nhld20140926

0001437749-14-017582.txt : 20140929 0001437749-14-017582.hdr.sgml : 20140929 20140929163351 ACCESSION NUMBER: 0001437749-14-017582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20140923 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140929 DATE AS OF CHANGE: 20140929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOLDINGS CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12629 FILM NUMBER: 141127293 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-417-8000 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP DATE OF NAME CHANGE: 19960927 8-K 1 nhld20140926_8k.htm FORM 8-K nhld20140926_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 23, 2014

National Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-12629	36-4128138
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

410 Park Avenue, 14^th Floor, New York, NY	10271
(Address of Principal Executive Offices)	(Zip Code)

(212) 417-8000

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(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:

☐ 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 23, 2014, National Holdings Corporation (the “Company”) and Mark D. Klein entered into a second amendment (the “Second Amendment”) to Mr. Klein’s Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 7, 2013, as amended (collectively, the “Employment Agreement”). Pursuant to the Second Amendment, among other things,

●

The term of Mr. Klein’s employment will expire at the close of business on December 31, 2014 instead of September 30, 2015 (the “Term”).

●

During the remainder of the Term, Mr. Klein agreed that the executive committee of the Board of Directors of the Company will be comprised of Mr. Klein, Robert B. Fagenson and Mark Goldwasser.

●

The Term and Mr. Klein’s employment under the Employment Agreement may only be terminated prior to its scheduled expiration as follows: (i) by the Company without “Cause” (as defined in the Agreement), (ii) by the Company for “Cause,” (iii) by the Company due to “Disability” (as defined in the Agreement), (iv) by Mr. Klein for any or no reason, or (v) due to Mr. Klein’s death. In the event of any termination of Mr. Klein’s employment, including the expiration of the Term on December 31, 2014, Mr. Klein will receive only the Accrued Obligations (as defined in the Employment Agreement) (including, without limitation, the indemnity and insurance rights set forth in the section of the Employment Agreement entitled “Insurance/Indemnity”) and the rights regarding the Sign On Grant (as defined in the Employment Agreement).

●

The option term of the fully vested, nonforfeitable, nonqualified stock options to purchase 5,700,000 shares of common stock of the Company granted to Mr. Klein on June 7, 2013 will expire on September 30, 2020 and the Sign On Grant will be exercisable at any time during the option term; provided, that the option term will expire on the three year anniversary of any termination of Mr. Klein’s employment that is (i) a termination by the Company for Cause, (ii) a termination by Mr. Klein for any or no reason, and (iii) a termination due to expiration of the Term on December 31, 2014.

●

The definition of Cause under the Employment Agreement was amended to provide only for the conviction of Mr. Klein or plea of guilty or nolo contendere in each case prior to December 31, 2014 to a felony or other crime involving moral turpitude carrying mandatory jail time of more than twelve (12) months.

●

The definition of Good Reason under the Employment Agreement was amended to provide that it shall have no operative effect under the Employment Agreement. For purposes of the Employment Agreement and Mr. Klein’s Nonqualified Stock Option and Dividend Equivalent Agreement, Mr. Klein cannot terminate for “Good Reason” under any circumstances.

●

Mr. Klein will not be eligible for Severance Benefits (as defined in the Employment Agreement).

●

The Company and Mr. Klein entered into a Mutual Release, dated September 23, 2014 (the “Release”) relating claims as of September 23, 2014.

●

The Company and Mr. Klein agreed to execute a supplemental general, mutual release of claims on January 2, 2015, or within three business days thereafter, covering the period following the date of the Second Amendment until the execution of the release, and attached to the Second Amendment as Exhibit B.

●

Mr. Klein agreed not to stand for re-election as a member of the Board of Directors of the Company at its next annual meeting of shareholders; provided, however, that Mr. Klein agreed to resign as a director of the Company on the earlier of (i) March 31, 2015, or (ii) immediately prior to the date of the next annual meeting of shareholders.

Robert Fagenson, the Company’s current Co-Executive Chairman, will assume the position of Chief Executive Officer on January 1, 2015. The information required by Item 401(b), (d) and (e) and Item 404(a) of Regulation S-K and Item 5.02(c)(3) of Form 8-K is disclosed in and incorporated herein by reference from the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 1, 2014.

The summaries of each of the Employment Agreement (including the first amendment thereto), the Second Amendment and the Release are qualified in their entirety by reference to the full text of the Employment Agreement (including the first amendment thereto), the Second Amendment and the Release, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. A copy of the Nonqualified Stock Option and Dividend Equivalent Agreement, dated as of July 29, 2013, relating to the fully vested, nonforfeitable, nonqualified stock options to purchase 5,700,000 shares of common stock of the Company granted to Mr. Klein (which is referred to in the Employment Agreement) is attached as Exhibit 10.5 to this Current Report on Form 8-K, and is incorporated herein by reference. A copy of the press release issued by the Company in connection with the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

10.1

Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 7, 2013, between National Holdings Corporation and Mark D. Klein (incorporated by reference from Exhibit 10.1 to National Holdings Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2013).

10.2

Amendment to Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 6, 2014, between National Holdings Corporation and Mark D. Klein (incorporated by reference from Exhibit 10.1 to National Holdings Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2014).

10.3

Second Amendment to Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated September 23, 2014, between National Holdings Corporation and Mark D. Klein.

10.4

Release, dated September 23, 2014, between National Holdings Corporation and Mark D. Klein.

10.5

Nonqualified Stock Option and Dividend Equivalent Agreement, dated as of July 29, 2013, between National Holdings Corporation and Mark D. Klein.

99.1

Press release issued by National Holdings Corporation on September 24, 2014.

SIGNATURE

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.

	National Holdings Corporation
	(Registrant)


Date: September 29, 2014	By:	/s/	Robert B. Fagenson
			Robert B. Fagenson
			Co-Executive Chairman

EXHIBIT INDEX

Exhibit No.	Description

10.1	Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 7, 2013, between National Holdings Corporation and Mark D. Klein (incorporated by reference from Exhibit 10.1 to National Holdings Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2013).

10.2

10.3	Second Amendment to Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated September 23, 2014, between National Holdings Corporation and Mark D. Klein.

10.4	Release, dated September 23, 2014, between National Holdings Corporation and Mark D. Klein.

10.5	Nonqualified Stock Option and Dividend Equivalent Agreement, dated as of July 29, 2013 between National Holdings Corporation and Mark D. Klein.

