-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VW8VVWZIZJRGUazVTJG/U9fefAZVq+EXmV9aCVe7ZOVwOKURZKc/TEaXaSnmBErx 3gjI6xLFvJTfDjcPhY5FXw== 0000950136-03-000119.txt : 20030123 0000950136-03-000119.hdr.sgml : 20030123 20030123163845 ACCESSION NUMBER: 0000950136-03-000119 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030123 GROUP MEMBERS: JOHN P. LEIGHTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEYERSON M H & CO INC /NJ/ CENTRAL INDEX KEY: 0000913781 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 131924455 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47248 FILM NUMBER: 03522655 BUSINESS ADDRESS: STREET 1: NEWPORT TOWER 525 WASHINGTON BLVD STREET 2: 34TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2014599500 MAIL ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: 34TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEIGHTON JOHN P CENTRAL INDEX KEY: 0001215338 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C.O MM MEYENON & CO STREET 2: 525 WASHINGTON BLVD CITY: JERSEY CITY STATE: NJ ZIP: 07310 SC 13D 1 file001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 25049 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* M.H. MEYERSON & CO., INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 55301Q 102 (CUSIP Number) Mr. John P. Leighton c/o M.H. MEYERSON & CO., INC. Newport Office Tower 525 Washington Boulevard Jersey City, New Jersey 07303 (201) 459-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 14, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /___/. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 55301Q 102 SCHEDULE 13D - -------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John P. Leighton - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) SC - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 375,000 NUMBER OF --------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY OWNED BY 2,451,190 EACH --------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON WITH 375,000 --------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,234,690 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,826,190 - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 2 This statement is filed by John P. Leighton with the U.S. Securities and Exchange Commission on January 23, 2003. ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, par value $.01 per share (the "Common Stock"), of M.H. MEYERSON & CO., INC. (the "Company"). The Company's principal executive offices are located at Newport Tower, 525 Washington Boulevard, Jersey City, New Jersey 07310. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This Statement is filed by John P. Leighton. Mr. Leighton has a principal place of business and principal office at c/o M.H. MEYERSON & CO., INC., Newport Tower, 525 Washington Boulevard, Jersey City, New Jersey 07310. Mr. Leighton is a director, Co-Chairman and Chief Executive Officer of the Company. (d)-(e) Mr. Leighton has not during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Leighton is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On January 14, 2003, Mr. Leighton, in connection with his employment by the Company, was granted 375,000 shares of Common Stock by the Company. ITEM 4. PURPOSE OF THE TRANSACTION. The shares of Common Stock owned by Mr. Leighton are held for investment purposes. Mr. Leighton may acquire additional shares of Common Stock upon (i) the exercise of options to purchase 375,000 shares of Common Stock; (ii) the vesting and purchase of up to 1,000,000 shares of Common Stock pursuant to the Warrant, dated January 14, 2003, issued by the Company and (iii) the exercise of a right of first refusal to purchase up to 1,234,690 shares of Common Stock from Martin H. Meyerson, Co-Chairman of the Company (the "Right of First Refusal"). Shareholder approval must be received prior to Mr. Leighton's exercise of the options and warrant referred to in clauses (i) and (ii) above. See Item 6. (a)-(j) Except as described in this Item 4, Mr. Leighton does not have any present plans or proposals that would relate to or result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, 3 such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the Board of Directors of the Company or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions that might impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Leighton beneficially owns (as defined by Rule 13d-3 under the Act) 2,826,190 shares, or 37.4% of the shares of Common Stock outstanding as of January 16, 2003. 1,234,690 of such shares are purchasable by Mr. Leighton pursuant to the Right of First Refusal. (b) Mr. Leighton has sole voting power over 375,000 shares of Common Stock and shared voting power over 2,451,190 shares of Common Stock. Mr. Leighton has sole dispositive power over 375,000 shares of Common Stock and shared dispositive power over 1,234,690 shares of Common Stock. (c) Mr. Leighton became a beneficial owner for purposes of Rule 13d-3 of 2,826,190 shares of Common Stock on January 14, 2003 when he (i) received 375,000 shares of Common Stock pursuant to his Employment Agreement with the Company, (ii) entered into the Stockholders' Agreement (as defined below) providing for the voting of certain shares of Common Stock as to certain matters and (iii) was granted the Right of First Refusal. See Item 6. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On January 14, 2003, Mr. Leighton was among the parties entering into a Stockholders' Agreement (the "Stockholders' Agreement") with Martin H. Meyerson, Jeffrey E. Meyerson, Douglas Meyerson, the Trust made October 8, 1993 by Martin H. Meyerson, and the Jill E. Meyerson Trust dated December 22, 1999 (collectively, the "Stockholders"). Pursuant to the Stockholders' Agreement, the Stockholders agreed that during the period commencing on the date of the Stockholders' Agreement and continuing only until the meeting(s) of shareholders considering the matters set forth in clauses (i) through (iii) below have been held (the "Termination Date"), at any meeting of the holders of the shares of Common Stock, however called, or in connection with any written consent of the holders of shares of Common Stock, the Stockholders shall vote (or cause to be voted) the shares entitled to vote and held of record or beneficially owned within the meaning of the Act by the Stockholders, whether owned on the date hereof or hereafter acquired, (i) in favor 4 of the initial election by the stockholders of Leighton and a nominee of his choosing as directors of the Company; (ii) in favor of the adoption of the 2003 Stock Option Plan and the issuance of options to purchase 375,000 shares of Common Stock to Leighton; and (iii) in favor of the issuance of a warrant to purchase 1,000,000 shares of Common Stock to Leighton. The Stockholders agreed not to enter into any agreement or understanding with any person, the effect of which would be inconsistent with or violative of the provisions and agreements described above. In order to secure the Stockholders' obligations under the Stockholders' Agreement, the Stockholders have granted to, and appointed Leighton and Michael T. Dorsey and any other designee of Leighton, and each of them individually, with full power of substitution and resubstitution, such Stockholders' true and lawful irrevocable proxy to vote such Stockholders' shares of Common Stock entitled to vote, or grant a consent or approval in respect of such Stockholders' shares of Common Stock, on such matters and as indicated above. The proxy terminates automatically on the Termination Date. Except as to the matters set forth in clauses (i) through (iii) of the first paragraph of this Item 6, the Stockholders retain sole voting power over 2,826,190 shares of Common Stock. Pursuant to the Stockholders' Agreement, Martin H. Meyerson agreed that he will not, directly or indirectly, sell, transfer, give, assign, exchange, encumber, pledge, hypothecate or in any way dispose of ("sale or transfer" or "sell or transfer") any shares of Common Stock beneficially owned by him without first offering such shares of Common Stock to Mr. Leighton at a purchase price per share of Common Stock equal to the then-current fair market value of the shares of Common Stock. In the event that Leighton does not desire to purchase the shares of Common Stock offered to him by Mr. Meyerson, Mr. Meyerson shall be free to sell or transfer the shares of Common Stock that are the subject of the right of first refusal for a period of thirty (30) days, after which time, if Mr. Meyerson wants to sell or transfer such shares, he must re-offer the shares to Mr. Leighton. Notwithstanding the foregoing, Mr. Meyerson shall have the right to sell or transfer up to an aggregate of One Hundred Thousand (100,000) shares of Common Stock in any twelve (12) month period (but not more than Three Hundred Thousand shares (300,000) of Common Stock in the aggregate while Mr. Leighton is the Chief Executive Officer of the Company) without having to offer such shares of Common Stock to Mr. Leighton. Shares of Common Stock gifted to family members by Mr. Meyerson where the donee agrees to grant Mr. Leighton a right of first refusal to purchase such shares of Common Stock identical to the right of first refusal shall not count towards the 100,000/300,000 limitation set forth above. The right of first refusal terminates upon the earlier of (i) Mr. Meyerson's death and (ii) Mr. Leighton's ceasing to be a director of the Company. Martin H. Meyerson agreed that he will not, directly or indirectly, except as contemplated by the Stockholders' Agreement, otherwise offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or 5 understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his shares of Common Stock. The Stockholders agreed that they will not, directly or indirectly: (i) except as contemplated by the Stockholders' Agreement, grant any proxies or powers of attorney, deposit any of his shares of Common Stock into a voting trust or enter into a voting agreement with respect to any shares of Common Stock; or (ii) take any action that would make any representation or warranty of the respective Stockholders contained in the Stockholders' Agreement untrue or incorrect or have the effect of preventing or impairing the Stockholders from performing their respective obligations under the Stockholders' Agreement. The shares of Common Stock issuable upon exercise of the (i) Option Agreement attached as Exhibit 7(c) hereto and (ii) the Stock Purchase Warrant attached as Exhibit 7(d) hereto have not been counted as beneficially owned for purposes of Item 5. The options covering the shares issuable pursuant to the Option Agreement are fully vested but the grant of such options must be ratified by the Company's shareholders at the next Annual Meeting of Shareholders (the "Annual Meeting.") The grant of the warrants pursuant to the Stock Purchase Warrant must (i) be ratified by the Company's shareholders at the Annual Meeting and (ii) vest in accordance with certain milestones. