
<P>
In rendering this opinion, we have reviewed the
Registration Statement on Form S-8, as well as a copy of
the Certificate of Incorporation of the Company, as
amended, and the By-Laws of the Company. We have also
reviewed such statutes and judicial precedents as we
have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In our examination, we
have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity
with, the original documents of all documents
submitted to us as certified or photostatic copies,
and the authenticity of the originals of such copies.
<P>
Based on the foregoing and in reliance thereon, and
subject to the qualifications and limitations set
forth herein, we are of the opinion that:
<P>
(1) The Company has been duly incorporated and is a
validly existing corporation under the laws of the
State of Delaware;
<P>
(2) The Shares, when issued in connection with the
agreements (copies annexed to the Registration
Statement), will be legally issued, fully paid and non-assessable.
<P>
This opinion is limited to the General Corporation Law
and the Constitution of the State of Delaware and we
express no opinion with respect to the laws of any
other jurisdiction. We consent to your filing this
opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without
our prior written consent.
<P>
Very truly yours,
<P>
RICHARD I. ANSLOW & ASSOCIATES
<P>
By: /s/ Richard I. Anslow
-----------------------
Richard I. Anslow
<P>
RIA/tp
EXHIBIT 23
<P>
CONSENT OF INDEPENDENT AUDITORS
<P>
Unico, Inc., Stamford, Connecticut
<P>
We have issued our report dated March 19,1999, relating
to the financial statements of Unico, Inc. for the
years ended December 31, 1998 appearing in the Company's
Annual Report on Form 10-K. Such report has been
incorporated by reference in this Registration
Statement. We consent to the incorporation by
reference in this Registration Statement on Form S-8
of the aforementioned reports and to the use of our
name as it appears under the caption "Experts."
<P>
Sellers & Associates, PC
Certified Public Accountants
<P>
By: /s/ Richard Sellers
--------------------
Richard Sellers
<P>
Ogden Utah
March 29, 2000
EXHIBIT 99.1
<P>
UNICO, INC.
2000 Employee Stock Option Plan
<P>
1. Purposes.
<P>
The purpose of the Unico, Inc. 2000 Employee Stock Option
Plan (the "Plan") is to foster and promote the long-term
financial success of the Company and materially
increase shareholder value by (a) motivating superior
performance by means of performance-related
incentives, (b) encouraging and providing for the
acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain
the services of an outstanding management team upon whose
judgment, interest and special effort the successful
conduct of its operations is largely dependent.
<P>
2. Definitions.
<P>
(a) Certain Definitions. Capitalized terms used
herein without definition shall have the respective
meanings set forth below:
<P>
"Act" means the Securities Exchange Act of 1934, as
amended.
<P>
"Board" means the Board of Directors of the Company.
"Cause" means (i) the willful failure by the
Participant (other than due to physical or mental
illness) to perform substantially all his duties as an
employee of the Company or any Subsidiary after
reasonable notice to the Participant of such failure,
(ii) the Participant's engaging in serious misconduct
that is injurious to the Company or any Subsidiary,
(iii) the Participant's having been convicted of, or
entered a plea of nolo contendere to, a crime that
constitutes a felony or (iv) the breach by the
Participant of any written covenant or agreement with
the Company or any Subsidiary not to disclose any
information pertaining to the Company or any
Subsidiary or not to compete or interfere with the
Company or any Subsidiary.
<P>
"Change in Control" means the occurrence of any of
the following events:
<P>
(1) the members of the Board at the beginning
of any consecutive twelve calendar month period (the
"Incumbent Directors") cease for any reason to
constitute at least a majority of the members of the
Board, provided that any director whose election, or
nomination for election by the Company's stockholders,
was approved by a vote of at least a majority of the
members of the Board then still in office who were
members of the Board at the beginning of such twelve
calendar month period other than as a result of a proxy
contest, or any agreement arising out of an actual or
threatened proxy contest, shall be treated as an
Incumbent Director; or
<P>
(2) any "person," including a "group" (as such
terms are used in Sections 13(d) and 14(d)(2) of the
Act, the Company, any Subsidiary or any employee
benefit plan of the Company or any Subsidiary is or
becomes the "beneficial owner" (as defined in Rule 13(d)(3)
under the Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined
voting power of the Company's then outstanding
securities; or
<P>
(3) the stockholders of the Company shall
approve a definitive agreement (A) for the merger or
other business combination of the Company with or into
another corporation, a majority of the directors of
which were not directors of the Company immediately
prior to the merger and in which the stockholders of the
Company immediately prior to the effective date of
such merger own a percentage of the voting power in such
corporation that is less than one-half of the
percentage of the voting power they owned in the
Company immediately prior to such transaction or (B)
for the sale or other disposition of all or substantially
all of the assets of the Company to any other entity;
provided, in each case, that such transaction shall have
been consummated; or
<P>
(4) the purchase of Stock pursuant to any tender
or exchange offer made by any "person," including a
"group" (as such terms are used in Sections 13(d) and
14(d)(2) of the Act), the Company, any Subsidiary, or
an employee benefit plan of the Company or any
Subsidiary, for 20% or more of the Stock of the
Company.
<P>
Notwithstanding the foregoing, a "Change in Control"
shall not be deemed to occur in the event the Company
files for bankruptcy, liquidation or reorganization
under the United States Bankruptcy Code.
<P>
"Change in Control Price" means the highest price
per share of Stock offered in conjunction with any
transaction resulting in a Change in Control (as
determined in good faith by the Committee if any part
of the offered price is payable other than in cash)
or, in the case of a Change in Control occurring
solely by reason of a change in the composition of the
Board, the highest Fair Market Value of the Stock on any of
the 30 trading days immediately preceding the date on
which a Change in Control occurs.
<P>
"Code" means the Internal Revenue Code of 1986, as
amended.
<P>
"Committee" means the Compensation Committee of the
Board or such other committee as the Board may from
time to time designate to administer the Plan (or in the
absence of any such designation, the Board), provided
that any such committee shall consist of at least two
members, both of whom shall be a "Non-Employee
Director" within the meaning of Rule 16b-3, as
promulgated under the Act.
<P>
"Company" means Unico, Inc., a Delaware corporation, and
any successor thereto.
<P>
"Disability" means, unless otherwise determined by
the Committee with respect to a particular Option,
disability of the Participant within the meaning of any
long-term disability plan maintained by the Company.
<P>
"Employee" means any employee of the Company or any
Subsidiary.
<P>
"Fair Market Value" means, on any date the closing
price of the Stock on a national securities exchange
(or on such other recognized quotation system on which
the trading prices of the Stock are quoted at the
relevant time) on such date, provided that in the
event that there are no Stock transactions reported on
such exchange (or such other system) on such date,
Fair Market Value shall mean the closing price on the
immediately preceding date on which Stock transactions
were so reported.
<P>
"Option" means the right to purchase Stock at a
stated price for a specified period of time. For
purposes of the Plan, an Option may be either (i) an
"Incentive Stock Option" (ISO) within the meaning of
Section 422 of the Code or (ii) a "Nonstatutory Stock
Option" (NSO). Unless the Committee shall otherwise
specify at the time of grant, any Option granted
hereunder shall be a Nonstatutory Stock Option.