99.1	Press release issued by National Holdings Corporation on September 24, 2014.

EX-10 2 ex10-3.htm EXHIBIT 10.3 ex10-3.htm

Exhibit 10.3

SECOND AMENDMENT TO CO-EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION PLAN

This Second Amendment (this “Amendment”) to the Co-Executive Chairman and Chief Executive Officer Compensation Plan between National Holdings Corporation, a Delaware corporation (the “Company”) and Mark D. Klein (the “Executive”) dated June 7, 2013, including the annexes thereto, and as amended on June 6, 2014 (the “Agreement”), is entered into and effective on the 23^rd day of September, 2014.

W I T N E S S E T H:

WHEREAS, the Executive is employed by the Company pursuant to the terms of the Agreement; and

WHEREAS, Section 19 of Annex D of the Agreement allows the Agreement to be modified by written instrument signed by both the Company and the Executive; and

WHEREAS, the Board of Directors of the Company and the Executive desire to amend the term of the Agreement so that Executive will remain in the employ of the Company from the date of this Amendment until and including December 31, 2014 (the “Termination Date”); and

WHEREAS, the parties have mutually agreed that the term of their employment relationship will expire as of the close of business on the Termination Date; and

WHEREAS, the parties desire to amend the Agreement to clarify the rights and obligations of both parties in their continued employment relationship and upon the subsequent termination thereof, effective as of the Termination Date; and

WHEREAS, the parties wish to execute general releases of claims that (i) the Company (on behalf of itself and affiliates and related parties) (collectively, the “Company Parties”) has against Executive, and (ii) the Executive has against such Company Parties.

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. The first paragraph of the Agreement is hereby amended by (i) substituting “December 31, 2014” for “September 30, 2015” as the end date for the Term and (ii) substituting “Annexes A through and including D” for “Annexes A through and including E.”

2. The section of the Agreement entitled “Executive Committee” is hereby amended by deleting the second sentence and inserting in lieu thereof, the following:

The only other Members of such Executive Committee shall be Robert F. Fagenson and Mark Goldwasser. For purposes of clarity, the appointment of the aforementioned two Executives to indefinitely serve as members of the Executive Committee shall not be considered a material breach of any provisions of this Agreement. To the extent the Executive at any time becomes the sole member of the Executive Committee, the Executive Committee shall be automatically terminated and the Executive shall report directly to the Board.

3. The section of the Agreement entitled “Termination of the Term” is hereby amended by deleting the first three paragraphs and inserting in lieu thereof, the following:

The Term and Executive’s employment hereunder may only be terminated prior to its scheduled expiration as follows: (i) by the Company without “Cause,” (ii) by the Company for “Cause,” (iii) by the Company due to “Disability,” (iv) by the Executive for any or no reason, or (v) due to the Executive’s death.

In the event of any termination of the Executive’s employment, including the expiration of the Term on December 31, 2014 (which shall be deemed a termination for all purposes and, for purposes of Executive’s Nonqualified Stock Option and Dividend Equivalent Agreement, such termination due to expiration of the Term will be a termination without Good Reason), the Executive will receive only the Accrued Obligations (including, without limitation, the indemnity and insurance rights set forth in the section of the Agreement entitled “Insurance/Indemnity,”) and the rights regarding the Sign On Grant.

4. Annex C of the Agreement is hereby amended by deleting the fifth bullet point in its entirety and inserting in lieu thereof, the following:

●

The option term will expire on September 30, 2020 and the Sign On Grant will be exercisable at any time during the option term; provided, that the option term will expire on the three year anniversary of any termination of Executive’s employment that is (i) a termination by the Company for Cause, (ii) a termination by the Executive for any or no reason, and (iii) a termination due to expiration of the Term on December 31, 2014.

5. Annex D of the Agreement is hereby amended by deleting Section 1.c. in its entirety and inserting in lieu thereof, the following:

c. “Cause” shall mean, with respect to the Executive, the conviction of or plea of guilty or nolo contendere in each case prior to December 31, 2014 to a felony or other crime involving moral turpitude carrying mandatory jail time of more than twelve (12) months. Any termination by the Board for grounds purporting to constitute Cause shall be described in written notice from the Board to the Executive. Such notice shall describe in detail the acts purporting to constitute Cause.

6. Annex D of the Agreement is hereby amended by deleting Section 1.k. in its entirety and inserting in lieu thereof, the following:

k. “Good Reason” shall have no operative effect under this Agreement. For purposes of this Agreement and the Executive’s Nonqualified Stock Option and Dividend Equivalent Agreement, the Executive cannot terminate for “Good Reason” under any circumstances.

7. Annex D of the Agreement is hereby amended by deleting Section 1.n. in its entirety and inserting in lieu thereof, the following:

n. [Reserved].

8. A new paragraph is hereby added to Section 9 of Annex D of the Agreement, which reads as follows:

All references to (A) “current,” “then current,” or “currently” shall mean, and (B) notwithstanding anything to the contrary in this Annex D, the “Group” shall be conclusively determined, as of the date of termination of Executive’s employment. In no event will Executive be in breach of Section 9b of this Annex D for any action or omission taken by any person or entity with which Executive is affiliated (including, without limitation, any Other Businesses or any other entity that engages Executive to perform services) if Executive had no actual knowledge of such act or omission.

9. The Agreement is hereby amended by deleting Annex E in its entirety.

10. The parties hereby agree to mutually prepare a press release satisfactory to both parties regarding the Amendment and expiration of the Term.

11. As a condition to this Amendment, the parties hereby expressly agree to execute the Release set forth on Exhibit A.

12. As a further condition to this Amendment, the parties hereby expressly agree to execute the Supplemental Release set forth on Exhibit B hereto on January 2, 2015 or within three (3) business days thereafter (covering any period following the date of this Amendment).

13. Executive will not stand for re-election as a member of the Board of Directors of the Company at its next annual meeting of shareholders; provided, however, that Executive hereby agrees to resign as a director of the Company on the earlier of (i) March 31, 2015, or (ii) immediately prior to the date of the next annual meeting of shareholders.

14. Except as specifically amended hereby, the Agreement shall remain in full force and effect.

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date(s) set forth below.