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Stockholders' Agreement, dated as of January 14, 2003, by and among John P. Leighton and, severally and not jointly, each of the Stockholders listed on Schedule I thereto. (b) Employment Agreement, dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC. and John P. Leighton. (c) Option Agreement, dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC. and John P. Leighton. (d) Stock Purchase Warrant dated January 14, 2003 issued by M.H. MEYERSON & CO., INC. to John P. Leighton. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 23, 2003 /s/ John P. Leighton ---------------------------------------- John P. Leighton 7 EXHIBIT INDEX (a) Stockholders' Agreement, dated as of January 14, 2003, by and among John P. Leighton and, severally and not jointly, each of the Stockholders listed on Schedule I thereto. (b) Employment Agreement, dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC. and John P. Leighton. (c) Option Agreement, dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC. and John P. Leighton. (d) Stock Purchase Warrant dated January 14, 2003 issued by M.H. MEYERSON & CO., INC. to John P. Leighton. 8 EX-99.A 3 file002.txt STOCKHOLDERS AGREEMENT STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of January 14, 2003, by and among John P. Leighton ("Leighton") and, severally and not jointly, each of the Stockholders listed on Schedule I hereto (each, a "Stockholder," and collectively, the "Stockholders") of M.H. MEYERSON & CO., INC., a New Jersey corporation (the "Company"). WHEREAS, concurrently herewith, Leighton and the Company are entering into the Letter Agreement and the Employment Agreement, copies of which in the form to be executed have been delivered to Leighton and each Stockholder, pursuant to which, among other things, Leighton is being employed by the Company as its Chief Executive Officer and, as such, is receiving certain incentive compensation including options and warrants to acquire shares of the common stock, par value $.01 per share (the "Common Stock"), of the Company; WHEREAS, each Stockholder Beneficially Owns (as defined in Section 1(a)) the number of shares of Common Stock (each, a "Share," and one or more, the "Shares"), all set forth opposite such Stockholder's name in column 3 of Schedule I hereto; and WHEREAS, in order to induce Leighton to enter into the Letter Agreement and Employment Agreement and to perform his obligations thereunder and as a condition thereof, the Stockholders are entering into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereby agree as follows: SECTION 1. AGREEMENT TO VOTE; IRREVOCABLE PROXY. (a) Each Stockholder hereby agrees that during the period commencing on the date of this Agreement and continuing only until the meeting(s) of shareholders considering the matters set forth in clauses (i) through (iii) have been held (the "Termination Date"), at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such Stockholder shall vote (or cause to be voted) the Shares entitled to vote and held of record or Beneficially Owned by such Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of the initial election by the stockholders of Leighton and a nominee of his choosing as directors of the Company; (ii) in favor of the adoption of the 2003 Stock Option Plan and the issuance of options to purchase 375,000 shares of Common Stock to Leighton; and (iii) in favor of the issuance of a warrant to purchase 1,000,000 shares of Common Stock to Leighton. None of the Stockholders shall enter into any agreement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1. As used in this Agreement, the term "Person" means a natural person or any partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, limited life company, limited duration company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity or any other entity. As used in this Agreement, the term "Beneficially Own" or "Beneficial Ownership" with respect to any securities means having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to any agreement, arrangement or understanding, whether or not in writing, except that the term shall not include Shares which a Stockholder has the right to acquire under any of the stock options issued to such Stockholder by the Company ("Company Stock Options") unless such Shares have been acquired upon exercise of such Company Stock Options. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Stockholder shall include securities Beneficially Owned by all other Persons with whom a Stockholder would constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. (b) In order to secure its obligations hereunder, each Stockholder hereby grants to, and appoints Leighton and Michael T. Dorsey, and any other designee of Leighton, and each of them individually, with full power of substitution and resubstitution, such Stockholder's true and lawful irrevocable proxy to vote such Stockholder's Shares entitled to vote, or grant a consent or approval in respect of such Stockholder's Shares, on such matters and as indicated in Section 1(a) above. Each Stockholder (i) agrees to take such further action and execute such other instruments as may be necessary to effect the intent of this proxy, (ii) hereby represents that any proxy heretofore given in respect of the Stockholder's Shares is not irrevocable, and (iii) hereby revokes any proxy previously granted by such Stockholder with respect to its Shares. Each Stockholder understands and acknowledges that Leighton is entering into the Letter Agreement and the Employment Agreement in partial reliance on such Stockholder's execution and delivery of this irrevocable proxy. Each Stockholder hereby affirms that this irrevocable proxy is given in connection with the execution of this Agreement, the Letter Agreement and the Employment Agreement, and further affirms that this irrevocable proxy is coupled with an interest in this Agreement for the term stated herein and may under no circumstances be revoked by the Stockholder prior to the Termination Date. Each Stockholder hereby ratifies and confirms all that the proxy or proxies may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the provisions of Section 14A:5-19 of the New Jersey Business Corporation Act. This proxy shall terminate automatically on the Termination Date. SECTION 2. GRANT OF RIGHT OF FIRST REFUSAL. (a) Subject to the terms of this Section 2, Martin H. Meyerson ("MM") agrees that he will not, directly or indirectly, sell, transfer, give, assign, exchange, encumber, pledge, hypothecate or in any way dispose of ("sale or transfer" or "sell or transfer") any Shares Beneficially Owned by MM without first offering such Shares to Leighton at a purchase price per Share (the "Purchase Price") equal to the then-current fair market value of the Shares. For purposes of this Section, the fair market value of Shares on any day shall be (i) in the event the Common Stock is not publicly traded, the fair market value on such day as determined in good faith by the Board or (ii) in the event the Common Stock is publicly traded, the last sale price of a share of Common Stock as reported by the principal quotation service on which the Common Stock is listed, if available, or, if last sale prices 2 are not reported with respect to the Common Stock, the mean of the high bid and low asked prices of a share of Common Stock as reported by such principal quotation service, or, if there is no such report by such quotation service for such day, such fair market value shall be the average of (i) the last sale price (or, if last sale prices are not reported with respect to the Common Stock, the mean of the high bid and low asked prices) on the day next preceding such day for which there was a report and (ii) the last sale price (or, if last sale prices are not reported with respect to the Common Stock, the mean of the high bid and low asked prices) on the day next succeeding such day for which there was a report, or as otherwise determined by the Board in its discretion pursuant to any reasonable method contemplated by Section 422 of the Internal Revenue Code of 1986, as amended and any regulations issued pursuant to that Section. Any sale or transfer in violation of the terms of this Section 2 shall be null and void and shall confer no title or any other rights to the vendee or transferee thereof. (b) If at any time MM desires to sell or transfer any Shares, he shall give telephonic notice, confirmed in writing or by facsimile (the "Notice") to Leighton stating the nature of the sale or transfer and the number of Shares that he wishes to sell or transfer. Leighton shall have two (2) Business Days from delivery of the Notice to inform MM by telephonic notice, confirmed in writing or by facsimile (the "Response") whether or not Leighton wishes to purchase the Shares that are the subject of the Notice. In the event that Leighton informs MM that Leighton does not desire to purchase the Shares that are the subject of the Notice or MM does not receive the Response within two (2) Business Days of delivery of the Notice, MM shall be free to sell or transfer the Shares that are the subject of the Notice for a period of thirty (30) days, after which time, if MM wants to sell or transfer such Shares, he shall follow the procedure set forth in this Section 2. As used in this Agreement, the term "Business Day" means any day other than a Saturday, Sunday or other day on which banks in New York City are authorized to close. (c) The closing of any purchase of Shares by Leighton pursuant to this Section 2 (the "Option Closing") shall be held at the offices of the Company on the date that is no later than three business days after the date on which Leighton has notified MM of Leighton's desire to purchase the Shares that are subject to the Notice. (d) At the Option Closing, (i) Leighton shall pay, by certified check or wire transfer, an amount equal to the product of (A) the Purchase Price and (B) the number of Shares to be sold to Leighton pursuant to the Notice; and (ii) MM shall deliver or shall cause to be delivered to Leighton a certificate or certificates, or other documentation, evidencing such Shares, and MM agrees that such Shares shall be transferred free and clear of all liens. All such certificates or other documents representing Shares shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of MM thereon guaranteed, and with all applicable taxes paid or provided for. (e) Notwithstanding anything to the contrary contained in this Section 2, MM shall have the right to sell or transfer up to an aggregate of One Hundred Thousand (100,000) Shares in any twelve (12) month period (but not more than Three Hundred Thousand Shares (300,000) in the aggregate while Leighton is the Chief Executive Officer of the Company) without having to offer such Shares to Leighton. Shares