<P>
"Participant" means any Employee designated by the
Committee to receive an Option under the Plan.
<P>
"Retirement" means termination of a Participant's
employment on or after the normal retirement date or,
with the Committee's approval, on or after any early
retirement date established under any retirement plan
maintained by the Company, or any Subsidiary in which
the Participant participates.
<P>
"Stock" means the common stock of the Company, par
value $0.01 per share.
<P>
"Subsidiary" means any corporation in which the
Company owns, directly or indirectly, stock
representing 50% or more of the voting power of all
classes of stock entitled to vote and any other
business organization, regardless of form, in which
the Company possesses directly or indirectly 50% or
more of the total combined equity interests in such
organization.
<P>
(b) Gender and Number. Except when otherwise
indicated by the context, words in the masculine
gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the
plural shall include the singular.
<P>
3. Powers of The Committee
<P>
The Committee shall be responsible for the administration
of the Plan, including, without limitation,
determining which Employees receive Options, what kind
of Options are granted under the Plan and for what
number of shares, and the other terms and conditions
of each such Option. The Committee may establish
different terms and conditions for different types of
Options, for different Participants receiving the same type
of Option and for the same Participant for each Option such
Participant may receive, whether or not granted at different
times. The Committee shall have the responsibility of
construing and interpreting the Plan and of
establishing and amending such rules and regulations
as it may deem necessary or desirable for the proper
administration of the Plan. Any decision or action taken or
to be taken by the Committee, arising out of or in
connection with the construction, administration,
interpretation and effect of the Plan and of its rules and
regulations, shall, to the maximum extent permitted by
applicable law, be within its absolute discretion (except as
otherwise specifically provided herein) and shall be
conclusive and binding upon the Company, all Participants
and any person claiming under or through any Participant.
<P>
4. Stock Subject to Plan
<P>
(a) Number. Subject to the provisions of Section 4(b)
and (c), the number of shares of Stock subject to
Options under the Plan may not exceed 2,000,000 shares
of Stock, plus any shares which, after the effective
date of the Plan, become available for Options under
this Plan in accordance with Section 4(b) below. Without
limiting the generality of the foregoing, whenever shares
are received by the Company in connection with the
exercise of any Option granted under the Plan, only
the net number of shares actually issued shall be counted
against the foregoing limit. The shares to be delivered
under the Plan may consist, in whole or in part, of treasury
Stock or authorized but unissued Stock not reserved
for any other purpose.
<P>
(b) Canceled, Terminated, or Forfeited Options. Any
shares of Stock subject to any Option granted
hereunder which for any reason is canceled, terminated
or otherwise settled without the issuance of any Stock
shall be available for further Options under the Plan.
<P>
(c) Adjustment in Capitalization. In the event of any
Stock dividend or Stock split, recapitalization
(including, without limitation, the payment of an
extraordinary cash dividend), merger, consolidation,
combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar
corporate change or other similar event that affects
the Stock such that an adjustment is required to
preserve, or to prevent enlargement of, the benefits
or potential benefits made available under this Plan,
then the Committee shall, in such manner as the Committee
shall deem equitable, adjust any or all of (i) the
number and kind of shares which thereafter may be
optioned and sold under the Plan (including, without
termination, adjusting the limits on the number and types
of Options that may be made under the Plan), (ii) the
number and kinds of shares subject to outstanding
Options and (iii) the exercise price with respect to
any of the foregoing. Additionally, the Committee may make
provisions for a cash payment to a Participant or a
person who has an outstanding Option. However, the
number of shares subject to any Option shall always be
a whole number.
<P>
5.Stock Options
<P>
(a) Grant of Options. Options may be granted to
Participants at such time or times as shall be
determined by the Committee. Options granted under
the Plan may be of two types: (i) Incentive Stock
Options and (ii) Nonstatutory Stock Options, provided
that no Incentive Stock Option shall be granted to any
Employee who is not eligible to receive such an Option
under Section 422 of the Code and the regulations
thereunder. The Committee shall have complete
discretion in determining the number of Options, if
any, to be granted to a Participant. Without limiting the
foregoing, the Committee may grant Options containing
provisions for the issuance to the Participant, upon
exercise of such Option and payment of the exercise price
therefor with previously owned shares of Stock, of an
additional Option for the number of shares so delivered.
Each Option shall be evidenced by an Option agreement that
shall specify the type of Option granted, the exercise
price, the duration of the Option, the number of
shares of Stock to which the Option pertains, and such
other terms and conditions not inconsistent with the Plan as
the Committee shall determine.
<P>
(b) Option Price. Unless otherwise determined by the
Committee at the time of grant, Options granted
pursuant to the Plan shall have an exercise price
which is not less than the Fair Market Value of a
share of Stock on the date the Option is granted.
<P>
(c) Exercise of Options. Options awarded under the Plan
shall be exercisable at such times and shall be
subject to such restrictions and conditions including the
performance of a minimum period of service or the
satisfaction of performance goals, as the Committee
may impose, either at or after the time of grant of such
Options; provided that no Option shall be
exercisable for more than 10 years after the date on
which it is granted.
<P>
(d) Payment. The Committee shall establish procedures
governing the exercise of Options. No shares shall be
delivered pursuant to any exercise of an Option unless
arrangements satisfactory to the Committee have been
made to assure full payment of the option price
therefor. Without limiting the generality of the
foregoing, the Committee may provide, on such terms and
conditions as the Committee determines appropriate, that
payment of the option price may be made (i) in cash or its
equivalent, (ii) by exchanging shares of Stock owned
by the optionee (which are not the subject of any pledge
or other security interest), (iii) through an
arrangement with a broker approved by the Company
whereby payment of the exercise price is accomplished with
the proceeds of the sale of Stock or (iv) by any combination
of the foregoing, provided that the combined value of all
cash and cash equivalents paid and the Fair Market
Value of any such Stock so tendered to the Company,
valued as of the date of such tender, is at least
equal to such option price.
<P>
(e) Termination of Employment Due to Death, Disability
or Retirement. Unless otherwise determined by the
Committee at the time of grant, in the event a
Participant's employment terminates by reason of
death, Disability or Retirement, any Options granted
to such Participant which are exercisable at the date
of his or her death, Disability or Retirement may be
exercised at any time prior to the earlier of the
expiration of the term of the Options or within one (1) year
(or such other period as the Committee shall determine at
the time of grant) following the Participant's termination
of employment. Unless otherwise determined by the
Committee at the time of grant, Options which have not
become exercisable in accordance with the terms
thereof shall be cancelled upon the Participant's
termination of employment.
<P>
(f) Termination of Employment for Any Other Reason.
Unless otherwise determined by the Committee at or
after the time of grant, in the event the employment
of the Participant shall terminate for any reason
other than those described in Section 5(e), any Options
granted to such Participant which are exercisable at the
date of the Participant's termination of employment shall be
exercisable at any time prior to the earlier of the
expiration of the term of the Options or the sixtieth
day following the Participant's termination of
employment; provided that, if a Participant's
employment is terminated for Cause, all Options
granted to such Participant which are then outstanding
shall be immediately forfeited (whether or not then
exercisable).