	NATIONAL HOLDINGS CORPORATION

	/s/ Robert B. Fagenson
	By: Robert B. Fagenson
	Its: Co-Executive Chairman
	Date: September 23, 2014


	EXECUTIVE

	/s/ Mark D. Klein
	Mark D. Klein
	Date: September 23, 2014

EXHIBIT A

RELEASE

MARK D. KLEIN (the “Executive”), on behalf of myself and my heirs, successors and assigns, in consideration of the performance by National Holdings Corporation, a Delaware corporation (together with its Subsidiaries, the “Company”), of its obligations under the Employment Agreement, dated June 7, 2013, including the annexes thereto, and as amended on June 6, 2014 and again on September 23, 2014 (such latter amendment the “Amendment”, and collectively as amended the “Agreement”), AND THE UNDERSIGNED ON BEHALF OF THE RELEASED PARTIES (as defined below) do hereby under this “General Release” release and forever discharge as of the date hereof the other (the Company, its affiliates, each such Person’s respective successors and assigns and each of the foregoing Persons’ respective present and former directors, officers, partners, stockholders, members, managers, agents, representatives, employees and affiliates (and each such Person’s respective successors and assigns) collectively, the “Released Parties”). Capitalized terms not herein defined shall have the meanings ascribed them in the Executive’s Agreement. References herein to “I” shall mean “Executive,” and each of the Executive, and the Company (on its behalf and on behalf of the Released Parties) shall be a “Party” to this General Release and collectively referred to as the “Parties.”

1. For fair and adequate consideration, the sufficiency of which is hereby expressly acknowledged by the Parties, I knowingly and voluntarily release and forever discharge the Company and the other Released Parties from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this General Release), whether under the laws of the United States or another jurisdiction and whether known or unknown, suspected or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, have or may have, which arise out of or are connected with my employment with, or my separation from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”); provided, however, that nothing contained in this General Release shall apply to or release any of the Released Parties from, (i) any obligation of the Company contained in the Agreement to be performed after the date hereof or any consideration that serves as the basis for this General Release (including, without limitation, the Released Parties’ promises and releases hereunder and the satisfaction of the Accrued Obligations), (ii) any vested or accrued benefits pursuant to any employee benefit plan, program or policy of the Company (including, without limitation, the Sign On Grant), (iii) any rights to indemnification, contribution, D&O or E&O insurance (including, without limitation, those rights under the Agreement), (iv) any rights in respect of any equity awards or other equity or securities in any of the Released Parties or their affiliates, or (v) any rights in respect of the Other Businesses. Nothing herein shall release Executive’s ability to enforce this General Release.

3. The Parties represent that they have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by this General Release.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release.

5. In signing this General Release, the Parties acknowledge and intend that it shall be effective as a bar to each and every one of the Claims or Company Claims hereinabove released. The Parties expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims or Company Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims or Company Claims), if any, as well as those relating to any other Claims or Company Claims hereinabove mentioned or implied. The Parties acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Parties would not have agreed to the terms of the Amendment. The Parties covenant that they shall not directly or indirectly, commence, maintain or prosecute or sue any of the parties released hereunder either affirmatively or by way of cross-complaint, indemnity claim, defense or counterclaim or in any other manner or at all on any Claim or Company Claim covered by this General Release. The Parties further agree that in the event such Party should bring a Claim or Company Claim seeking damages against the other, or in the event a Party should seek to recover against the other in any Claim or Company Claim brought by a governmental agency on the other’s behalf, this General Release shall serve as a complete defense to such Claims or Company Claims. The Parties further agree that they are not aware of any pending charge or complaint of the type described in paragraphs 1 or 2 as of the execution of this General Release.

6. Both Parties agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the other, any Released Party or Executive of any improper or unlawful conduct.

7. Except as required by applicable law, the Parties agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel the Parties have consulted regarding the meaning or effect hereof or as required by law, and the Parties will instruct each of the foregoing not to disclose the same to anyone.

8. Any non-disclosure provision in this General Release does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, FINRA or any other self-regulatory organization or governmental entity.

9. Without limitation of any provision of the Agreement, the Parties hereby expressly re-affirm their obligations under the Plan.

10. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

“Affiliate” means, with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity.

BY SIGNING THIS GENERAL RELEASE, THE PARTIES REPRESENT AND AGREE THAT:

(a) THE PARTIES HAVE READ IT CAREFULLY;

(b) THE PARTIES UNDERSTAND ALL OF ITS TERMS AND KNOW THAT THE PARTIES ARE GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

(d) THE PARTIES HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY (VIA THE AGREEMENT AND THIS RELEASE) BEFORE EXECUTING IT AND THE PARTIES HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

(e) I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON SEPTEMBER 23, 2014, TO CONSIDER IT AND THE CHANGES MADE SINCE SUCH DATE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

(f) I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EIGHTH DAY FOLLOWING EXECUTION OF THE AGREEMENT;

(g) THE PARTIES HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE SUCH PARTY WITH RESPECT TO IT; AND

(h) THE PARTIES AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BOTH PARTIES.

(j) THIS RELEASE SHALL REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE COMPANY IS IN COMPLIANCE WITH ITS OBLIGATIONS UNDER THE AGREEMENT (AND THE NONQUALIFIED STOCK OPTION AND DIVIDEND EQUIVALENT AGREEMENT) AND EXECUTIVE CONTINUING TO ABIDE BY THE POST-TERMINATION OBLIGATIONS AND COVENANTS CONTAINED IN THE AGREEMENT.

DATE: September 23, 2014

COMPANY:

NATIONAL HOLDINGS CORPORATION

By:
Name: Robert B. Fagenson
Title: Co-Executive Chairman

EXECUTIVE:


MARK D. KLEIN

EXHIBIT B

SUPPLEMENTAL RELEASE

MARK D. KLEIN (the “Executive”), on behalf of myself and my heirs, successors and assigns, in consideration of the performance by National Holdings Corporation, a Delaware corporation (together with its Subsidiaries, the “Company”), of its obligations under the Employment Agreement, dated June 7, 2013, including the annexes thereto, and as amended on June 6, 2014 and again on September 23, 2014 (such latter amendment the “Amendment”, and collectively as amended the “Agreement”), AND THE UNDERSIGNED ON BEHALF OF THE RELEASED PARTIES (as defined below) do hereby under this “Supplemental Release” release and forever discharge as of the date hereof the other (the Company, its affiliates, each such Person’s respective successors and assigns and each of the foregoing Persons’ respective present and former directors, officers, partners, stockholders, members, managers, agents, representatives, employees and affiliates (and each such Person’s respective successors and assigns) collectively, the “Released Parties”). Capitalized terms not herein defined shall have the meanings ascribed them in the Executive’s Agreement. References herein to “I” shall mean “Executive,” and each of the Executive, and the Company (on its behalf and on behalf of the Released Parties) shall be a “Party” to this Supplemental Release and collectively referred to as the “Parties.”