gifted to family members by MM where the donee agrees to grant 3 Leighton a right of first refusal to purchase such Shares identical to the right of first refusal set forth in this Section 2 shall not count towards the 100,000/300,000 limitation set forth above. (f) The rights of first refusal set forth herein shall terminate upon the earlier of (i) MM's death and (ii) Leighton's ceasing to be a director of the Company. SECTION 3. AFTER-ACQUIRED SHARES. Notwithstanding anything herein to the contrary, any Shares acquired by such Stockholder after the date hereof, whether by exercise of Company Stock Options, by purchase, by conversion or exchange or by inheritance or bequest or otherwise, shall be subject to all of the representations, warranties, covenants and agreements of such Stockholder contained herein. In the event of a share dividend or distribution, or any change in the Shares by reason of any split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such share dividends and distributions and any shares into which or for which any or all of the Shares may be changed, exchanged, converted into or exercised for. SECTION 4. OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES. Except where the representation, warranty and covenant specifically states that it applies to less than all the Stockholders, each Stockholder hereby represents, warrants and covenants on behalf of such Stockholder, for the benefit of Leighton only, as follows: (a) On the date hereof, such Stockholder is the Beneficial Owner of the number of Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto. On the date hereof, the Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto constitute all of the Shares owned of record or Beneficially Owned by such Stockholder. Except as set forth on Schedule I hereto, such Stockholder owns such Shares free and clear of all liens, claims, charges, security interests, mortgages or other encumbrances, and such Shares are not subject to any rights of first refusal, put rights, other rights to purchase or encumber, or to any restrictions other than this Agreement as to the encumbrance, disposition or voting of such Shares. Such Stockholder has controlling voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto, without limitations, qualifications or restrictions on such rights, except those arising under marital property laws, general fiduciary principles applicable to such Stockholder or, where indicated on Schedule I hereto, as a result of such Stockholder being a trustee of a trust. (b) Such Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholder agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due execution and delivery by Leighton, constitutes a valid, legal and binding 4 agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by marital property laws applicable to such Stockholder, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee who is not a party to this Agreement and whose consent is required for the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (c) (i) Except for amendments to the Schedule 13D to be filed by each of andMM and Mr. Jeffrey E. Meyerson, no filing with or notice to, and no permit, authorization, consent or approval of, any governmental entity is necessary on the part of such Stockholder for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby; and (ii) none of the execution, delivery or performance of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, understanding or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound; or (B) conflict with or violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Stockholder or any of such Stockholder's properties or assets. (d) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by the Letter Agreement based upon arrangements made by or on behalf of such Stockholder (other than in his capacity as an officer or director of the Company). (e) Except for MM, such Stockholder shall not, directly or indirectly: (i) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of its Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (ii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing such Stockholder from performing its obligations under this Agreement. (f) MM shall not, directly or indirectly: (i) except as contemplated by this Agreement, otherwise offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his Shares; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of his Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder 5 contained herein untrue or incorrect or have the effect of preventing or impairing MM from performing his obligations under this Agreement. (g) Such Stockholder understands and acknowledges that Leighton is relying, in part, upon the foregoing representations, warranties and covenants by such Stockholder and on such Stockholder's execution and delivery of this Agreement in entering into the Letter Agreement, the Employment Agreement and the related transactions contemplated thereunder. (h) Neither MM nor any member of his family will apply to the NASD to accelerate the withdrawal of the subordinated loan made by MM or such member of his family prior to the original due date of such subordinated loan. SECTION 5. FURTHER ASSURANCES. From time to time, at Leighton's request and without further consideration, each Stockholder agrees to execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement. SECTION 6. STOP TRANSFER; FORM OF LEGEND. Each Stockholder agrees and covenants to Leighton that if reasonably requested by Leighton, any certificates or other documents representing the Stockholders' Shares shall contain the following legend: "The securities represented by this certificate are subject to certain restrictions on transfer and other terms of a Stockholders' Agreement, dated as of January 14, 2003, among the parties listed on the signature pages thereto, a copy of which is on file in the principal office of M.H. MEYERSON & CO., INC." SECTION 7. TERMINATION; SURVIVAL. Except as otherwise contemplated by Section 2(f) hereof, the representations, warranties, covenants and agreements contained herein shall terminate on and shall not survive the Termination Date. SECTION 8. STOCKHOLDER CAPACITY. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in its capacity as the Beneficial Owner of its Shares. 6 SECTION 9. DISPUTE RESOLUTION. (a) Any dispute or difference between any one or more Stockholders, on the one hand, and Leighton, on the other hand, arising under Section 10, but excluding any suit for specific performance as provided in Section 10(j), which the parties are unable to resolve themselves shall be submitted to and resolved by arbitration as provided herein. Any disputing party may request the American Arbitration Association (the "AAA") to designate one arbitrator, who shall be qualified as an arbitrator under the standards of the AAA, who shall be a retired or former judge of any appellate or trial court of the State of New Jersey, any United States appellate court or any United States District Court for the District of New Jersey, who is, in any such case, not affiliated with any party in interest to such arbitration, and who has substantial professional experience with regard to legal matters. (b) The arbitrator shall consider the dispute at issue in Newark, New Jersey at a mutually agreed upon time within 60 calendar days (or such longer period as may be acceptable to the parties to the arbitration or as directed by the arbitrator) after the designation of the arbitrator. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of the AAA in effect on the date of the initial request by the disputing party that gave rise to the dispute to be arbitrated (as such rules are modified by the terms of this Agreement or may be further modified by mutual agreement of the disputing parties) and shall include an opportunity for the parties to conduct discovery in advance of the proceeding. Notwithstanding the foregoing, the disputing parties shall agree that they will attempt, and they intend that they and the arbitrator should use its best efforts in that attempt, to conclude the arbitration proceeding and have a final decision from the arbitrator within 120 calendar days after the designation of the arbitrator; provided, however, that the arbitrator shall be entitled to extend such 120 calendar day period for a total of two 120 calendar day periods. The arbitrator shall deliver a written award with respect to the dispute to each of the parties to the arbitration, who shall promptly act in accordance therewith. Each party to such arbitration agrees that any award of the arbitrator shall be final, conclusive and binding and that it will not contest any action by any other party thereto in accordance with the award of the arbitrator. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section 9 by bringing suit in any court of competent jurisdiction. SECTION 10. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement may not be assigned by Leighton or by any Stockholder. (b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. (c) The failure of any party hereto to exercise any right, power or remedy provided under this 7 Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. (d) This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, with respect to any Stockholder, except upon the execution and delivery of a written agreement executed by Leighton and such Stockholder. (e) If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable. (f) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been received upon actual receipt or at the time described in evidence of delivery by the applicable carrier) by delivery in person or deposit with a recognized overnight courier service (notices may be given by facsimile but will only be deemed delivered upon actual receipt) to the respective parties as follows: if to any Stockholder: At the address set forth opposite such Stockholder's name in column 2 of Schedule I hereto. With a copy to: Hartman & Craven LLP 488 Madison Avenue, 16th Floor New York, New York 10022 Attn: Joel I. Frank, Esq. Facsimile (212) 223-9911 if to Leighton: Mr. John P. Leighton 180 Nassau Boulevard Garden City, New York 11530 with a copy to: Davidson Manchel & Brennan 207 Washington Street Northvale, New Jersey 07647 Attn: Joel E. Davidson Facsimile (201) 802-9077 8 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (g) This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without regard to the principles of conflicts of laws thereof. (h) The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. (i) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns and nothing in this Agreement express or implied is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. (j) Each of the Stockholders hereby acknowledges and agrees that its failure to perform its agreements and covenants hereunder will cause irreparable injury to Leighton for which damages, even if available, will not be an adequate remedy. Accordingly, each Stockholder hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such Stockholder's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder. (k) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. 