UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 30,2006
Unico American Corporation
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-3978 95-2583928
(Commission File Number) (IRS Employer Identification No.)
23251 Mulholland Drive
Woodland Hills, California 91364
(Address of Principal Executive Offices) (Zip Code)
(818) 591-9800
(Registrant's Telephone Number, Including Area Code)
(Former name or former address, if changed since last Report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
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On May 30, 2006, Unico American Corporation (the "Company") entered into an
employment agreement effective May 15, 2006 with each of Cary L. Cheldin, George
C. Gilpatrick and Lester A. Aaron (collectively the "Executives" and
individually the "Executive") to serve as the Executive Vice President, Vice
President and Secretary, and Treasurer and Chief Financial Officer,
respectively, of the Company. Each of the Executives has been serving in such
capacity for the Company.
The term of Mr. Cheldin's employment agreement is five (5) years and the term of
each of Messrs Gilpatrick's and Aaron's employment agreement is three (3) years.
The employment agreements provide for annual salaries of $297,400, $188,500, and
$197,500 for Mr. Cheldin, Mr. Gilpatrick and Mr. Aaron, respectively. The
annual salary is subject to increase from time to time at the discretion of the
Board of Directors of Company
Each employment agreement provides for a mandatory annual bonus payable on or
before December 31 of each year during the term conditional on the net income of
the Company, before taxes and any deduction for mandatory bonuses payable to any
of the Executives, for the twelve (12) month period ending on the preceding
September 30 being equal to or greater than $4,000,000. The amount of each
mandatory bonus is to be determined by the Board of Directors but, if earned, is
not to be less than 100% of the mandatory bonus, if any, paid to the Executive
during the preceding calendar year.
Each of the employment agreements may be terminated by the Company for "Cause,"
as defined, which includes chronic alcohol or drug addiction by the Executive,
fraud or unlawful appropriation of any money or other assets or properties of
the Company by the Executive, a material breach by the Executive of the terms of
his employment agreement which is not cured within ten (10) days after the
Company has given the Executive written notice describing such material breach,
the conviction of the Executive of any felony involving moral turpitude or any
other serious crime involving moral turpitude, Executive's gross moral turpitude
relevant to his office or employment with the Company and the Executive's
willful engagement in misconduct which is demonstrably and materially injurious
to the Company. The Executive may terminate his employment agreement on account
of a breach of the employment agreement by the Company which is defined as a
material breach by the Company of the terms of the employment agreement which is
not cured within ten (10) days after the Executive has given the Company written
notice describing such material breach. Each of the employment agreements may
also be terminated by the Company without Cause and by the Executive for other
than a breach by the Company by giving thirty days written notice of termination
to the other.
In the case of a termination of an employment agreement by the Company with
Cause or by the Executive for other than a breach of the employment agreement by
the Company, the Executive is only entitled to his accrued but unpaid salary and
vacation earned as of the date of termination. In the case of a termination of
the employment agreement by the Company without Cause or by the Executive on
account of breach of the employment agreement by the Company, the Executive is
entitled to the immediate payment of his salary, without discount or mitigation,
for the remainder of the term of the employment agreement, to the mandatory
bonus computed as provided in the employment agreement payable as and when
provided in the employment agreement for the remainder of the term of the
employment agreement as if such employment agreement had not been terminated and
to his benefits for the remainder of the term of the employment agreement as if
such employment agreement had not been terminated. If the Executive becomes
permanently disabled during the term of his employment agreement, the Company is
entitled to terminate the employment agreement provided that the Company has
provided the Executive with, as required by the agreement, disability insurance
providing for at least seventy (70%) of the full salary that the Executive would
be entitled to under his employment agreement. The employment agreement of each
Executive terminates upon his death.
The foregoing description of the employment agreements is qualified in its
entirety by reference to the employment agreements which are filed as Exhibits
to this Form 8-K and incorporated herein.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
10.1 Employment Agreement effective May 15, 2006, by and between the
Registrant and Cary L. Childin.
10.2 Employment Agreement effective May 15, 2006, by and between the
Registrant and George C. Gilpatrick.
10.3 Employment Agreement effective May 15, 2006, by and between the
Registrant and Lester A. Aaron.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNICO AMERICAN CORPORATION
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(Registrant)
Date: May 31, 2006 By: /s/ Lester A. Aaron
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Name: Lester A. Aaron
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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10.1 Employment Agreement effective May 15, 2006, by and between
the Registrant and Cary L. Childin.
10.2 Employment Agreement effective May 15, 2006, by and between
the Registrant and George C. Gilpatrick.
10.3 Employment Agreement effective May 15, 2006, by and between
the Registrant and Lester A. Aaron.
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