Nonqualified Tock Option and Dividend Equivalent Agreement Sample Contracts

NATIONAL HOLDINGS CORPORATION 2013 OMNIBUS INCENTIVE PLAN Nonqualified Stock Option and Dividend Equivalent Agreement No. of shares subject to Nonqualified Stock Option: 1,500,000
Nonqualified Tock Option and Dividend Equivalent Agreement • May 5th, 2020 • Delaware

THIS NONQUALIFIED TOCK OPTION AND DIVIDEND EQUIVALENT AGREEMENT (this "Agreement") dated as of 28th day of July, 2013, between National Holdings Corporation, a Delaware corporation (the "Company"), and Robert B. Fagenson (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.

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