<P>
(g) Incentive Stock Options. Notwithstanding anything
in the Plan to the contrary, no term of this Plan
relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section
422 of the Code.
<P>
(h) Buyout. The Committee may at any time offer to buy
out an Option previously granted for a payment in
cash, based on such terms and conditions as the
Committee shall establish and communicate to the optionee
at the time that such offer is made.
<P>
6.Change in Control
<P>
(a) Accelerated Vesting and Payment. Subject to the
provisions of Section 6(b) below, in the event of a
Change in Control, each Option shall be, at the
discretion of the Committee, either canceled in
exchange for a payment in cash of an amount equal to
the excess, if any, of the Change in Control Price
over the exercise price for such Option, or fully
exercisable regardless of the exercise schedule otherwise
applicable to such Option.
<P>
(b) Alternative Options. Notwithstanding Section 6(a),
no cancellation, acceleration of exercisability,
vesting, cash settlement or other payment shall occur
with respect to any Option if the Committee reasonably
determines in good faith prior to the occurrence of a
Change in Control that such Option shall be honored or
assumed, or new rights substituted therefor (such
honored, assumed or substituted option hereinafter
called an "Alternative Option"), by a Participant's
employer (or the parent or a Subsidiary of such
employer) immediately following the Change in Control,
provided that any such Alternative Option must:
<P>
(i)provide such Participant (or each Participant
in a class of Participants) with rights and
entitlements substantially equivalent to or better than
the rights, terms and conditions applicable under such
Option, including, but not limited to, an identical or
better exercise or vesting schedule and identical or
better timing and methods of payment;
<P>
(ii) have substantially equivalent economic value
to such Option (determined at the time of the Change
in Control);
<P>
(iii) have terms and conditions which provide that
in the event that the Participant's employment is
involuntarily terminated or constructively terminated,
any conditions on a Participant's rights under, or any
restrictions on transfer or exercisability applicable
to, each such Alternative Option shall be waived or shall
lapse, as the case may be.
<P>
For this purpose, a constructive termination shall
mean a termination by a Participant following a
material reduction in the Participant's base salary or a
Participant's incentive compensation opportunity or a
material reduction in the Participant's
responsibilities, in any such case without the
Participant's written consent.
<P>
7.Amendment, Modification, And Termination of Plan
<P>
The Board at any time may terminate or suspend the Plan,
and from time to time may amend or modify the Plan,
except that no amendment, modification, or termination of
the Plan shall in any manner adversely affect any
Option theretofore granted under the Plan, without the
consent of the Participant to whom such Option was
granted. Notwithstanding the foregoing, the Board may
not increase the total number of shares of Stock
subject to the Plan without shareholder approval
(except pursuant to Section 4(c)).
<P>
8.Miscellaneous Provisions
<P>
(a) Nontransferability of Options. Unless the Committee
shall permit (on such terms and conditions as it shall
establish) an Option to be transferred to a member of
the Participant's immediate family or to a trust or
similar vehicle for the benefit of such immediate
family members (collectively, the "Permitted
Transferees"), no Option shall be assignable or
transferable except by will or the laws of descent and
distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to
any lien, obligation or liability of the Participant. All
rights with respect to Options granted to a Participant
under the Plan shall be exercisable during his lifetime only
by such Participant or, if applicable, the Permitted
Transferees. The rights of a Permitted Transferee
shall be limited to the rights conveyed to such
Transferee, who shall be subject to and bound by the
terms of the agreement or agreements between the
Participant and the Company.
<P>
(b) Beneficiary Designation. Each Participant under the
Plan may from time to time name any beneficiary or
beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to
be paid or by whom any right under the Plan is to be
exercised in case of his or her death. Each
designation will revoke all prior designations by the
same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by
the Participant in writing with the Committee during his
lifetime. In the absence of any such designation,
benefits remaining unpaid at the Par ticipant's death
shall be paid to or exercised by the Participant's
surviving spouse, if any, or otherwise to or by his or
her estate.
<P>
(c) No Guarantee of Employment or Participation.
Nothing in the Plan shall interfere with or limit in
any way the right of the Company, or any Subsidiary to
terminate any Participant's employment at any time,
nor to confer upon any Participant any right to
continue in the employ of the Company, or any
Subsidiary. No Employee shall have a right to be
selected as a
Participant, or, having been so selected, to receive
any future Options.
<P>
(d) Tax Withholding. The Company shall have the right to
deduct from all amounts paid to a Participant in cash
(whether under this Plan or otherwise) any taxes
required by law to be withheld in respect of Options
under this Plan. No shares shall be issued pursuant
to any Option unless and until arrangements
satisfactory to the Committee shall have been made to
satisfy any withholding tax obligations applicable with
respect to such Option. Without limiting the generality of
the foregoing, the Company shall have the right to retain,
or the Committee may, subject to such terms and
conditions as it may establish from time to time, permit
Participants to elect to tender, Stock (including
Stock issuable in respect of an Option) to satisfy, in
whole or in part, the amount required to be withheld.
<P>
(e) Compliance with Legal and Exchange Requirements.
The Plan, the granting and exercising of Options
thereunder, and the other obligations of the Company
under the Plan, shall be subject to all applicable
Federal and State laws, rules, and regulations, and to
such approvals by any regulatory or governmental
agency as may be required. The Company, in its
discretion, may postpone the granting and exercising
of Options, the issuance or delivery of Stock under any
Option or any other action permitted under the Plan to
permit the Company, with reasonable diligence, to
complete such stock exchange listing or registration
or qualification of such Stock or other required action
under any Federal or State law, rule, or regulation
and may require any Participant to make such
representations and furnish such information as it may
consider appropriate in connection with the issuance
or delivery of Stock in compliance with applicable laws,
rules, and regulations. The Company shall not be
obligated by virtue of any provision of the Plan to
recognize the exercise of any Option or to otherwise
sell or issue Stock in violation of any such laws,
rules, or regulations; and any postponement of the
exercise of any Option under this provision shall not
extend the term of such Options, and neither the Company nor
its directors or officers shall have any
obligation or liability to the Participant with
respect to any Option (or Stock issuable thereunder) that
shall lapse because of such postponement.
<P>
(f) Indemnification. Each person who is or shall have
been a member of the Committee or of the Board shall
be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him in
connection with or resulting from any claim, action,
suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action
taken or failure to act under the Plan and against and
from any and all amounts paid by him in settlement thereof,
with the Company's approval, or paid by him in
satisfaction of any judgment in any such action, suit,
or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and
defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to
which such persons may be entitled under the Company's
Articles of Incorporation or By-laws, by contract, as
a matter of law, or otherwise.
<P>
(g) Effective Date. Subject to the approval of the
shareholders of the Company, the Plan shall be
effective on March 31, 2000. No Options may be
granted under the Plan after March 31, 2001.
<P>
(h) No Limitation on Compensation. Nothing in the Plan
shall be construed to limit the right of the Company
to establish other plans or to pay compensation to its
employees, in cash or property, in a manner which is
not expressly authorized under the Plan.
<P>
(i) Deferrals. The Committee may postpone the
exercising of Options, the issuance or delivery of Stock
under any Option or any action permitted under the
Plan to prevent the Company or any Subsidiary from being
denied a Federal income tax deduction with respect to
any Option other than an Incentive Stock Option.
