MEYERSON M H & CO INC /NJ/
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY DUDZINSKI
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN THE COMPANY DUDZINSKI
<TEXT>
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                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT entered into as of February 21, 2000 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 ANTHONY F. DUDZINSKI,
JR., residing at 1015 Stonegate Ct, Roswell. GA 30075 ("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 Vice President of Operations,
      for the purpose, among other things, of supervising and managing the back
      office operations of Employer, as well as, where requested by senior
      management of Employer, supervising or assisting in operations of
      Employer's affiliates and subsidiaries including, without limitation,
      Emeyerson.com Inc.

      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 Vice President of Operations. 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 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 the
      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 NASD including,
      without limitation, his Series 4, 7, 24, 53 and 65 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.

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2.    Term

      The initial term of Employee's employment under this Agreement shall be
      for a one year term, to commence on February 21, 2000 and end on January
      31, 2001 (the "Initial Term"). Thereafter, this Agreement shall be
      automatically renewed and extended for consecutive one year renewal terms,
      unless either party sends to the other party a notice of non-renewal at
      least sixty (60) days prior to the expiration of the Initial Term or any
      renewal term (the "Renewal Term"). The Initial Term and Renewal Term are
      subject to earlier termination as set forth in Section 5. The actual term
      of employment is defined as "Term of Employment."

3.    Compensation

      Employer shall pay to Employee an annual base salary of $150,000 per
      annum. 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.

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 pre-submitted documented vouchers for
      such expenses, which must be approved in writing by a senior executive
      officer of Employer prior to the incurrence of such expense.

      (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.

      (c) Employer shall pay directly or reimburse Employee, for a period of the
      lesser of one year or until Employee and his family relocates to a
      reasonable commuting distance from Employer's place of business to the sum
      of up to approximately $1,200 per month for rental of an apartment
      including customary furnishings and living expenses, on a non-accountable
      basis. At such time as this payment ceases, Employer will pay directly or
      reimburse Employee for the leasing of an automobile at a cost of up to
      $500 per month for use by Employee in performing his duties under this
      Agreement.

      (d) Employee shall receive an option to acquire 25,000 shares of
      Employer's common stock at a price equal to 5% above the closing market
      price thereof on the commencement date of this Agreement, out of which
      12,500 shares shall vest on the date of grant and 12,500 shares shall vest
      on the first anniversary date thereof. Such grant shall be for a

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      term of five years, subject to earlier termination in the event of
      Employee's termination of employment and in Employer's customary form.

      (e) Employer agrees, on the commencement date of this Agreement, to loan
      Employee the sum of $200,000 for a term of three years without interest.
      Repayment of such loan shall be secured by a pledge by Employee of 50,000
      shares of Common Stock of Employer owned by Employee which Employee is
      purchasing from the Company at a price of $4.00 per share. The loan shall
      be without personal recourse, accelerated to become due upon termination
      of Employee's employment hereunder, and may be renewed at the sole option
      and election of Employer's Board of Directors for up to an additional
      three years. This arrangement shall be subject to obtaining the approval
      of The NASDAQ Stock Market Inc. and any conditions and limitations imposed
      by that body.

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
                      written directions of the person Employee reports to
                      (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 the
                      person Employee reports to 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
                      senior management, 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 period of ninety (90) days
                      during any

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                      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 National
                      Association of Securities Dealers, Inc. 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.

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 Employer or employ such individual during
      his employment with Employer and for a period of one (1) year after such
      individual terminates 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.

      (b)    Non-Disclosure and Non-Use.

             (i) Description of Confidential Information. For purposes of this
      Section 6(b),

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      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
      Emey, 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 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.

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             (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, 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.

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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, 460 Park
Avenue, New York, New York 10022, Attention: Edward I. Tishelman, 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 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 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.

      (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

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      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
      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 constitutes 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.

      (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.

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         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/ Michael Silvestri
                                                ---------------------



                                            /s/ Anthony F. Dudzinski, Jr.
                                            -----------------------------
                                            Employee - Anthony F. Dudzinski, Jr.



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