EXHIBIT 10.1
CONSULTING
AGREEMENT
This Consulting
Agreement (the “Agreement”), effective as of December
7, 2005 is entered into by and between Unico, Incorporated, an
Arizona corporation (herein referred to as the
“Company”), and Michael Margolin, (herein referred to
as the “Consultant”). This agreement supersedes any
prior oral or written agreements between the parties
hereto.
RECITALS
WHEREAS, the Company
desires to engage the Consultant to perform the Consulting Services
(as such term is defined below) pursuant to and in accordance with
the terms of this Agreement;
WHEREAS, the Consultant
wishes to provide the Consulting Services to the Company pursuant
to and in accordance with the terms of this Agreement;
NOW THEREFORE, in
consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
1. Term of
Consultancy . The Company hereby agrees to retain the
Consultant to act in a consulting capacity to the Company, and the
Consultant hereby agrees to provide the Consulting Services to the
Company during the period commencing on the date first above
written and ending on February 11, 2008, unless this Agreement is
earlier terminated by either party hereto.
2. Duties of
Consultant . The Consultant agrees that it will generally
provide the following specified consulting services to the Company
(the “Consulting Services”): consulting services
related to the construction and completion of the Company’s
mill located in Piute County, Utah.
3. Allocation
of Time and Energies . The Consultant hereby promises to
perform the Consulting Services and discharge faithfully the
responsibilities which may be assigned to the Consultant from time
to time by the officers and duly authorized representatives of the
Company pursuant to this Agreement, so long as such activities are
in compliance with applicable laws and regulations. Consultant and
his staff if any, shall diligently and thoroughly provide the
Consulting Services required hereunder. Although no specific
hours-per-day requirement will be required, Consultant and the
Company agree that Consultant will perform his duties hereunder in
a diligent and professional manner.
4.
Remuneration . As full and complete compensation for
services described in this Agreement, the Company shall compensate
the Consultant as follows:
(a) For performance
of the services described above, the Consultant shall be paid the
sum of Sixty Four Thousand Six Hundred Four and 73/100 Dollars
($64,604.73) which shall be paid in the form of shares of the
Company’s common stock, $0.001 par value per share (the
“Shares”), upon the completion of Consultant’s
services. The shares are to be registered on a Form S-8
registration statement. The number of shares that Consultant
shall receive shall be equal to $64,604.73 divided by the closing
price of the Company’s shares of common stock on the day
immediately preceding the filing of the Form S-8 registration
statement. The Company understands and agrees that Consultant has
foregone significant opportunities to accept this engagement, and
that the Company will derive a substantial benefit from the
execution of this Agreement. The Shares therefore, constitute
payment in full for the Consulting Services provided to the Company
pursuant to this Agreement. The Shares are not a prepayment for
future services.
(b) Upon the
Company’s transfer to the Consultant of the Shares, the
Company shall cause to be issued a certificate representing the
Shares. The Company hereby represents and warrants to the
Consulting that the Shares shall have been validly issued, fully
paid and non-assessable and that the issuance and any transfer of
the shares to Consultant shall have been duly authorized by the
Company’s board of directors.
(c) Consultant
acknowledges that the Shares will be registered under the
Securities Act of 1933 on a registration statement on Form S-8 to
be filed with the Securities and Exchange Commission, as the same
may be amended from time to time.
(d) In connection
with the acquisition of Shares hereunder, the Consultant represents
and warran