1. For fair and adequate consideration, the sufficiency of which is hereby expressly acknowledged by the Parties, I knowingly and voluntarily release and forever discharge the Company and the other Released Parties from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this Supplemental Release), whether under the laws of the United States or another jurisdiction and whether known or unknown, suspected or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, have or may have, which arise out of or are connected with my employment with, or my separation from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) from September 23, 2014 through and including the date of execution of this Supplemental Release (such period the “Transition Period”) (all of the foregoing collectively referred to herein as the “Claims”); provided, however, that nothing contained in this Supplemental Release shall apply to or release any of the Released Parties from, (i) any obligation of the Company contained in the Agreement to be performed after the date hereof or any consideration that serves as the basis for this Supplemental Release (including, without limitation, the Released Parties’ promises and releases hereunder and the satisfaction of the Accrued Obligations), (ii) any vested or accrued benefits pursuant to any employee benefit plan, program or policy of the Company (including, without limitation, the Sign On Grant), (iii) any rights to indemnification, contribution, D&O or E&O insurance (including, without limitation, those rights under the Agreement), (iv) any rights in respect of any equity awards or other equity or securities in any of the Released Parties or their affiliates, or (v) any rights in respect of the Other Businesses. Nothing herein shall release Executive’s ability to enforce this Supplemental Release.

2. For fair and adequate consideration, the sufficiency of which is hereby expressly acknowledged by the Parties, the Company on behalf of itself and any of the Released Parties, knowingly and voluntarily releases, acquits and forever discharges Executive and his heirs of and from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, bonuses, controversies, agreements, liabilities, promises, claims, obligations, costs, losses, damages and demands of whatever character, in law or in equity during, arising out of or connected to the Transition Period (all of the foregoing collectively referred to herein as the “Company Claims”); provided, however, that nothing contained in this Exhibit B shall apply to or release the Executive from any (i) willful acts of the Executive of fraud or embezzlement against the Company or its Affiliates occurring during the Transition Period, or (ii) any willful breach by the Executive of any material policy of the Company or its Affiliates (as such polic(ies) are in effect on September 23, 2014) to which the Executive is subject that occurs during the Transition Period and which results or could reasonably be expected to result in material harm to the Company or its Affiliates. For purposes of this paragraph, no act on the part of the Executive shall be considered “willful” unless it is done by the Executive in bad faith and without the reasonable belief that the Executive’s action was in the best interests of the Company or its Affiliates, and any act that is based upon authority given pursuant to an action or resolution of the Company’s Board of Directors, or the opinion of counsel for the Company, shall be conclusively presumed to be done by the Executive in good faith (and thus not in bad faith) and in the best interests of the Company.

3. The Parties represent that they have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by this General Release.

4. I agree that this Supplemental Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this Supplemental Release.

5. In signing this Supplemental Release, the Parties acknowledge and intend that it shall be effective as a bar to each and every one of the Claims or Company Claims hereinabove released. The Parties expressly consent that this Supplemental Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims or Company Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims or Company Claims), if any, as well as those relating to any other Claims or Company Claims hereinabove mentioned or implied. The Parties acknowledge and agree that this waiver is an essential and material term of this Supplemental Release and that without such waiver the Parties would not have agreed to the terms of the Amendment. The Parties covenant that they shall not directly or indirectly, commence, maintain or prosecute or sue any of the parties released hereunder either affirmatively or by way of cross-complaint, indemnity claim, defense or counterclaim or in any other manner or at all on any Claim or Company Claim covered by this Supplemental Release. The Parties further agree that in the event such Party should bring a Claim or Company Claim seeking damages against the other, or in the event a Party should seek to recover against the other in any Claim or Company Claim brought by a governmental agency on the other’s behalf, this Supplemental Release shall serve as a complete defense to such Claims or Company Claims. The Parties further agree that they are not aware of any pending charge or complaint of the type described in paragraphs 1 or 2 as of the execution of this Supplemental Release.

6. Both Parties agree that neither this Supplemental Release, nor the furnishing of the consideration for this Supplemental Release, shall be deemed or construed at any time to be an admission by the other, any Released Party or Executive of any improper or unlawful conduct.

7. Except as required by applicable law, the Parties agree that this Supplemental Release is confidential and agree not to disclose any information regarding the terms of this Supplemental Release, except to my immediate family and any tax, legal or other counsel the Parties have consulted regarding the meaning or effect hereof or as required by law, and the Parties will instruct each of the foregoing not to disclose the same to anyone.

8. Any non-disclosure provision in this Supplemental Release does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about this Supplemental Release or its underlying facts and circumstances by the Securities and Exchange Commission, FINRA or any other self-regulatory organization or governmental entity.

9. Without limitation of any provision of the Agreement, the Parties hereby expressly re-affirm their obligations under the Plan.

10. Whenever possible, each provision of this Supplemental Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Supplemental Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Supplemental Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

“Affiliate” means, with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person.

BY SIGNING THIS SUPPLEMENTAL RELEASE, THE PARTIES REPRESENT AND AGREE THAT:

(a) THE PARTIES HAVE READ IT CAREFULLY;

(g) THE PARTIES HAVE SIGNED THIS SUPPLEMENTAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE SUCH PARTY WITH RESPECT TO IT; AND

(h) THE PARTIES AGREE THAT THE PROVISIONS OF THIS SUPPLEMENTAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BOTH PARTIES.

(j) THIS SUPPLEMENTAL RELEASE SHALL REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE COMPANY IS IN COMPLIANCE WITH ITS OBLIGATIONS UNDER THE AGREEMENT (AND THE NONQUALIFIED STOCK OPTION AND DIVIDEND EQUIVALENT AGREEMENT) AND EXECUTIVE CONTINUING TO ABIDE BY THE POST-TERMINATION OBLIGATIONS AND COVENANTS CONTAINED IN THE AGREEMENT.

DATE:___________, ____

COMPANY:

NATIONAL HOLDINGS CORPORATION

By:

Name:

Title:

EXECUTIVE:

MARK D. KLEIN

EX-10 3 ex10-4.htm EXHIBIT 10.4 ex10-4.htm

Exhibit 10.4

RELEASE

3. The Parties represent that they have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by this General Release.

9. Without limitation of any provision of the Agreement, the Parties hereby expressly re-affirm their obligations under the Plan.

