Item 1.01. Entry into a Material Definitive Agreement.
On July 8, 2009 Michael Lamoretti, a Director and executive officer of United
Capital Corp. (the "Company"), exercised options to purchase 60,000 shares of
the Company's Common Stock, $.10 par value (the "Common Stock") at an exercise
price of $7.03125 per share and Michael Weinbaum, also a Director and executive
officer of the Company, exercised options to purchase 60,000 shares of Common
Stock at an exercise price of $7.03125 per share. In addition, on July 9, 2009,
Howard M. Lorber, also a Director of the Company, exercised options to purchase
20,000 shares of Common Stock at an exercise price of $7.03125 per share. On
July 8, 2009, each of Messrs. Lamoretti and Weinbaum sold, respectively, 45,000
and 60,000 of the shares of Common Stock that they acquired upon exercise of the
options to the Company at a purchase price of $19.05 per share, the closing
price of the Company's Common Stock on such date as reported by the NYSE
Amex. On July 9, 2009, Mr. Lorber sold the 20,000 shares that he acquired upon
exercise of his options to the Company at a purchase price of $18.65 per share,
the closing price of the Company's Common Stock on such date as reported by the
NYSE Amex. The shares acquired by the Company were acquired pursuant to the
Company's previously announced stock buy back plan. Upon completion of the
transactions, the Company is authorized to repurchase up to approximately
352,000 shares of Common Stock under its previously announced buy-back plan.
