USAC US Alliance
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 15, 2021
US ALLIANCE CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
4123 SW Gage Center Drive
Topeka, Kansas 66604
(Address of principal executive offices) (Zip Code)
(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)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)of the Act:
Title of each class
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.1b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(s) of the Exchange Act. ☐
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2021, Jeffrey Brown was appointed as the Vice-President and Chief Financial Officer of US Alliance Corporation (the “Company”) and President and Chief Operating Officer of US Alliance Life and Security Company – Montana, a wholly-owned subsidiary of the Company. Mr. Brown had previously been appointed as the Executive Vice President and Chief Operating Officer of US Alliance Life and Security Company, and President and Chief Operating Officer of Dakota Capital Life Insurance Corporation, both wholly owned subsidiaries of the Company, and was re-appointed to such positions as of March 15, 2021.
In connection with Mr. Brown’s appointment to the foregoing offices, the Company’s Board of Directors (the “Board”) approved an Employment Agreement (the “Employment Agreement”) with Mr. Brown, to be effective as of March 15, 2021, for a term of three years, which may be extended for additional one-year terms upon approval of the Board and Mr. Brown. Pursuant to the terms of the Employment Agreement, Mr. Brown is entitled to receive an annual base salary of $210,000, and is eligible for such additional bonuses as may be granted at the Board’s discretion based on Mr. Brown’s performance and certain corporate events. Mr. Brown is also entitled to participate in all incentive, retirement, profit-sharing, life, medical disability and other benefit plans offered by the Company to similarly situated executives, as well as all fringe benefit programs, including sick leave and personal leave. In addition, the Company will provide a cell phone allowance, pay certain professional dues, and reimburse Mr. Brown for certain business expenses.
Upon termination of the Employment Agreement other than by the Company for “Good Cause” or by Mr. Brown without “Good Reason”, including Mr. Brown’s death, disability or retirement (as those terms are more specifically defined in the Employment Agreement), Mr. Brown is entitled to receive a lump-sum amount equal to his highest full-year W-2 earnings from the previous three years, as well as continued benefits for a period of twelve months. The Employment Agreement also contains confidentiality and one-year non-competition and non-solicitation restrictive covenants.
The foregoing description is qualified in its entirety by reference to the form of Employment Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by this reference
ITEM 9.01. EXHIBITS.
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.
US ALLIANCE CORPORATION
March 18, 2021
/s/ Jack H. Brier
Jack H. Brier
President and Chairman