<P>
(j) Governing Law. The Plan shall be construed in
accordance with and governed by the laws of the State
of Connecticut, without reference to principles of
conflict of laws which would require application of
the law of another jurisdiction, except to the extent
that the corporate law of the State of Delaware
specifically and mandatorily applies.
<P>
(k) No Impact On Benefits. Except as may otherwise be
specifically stated under any employee benefit plan,
policy or program, no amount payable in respect of any
Option shall be treated as compensation for purposes
of calculating an Employee's right under any such plan,
policy or program.
<P>
(l) No Constraint on Corporate Action. Nothing in this
Plan shall be construed (i) to limit, impair or
otherwise affect the Company's right or power to make
adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to
merge or consolidate, or dissolve, liquidate, sell, or
transfer
all or any part of its business or assets or (ii)
except as provided in Section 7, to limit the right or
power of the Company, or any Subsidiary to take any
action which such entity deems to be necessary or
appropriate.
EXHIBIT 99.2
<P>
UNICO, INC.
2000 Non-Employee Stock Option Plan
<P>
I. DEFINITIONS
<P>
1.1 Definitions.
<P>
(a) "Award" shall mean an Option, which may be
designated as a Nonqualified Stock Option or an
Incentive Stock Option granted under this Plan.
<P>
(b) "Award Agreement" shall mean, as the case may be,
the Incentive Stock Option Award Agreement
substantially in the form of Exhibit A attached hereto
and made a part herewith, setting forth the terms of
an Award, or the Non- Qualified Stock Option Award
Agreement substantially in the form of Exhibit B
attached hereto and made a part herewith setting forth
the terms of an Award.
<P>
(c) "Award Date" shall mean the date upon which the
Committee took the action granting an Award or such
later date as is prescribed by the Committee.
<P>
(d) "Award Period" shall mean the period beginning on an
Award Date and ending on the expiration date of such
Award.
<P>
(e) "Beneficiary" shall mean the person, persons, trust
or trusts entitled by will or the laws of descent and
distribution to receive the benefits specified under
this Plan in the event of a Participant's death.
<P>
(f) "Board" shall mean the Board of Directors of the
Corporation.
<P>
(g) "Common Stock" shall mean the Common Stock, $0.01
par value, of the Corporation.
<P>
(h) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
<P>
(i) "Commission" shall mean the Securities and Exchange
Commission.
<P>
(j) "Committee" shall mean the committee appointed by
the Board and consisting of two or more members or if
no such committee has been appointed, the Board.
<P>
(k) "Company" shall mean, collectively, the Corporation
and its Subsidiaries, if any.
<P>
(l) "Corporation" shall mean Unico, Inc., a Delaware
corporation, and its successors.
<P>
(m) "Eligible Person" shall mean any Person designated
by the Committee who is not an employee of the
Company.
<P>
(n) "Event" shall mean approval by the stockholders of
the Corporation of (i) the dissolution or liquidation
of the Corporation; (ii) an agreement to merge or
consolidate, or otherwise reorganize, with or into one
or more entities which are not Subsidiaries, as a
result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity are,
or are to be, owned by the stockholders (or their
affiliates) of the Corporation immediately prior to
such transaction; (iii) the sale of substantially all
of the Corporation's business and/or assets to a
person or entity which is not a Subsidiary or a stockholder
(or an affiliate of a stockholder) immediately prior to such
sale; or (iv) a tender offer by a person other than a
stockholder (or an affiliate thereof) of the
Corporation) pursuant to which the offeror acquires
more than 50% of the Corporation's outstanding voting
securities.
<P>
(o) "Fair Market Value shall mean (i) the per share
closing sales price of the Common Stock on the date at
which Fair Market Value is to be determined (the
"Determination Date") on the national securities
exchange having the greatest volume of trading in the
Common Stock during the 30-day period immediately
preceding that time as reported in The Wall Street
Journal; (ii) if the Common Stock is not listed or
admitted to trade on any national securities exchange,
the per share closing sales price for the Common Stock
on the Determination Date at which Fair Market Value
is to be determined, as quoted in the National
Association of Securities Dealers Automated Quotation
(NASDAQ) National Market Reporting System, or any
successor system, as reported in The Wall Street
Journal; (iii) if the Common Stock is not listed or
admitted to trade on any national securities exchange
and is not quoted on the NASDAQ National Market Reporting
System, the average of the per share closing bid and
asked sales prices for the Common Stock on the over-the-
counter market on the Determination Date at which
Fair Market Value is to be determined, as quoted on
NASDAQ or such other national reporting service, as
reported in The Wall Street Journal; or (iv) if the
Common Stock is not listed or admitted to trade on a
national securities exchange, is not quoted on the
NASDAQ National Market Reporting System and if the bid
and asked sales prices for the Common Stock are not
furnished by the National Association of Securities Dealers,
Inc. or a similar organization, the Fair Market Value of a
share of Common Stock as of the Determination Date at which
Fair Market Value is to be determined, and established
by the Committee under the Plan based on such relevant
facts, which may include opinions of independent experts or
annual appraisals of the fair market value of the
Company, as may be available to the Committee.
<P>
(p) "Incentive Stock Option" shall mean an option which
is designated as an incentive stock option within the
meaning of Section 422 of the Code, the award of which
contains such provisions as are necessary to comply
with that section.
<P>
(q) "Nonqualified Stock Option" shall mean an option
which is designated as a Nonqualified Stock Option.
<P>
(r) "Option" shall mean an option to purchase Common
Stock under this Plan. An Option shall be designated
by the Committee as a Nonqualified Stock Option or an
Incentive Stock Option.
<P>
(s) "Participant" shall mean an Eligible Person who has
been awarded an Award.
<P>
(t) "Person" shall mean any individual, corporation,
partnership, limited liability company, joint venture,
association, trust or other business entity.
<P>
(u) "Personal Representative" shall mean the person or
persons who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the
Participant by legal proceeding or otherwise the legal
power to exercise the rights and receive the benefits
specified in this Plan.
<P>
(v) "Plan" shall mean the Unico, Inc. 2000 Non-Employee
Stock Option Plan, as amended from time to time in
accordance herewith.
<P>
(w) "Securities Act" shall mean the Securities Act of
1933, as amended.
<P>
(x) "Subsidiary" shall mean any corporation or other
entity a majority or more of whose outstanding voting
stock or voting power is beneficially owned directly
or indirectly by the Corporation.
<P>
II. THE PLAN
<P>
2.1 Purpose.
<P>
The purpose of this Plan is to promote the success of the
Company by providing an additional means to attract
and retain key personnel through added long term
incentives for high levels of performance and for
significant efforts to improve the financial
performance of the Company by granting Awards.
<P>
2.2 Administration.
<P>
(a) This Plan shall be administered by the Committee.
Action of the Committee with respect to the
administration of this Plan shall be taken pursuant to
a majority vote or the written consent of a majority
of its members. If action by the Committee is taken by
written consent, the action shall be deemed to have
been taken at the time specified in the consent or, if
none is
specified, at the time of the last signature. The
Committee may delegate administrative functions to
individuals who are officers or employees of the
Company.