“Affiliate” means, with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person.

BY SIGNING THIS GENERAL RELEASE, THE PARTIES REPRESENT AND AGREE THAT:

(a) THE PARTIES HAVE READ IT CAREFULLY;

(g) THE PARTIES HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE SUCH PARTY WITH RESPECT TO IT; AND

DATE: September 23, 2014

COMPANY:

NATIONAL HOLDINGS CORPORATION

By:

/s/ Robert B. Fagenson

Name: Robert B. Fagenson

Title: Co-Executive Chairman

EXECUTIVE:

/s/ Mark D. Klein

MARK D. KLEIN

EX-10 4 ex10-5.htm EXHIBIT 10.5 ex10-5.htm

Exhibit 10.5

NATIONAL HOLDINGS CORPORATION
2013 OMNIBUS INCENTIVE PLAN

Nonqualified Stock Option and Dividend Equivalent Agreement

No, of shares subject to

Nonqualified Stock Option: 5,700,000

THIS NONQUALIFIED STOCK OPTION AND DIVIDEND EQUIVALENT AGREEMENT (this "Agreement") dated as of the 29^th day of July, 2013, between National Holdings Corporation, a Delaware corporation (the "Company"), and Mark D. Klein (the "Participant"), is made pursuant and subject to the provisions of the Company's 2013 Omnibus Incentive Plan (the "Plan"), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan, except as provided in this Agreement.

1, Grant of Awards, Pursuant to the Plan, the Company, on 29^th July, 2013 (the "Date of Grant"), granted to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein, the Option described in Section 1(a) below (the "Option") and the Dividend Equivalents described in Section 1(b) below (the "Dividend Equivalents", collectively with the Option, the 'Awards"):

(a) Grant of Option. The Option gives the Participant the right and option to purchase from the Company all or any part of an aggregate of 5,700,000 shares of the Common Stock of the Company, at the exercise price of (a) $0.50 per share with respect to 1,900,000 of such shares ("Tranche A"), (b) $0,70 with respect to 1,900,000 of such shares ("Tranche B"), and (c) $0.90 with respect to 1,900,000 of such shares ("Tranche C") (with each such exercise price being not less than the Fair Market Value of a share of Common Stock on the Date of Grant). This Option is intended to be treated as a nonqualified stock option, which is not subject to Code Section 421. This Option is exercisable as hereinafter provided.

(b) Grant of Dividend Equivalents, The Dividend Equivalent gives the Participant the right to share in ordinary cash dividends declared on shares of Common Stock subject to any unexercised portion of the Option for which adjustments are not permissible under Section 8 below, subject to the terms and conditions set forth herein.

2, Terms and Conditions. The Awards are subject to the following terms and conditions:

(a) Expiration Date. The Awards shall expire at 11;59 p.m. on September 30, 2020 (the "Expiration Date") or, if earlier, the time set forth in Section 3. No Option may be exercised after the Option expires and the Participant shall have no rights to Dividend Equivalents with respect to any dividends declared on any unexercised portion of the Option on or after the date the Option expires.

(b) Vesting of Awards. The Option shall be one-hundred percent (100%) vested and exercisable on the Date of Grant. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. The right to Dividend Equivalents shall be one-hundred percent (100%) vested on the Date of Grant.

(c) Method of Option Exercise and Payment for Shares. The Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, to the attention of the Company's Secretary at the Company's address specified in Section 9 below. The exercise date shall be the date of delivery. The Participant shall pay the Option price (i) in cash or cash equivalent acceptable to the Committee, (ii) by surrendering shares of Common Stock the Participant already owns, (iii) by a cashless exercise through a broker, (iv) by means of a "net settlement" procedure, (v) by such other medium of payment as the Committee shall authorize or (vi) by any combination of the allowable methods of payment set forth herein. Additionally, the Participant shall pay all applicable tax withholdings in cash or cash equivalent acceptable to the Committee.

(d) Payment of Dividend Equivalents. Amounts accrued in respect of the Dividend Equivalents, if any, shall be paid in a lump sum in cash on September 30, 2020 or such earlier time as may be permitted under Code Section 409A (including, without limitation, under Treasury Regulation Section 1.409A-3(j)(4)(ix), which shall not require the consent of the Participant); provided, that amounts accrued in respect of any Dividend Equivalents as of the date of a Change in Control (that qualifies for a 409A Award) prior to September 30, 2020 will be paid on the date of such Change in Control and such Change in Control shall not, in and of itself, result in the cessation of further accruals in respect of the Dividend Equivalents (for the avoidance of doubt, any further accruals shall be paid on September 30, 2020).

(e) Assumption on a Change in Control. Notwithstanding any term of the Plan to the contrary (including, without limitation, Section 14.05), in no event may the Awards be cancelled, terminated or cashed out, without the Participant's express prior written consent in connection with any merger, stock sale, asset sale or similar transaction (including without limitation any Change in Control), and the Company shall provide and arrange for any successor to the Company or such other applicable party to such Change in Control or other transaction (or its parent or subsidiary, as the case may be) to assume the Awards (or substitute a replacement award on equal terms for the Awards). The foregoing shall not affect the termination of the Option by its terms under Section 2 or Section 3 of this Agreement, nor shall it affect the ability of the Company to adjust the Awards under Article XVI of the Plan or to terminate and liquidate the Plan with respect to Dividend Equivalents after the Option has been exercised in full or expired pursuant to its terms to the extent such termination and liquidation is otherwise permissible under Treasury Regulation Section 1.409A-3(j)(4)(ix), all of which may occur without the Participant's written consent.

(i) Transferability. The Awards may be transferred to immediate family members or trusts

or other entities on behalf of the Participant and/or immediate family members. Any such transfer will be permitted only if (a) the Participant does not receive any consideration for the transfer and (b) the Committee expressly approves the transfer which approval shall not be unreasonably withheld or delayed. The holder of an Award transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer an Award except by will or the laws of descent and distribution. No right or interest of the Participant or any transferee in an Award shall be liable for, or subject to, any lien, obligation or liability of the Participant or any transferee.

