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EXHIBIT 10.43
SEVERANCE AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into this
4th day
of February, 2005, by and between NATIONAL SECURITIES
CORPORATION, a Washington
corporation ("National"), and Michael A. Bresner, an individual
("Mr. Bresner"),
based on the following:
RECITALS
A. Mr. Bresner has served as the President of National, and
his
indicated his intention to resign effective as of the close of
business February
4, 2005.
B. National and Mr. Bresner have agreed to severance terms
in
connection with his resignation and this Agreement is intended
to document the
parties agreement in that regard.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises
and
covenants hereinafter set forth and the benefit to the parties
to be derived
therefrom, it is hereby agreed as follows:
1. Severance. In connection with the resignation and termination
of Mr.
Bresner's employment and position with National, National
shall:
(i) make monthly severance payment to Mr. Bresner of
six thousand two hundred and fifty dollars ($6,250)
commencing
on the 1st day of March, 2005, and continuing each
successive
month for 12 months, with the last payment due on February
1,
2006, so that Mr. Bresner receives a total of $75,000,
without
interest; and
(ii) provide medical insurance coverage for Mr.
Bresner through April 30, 2005.
2. Warrants from Investment Banking Activities. Mr. Bresner has
been
and remains entitled to receive distributions of warrants and
restricted stock
held from the inventory of such securities held by National as
of December 31,
2004 and presented Schedule "A" attached hereto and incorporated
herein (the
"Securities"). The timing and substance (i.e., cash or in-kind)
of any
liquidations and/or distributions of the Securities has been and
remains wholly
subject to National's discretion. The parties agree that, if any
of the
Securities or the proceeds therefrom are ever distributed by
National to members
of its management, then Mr. Bresner will receive at least 10% of
any such
distribution.
3. Termination and Resignation. Mr. Bresner's resignation as
President
of National is effective as of the close of business on February
4, 2005.
<PAGE>
4. Confidentiality. Other than as it deems necessary or
advisable to
further compliance with the terms of paragraph 7, below, Mr.
Bresner agrees to
keep the facts of and terms of this Agreement confidential,
except (i) as
required by law; and (ii) Mr. Bresner may disclose the substance
of this
Agreement to his spouse, counsel and financial advisor. Mr.
Bresner also agrees
to refrain from making derogatory or disparaging statements
about National and
its current and past officers, directors and employees, or
making such
statements as may serve to undermine National's image to the
public. Other than
as it deems necessary or advisable to further compliance with
the terms of
paragraph 7, below, National agrees to keep the facts of and
terms of this
Agreement confidential, except as required by law, and further
agrees that it
will refrain from making derogatory or disparaging statements
about Mr. Bresner,
Mr. Bresner's conduct and performance while employed by National
or making such
statements as may serve to undermine Mr. Bresner's professional
image.
5. Release and Indemnification.
5.1 Release and Indemnification by Mr. Bresner. Mr. Bresner, on
behalf
of himself, his heirs, executors, administrators, agents,
successors, assigns
and all affiliated persons or entities, both past and present,
waives,
discharges, and releases all claims against National, its
shareholders,
directors, officers, agents and employees ("the Releasees"). Mr.
Bresner
understands and agrees that this release extends to all claims
arising before
signing this release of every nature and kind whatsoever,
whether known or
unknown by Mr. Bresner. Mr. Bresner agrees to indemnify and hold
National and
its shareholders, directors, officers, agents and employees
harmless from any
liabilities, debts, demands, causes of action, injuries, costs,
attorneys' fees
or damages of any kind arising out of his breach of this
Agreement.
5.2 Release and Indemnification by National. National, its
subsidiaries, parents and affiliated entities, waives,
discharges, and releases
all claims against Mr. Bresner; provided that, such release
shall not include
any criminal conduct by Mr. Bresner, or any conduct involving
willful or
intentional harm to National. National understands and agrees
that this release
extends to all claims arising before signing this release of
every nature and
kind whatsoever, whether known or unknown by National, except as
specifically
set forth above. National shall indemnify and hold Mr. Bresner
harmless from any
liabilitie
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