<P>
(b) Subject to the express provisions of this Plan, the
Committee shall have the authority to construe and
interpret this Plan and any agreements defining the
rights and obligations of the Company and Participants
under this Plan, to further define the terms used in
this Plan, to prescribe, amend and rescind rules and
regulations relating to the administration of this
Plan, to determine the duration and purposes of leaves of
absence which may be granted to Participants without
constituting a termination of their engagement for
purposes of this Plan and to make all other
determinations necessary or advisable for the
administration of this Plan. The determinations of the
Committee on the foregoing matters shall be
conclusive.
<P>
(c) Any action taken by, or inaction of, the
Corporation, any Subsidiary, the Board or the
Committee relating to this Plan shall be within the
absolute discretion of that entity or body and shall
be conclusive and binding upon all persons. No member
of the Board or Committee, or officer of the
Corporation or Subsidiary, shall be liable for any such
action or inaction of the entity or body, of another person
or, except in circumstances involving bad faith, of himself
or herself. Subject only to compliance with the
express provisions hereof, the Board and Committee may
act in their absolute discretion in matters related to
this Plan.
<P>
2.3 Participation.
<P>
Awards may be granted only to Eligible Persons. An
Eligible Person who has been granted an Award may, if
otherwise eligible, be granted additional Awards if
the Committee shall so determine. Officers and Members
of the Board who are not employees of the Company
shall be eligible to receive Awards.
<P>
2.4 Stock Subject to the Plan.
<P>
The stock to be offered under this Plan shall be shares
of the Company's authorized but unissued Common Stock.
The aggregate amount of Common Stock that may be
issued or transferred pursuant to Awards granted under
this Plan shall not exceed Two Million (2,000,000)
shares, subject to adjustment as set forth in Section
4.2. If any Option shall lapse or terminate (either
by its terms or as a result of the repurchase by the
Company of such Option) without having been exercised
in full, the unpurchased shares subject thereto shall
again be available for purposes of this Plan.
<P>
2.5 Grant of Options.
<P>
Subject to the express provisions of the Plan, the
Committee shall determine from the class of Eligible
Persons those individuals to whom Options under the
Plan shall be granted, the terms of Options (which
need not be identical) and the number of shares of Common
Stock subject to each Option. Each Option shall be
subject to the terms and conditions set forth in the
Plan and such other terms and conditions established
by the Committee and as set forth in the Award
Agreement as are not inconsistent with the purpose and
provisions of the Plan. The grant of an Option is made
on the Award
Date.
<P>
2.6 Exercise of Options.
<P>
An Option shall be deemed to be exercised when the
Secretary or Assistant Secretary of the Corporation
receives written notice of such exercise from the
Participant, together with payment of the purchase
price made in accordance with Section 3.2.
Notwithstanding any other provision of this Plan, the
Committee may impose, by rule or in Award Agreements,
such conditions upon the exercise of Options
(including, without limitation, vesting of exercise
rights and conditions limiting the time of exercise to
specified periods) as may be required to satisfy
applicable securities laws, regulatory requirements or
as may be deemed necessary or advisable by the
Committee.
<P>
III. OPTIONS
<P>
3.1 Grants.
<P>
One or more Options may be granted to any Eligible
Person. Each Option so granted shall be designated by
the Committee as either a Nonqualified Stock Option or an
Incentive Stock Option.
<P>
3.2 Option Price.
<P>
The purchase price per share of the Common Stock covered
by each Option shall be determined by the Committee,
but in the case of Incentive Stock Options shall not
be less than 100% (110% in the case of a Participant who
owns more than 10% of the total combined voting power
of all classes of stock of the Company) of the Fair
Market Value of the Common Stock on the date the
Incentive Stock Option is granted. The purchase price of any
shares purchased shall be paid in full at the time of each
purchase in one or a combination of the following
methods: (i) in cash, or by certified or cashier's
check payable to the order of the Corporation, (ii) if
authorized by the Committee or specified in the Option
being exercised, by a promissory note made by the
Participant in favor of the Corporation, upon the
terms and conditions determined by the Committee, and
secured by the Common Stock issuable upon exercise in
compliance with applicable law (including, without
limitation, state corporate law and federal margin
requirements), or (iii) if authorized by the
Committee, by shares of Common Stock of the
Corporation already owned by the Participant, provided
such shares are publicly traded; provided, however,
the Committee may in its absolute discretion limit the
Participant's ability to exercise an Option by
delivering shares, and any shares delivered which were
initially acquired upon exercise of a stock option must have
been owned by the Participant at least six months as of the
date of delivery. Shares of Common Stock used to satisfy the
exercise price of an Option shall be valued at their
Fair Market Value on the date of exercise.
<P>
3.3 Option Period.
<P>
Each Option and all rights or obligations thereunder
shall expire on such date as shall be determined by
the Committee and set forth in the Award Agreement,
but not later than 10 years after the Award Date in
the case of an Incentive Stock Option (five years in
the case of a person described in Section 3.5(c)), and shall
be subject to earlier termination as hereinafter provided
or as provided in any Award Agreement.
<P>
3.4 Exercise of Options.
<P>
Except as otherwise provided in Section 4.4, an Option
may become exercisable, in whole or in part, on the
date or dates specified in the Award Agreement and
thereafter shall remain exercisable until the
expiration or earlier termination of such Option. No Option
shall be exercisable except in respect of whole shares, and
fractional share interests shall be disregarded.
Subject to any requirement of law, not less than 10
shares of Common Stock may be purchased at one time
unless the number purchased is the total number at the
time available for purchase under the terms of the
Option.
<P>
3.5 Limitations on Grant of Incentive Stock Options.
<P>
(a) The aggregate Fair Market Value (determined as of
the Award Date) of the Common Stock for which Incentive
Stock Options may first become exercisable by any
Participant during any calendar year under this Plan,
together with that of Common Stock subject to
Incentive Stock Options first exercisable (other than
as a result of acceleration pursuant to Section 4.2 or
4.4) by such Participant under any other plan of the
Corporation or any Subsidiary, shall not exceed
$200,000.
<P>
(b) There shall be imposed in the Award Agreement
relating to Incentive Stock Options such terms and
conditions as are required in order that the Option be
an "incentive stock option" as that term is defined in
Section 422 of the Code.
<P>
(c) No Incentive Stock Option may be granted to any
person who, at the time the Incentive Stock Option is
granted, owns shares of stock of the Corporation or
any Subsidiary possessing more than 10% of the total
combined voting power of all classes of stock of the
Company, unless the exercise price of such Option is
at least 110% of the Fair Market Value of the stock
subject to the Option and such Option by its terms is
not exercisable after the expiration of five years from
the date such Option is granted.
<P>
IV. OTHER PROVISIONS
<P>
4.1 Rights of Eligible Persons, Participants and
Beneficiaries.
<P>
(a) Status as an Eligible Person shall not be construed
as a commitment that any Award will be made under this
Plan to an Eligible Person or to Eligible Persons
generally.