9 IN WITNESS WHEREOF, Leighton and each Stockholder has duly executed this Agreement, as of the day and year first above written. /s/ John P. Leighton --------------------------------------- John P. Leighton STOCKHOLDERS /s/ Martin H. Meyerson --------------------------------------- Martin H. Meyerson /s/ Jeffrey E. Meyerson --------------------------------------- Jeffrey E. Meyerson /s/ Douglas Meyerson --------------------------------------- Douglas Meyerson TRUST MADE OCTOBER 8, 1993 BY MARTIN H. MEYERSON By: /s/ Jeffrey E. Meyerson --------------------------------------- Jeffrey E. Meyerson, Trustee By: /s/ Martin Leventhal --------------------------------------- Martin Leventhal, Trustee JILL E. MEYERSON TRUST DATED DECEMBER 22, 1999 By: /s/ Edward I. Tishelman --------------------------------------- Edward I. Tishelman, Trustee 10 SCHEDULE I NUMBER OF RESTRICTIONS STOCKHOLDER ADDRESS SHARES OWNED IF ANY ----------- ------- ------------ ------ Martin H. Meyerson 32 Wright Street 959,670 Woodcliff Lake, NJ 07675 Jeffrey E. Meyerson 792 High Woods Drive 396,300 Franklin Lake, NJ 07416 Douglas Meyerson 245 East 40th Street 305,000 New York, NY 10016 Trust made October 8, c/o Jeffrey E. Meyerson 150,000 1993 by Martin H. 792 High Woods Drive Meyerson Franklin Lake, NJ 07416 Jill E. Meyerson Trust c/o Edward I. Tishelman 305,000 dated 254 East 68th Street December 22, 1999 New York, NY 10021 11 EX-99.B 4 file003.txt EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT entered into as of January 14, 2003 by and between M.H. MEYERSON & CO., INC., a New Jersey corporation ("MHM" or "Employer"), with offices located at Newport Office Tower, 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310, and JOHN P. LEIGHTON, residing at 180 Nassau Blvd., Garden City, New York 11530 ("Employee"). W I T N E S S E T H : A. MHM is engaged in business as a registered securities broker-dealer ("Employer's Business"). B. Employer desires to employ Employee as its Chief Executive Officer, for the purpose of exercising such authority and performing such executive duties as are commensurate with the duties of Chief Executive Officer of Employer, as well as, where requested by the Board of Directors of Employer, supervising or assisting in operations of Employer's affiliates and subsidiaries. Employee's management responsibilities shall include trading, hiring, firing, capital commitments, budgeting, leases, major contracts, including clearing contracts, vendor contracts, financings, borrowings and determination of salaries and bonuses of employees and officers, subject to approval of Employer's Board of Directors where required. In addition to the above, Employee acknowledges that management responsibility also includes the necessity of reducing costs if the Milestones (as hereinafter defined) are not met. These cost reductions reference compensation to Employee as well as recruited staff and current staff. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Employment a. During the Term of Employment as defined in Section 2, Employer agrees to employ Employee, as Employer's Chief Executive Officer, with the management responsibilities set forth in Recital B. above. Employee agrees to act in the foregoing capacities, in accordance with the terms and conditions contained in this Agreement. b. Employee shall devote all of Employee's working time to the performance of his duties under this Agreement. Employee shall render services, without additional compensation, in connection with the operation of Employer's business, including activities of affiliates and subsidiaries of Employer. As used in this Agreement, the term "affiliate" shall mean any entity or person that, directly or indirectly, is controlled by or under common control with Employer. c. In view of Employee's duties and responsibilities hereunder, Employee shall continue to maintain his existing licenses with the National Association of Securities Dealers, Inc. (the "NASD") including, without limitation, his Series 4, 7, 24, 55 and 63 registrations, as well as to undertake to qualify for any other NASD license tests or applicable regulatory requirements necessary or convenient to enable Employee to undertake and fulfill his functions, from time to time, under this Agreement. 2. Term The initial term of Employee's employment under this Agreement shall be for a period of three (3) years, to commence on January 14, 2003 and end on January 13, 2006 (the "Term of Employment"). 3. Compensation a. Employer shall pay to Employee an annual base salary of (i) Four Hundred and Fifty Thousand Dollars ($450,000) for the first year of the Term of Employment; (ii) Six Hundred and Seventy-Five Thousand Dollars ($675,000) for the second year of the Term of Employment; and (iii) Six Hundred and Seventy-Five Thousand Dollars ($675,000) for the third year of the Term of Employment . All payments shall be made in equal bi-weekly installments, in arrears, or such other installments as may be consistent with the payroll practices of Employer for its Employees. b. Notwithstanding anything to the contrary contained in sub-section (a) above, payment of the salary provided for hereunder shall not commence until April 14, 2003. In accordance therewith, Employee shall be paid the full base salary of Four Hundred and Fifty Thousand Dollars ($450,000) for the first year of the Term of Employment during the period April 14, 2003 through January 31, 2004. 4. Additional Employee Benefits a. Employer shall reimburse Employee for all expenses reasonably incurred by Employee in connection with the performance of Employee's duties under this Agreement against Employee's submitted documented vouchers for such expenses. b. Employee shall be entitled to reasonable vacation periods each year, as the case may be, and other general medical and employee benefit, retirement and compensation plans (including profit sharing or pension plans) as shall have been established and are continuing for senior management. Employer shall make available to Employee either Employer's car and driver or a car service when necessary for the performance of his duties hereunder. c. Subject to MHM's achieving the Milestones, during the Term of Employment Employer shall pay Employee a semi-annual cash incentive bonus (the "Incentive Bonus") of twelve and one-half (12.5%) percent of MHM's "Income before income taxes" ("Pre-tax Earnings") as reflected in MHM's periodic filings with the Securities and Exchange Commission (the "SEC"). The Incentive Bonus is payable as follows: (i) the Incentive Bonus for the six-month period ending July 31st shall be paid thirty (30) days after MHM files its Report on Form 10-Q for the quarter ended July 31st of the applicable year with the SEC; and (ii) the Incentive Bonus for the period ending January 31st shall be paid thirty (30) 2 days after MHM's independent auditors (the "Auditors") shall have completed their audit of the applicable fiscal year's results. d. Employer shall pay Employee a performance bonus (the "Performance Bonus") of $1,000,000 if MHM's Revenues (as ultimately reported in MHM's periodic filings with the SEC) during any 12 month period during the Term of Employment are equal to or greater than $50,000,000 (but less than $100,000,000) and MHM has $3,000,000 pre-tax profit for such period. Employee may only receive the Performance Bonus for reaching the $50,000,000 target once during the Term of Employment. In the event that Employee receives such $1,000,000 Performance Bonus, he shall then be eligible to receive an additional $2,000,000 Performance Bonus whenever Revenues (as ultimately reported in MHM's periodic filings with the SEC) during any 12-month period during the Term of Employment (which may include Revenues earned during the time period in which the $1,000,000 Performance Bonus was earned) exceed $100,000,000 and MHM has $5,000,000 pre-tax profit for such period. Employee may only receive a $2,000,000 Performance Bonus once for reaching the $100,000,000 target during the Term of Employment. All calculations shall be (i) inclusive of Employee's base compensation and (ii) calculated after giving effect to the payment of all other cash bonuses to Employer's senior management. Employee shall be paid twenty-five (25%) percent of the Performance Bonus at the time that he becomes entitled to such bonus, with the balance to be paid after the Auditors shall have completed their audit for the fiscal year during which the Performance Bonus was earned e. All calculations of the Incentive Bonuses and Performance Bonuses shall be adjusted upwards or downwards, as the case may be, and any required additional payments by Employer or repayments by Employee of excess payments shall be made after the auditors shall have completed their audit of the applicable fiscal year's results. f. Concurrently with the execution of this Agreement, Employer is issuing to Employee three hundred seventy-five thousand (375,000) shares (the "Shares") of Employer's common stock, par value $.01 per share ("Common Stock"). The Shares are unregistered and fully vested on the date hereof. g. Concurrently with the execution of this Agreement, Employer is granting Employee fully-vested options to purchase three hundred seventy-five thousand (375,000) shares of Common Stock at an exercise price of $.40 per share (the "Options"). The terms and conditions governing the Options are set forth in the Option Agreement dated the date hereof, which Option Agreement will include, without limitation, that the grant of the Options is conditioned upon obtaining shareholder and, if needed, NASD approval in order to comply with applicable rules and regulations of the SEC, NASD and Internal Revenue Code of 1986, as amended, as more fully detailed in the Option Agreement. h. Concurrently with the execution of this Agreement, Employer is issuing Employee warrants to purchase 1,000,000 shares of Common Stock at an exercise price of $.40 per share (the "Warrants"). The Warrants shall vest in equal installments upon MHM's achieving the First, Second and/or Third Milestones. The terms and conditions governing the 3 Warrants are set forth in the Warrant Agreement dated the date hereof, which Warrant Agreement will include, without limitation, that the issuance of the Warrants is conditioned upon obtaining shareholder and, if needed, NASD approval in order to comply with applicable rules and regulations of the NASD, as more fully detailed in the Warrant Agreement. i. Employer agrees, after obtaining the shareholder approvals referred to in sub-clauses (g) and (h) above, to promptly file Registration Statements on (i) Form S-3 ( or if Form S-3 is not available, on Form S-1 or Form SB-2, if