3. Exercise in the Event of Termination for Cause or Without Good Reason. In the event the Participant's employment or service with the Company and/or its Affiliates is terminated by the Company for "Cause (as defined in the Co-Executive Chairman and Chief Executive Officer Compensation Plan, dated June 20, 2013 (the "Compensation Plan")) or by the Participant other than for "Good Reason" (as defined in the Compensation Plan), this Option shall remain exercisable for all or part of the number of shares of Common Stock subject to the Option, reduced by the number of shares for which the Participant previously exercised the Option, and the Dividend Equivalents shall survive, only until the earlier of (a) the third anniversary of the termination date or (b) the Expiration Date and the Awards shall thereafter expire. Section 19.11 of the Plan shall not apply with respect to the Awards. Notwithstanding the lapse of any Dividend Equivalents on such date, the obligation to pay any amounts accrued in respect of the Dividend Equivalents as of such date shall survive and be paid in accordance with the terms of this Agreement.

4. Exercise in the Event of Other Termination or Death. In the event the Participant's employment or service with the Company and/or its Affiliates is terminated by the Company without "Cause" (as defined in the Compensation Plan), by the Company due to "Disability" (as defined in the Compensation Plan), by the Participant for "Good Reason" (as defined in the Compensation Plan) or as a result of the Participant's death, this Option shall remain exercisable for all or part of the number of shares of Common Stock subject to the Option, reduced by the number of shares for which the Participant previously exercised the Option, and the Dividend Equivalents shall survive, only until the Expiration Date and the Awards shall thereafter expire. Notwithstanding the lapse of any Dividend Equivalents on such date, the obligation to pay any amounts accrued in respect of the Dividend Equivalents as of such date shall survive and be paid in accordance with the terms of this Agreement.

5. Agreement to Terms of the Plan and Agreement. The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions except as modified herein.

6. Tax Consequences. The Participant acknowledges (i) that there may be adverse tax consequences upon acquisition or disposition of the shares of Common Stock received upon exercise of this Option or upon receipt of the Dividend Equivalents or payments thereof and (ii) that Participant should consult a tax adviser prior to such acquisition or disposition of the shares of Common Stock. The Participant is solely responsible for determining the tax consequences of the Awards and for satisfying the Participant's tax obligations with respect to the Awards.'

7. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle the Participant to a fractional share such fractional share shall be disregarded.

8. Adjustments; Change in Capital Structure. The terms of this Option shall be adjusted, if at all, in accordance with the terms and conditions of the Plan as the Committee determines is equitably required in the event the Company effects one or more extraordinary dividends, stock dividends, stock splits, subdivisions or consolidations of shares or other similar changes in capitalization (which adjustment shall be no less favorable than any other holder of options of the Company). Additionally, the exercise price per share in each of the Tranches shall be adjusted for any ordinary dividends declared on each share of Common Stock subject to the Tranche; provided, however, that any such adjustment shall be limited so that the exercise price per share does not fall below the greater of (i) the Fair Market Value of the Common Stock on the Date of Grant or (ii) the Fair Market Value of the Common Stock on the date the dividend is declared (or, if later, the date of adjustment in respect of such dividend). For purposes of this Section, adjustments shall be allocated on a per share basis.

9. Notice. Any notice or other communication given pursuant to this Agreement, or in any way with respect to the Awards hereunder, shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

National Holdings Corporation

120 Broadway, 27th Floor

New York, NY 10271

Attention:

If to the Participant:

Mark D. Klein

590 Madison Avenue

New York, NY 1

10. Shareholder Rights. The Participant shall not have any rights as a shareholder with respect to shares of Common Stock subject to this Option until the issuance of the shares of the Common Stock upon exercise of the Option. Notwithstanding the foregoing, the Participant shall have the right to Dividend Equivalents, as set forth herein.

11. No Right to Continued Employment or Service. Neither the Plan, the granting of the Awards nor any other action taken pursuant to the Plan or the Awards constitutes or is evidence of any agreement or understanding, expressed or implied, that the Company or any Affiliate shall retain the Participant as an employee or other service provider for any period of time or at any particular rate of compensation.

12. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

13. Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Agreement shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof

14. Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument.

15. Miscellaneous. The Company agrees to file with the SEC as soon as reasonably practicable following the Date of Grant, a Form S-1 or Form S-8 registration statement covering the shares of Common Stock subject to the Option. The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of the Plan and this Agreement. This Agreement and the Plan shall constitute the entire agreement of the parties with respect to the subject matter hereof,

16, Section 409A, Notwithstanding any of the provisions of this Agreement, the parties intend that

the Option be exempt from Code Section 409A and the Dividend Equivalents comply with Code Section 409A. Each payment, amount or benefit payable hereunder that is subject to Code Section 409A shall be treated as a separate payment in a series of separate payments for all purposes under Code Section 409A. Notwithstanding the preceding, neither the Company nor any Affiliate shall be liable to the Participant or any other person if the Internal Revenue Service or any court or other authority have any jurisdiction over such matter determines for any reason that an Award is subject to taxes, penalties or interest as a result of failing to be exempt from, or comply with, Code Section 409A (other than resulting from the gross negligence or willful misconduct of the Company, Affiliate or person after the date first referenced above).

17. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law applies.

18. Other Terms. In no event will the Participant be required to enter into any agreement referenced in Section 19.10, and in no event will the Participant be subject to any Clawback Requirement. The rights of the Committee under Article XVIII of the Plan shall only be exercised by the Committee lithe Committee and the Participant agree in good faith (i) that there exists a "parachute payment" (as defined under Code Section 280G(b)(2)) and (ii) that there exists a Reduced Amount and its amount. Nothing in the preceding sentence or in Article XVIII shall preclude the Participant from contesting any taxes under Code Section 4999 of the Code.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and the Participant has affixed his signature hereto.

COMPANY:

	NATIONAL HOLDINGS CORPORATION


	By:	/s/ Robert B. Fagenson
	Name:	Robert B. Fagenson
	Title:	Co-Executive Chairman

	PARTICIPANT:
	/s/	Mark D. Klein
	Mark D. Klein

EX-99 5 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

NATIONAL HOLDINGS ANNOUNCES RESIGNATION OF CHIEF EXECUTIVE OFFICER AND CO-EXECUTIVE CHAIRMAN

Company Remains on Track to List on National Stock Exchange

NEW YORK, September 24, 2014 – National Holdings Corporation (OTC BB: NHLD) (”National Holdings” or the “Company”), a full-service investment banking and asset management firm, today announced that Mark D. Klein, the Company’s Chief Executive Officer and Co-Executive Chairman, will step down following the successful completion of a defined set of goals outlined by the Company’s Board of Directors. These goals include: returning National Holdings to record levels of revenue, earnings and profitability; reducing expenses; and growing the Company through organic and M&A opportunities. National Holdings is also in the process of seeking a listing on a national stock exchange that is expected to occur during the calendar fourth quarter.