<P>
(b) Nothing contained in this Plan (or in Award
Agreements or in any other documents related to this
Plan or to Options) shall confer upon any Eligible Person
or Participant any right to continue any business
relationship with the Company or constitute any
contract or agreement of engagement (as an employee,
consultant or otherwise), or interfere in any way with
the right of the Company to reduce such person's
compensation or to terminate the engagement of such
Eligible Person or Participant, with or without cause,
but nothing contained in this Plan or any document
related thereto shall affect any other contractual
right of any Eligible Person or Participant.
<P>
(c) Other than by will or the laws of descent and
distribution, no interest in this Plan or in any
Option shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge,
encumbrance or charge and any such attempted action
shall be void and no such benefit or interest shall
be, in any manner, liable for, or subject to, debts,
contracts, liabilities, engagements or torts of any
Eligible Person, Participant or Beneficiary. The
Committee shall disregard any attempted transfer,
assignment or other alienation prohibited by the
preceding sentence and shall pay or deliver such cash
or shares of Common Stock in accordance with the
provisions of this Plan.
<P>
(d) No Participant, Beneficiary or other person shall
have any right, title or interest in any fund or in
any specific asset (including shares of Common Stock)
of the Company by reason of any Option granted
hereunder. Neither the provisions of this Plan (or of any
documents related hereto), nor the creation or
adoption of this Plan, nor any action taken pursuant
to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a
fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the extent that
a Participant, Beneficiary or other person acquires a
right to receive an Option hereunder, such right shall
be no greater than the right of any unsecured general
creditor of the Company.
<P>
4.2 Adjustments Upon Changes in Capitalization.
<P>
(a) If the outstanding shares of Common Stock are
increased, decreased or changed into, or exchanged
for, a different number or kind of shares or securities of
the Corporation through a reorganization or merger in
which the Corporation is the surviving entity, or
through a combination, recapitalization,
reclassification, stock split, stock dividend, stock
consolidation or otherwise, an appropriate adjustment shall
be made in the number and kind of shares that may be issued
pursuant to Options. A corresponding adjustment to the
consideration payable with respect to Options granted
prior to any such change shall also be made. Any such
adjustment, however, shall be made without change in
the total payment, if any, applicable to the portion
of the Option not exercised but with a corresponding
adjustment in the price for each share.
<P>
(b) Upon the dissolution or liquidation of the
Corporation, or upon a reorganization, merger or
consolidation of the Corporation with one or more
corporations as a result of which the Corporation is
not the surviving corporation, the Plan shall
terminate, and any outstanding Options shall, subject
to the provisions of Section 4.4, terminate and be
forfeited. Notwithstanding the foregoing, the Committee may
provide in writing in connection with, or in
contemplation of, any such transaction for any or all
of the following alternatives (separately or in
combinations): (i) for the assumption by the successor
corporation of the Options theretofore granted or the
substitution by such corporation for such Options of
Options covering the stock of the successor
corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of
shares and prices; (ii) for the continuance of the
Plan by such successor corporation in which event the
Plan and the Options shall continue in the manner and
under the terms so provided; or (iii) for the payment
in cash or shares of Common Stock in lieu of and in complete
satisfaction of such Awards.
<P>
(c) All determinations under this Section 4.2 shall be
made by the Committee with the purpose of neither
enlarging nor diminishing the rights or obligations
hereunder or under any then outstanding Option. In
adjusting Options to reflect the changes described in
this Section 4.2, or in determining that no such
adjustment is necessary, the Committee may rely upon
the advice of counsel and accountants of the
Corporation, and the determination of the Committee
shall be conclusive. No fractional shares of stock
shall be issued under this Plan on account of any such
adjustment.
<P>
4.3 Termination of Engagement.
<P>
(a) If a Participant is engaged by the Company as an
independent contractor and such Participant ceases to
have a business relationship with the Company, either
as an independent contractor or employee of the
Company, for any reason including, death or
disability, then the Committee shall have the discretion to
terminate the Option or any part thereof prior to the
expiration date therefor in the Award Agreement upon thirty
(30) days notice to the Participant; provided, however,
that in the case of Incentive Stock Options, military
leaves of absence, sick leave and any other bona fide
leaves of absence shall not be considered a termination of
such relationship as long as such leave does not extend
beyond 90 days or if the Participant's reemployment
rights are guaranteed by law (as with certain federal
military reservist laws, certain state maternity or
paternity leave laws) or by contract.
<P>
(b) If a Participant is engaged by the Company as an
independent contractor and such Participant ceases to
have a business relationship with the Company, either
as an independent contractor or employee of the
Company, as a result of disability, the Participant or
Participant's Personal Representative may subject to
Section 4.3(a) exercise any Option to the extent it
shall have become exercisable; provided, however, that
in the case of Incentive Stock Options, the
Participant or Participant's Personal Representative must
exercise an Option to the extent it shall have become
exercisable within one year of the termination of such
relationship.
<P>
(c) If a Participant is engaged by the Company as an
independent contractor and such Participant ceases to
have a business relationship with the Company, either
as an independent contractor or employee of the
Company, as a result of death while the Participant is
so engaged or employed by the Company (or in the case
of Incentive Stock Options was last engaged or employed by
the Company within three months before his death), the
Participant's Option shall subject to Section 4.3(a)
be exercisable by the Participant's Beneficiary to the
extent such Option was exercisable immediately prior
to the date of death (or earlier termination).
<P>
(d) Notwithstanding the foregoing, in the event that the
business relationship between the Participant and the
Company is terminated for any reason, other than a
termination for cause, the Committee may, in its
discretion and in connection with such termination,
increase the portion of the Participant's Option
available to the Participant, or Participant's
Beneficiary or Personal Representative, as the case
may be, upon such terms as the Committee shall
determine.
<P>
(e) If an entity ceases to be a Subsidiary, such action
shall be deemed for purposes of this Section 4.3 to be
a termination of the business relationship between the
Company and each Eligible Person and Participant
engaged (as an independent contractor or employee) by
that entity.
<P>
4.4 Acceleration of Options.
<P>
The Options shall not be accelerated unless and until the
Board determines that there shall be an acceleration
of Options. Acceleration of Options shall comply with
applicable regulatory requirements, including without
limitation, Section 422 of the Code.
<P>
4.5 Government Regulations.
<P>
This Plan, the granting of Options under this Plan and
the issuance or transfer of shares of Common Stock
(and/or the payment of money) pursuant thereto are
subject to all applicable federal and state laws,
rules and regulations and to such approvals by any
regulatory or governmental agency (including without
limitation "no action" positions of the Commission)
which may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection
therewith. Without limiting the generality of the
foregoing, no Options may be granted under this Plan, and
no shares shall be issued by the Corporation, pursuant
to any such Option, unless and until, in each such
case, all legal requirements applicable to the issuance
have, in the opinion of counsel to the Corporation, been
complied with. In connection with any stock issuance or
transfer, the person acquiring the shares shall, if
requested by the Corporation, give assurances satisfactory
to counsel to the Corporation in respect of such matters as
the Corporation may deem desirable to assure compliance
with all applicable legal requirements.