available) for resale of the shares of Common Stock issuable upon exercise of the Warrants and (ii) Form S-8 for the Shares of Common Stock issuable upon exercise of the Options. The Registration Statement on Form S-8 will include, if necessary, a re-sale prospectus allowing Employee to sell the shares of Common Stock issuable upon exercise of the Options. j. During the Term of Employment, if Employee introduces Employer to an unaffiliated third-party which consummates an acquisition transaction with Employer resulting in a Change of Control (as hereinafter defined), Employer shall upon the consummation of such transaction, as compensation for such introduction, pay Employee, in addition to all other compensation provided for hereunder and the acceleration of the Warrants then held by Employee, an aggregate sum of (i) Six Hundred Thousand Dollars ($600,000) and (ii) the sum determined by multiplying (x) the number of unexercised Options and Warrants then held by Employee, whether vested or not, by (y) the difference between (A) the per share price paid in the acquisition transaction (or the fair market value of the non-cash consideration paid if the purchase price is not paid in cash) and (B) the average closing price of the Common Stock on the NASDAQ market for the last forty-five (45) days prior to the consummation of the acquisition transaction. Upon payment of the amounts set forth in sub-clauses (i) and (ii) above and any other amounts then due Employee under this Agreement, with the consent of the acquiring entity (which consent shall be in the acquiring entity's sole discretion), this Agreement shall cease to have any further binding effect. For purposes of this Agreement, a "Change in Control" of Employer shall be deemed to have occurred if (i) any person, entity or group of persons or entities acting in concert, excluding any officer or director of Employer or any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with any officer or director of Employer (collectively, a "Third Person") becomes the beneficial owners of 50% or more of the then outstanding shares of Common Stock of Employer, (ii) any Third Person holds revocable or irrevocable proxies entitling them to vote 50% or more of the then outstanding shares of Employer's Common Stock (other than the persons named as proxies in any Proxy Statement prepared by management of Employer in connection with an annual or special meeting of stockholders called by an officer or the Board of Directors), (iii) a merger, sale of substantially all the assets of Employer, share exchange, consolidation or other business combination (as defined in the New Jersey Business Corporation Law) of Employer and any other Third Person, as a result of which Employer's Common Stock becomes exchangeable for other securities or property or cash, or (iv) if a majority of the members of the Board of Directors is replaced during any 12-month period during the Term of Employment but only if the directors who replace such majority have not been elected 4 either by the remaining members of the Board of Directors or by the stockholders of Employer. k. Payment of the Incentive Bonus and vesting of the Warrants are subject to the following milestones (collectively, the "Milestones"): i. For the period commencing February 1, 2003 and ending July 31, 2003, MHM must achieve Pre-tax Earnings of Five Hundred Thousand Dollars ($500,000) (the "First Milestone"); ii. For the period commencing August 1, 2003 and ending January 31, 2004, MHM must achieve Pre-tax Earnings of One Million Dollars ($1,000,000) (the "Second Milestone"); and iii. For the period commencing February 1, 2004 and ending July 31, 2004, MHM must achieve Pre-tax Earnings of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Third Milestone"). iv. For the period commencing August 1, 2004 and ending January 31, 2005, MHM must achieve Pre-tax Earnings of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Fourth Milestone"). v. For the period commencing February 1, 2005 and ending July 31, 2005, MHM must achieve Pre-tax Earnings of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Fifth Milestone"). vi. For the period commencing August 1, 2005 and ending January 13, 2006, MHM must achieve Pre-tax Earnings of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Sixth Milestone"). Each Milestone is an independent Milestone and must be satisfied separately. That is, if the First Milestone is not met, the payment for such First Milestone cannot be recovered based on the results for the Second or Third Milestone. Furthermore, results achieved during the period comprising the First Milestone shall not be counted towards the Second Milestone. For example, if for the period comprising the First Milestone pre-tax earnings are Four Hundred Thousand Dollars ($400,000), the First Milestone has not been met. In order to meet the Second Milestone, MHM must have pre-tax earnings of One Million Dollars ($1,000,000) during the period comprising the Second Milestone, without including the Four Hundred Thousand Dollars ($400,000) achieved during the First Milestone. l. Employee acknowledges that payment of the Incentive Bonus and/or a Performance Bonus could have an adverse impact on Employer's ability to maintain compliance with the net capital rules promulgated under the Securities Exchange Act of 1934, as amended (the "Net Capital Rules"). Accordingly, Employer and Employee agree that if payment or accrual for payment of the amount due pursuant to an Incentive Bonus or a Performance Bonus 5 would cause Employer to have less than One Million Five Hundred Thousand Dollars ($1,500,000) in Net Capital (as defined under the Net Capital Rules), Employer shall only be required to pay Employee, or accrue for payment, such amount of the Incentive Bonus or Performance Bonus as would allow Employer to maintain Net Capital of not less than One Million Five Hundred Thousand Dollars ($1,500,000) and the balance of such Incentive Bonus or Performance Bonus shall be forfeited by Employee. m. Notwithstanding MHM's failure to meet the First Milestone or Second Milestone, if such failure occurs, if at any time during the period commencing February 1, 2003 and ending July 31, 2004, MHM's "Income before income taxes" as reflected in MHM's periodic filings with the SEC aggregate Three Million Dollars ($3,000,000), all Warrants shall be accelerated and fully vested. n. Notwithstanding anything to the contrary contained in the foregoing, in no event shall Employee's aggregate annual cash compensation exceed fifty (50%) percent of MHM's Pre-tax Earnings for any given year during the Term of Employment. 5. Termination. a. Employer may terminate this Agreement for cause. b. "Cause" within the meaning of this Agreement shall mean any one or more of the following: i. Employee's breach of any of the material provisions of this Agreement; or ii. Employee's failure or refusal to follow any specific material written directions of Employer's Board of Directors (which directions include a statement to the effect that failure or refusal to follow such directions shall constitute cause for termination of the employment of Employee hereunder); or iii. Employee's failure or refusal to perform Employee's duties in accordance with Recital B or Section 1 hereof, provided Employee shall have been given written notice by Employer's Board of Directors of such failure or refusal to perform these duties and three business days within which to cure the same; or iv. Failure by Employee to comply in any material respect with the terms of any provision contained in this Agreement, if any, or any written policies or directives of Employer's Board of Directors, provided Employee shall have been given written notice of such failure or refusal to perform these duties and three business days within which to cure the same; or v. Physical incapacity or disability of Employee to perform the services required to be performed under this Agreement. For purposes of this Section 5(b)(v), Employee's incapacity or disability to perform such services for any cumulative 6 period of ninety (90) days during any twelve-month period, or for any consecutive period of sixty (60) days, shall be deemed "cause" hereunder; or vi. Employee is convicted of, pleads guilty or no contest to, or admits or confesses to any felony or any act of fraud, misappropriation or embezzlement; or vii. Employee engages in an intentional fraudulent act or dishonest act to the damage or prejudice of Employer and/or its affiliates or in conduct or activities damaging to the property, business or reputation of Employer and/or its affiliates; or viii. If Employee is registered or licensed with the NASD or any other regulatory authority, federal or state, and has violated any applicable rule of any such regulatory authority. c. If Employer notifies Employee of its election to terminate this Agreement for cause, this termination shall become effective at the time notice is deemed to have been given in accordance with Section 9. d. This Agreement shall automatically terminate upon the death of Employee. e. Employer may terminate this Agreement without cause upon giving Employee fourteen (14) days' prior written notice. If this Agreement is terminated without cause, (i) Employer shall pay Employee all base salary that would have been paid to Employee if he completed the Term of Employment, (ii) Employee shall be entitled to payment of the Incentive Bonus provided for in Section 4(c) hereof if the applicable Milestone is met; (iii) Employee shall be entitled to payment of a Performance Bonus provided for in Section 4(d) hereof if the required Revenues targets are achieved, and (iv) the Warrants shall be fully vested. In the event that Employer does not make any of the foregoing cash payments when due, interest shall accrue on such unpaid amount in the amount of the then-current broker's loan rate plus five (5%) percent per annum. Employer will also reimburse Employee for Employee's reasonable legal fees incurred in enforcing the provisions of this Section 5(e). Notwithstanding the forgoing, Employer may satisfy its obligations to Employee under this Section 5(e) by paying Employee a lump sum of One Million Five Hundred Thousand Dollars ($1,500,000). Each of Employer and Employee will execute a release concerning the other's obligations hereunder. 