Mr. Klein will remain with the Company through December 31, 2014, to help ensure an orderly transition. Robert Fagenson, National Holdings’ Co-Executive Chairman, will assume the position of Chief Executive Officer on January 1, 2015.

Mr. Klein joined National Holdings as a member of the Company’s Board of Directors in March 2012 and was subsequently named Executive Co-Chairman in July 2012. In January 2013, he was appointed Chief Executive Officer. During his tenure, Klein played a central role in the turnaround and restructuring of the Company’s various business units together with Mark Goldwasser, Chief Executive Officer of National Securities and Vice Chairman of National Holdings Corporation, Fagenson and the rest of the National Holdings management team. Record levels of revenue, earnings and profitability were achieved together with increased market share in the core businesses, while smaller unprofitable units were closed during the past two years. Klein and the management team orchestrated the successful acquisition of Gilman Ciocia and expansion into additional business lines such as tax preparation.

Robert Fagenson, National Holding’s Co-Executive Chairman commented, “Mark has played a pivotal role in our recent successes that have restored sustained levels of growth and profitability. Working with Mark Goldwasser and Mark Klein as our top executive management team allowed each of our individual strengths to contribute to collective success for all of our National team and our shareholders. Mark Goldwasser joins me and the rest of our Board in thanking Mark for his tireless pursuit of excellence and advocacy for the continued success and growth of National of which he has been an integral part during the past two years.”

“I was drawn in large part to National Holdings and the opportunities it presented in turning around the Company by the number of highly talented board members, skilled executives and dedicated employees throughout the organization. All proved willing and able to help reestablish National Holdings as a growing diversified full-service investment banking and asset management firm catering to individual investors and small and middle-market banking and corporate finance clients,” Klein commented. “The rapid implementation and success of our restructuring plan, quick return to profitability, prudent expense management and margin improvement, and unparalleled organic growth in all key verticals such as investment banking, sales and trading, and asset management, are testament to the strength of the organization. I am proud to have led National Holdings during this period of transition and subsequent growth that resulted in record results across the board.”

Mark Goldwasser, CEO and President of National Securities as well as Vice Chairman and Executive Committee Member of National Holdings commented, “During Mark’s time as a member of our management team we were able to re-establish National Holdings as a fast growing diversified full service investment bank and asset management firm. We continue to focus on servicing our client base of individuals seeking top quality service and personal investment advice that are our specialty. The growth of our asset management division as well as our corporate finance and banking divisions are indicative of the faith that our customers and other industry members place in our performance and in the value of our franchise. I thank Mark for his contribution to our success and wish him well in his future endeavors.”

About National Holdings Corporation

National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, financial planning, market making, tax preparation, insurance and annuities, to corporations, institutional investors and high net-worth clients. With over 1,100 independent advisors, brokers, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National Holdings operates through five subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation, National Asset Management, Inc. and Gilman Ciocia, Inc. The Company was founded in 1947 and is headquartered in New York and Florida. For more information, visit www.nhldcorp.com.

Safe Harbor Statements

This release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Information on significant potential risks and uncertainties that may also cause differences includes, but is not limited to, those mentioned by National Holdings from time to time in their filings with the SEC. The words “may,” “will,” “believe,” “estimate,” “expect,” “plan,” “intend,” “project,” “anticipate,” “could,” “would,” “should,” “seek,” “continue,” “pursue” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. National Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of our Annual Report on Form 10-K and in or periodic reports on Form 10-Q, and, therefore, readers should not place undue reliance on these forward-looking statements.

Contacts:

National Holdings Corporation

Mark D. Klein, 212-417-8210

Chief Executive Officer and Co-Chairman

Prosek Partners

Nick Rust, 212-279-3115

nrust@prosek.com

Source: National Holdings Corporation

# # #

GRAPHIC 6 ex99-1img001.gif begin 644 ex99-1img001.gif M1TE&.#EA`P%0`/<`````````,P``9@``F0``S```_P`K```K,P`K9@`KF0`K MS``K_P!5``!5,P!59@!5F0!5S`!5_P"```"`,P"`9@"`F0"`S`"`_P"J``"J M,P"J9@"JF0"JS`"J_P#5``#5,P#59@#5F0#5S`#5_P#_``#_,P#_9@#_F0#_ MS`#__S,``#,`,S,`9C,`F3,`S#,`_S,K`#,K,S,K9C,KF3,KS#,K_S-5`#-5 M,S-59C-5F3-5S#-5_S.``#.`,S.`9C.`F3.`S#.`_S.J`#.J,S.J9C.JF3.J MS#.J_S/5`#/5,S/59C/5F3/5S#/5_S/_`#/_,S/_9C/_F3/_S#/__V8``&8` M,V8`9F8`F68`S&8`_V8K`&8K,V8K9F8KF68KS&8K_V95`&95,V959F95F695 MS&95_V:``&:`,V:`9F:`F6:`S&:`_V:J`&:J,V:J9F:JF6:JS&:J_V;5`&;5 M,V;59F;5F6;5S&;5_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D` MS)D`_YDK`)DK,YDK9IDKF9DKS)DK_YE5`)E5,YE59IE5F9E5S)E5_YF``)F` M,YF`9IF`F9F`S)F`_YFJ`)FJ,YFJ9IFJF9FJS)FJ_YG5`)G5,YG59IG5F9G5 MS)G5_YG_`)G_,YG_9IG_F9G_S)G__\P``,P`,\P`9LP`F/($.*'$FRI,F3*%.J7,FRIO8#$24T:6++&'RC*5+4LL$\1)8AZ*4;MOF3Z[]:+1T[M/65U] M]:`%KIS7`&[4/?OLX)G4UE\,CSE$7G;O*53/#?T%8)Q]!_27G7VQQ=:?&/00)`D` M6D"R#C#`!*,(#`"(85UIVJFU%SV;H1&`=I)$EDEO$E;74%L'9H?9;O`9H!U$ M`;;6WP&*\9@2BA(FN%`F0J*W$#1"EDA::Y*L50]98?2'0VK+;,9@>`1U*488 M(:ZCRPUC$`--04QF5R5"Q##HGW5L=GHI4'PW9%B0)F%$LDXP8%BZ3YLJI,%0I7021..= MGR$(T:I20O^DS)"IIB3G@+4:1)YN#\$*@)('`0JL0#G.=]`-,2QC4"9D?AJ& M)LO::>Q"2):8*Z"%#GO0K`2B56@,^D!$3'\JB.=2COW=D"M!D^2V;D$QE"JD MC<&9B-"JHNXS3!J:$I2)(L&L`PD8T!(DG';*3LEJL(6ZJEEV@K8J1HZ3R-K? M"N^6U!I<$N9;T(8>&Z1)B?K@T)^VO/4WK4-I`!P,)/8R=_);22+4[@WM#OBH MP2L6I&"<#*-KOKT(:F;NB?195"M(P8D`0,,W#$^.A: MQ@;?&C.;N>V3V,Z< M4+MB++I0U_1FJ6-%C%SXMT*<>@CJW@(=[+"X7NP\X8XA#X>`+B?G?9$JS*]9!@!`Q-&@J4;*E').ALT M^4"-(EZ\"C[?^+5`]42)//Q\SJX2@RN#5?,*TB[E-"1P`]&=^B92M8=D8A$A M.A-ZYW_*4IBUEP.``$5L2\?:!+X?,*CL',)Q(6I.@>K@.;0CI M&X;^Y+2!-%`BX8,(UK2&.0JJD'/RXQRO_S)XL6$9#P:;ZXOR$B@AL)T0`.6" M"7EP)Y!E#$]4-S/7]J@X*CXE\2"5"E=#KI8U$84A8?M8$*XFDC?'^ MC?RDC!48H&#!<8W1]''#/'KGAR`9G4$4N#2#@,Q_!"&4G_0'OB#"1W%@8)Q` MH"$]M`%2(*"(T@WM$KDDBZC@)0_BL\27D$=\^VHA!L^4FC@<9%^66 M=4J(C$%VGPG#)3YT/H*H43M?-$C\_$:V&&BO"Y01AP$(.9 MBN%6&EU(#L>XPW4H`G.N[$^,))*^C\H1!]QLD^F.^#/AN>:F-PV##&)J)Y4J MI(TP0&-+3*;*QCD.=>M*Y6"4,1C!*+"B7A4#-\,4AJRM(U1:'%64Q*#55FF' M3H#**1&!V92C=VH=S$@SPPI9=6$'#2Y"=&L0XLKL&<=I!XFNRN0%D:V(2IH>-P) M[34UF!#FY:J-!L!L2;C*J(;=(*X)M*9#^:3"2@F8A!`,A@01DHRJ=G5;!Z*N MY/B[$*4!0,,;GA1S^R/)07HMA?"Y<$:H]!#(E>B8RWL;?$C42M8N=Y!86X?` MZ)J0OO&U(:5#KRN-:4*EZ7>0"E80!1/2QL`RA$$B^9)NTRNA&TQY'U]R2'P! ML`7#C;9X8M"%<<&@XGU<4&ZK$Y(8A+M;%2H510`!T)8LP9:^#GIQ=>_D"#U> M5%HM#^B:W4%K^O"HTQMOBDQCIL1"HB&)%WE3(4I%PUH/1&@:TJW2DR3/+`_8 MGS#X[[4J=O_J;R,B&:&2Q82NJR`TXE<=S-(C$U4ET+JN%*48:")75T*#[=:Q M"#1D3*D&F`0=!12#,BM572H\&["(L:I)9(R00"TUN=*P&,5H8C]!RLXX\>3A M\*+U8`/D3W]@@(-<36)X_=F"MC*!;BC>(!._0\-SCDOO2"SB#3`VF!CF)89\ M3@(N7C.-:6]P40F%H<2%+F]?T.#A,`A9>!Y^JE]*$_&0U@B6&>$C>/H]L9O^ MME'`83?'T3"Q;MELXR0G^4T1/I!S3VP2*=_W)&`9C3"H0`N*`$,8P,!S,,"` MN]0B>>\&E$_:H%SE.!AO0\@S5!N")^9)CXP,PC"QF(-GXE#E>!K_2$YU,>"@ MZU47@Y!CLA^#/#@EYTYZQSN.,XA<*4!HP(R:4)*6DX8%*/6XRS[$LYPKW_WO M@`^\X`=/^,(;7B5DC@^_%R37IW'=XA1ZS.#&S8NPF9EI>8RR*BYWAD>,C#B;!B&!C.`9C@!V& M$0W[%G>OD1FE81\D=P#M)P,P@#/<(4E,_^)P8L"`GL$DY5<;)I=`,)4[,0`# M#%=^#&FB()X05P]<<=]%(?"E43-Q@7!R,H@")B M9A8K*`)_=H0>)8AUMR96,](7KB$>?3,MJ=1;G30J0-<3]"`;,@,9Y)$@;=A% MR84LH]$;QC(NLQ$G@280D@`F@*(GF]&%8'(X7$0,]3`R_\$MN8,LX3(NI04H MQH*)^X`#3C80)I,9[9(92)-`-_5.PH(_:21CD;)I`M$:9U%SW9$Z<"-YB!<` MLC86RG,P7&,?N__1+N)##S$`=%3H%YD``[,A"?GDBON0!C/D6`71*!+U7@QR M*'<8-I$C'-6A#+WQ'H<(7&.170,!,@+1&Y.@#YG`@)-5&,#(BB2D<)(86?IV MC7,A2'%"BT?2&E0''MUQ%LK0?<`QC%TD/M'P&J/A5&1+0L`+_T1MV>%U=9!B`TG2+AY7- MTXVKI`*S41B>D2=R-!L'4S&C$9(%T5H%,0R(`8YP8R/"$0:K!`,!$$*::(UB M:%4L:87+@P./<7Z3J7`N6450!!RC.).0@2W?XQ-DV4T(^!J0D3])*4?\$@VE M,1^ZV!?$8(L\2)4W!1E.91CJA#OD019S$6.V)6H#D08W=RGAXI5`R((&;:&,89"=Q+"<\E1L M%>J9?5&`Q%`;AJ$/:0":QM(;R#:@UB&B;8$LM7D#`?"$79--DL"`-]@MY_<] M]>`B,,`OX\BA_ND9K34:.,!8/=$6^T$Z25J$A=AOH[$OB?%OMM<7F/%-:?"/ MF*&$2+I[HZ(D<.%ZPK8<&>IZDN!WA%%U7#HJ'%>$50I[A"%L:9&D&#><8N