<P>
4.6 Tax Withholding.
<P>
Upon the disposition by a Participant or other person of
shares of Common Stock acquired pursuant to the
exercise of an Incentive Stock Option prior to
satisfaction of the holding period requirements of
Section 422 of the Code, or upon the exercise of a
Nonqualified Stock Option, the Company shall have the
right to require such Participant or such other person
to pay by cash, or certified or cashier's check
payable to the Company, the amount of any taxes which
the Company may be required to withhold with respect to such
transactions and the issuance of any shares of Common
Stock pursuant to the exercise of a Nonqualified Stock
Option will be subject to the Participant's (or other
person's) satisfaction of all such tax withholding
obligations.
<P>
4.7 Amendment, Termination, and Suspension.
<P>
(a) The Board may, at any time, terminate or, from time
to time, amend, modify or suspend this Plan (or any
part hereof). In addition, the Committee may, from
time to time, amend or modify any provision of this Plan
except Section 4.4 and, with the consent of the
Participant, make such modifications of the terms and
conditions of such Participant's Option as it shall
deem advisable. No Options may be granted during any
suspension of this Plan or after its termination.
<P>
(b) If an amendment would (i) increase the aggregate
number of shares which may be issued under this Plan,
or (ii) modify the requirements of eligibility for
participation in this Plan, the amendment shall be
approved by the Board or the Committee and by a
majority of the stockholders entitled to vote thereon.
<P>
(c) In the case of Options issued before the effective
date of any amendment, suspension or termination of
this Plan, such amendment, suspension or termination
of the Plan shall not, without specific action of the
Board and consent of the Participant, in any way
modify, amend, alter or impair any rights or obligations
under any Option previously granted under the Plan.
<P>
4.8 Privileges of Stock Ownership; Nondistributive
Intent.
<P>
A Participant shall not be entitled to the privilege of
stock ownership as to any shares of Common Stock not
actually issued to him. Upon the issuance and transfer of
shares to the Participant, unless a registration
statement is in effect under the Securities Act,
relating to such issued and transferred Common Stock
and there is available for delivery a prospectus
meeting the requirements of Section 10 of the Securities
Act, the Common Stock may be issued and transferred to the
Participant only if he represents and warrants in
writing to the Corporation that the shares are being
acquired for investment and not with a view to the
resale or distribution thereof and there is an available
exemption from the federal and applicable state
securities laws. No shares shall be issued and
transferred unless and until there shall have been
full compliance with any applicable regulatory
requirements (including those of exchanges upon which
any Common Stock of the Corporation may be listed).
<P>
4.9 Effective Date of the Plan.
<P>
This Plan shall be effective upon its approval by the
Board.
<P>
4.10 Term of the Plan.
<P>
Unless previously terminated by the Board, this Plan
shall terminate at the close of business on the tenth
anniversary of the date on which this Plan is approved
by the Board, and no Options shall be granted under it
thereafter, but such termination shall not affect any
Option theretofore granted.
<P>
4.11 Governing Law.
<P>
This Plan and the documents evidencing Options and all
other related documents shall be governed by, and
construed in accordance with, the laws of the State of
Delaware. If any provision shall be held by a court of
competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan
shall continue to be fully effective.
<P>
EXHIBIT A
<P>
INCENTIVE STOCK
OPTION AWARD AGREEMENT
THIS AWARD AGREEMENT is dated as of the day of ,
2000, by and between Unico, Inc.., a Delaware
corporation (the "Corporation"), and (the
"Participant").
<P>
W I T N E S S E T H:
<P>
WHEREAS, on , 2000, pursuant to the Corporation's
2000 Non-Employee Stock Option Plan (hereinafter, the
term "Plan"; and such other capitalized terms as used
herein without definition having the meaning ascribed
to them in the Plan), the Committee of the Corporation's
Board of Directors (the "Committee") has granted to
the Participant, effective as of, 2000 (the "Award
Date"), an incentive stock option ("Option" or
"Award") to purchase all or any part of the total
number of shares of Common Stock, $0.001 par value of the
Corporation ("Stock") set forth on Schedule I hereto
upon the terms and conditions hereinafter set forth;
and
<P>
WHEREAS, the Participant and the Corporation desire to
enter into a written agreement in accordance with the
Plan;
<P>
NOW THEREFORE, in consideration of the mutual promises
and covenants made herein and the mutual benefits to
be derived herefrom, the parties hereto agree as
follows:
<P>
1. GRANT OF OPTION. The Corporation has granted to the
Participant, as a matter of separate inducement and
agreement in connection with the business relationship
between the Corporation and the Participant, and not
in lieu of any compensation for their services, the right
and option to purchase, in accordance with the Plan
and subject to the terms and conditions thereof and
those hereinafter set forth, all or any part of the total
number of shares of Stock set forth on Schedule I
attached hereto and incorporated herein ("Schedule
I"), at the exercise price per share set forth on
Schedule I (the "Price"), exercisable from time to
time subject to the provisions hereof prior to the close
of business on (the "Expiration Date"). The Price has been
determined by the Committee in accordance with Section
3.2 of the Plan.
<P>
2. EXERCISABILITY OF OPTION. Except as otherwise
provided herein, the Option may be exercised in
accordance with the vesting schedule set forth on
Schedule II attached hereto and incorporated herein
("Schedule II"), and the Option may only be exercised
at any given time to the extent that the Option has
vested in accordance with Schedule II; provided,
however, that the Option may be exercised only prior
to the Expiration Date, and may not be exercised as to
less than 10 shares of Stock at any one time unless
the number of shares purchased is the total number at
the time available for purchase under the Option.
Furthermore, the Option may be exercised only after the
Stock into which the Option is exercisable has been
registered under the Securities Act of 1933, as amended (the
"Securities Act"). The Corporation will register such Stock
under the Securities Act no later than the sixth anniversary
of the date of grant; and in any event,
notwithstanding the preceding sentence, the Option may be
exercised after such sixth anniversary. The Option may be
exercised only as to whole shares; fractional share
interests shall be disregarded except that they may be
accumulated.
<P>
3. METHOD OF EXERCISE AND PAYMENT. Each exercise of any
part of the Option shall be by means of written
notice of exercise duly delivered to the Corporation,
specifying the number of whole shares of Stock with
respect to which the Option is being exercised,
together with any written statements required pursuant
to Section 10 below and payment of the Price in full (i) in
cash or by certified or cashier's check payable to the
order of the Corporation, (ii) if authorized by the
Committee, by a promissory note made by the Participant
in favor of the Corporation, upon the terms and conditions
determined by the Committee, and secured by the Stock
issuable upon exercise in compliance with applicable law
(including state corporate law and federal margin
requirements), or (iii) if authorized by the Committee and
there is a public market for the Stock, by delivery of
shares of Stock already owned by the Participant for at
least six months.
<P>
4. CONTINUANCE OF RELATIONSHIP. Nothing contained
herein or in the Plan shall confer upon the
Participant any right to continue in any business
relationship with the Corporation, or any subsidiary
or other affiliate thereof, or constitute any contract or
agreement of engagement or employment. Nothing
contained herein or in the Plan shall interfere in any
way with the right of the Corporation to (i) terminate
its relationship, if any, with the Participant, or (ii)
reduce any compensation received by the Participant
from the rate in existence on the Award Date; provided
that nothing herein shall modify any written agreement
as may now exist or hereinafter be entered into between
Participant and the Corporation.