6. Non-Solicitation, Non-Disclosure, Shop Rights and Insider Trading. a. Non-Solicitation. During Employee's Term of Employment with Employer, and for a period of one (1) year from the date of expiration or termination of such employment (the "Restricted Period"), Employee covenants and agrees that Employee will not, directly or indirectly, either for itself or for any other person or business entity, (i) solicit any employee of Employer to terminate his employment with 7 Employer or employ such individual during his employment with Employer, or (ii) make any disparaging statements concerning Employer, Employer's Business or its officers, directors, or employees, that could injure, impair or damage the relationships between Employer or Employer's business on the one hand and any of the employees, customers or suppliers of Employer's business, or any lessor, lessee, vendor, supplier, customer, distributor, employee or other business associate of Employer's Business. During the Restricted Period, Employer covenants and agrees that Employer will not, directly or indirectly, either for itself or for any other person or business entity, make any disparaging statements concerning Employee, subject to Employer's regulatory obligations. b. Non-Disclosure and Non-Use. i. Description of Confidential Information. For purposes of this Section 6(b), Confidential Information means any information disclosed during the Restricted Period, which is clearly either marked or reasonably understood as being confidential or proprietary including, but not limited to, information disclosed in discussions between the parties in connection with technical information, data, proposals and other documents of Employer pertaining to its business, products, services, finances, product designs, plans, customer lists, public relations and other marketing information and other unpublished information. Confidential Information shall include all tangible materials containing Confidential Information including, but not limited to, written or printed documents and computer disks and tapes, whether machine or user readable. ii. Standard of Care. Employee shall protect the Confidential Information from disclosure to any person other than other employees of Employer who have a need to know, by using a reasonable and prudent degree of care, in light of the significance of the Confidential Information, to prevent the unauthorized use, dissemination, or publication of such Confidential Information. iii. Exclusion. This Section 6(b) imposes no obligation upon Employee with respect to information that: (a) was in Employee's possession before receipt from Employer; (b) is or becomes a matter of public knowledge through no fault of Employee; (c) is rightfully received by Employee from a third party who does not have a duty of confidentiality; (d) is disclosed under operation of law, except that Employee will disclose only such information as is legally required and give Employer prompt prior notice; or (e) is disclosed by Employee with Employer's prior written consent. iv. Stock Trading. If the information disclosed or of which Employee becomes aware is material non-public information about the Employer, then Employee agrees not to trade in the securities of MHM, or in the securities of or any appropriate and relevant third party, until such time as no violation of the applicable federal and state securities laws would result from such securities trading. v. Return of Confidential Information. The Employee will immediately destroy 8 or return all tangible material embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) upon the earlier of (i) the completion or termination of the dealings between the Employer and Employee under the Agreement or (ii) at such time that Employer may so request. vi. Notice of Breach. Employee shall notify Employer immediately upon discovery of any of his unauthorized use or disclosure of Confidential Information, or any other breach of the Agreement by Employee, and will cooperate with Employer in every reasonable way to help Employer regain possession of Confidential Information and prevents its further unauthorized use. vii. Injunctive Relief. The Employee acknowledges that disclosure or use of Confidential Information in violation of the Agreement could cause irreparable harm to the Employer for which monetary damages may be difficult to ascertain or an inadequate remedy. The Employee therefore agrees that the Employer will have the rights in addition to its other rights and remedies, to seek and obtain injunctive relief from any violation of the Agreement. c. Shop Rights and Inventions, Patents, and Technology. Employee shall promptly disclose to Employer any developments, designs, patents, inventions, improvements, trade secrets, discoveries, copyrightable subject matter or other intellectual property conceived, either solely or jointly with others, developed, or reduced to practice by Employee during Employee's Term of Employment in connection with the services performed for Employer (the "Company Developments") and shall treat such information as proprietary to Employer. Employee agrees to assign to Employer any and all of Employee's right, title and interest in the Company Developments and Employee hereby agrees that Employee shall have no rights in the Company Developments. Any and all Company Developments in connection with the services performed for Employer pursuant to the Agreement are "works for hire" created for and owed exclusively by Employer. 7. Representation and Indemnification. Employee hereby represents and warrants that Employee is not a party to any agreement, whether oral or written, which would prohibit Employee from being employed by Employer, and Employee further agrees to indemnify and hold Employer, its directors, officers, shareholders and agents, harmless from and against any and all losses, cost or expense of every kind, nature and description (including, without limitation, whether or not suit be brought, all reasonable costs, expenses and fees of legal counsel), based upon, arising out of or otherwise in respect of any breach of such representation and warranty. 8. Injunctive Relief. The parties acknowledge that the services to be rendered hereunder by Employee are special, 9 unique and of extraordinary character, and that in the event of a breach or a threatened breach of Employee of any of Employee's obligations under this Agreement, Employer will not have an adequate remedy at law. Accordingly, in the event of any breach or threatened breach of Employee, Employer shall be entitled to such equitable and injunctive relief as may be available to restrain Employee and any business, firm, partnership, individual, corporation or entity participating in the breach of this Agreement. Nothing in this Agreement shall be construed as prohibiting Employer from pursing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of Employee under this Agreement. 9. Notices. All notices shall be in writing and shall be delivered personally (including by courier), sent by facsimile transmission (with appropriate documented receipt thereof), by overnight receipted courier service (such as UPS or Federal Express) or sent by certified, registered or express mail, postage prepaid, to the parties at their address set forth at the beginning of this Agreement with Employer's copy being sent to Employer at its then principal office. Any such notice shall be deemed given when so delivered personally, or if sent by facsimile transmission, when transmitted, or, if mailed, forty-eight (48) hours after the date of deposit in the mail. Any party may, by notice given in accordance with this Section to the other party, designate another address or person for receipt of notices hereunder. Copies of any notices to be given to Employer shall be given simultaneously to: Hartman & Craven LLP, 488 Madison Avenue, New York, New York 10022, Attention: Joel I. Frank, Esq. Copies of any notices to be given to Employee shall be given simultaneously to: Davidson Manchel & Brennan, 207 Washington Street, Northvale, New Jersey 07647, Attention: Joel E. Davidson, Esq. 10. Miscellaneous. a. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by New Jersey law, without giving effect to conflicts of laws. The parties hereby agree that any action, proceeding or claim arising out of, or relating in any way to, this Agreement shall be determined by arbitration, except for injunction proceedings brought to enforce the provisions of this Agreement which may be brought and enforced in the courts of the State of New Jersey or of the United States of America for New Jersey, and irrevocably submit to such jurisdiction, and waive any claim that such courts represent an inconvenient forum. Any arbitration under this Agreement shall be conducted pursuant to the Rules of the NASD and before an arbitration panel appointed by the NASD. The award of the arbitrator or a majority of them shall be final, and judgment on the award may be entered in any state or federal court having jurisdiction. In this regard, a request by either party for arbitration shall be binding on the other. Any process or summons to be served upon either party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth hereinabove. Such mailing shall be deemed personal service and shall be legal and binding upon said party in any action, proceeding or claim. 10 b. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. c. In view of Employer's need and desire to maintain a proper working environment with suitable demeanor of its employees and in light of Employer's sensitivity to the views of its customers and potential customers and to regulatory bodies having jurisdiction over Employer's business activities, Employer has instituted a policy of requiring employees to be subject to, at Employer's sole reasonable discretion, alcohol and drug testing procedures and requirements. Employee specifically consents to the same, agrees to be subject to whatever reasonable procedures may now or hereinafter be put in place covering such testing and understands and agrees that Employee's consent to this is a material inducement to Employer to enter into this agreement and to provide for the employment of Employee hereunder. d. If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement, or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable; in no event shall this Agreement be rendered void or unenforceable. e. The headings to the Sections of this Agreement are for convenience of reference only and shall not be given any effect in the construction or enforcement of this Agreement. f. This Agreement shall inure to the benefit of and be binding upon the successor and assigns of Employer, but no interest in this Agreement shall be transferable in any manner by Employee. g. This Agreement, the Letter Agreement dated of even date herewith and the agreements referred to therein constitute the entire agreement and understanding between the parties and supersedes all prior discussions, agreements and undertakings, written or oral, of any and every nature with respect thereto. 11 h. This Agreement may be executed by the parties hereto in separate counterparts which together shall constitute one and the same instrument. i. In the event of the termination or expiration of this Agreement, the provisions of Sections 6, 7, 8 and 10 hereof shall remain in full force and effect, in accordance with their respective terms. IN WITNESS WHEREOF, this Agreement has been executed as of the date stated at the beginning of this Agreement. M.H. MEYERSON & CO., INC. By:/s/ Martin H. Meyerson ---------------------- Martin H. Meyerson Chairman /s/ John P. Leighton - -------------------- John P. Leighton 12 EX-99.C 5 file004.txt OPTION AGREEMENT M.H. MEYERSON & CO., INC. OPTION AGREEMENT GRANT OF OPTION AGREEMENT dated as of January 14, 2003 by and between M.H. MEYERSON & CO., INC., a New Jersey corporation with offices at 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310 (the "Company"), and JOHN P. LEIGHTON, residing at 180 Nassau Blvd., Garden City, New York 11530 (the "Holder"). SECTION 1. GRANT OF OPTION. (a) Option. Pursuant to the provisions of the 2003 Employees Stock Option Plan (the "Plan"), the Company hereby grants to the Holder, subject to the terms and conditions of the Plan and the terms and conditions set forth herein, the right and option ("Option") to purchase from the Company all or any part of an aggregate of Three Hundred and Seventy Five Thousand (375,000) shares of common stock, $.01 par value ("Shares") of the Company, such Option to be exercised as hereinafter provided. SECTION 2. TERMS AND CONDITIONS. It is understood and agreed that the Option granted hereby is subject to the following terms and conditions: (a) Exercise Price. The price per share for Shares purchased upon the exercise of this Option shall be Forty Cents ($.40). (b) Expiration Date. The Option granted shall commence to be exercisable as described below and shall expire five (5) years from the date hereof, except as otherwise provided herein, in the Plan or any other agreement between the parties hereto pursuant to which a shorter period is prescribed. The Option is fully vested on the date hereof. (c) Conditions to Exercise of the Option. (i) No part of this Option may be exercised until each of the following events shall have occurred: A. Either (1) the Shares subject to the Option shall have been effectively registered under the Securities Act of 1933, as amended (the "Securities Act") and, if necessary, under any applicable state securities laws, or (2) counsel for the Company shall have rendered its opinion to the Company to the effect that an exemption from such registration is available; and B. The Shares subject to the Option shall meet the rules of any stock exchanges or automated quotation systems on which Shares of the Company may then be listed. (ii) If in any time in the future, the Shares subject to the Option shall not have been effectively registered under applicable securities laws, the Company may require as a condition to the exercise of the Option that the Holder make such representations to the Company as the Company shall deem appropriate, on the advice of counsel, including, without limitation, a representation to the effect that the Holder is purchasing the Shares to be acquired upon the exercise of the Option for his own account for investment only and not with a view to distribution or with any present intention of reselling any such Shares, and that the Shares may not be sold or disposed of, except in accordance with the Securities Act. (d) Method of Exercise. The Option may be exercised in whole or in part at any time. The Option cannot be exercised for less than 100 Shares or multiples thereof unless such exercise is for the entire amount of Shares then vested under the Option. (e) Payment of Purchase Price Upon Exercise of Option. At the time of any exercise of a Option, the purchase price of the Shares as to which the Option shall be exercised shall be paid in cash, by certified check or bank check. The Holder shall be responsible for and pay to the Company any withholding tax that may be the Holder's obligation to pay by virtue of the transactions contemplated herein. (f) Exercise Upon Death, Permanent Disability or Termination of Employment. This Option shall terminate 90 days after expiration or termination of employment of the Holder with the Company (and/or its affiliates) for whatever reason; accordingly: (i) In the event that the Holder dies (a) while an employee of the Company or of a subsidiary thereof, or (b) within 90 days after termination of such employment with the Company or a subsidiary thereof, the Option may be exercised within twelve months after the death of the Holder (but not later than the end of the fixed term of the Option) by his estate or by a person who acquires the right to exercise the Option by bequest or inheritance. (ii) If a Holder ceases to be an employee of the Company or a subsidiary thereof, whether as a result of termination by the Company or such subsidiary or by the Holder, normal retirement, early retirement, expiration of employment, or disability retirement, either physical or mental, or any other reason, the Option may be exercised by him, his attorney-in-fact, or his guardian, as appropriate, at any time after the date on which he ceases to be an employee (but no later than 90 days after the Holder ceases to be such), so long as such exercise date is not beyond the expiration date of this option provided in Section 2(b) hereof. (g) Nontransferability of Option. No Option shall be transferable otherwise than by will 2 or the laws of descent and distribution or a qualified domestic relations order ("QDRO") as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and the Option may be exercised during the lifetime of the holder hereof, only by him or his legal representatives or pursuant to a QDRO. Except to the extent provided above, the Option may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. (h) Adjustment Upon Change of Shares. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting shares of the Company, the number and class of Shares then subject to the Option previously granted, and the price per Share payable upon exercise of such Option shall be equitably adjusted by the Committee to reflect the change. (i) No Rights as Stockholder. The Holder shall have no rights as a stockholder with respect to any Shares subject to the Option before the date of issuance to the Holder of a certificate or certificates for such Shares. (j) No Right to Continued Employment. The Option shall not confer upon the Holder any right with respect to continuance of service (as a consultant or otherwise) or employment by the Company or any subsidiary thereof, nor shall it interfere in any way with the right of the employer to terminate such service or employment at any time. (k) Compliance With Law and Regulations. No Option shall be exercisable and no shares will be delivered except in compliance with all applicable federal and state laws and regulations, including, without limitation, compliance with withholding tax requirements and with the rules of all domestic stock exchanges on which the Company's Shares may be listed. Any share certificate issued to evidence shares for which a Option is exercised may bear legends and statements deemed advisable by the Committee to assure compliance with federal and state laws and regulations. No Option shall be exercisable, and no shares will be delivered, until the Company has obtained consent or approval from shareholders and/or regulatory bodies, federal or state, having jurisdiction over such matters as the Committee may deem advisable. SECTION 3. HOLDER BOUND BY PLAN. The Holder hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. SECTION 4. NOTICES. Any notice hereunder shall be deemed effective only if in writing and sent by certified mail, return receipt to the Company at its then principal address with a copy to Hartman & Craven LLP, 488 Madison Avenue, New York, NY 10022, Attention: Joel I. Frank; and with respect to the Holder, by transmission to the address listed on the first page hereof, subject to the right of either party to designate at any time hereafter in writing some other address. 3 IN WITNESS WHEREOF, M.H. MEYERSON & CO., INC., has caused this Agreement to be executed by its duly authorized officer and the Holder has executed this Agreement, both as of the day and year written at the beginning of this Agreement. M.H. MEYERSON & CO., INC. By:/s/ Martin H. Meyerson ---------------------- Martin H. Meyerson Chairman Accepted: /s/ John P. Leighton - -------------------- John P. Leighton EX-99.D 6 file005.txt STOCK PURCHASE WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. STOCK PURCHASE WARRANT To Purchase 1,000,000 Shares of Common Stock of M.H. MEYERSON & CO., INC. THIS CERTIFIES that, for value received, John P. Leighton (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on January 14, 2008 (the "Termination Date") but not thereafter, to subscribe for and purchase from M.H. MEYERSON & CO., INC., a corporation incorporated in the State of New Jersey (the "Company"), up to 1,000,000 shares (the "Warrant Shares") of common stock, $0.01 par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $.40. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Employment Agreement, dated as of January 14, 2003, pursuant to which this Warrant has been issued (the "Employment Agreement"), this Stock Purchase Warrant shall control. 1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. 2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 3. Vesting of Warrant: The Stock Purchase Warrant shall vest and become exercisable as to the number of shares of Common Stock listed in the chart below if the First Milestone, Second Milestone and/or Third Milestone (as such terms are hereinafter defined) are met:
Milestone No. of Shares of Common Stock --------- ----------------------------- First Milestone 333,333 Second Milestone 333,333 Third Milestone 333,334