<P>
5. EFFECT OF TERMINATION OF RELATIONSHIP. If the
Participant is engaged on the date hereof as an
independent contractor by the Corporation, or by any
subsidiary or other affiliate thereof, and later
ceases to have a business relationship with the
Corporation, or any subsidiary or other affiliate
thereof, either as an independent contractor or
employee of any such entity, for any reason other than
breach by the Corporation of any written agreement in
effect between the Participant and the Corporation,
the Option shall terminate to the extent not vested.
Notwithstanding the vesting schedule in Schedule II,
if the Corporation has materially breached any written
agreement with the Participant, and as a result
Participant's relationship with the Corporation or any
subsidiary or other affiliate thereof is terminated,
then to the extent provided in such written agreement the
Option shall become fully vested upon such termination
of relationship. However, in no event may any Option be
exercised by any person after the Expiration Date.
<P>
6. NON-ASSIGNABILITY OF OPTION. Interests in the Option
shall not be subject to sale, transfer, pledge,
assignment or alienation other than by will or the
laws of descent and distribution regardless of any
interest therein of the Participant's spouse or such
spouse's successor in interest.
<P>
7. ADJUSTMENTS UPON SPECIFIED CHANGES. As set forth in
Section 4.2 of the Plan, upon the occurrence of
specified events relating to the Corporation's stock,
adjustments will be made in the number and kind of
shares that may be issuable under an Option to the
extent deemed appropriate by the Committee. In
addition, upon the occurrence of specified events
relating to the Corporation, such as its dissolution or
liquidation, a reorganization, merger or consolidation in
which it is not the surviving corporation, or upon sale of
all or substantially all of the Corporation's property,
unless provision is otherwise made and subject to the
provisions of Section 4.4 of the Plan, the Plan and
any outstanding Options will terminate.
<P>
8. NO AUTOMATIC ACCELERATION. Options shall not be
accelerated unless and until the Board determines that
there shall be an acceleration of Options in
accordance with Section 4.4 of the Plan.
<P>
9. PARTICIPANT NOT A STOCKHOLDER. Neither the
Participant nor any other person entitled to exercise
the Option shall have any of the rights or privileges
of a stockholder of the Corporation as to any shares of
Stock not actually issued and delivered to them. No
adjustment will be made for dividends or other rights
for which the record date is prior to the date on
which such stock certificate(s) is issued even if such
record date is subsequent to the date upon which
notice of exercise was delivered and the tender of
payment was
accepted.
<P>
10. APPLICATION OF SECURITIES LAWS.
<P>
(a) No shares of Stock may be purchased pursuant to the
Option unless and until any then applicable
requirements of the Securities and Exchange Commission
and any other regulatory agency, including any state
securities law commissioner having jurisdiction over the
Corporation or such issuance, and any exchange upon
which Stock is listed, shall have been fully
satisfied. The Participant represents, agrees and
certifies that if the Participant exercises the
Option, in whole or in part, the Participant will
acquire the Stock issuable upon such
exercise for the purpose of investment and not with a
view to resale or distribution and that, as a
condition to each such exercise, the Participant will
furnish to the Corporation a written statement to such
effect, satisfactory in form and substance to the
Corporation.
<P>
(b) The Participant understands that the certificate(s)
representing the Stock acquired pursuant to the Option
may bear a legend referring to the fact that the Stock
has not been registered under the Securities Act, and
has not been qualified under any state securities law
and is subject to certain restrictions on transfer and
other limitations under the Securities Act and state
securities laws with respect to the transfer of such
Stock, and the Corporation may impose stop transfer
instructions to implement such limitations, if
applicable. Any person(s) entitled to exercise the
Option under the provisions of Section 6 above shall
be
bound by and obligated under the provisions of this
Section 10 to the same extent as is the Participant.
<P>
(c) The Committee may impose such conditions on an
Option or on its exercise or acceleration or on the
payment of any withholding obligation (including
restricting the time of exercise to specified periods)
as may be required to satisfy applicable regulatory
requirements.
<P>
11. NOTICES. Any request or notice to be given hereunder
shall be deemed given, and any election or exercise to
be made or accomplished shall be deemed made or
accomplished, upon actual delivery thereof to the
designated recipient, or three days after deposit
thereof in the United States mail, registered, return
receipt requested and postage prepaid, addressed, if
to the Participant, at the address given beneath the
Participant's signature set forth below, and if to the
Corporation, at the executive offices of the
Corporation.
<P>
12. EFFECT OF AWARD AGREEMENT. The Award Agreement
shall be assumed by, be binding upon and inure to the
benefit of (i) any successor(s) of the Corporation to
the extent provided in Section 4.2(b) of the Plan, and
(ii) any Beneficiary or Personal Representative of the
Participant as provided in Section 4.3 of the Plan.
<P>
13. TAX WITHHOLDING. The provisions of Section 4.6 of
the Plan are hereby incorporated and shall govern any
withholding that the Corporation employing the
Participant is required to make with respect to an
exercise of the Option, as well as the Corporation's
right to condition a transfer of Class A Common Stock
or Common Stock upon compliance with the applicable
withholding requirements of federal, state and local
authorities.
<P>
14. TERMS OF PLAN GOVERN. The Option and this Award
Agreement are subject to, and the Corporation and the
Participant agree to be bound by, all of the terms and
conditions of the Plan. The Participant acknowledges
receipt of a copy of the Plan, which is made a part
hereof by this reference. The rights of the
Participant are subject to limitations, adjustments,
modifications, suspension and termination in certain
circumstances and upon the occurrence of certain
conditions as set forth in the Plan.
<P>
15. LAWS APPLICABLE TO CONSTRUCTION. The Option has
been granted, executed and delivered as of the day and
year first above written, and the interpretation,
performance and enforcement of the Option and this
Award Agreement shall be governed by the laws of the
State of Delaware (excluding its conflicts of law
principles).
<P>
16. NOTICE OF DISPOSITION. The Participant agrees to
notify the Corporation of any sale or other
disposition of any shares of Stock received upon
exercise of the Option if such sale or disposition
occurs within two years after the Award Date or within
one year after the date of exercise of the Option.
<P>
17. COUNTERPARTS. This Award Agreement may be executed
and delivered in one or more counterparts, each of
which shall be considered an original but which,
together, shall constitute one and the same document.
<P>
[SIGNATURES APPEAR ON FOLLOWING PAGE]
<P>
IN WITNESS WHEREOF, the Corporation has caused this Award
Agreement to be executed on its behalf by a duly
authorized officer and the Participant has hereunto
set his hand as of the date and year first above
written.
<P>
UNICO, INC.
<P>
BY:
------------------------------
JAY WEPPLER
PRESIDENT
<P>
PARTICIPANT
<P>
[name]
<P>
(Address)
<P>
(City, State, Zip Code)
<P>
(Social Security Number)
<P>
SCHEDULE I
<P>
NUMBER OF SHARES AND EXERCISE PRICE
<P>
[ ]
<P>
Number of Option Shares Exercise Price Per Share
<P>
SCHEDULE II
<P>
VESTING OF OPTION PERIOD
<P>
[ ]
<P>
Award Date to - %
Award Date to - %
Award Date to - %
Award Date to - %
Award Date to - %