For purposes of the Stock Purchase Warrant, the First Milestone, Second Milestone and Third Milestone are defined as follows: (a) For the period commencing February 1, 2003 and ending July 31, 2003, the Company must achieve Pre-tax Earnings of Five Hundred Thousand Dollars ($500,000) (the "First Milestone"); (b) For the period commencing August 1, 2003 and ending January 31, 2004, the Company must achieve Pre-tax Earnings of One Million Dollars ($1,000,000) (the "Second Milestone"); (c) For the period commencing February 1, 2004 and ending July 31, 2004, the Company must achieve Pre-tax Earnings of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Third Milestone"). For purposes of the Stock Purchase Warrant, the term "Pre-tax Earnings" shall mean the Company's "Income before income taxes" as reflected in the Company's periodic filings with the Securities and Exchange Commission (the "SEC"). Each Milestone is an independent Milestone and must be satisfied separately. That is, if the First Milestone is not met, vesting of the shares of Common Stock allocated to such First Milestone cannot be recovered based on the results for the Second or Third Milestone. Furthermore, results achieved during the period comprising the First Milestone shall not be counted towards the Second Milestone. For example, if for the period comprising the First Milestone Pre-tax Earnings are Four Hundred Thousand Dollars ($400,000), the First Milestone has not been met. In order to meet the Second Milestone, the Company must have Pre-tax Earnings of One Million Dollars ($1,000,000) during the period comprising the Second Milestone, without including the Four Hundred Thousand Dollars ($400,000) achieved during the First Milestone. Notwithstanding the Company's failure to meet the First Milestone or Second Milestone, if such failure occurs, if at any time during the period commencing February 1, 2003 and ending July 31, 2004, the Company's Pre-tax Earnings as reflected in the Company's periodic filings with the SEC aggregate Three Million Dollars ($3,000,000), the Stock Purchase Warrant shall be accelerated and fully vested. Determination of whether a particular Milestone or other Pre-tax Earnings target has been met shall be made by the Company's auditors. The auditors, after conducting such review as shall be deemed necessary, will verify in writing whether or not the Milestone or other Pre-tax Earnings target has been met. Notwithstanding anything to the contrary contained in the foregoing, the Stock 2 Purchase Warrant shall be accelerated and fully vested in the event of a Change of Control. For purposes of the Stock Purchase Warrant, a "Change in Control" of the Company shall be deemed to have occurred if (i) any person, entity or group of persons or entities acting in concert, excluding any officer or director of the Company or any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with any officer or director of the Company (collectively, a "Third Person") becomes the beneficial owners of 50% or more of the then outstanding shares of Common Stock of the Company, (ii) any Third Person holds revocable or irrevocable proxies entitling them to vote 50% or more of the then outstanding shares of the Company's Common Stock (other than the persons named as proxies in any Proxy Statement prepared by management of the Company in connection with an annual or special meeting of stockholders called by an officer or the Board of Directors), (iii) a merger, sale of substantially all the assets of the Company, share exchange, consolidation or other business combination (as defined in the New Jersey Business Corporation Law) of the Company and any other Third Person, as a result of which the Company's Common Stock becomes exchangeable for other securities or property or cash, or (iv) if a majority of the members of the Board of Directors is replaced during any 12?month period between the Initial Exercise Date and the Termination Date but only if the directors who replace such majority have not been elected either by the remaining members of the Board of Directors or by the stockholders of the Company. The Holder acknowledges that this Warrant shall be null and void if shareholder approval for the issuance hereof is not obtained at the Company's next Annual Meeting of Shareholders. In the event such approval is not so obtained, the Company and the Holder will agree upon alternative compensation within thirty (30) days of the holding of such Annual Meeting. If the Company and the Holder cannot agree on the alternative compensation within such time period, the matter shall be submitted to arbitration in accordance with Section 17(a) for a final determination. 4. Exercise of Warrant. (a) Subject to the vesting provisions of Section 3 hereof, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date, and before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder hereof within three (3) Business Days ("Business Days") after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 6 prior to the issuance of such shares, have been paid. For purposes of the Stock Purchase Warrant, the term "Business Day" means any day other than a Saturday, Sunday or other day on which banks in New York City are authorized to close. 3 (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 5. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to the Exercise Price. 6. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 7. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant. 8. Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of shares of Common Stock without having a new Warrant issued. (b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new 4 Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 8(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 8. (d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. 9. No Rights as Stockholder until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 10. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 12. Adjustments of Exercise Price and Number of Warrant Shares. (a) Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of 5 Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Reorganization, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, merge or consolidate with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, merger, consolidation or sale, transfer or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, merger, consolidation, sale, transfer or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, merger, consolidation, sale, transfer or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this Section 12, "common stock of the successor or acquiring 6 corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event, and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, mergers, consolidations, sales, transfers or dispositions of assets. 13. Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 14. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or certified mail, return receipt requested, to the Holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be conclusive evidence of the correctness of such adjustment. 15. Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right; or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) at least 30 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution, right to subscribe or right or for determining rights to vote in respect of any such reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up, and (ii) in the case of any such reorganization, 7 reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, recapitalization, consolidation, merger, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d). 16. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed. For purposes of the Stock Purchase Warrant, "Principal Market" shall mean initially the Nasdaq National Market and shall include the American Stock Exchange, Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange or the OTC Bulletin Board if the Company is listed and trades on such market or exchange. The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefore upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of shares 8 of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 17. Miscellaneous. (a) Jurisdiction. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of Jersey, without regard to its conflict of law principles or rules, and be subject to arbitration pursuant to the terms set forth in the Employment Agreement. (b) Restrictions. The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. (c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully fails to comply with any provision of this Warrant, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. (d) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder hereof by the Company shall be delivered in accordance with the notice provisions of the Employment Agreement. (e) Limitation of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. (f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 9 (g) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares. (h) Indemnification. The Company agrees to indemnify and hold harmless Holder from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, reasonable attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder in any manner relating to or arising out of any failure by the Company to perform or observe in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Warrant; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final non-appealable judgment by a court to have resulted from Holder's negligence, bad faith or willful misconduct in its capacity as a stockholder or warrant holder of the Company. (i) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. (j) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. (k) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: January 14, 2003 M.H. MEYERSON & CO., INC. By:/s/ Martin H. Meyerson ---------------------- Martin H. Meyerson Chairman 10 NOTICE OF EXERCISE (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Stock Purchase Warrant) To M.H. MEYERSON & CO., INC.: In accordance with the Warrant enclosed with this Notice of Exercise, the undersigned hereby irrevocably elects to purchase _____shares of common stock, $0.01 par value per share, of M.H. MEYERSON & CO., INC. (the "Common Stock") and encloses herewith $_______ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Stock Purchase Warrant) for the number of shares of Common Stock to which this Notice of Exercise relates together with any applicable taxes payable by the undersigned pursuant to the Stock Purchase Warrant. The undersigned requests the certificates for the shares of Common Stock issuable upon this exercise in the name of ____________________________. PEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- - ------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Stock Purchase Warrant, the undersigned requests that a new Stock Purchase Warrant evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: - ------------------------------------------------------------------------------- (Please print name and address) Dated:_____________ Name of Holder: -------------------------------------- (Print) By: ----------------------------------- Name: Title: (Signature must conform in all respects to name of holder as specified on the face of the Stock Purchase Warrant) 11 ASSIGNMENT FORM (To be executed by the registered holder if such holder desires to transfer the attached Stock Purchase Warrant.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________, having an address at _____________________________, the attached Stock Purchase Warrant to the extent of the right to purchase ____________shares of Common Stock, $0.01 par value per share, of M.H. MEYERSON & CO., INC. (the "Company"), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ____________________ as attorney to transfer such Stock Purchase Warrant on the books of the Company, with full power of substitution. Dated:_________________ ---------------------------- Print name of holder of Warrant By: Name: Title: NOTICE The signature on the foregoing Assignment must correspond to the name as written upon the face of this Stock Purchase Warrant in every particular, without alteration or enlargement or any change whatsoever. 12 -----END PRIVACY-ENHANCED MESSAGE-----