Exhibit 10.5


 


EXECUTION COPY


 


June 3, 2009


 


Jeffrey Solomon


At the address last on the records of Ramius


 


Dear Jeff:


 


As you know, Cowen Group, Inc.
(“Cowen”) has entered into a Transaction Agreement and Agreement and Plan of
Merger (the “Transaction Agreement”) with LexingtonPark Parent Corp. (the “Company”),
Lexington Merger Corp., Park Exchange LLC (the “Exchange Sub”), and Ramius
LLC (“Ramius”), pursuant to which, among other things, Cowen will become a
wholly owned subsidiary of the Company, and Exchange Sub will acquire
substantially all of the assets and assume all of the liabilities of Ramius (collectively,
the “Transaction”).  The Company and the
Exchange Sub desire to have your continued dedication and service pending and
following the Transaction.  Accordingly,
we are pleased to offer you continued employment with the Company and its
subsidiaries, and we look forward to continuing our mutually rewarding and
beneficial relationship.  This letter
agreement (the “Agreement”) will outline the terms of your continued
employment.  This Agreement will become
effective upon the Effective Time (as defined in the Transaction Agreement)
(the “Effective Date”) and, as more fully set forth below, shall, as of the
Effective Date, supersede any and all prior employment agreements and letters
concerning your employment with Ramius and its subsidiaries, including, without
limitation the Employment Agreement by and between Ramius and you, dated as of September 30,
2004 (the “Previous Employment Agreement”).


 


1.             Term.
 This Agreement provides the details of
the terms of your employment from and following the Effective Date until
termination of your employment (the “Term”), and certain other terms and
conditions of your employment with the Company and its subsidiaries that
continue beyond the Term unless otherwise specified.


 


2.             Position.  You shall be employed as Executive Managing
Director of the Company and shall report directly to the Chief Executive
Officer of the Company, and you shall also be appointed, on the Effective Date,
to serve as a member and Chairman of the Company’s Operating Committee.  You shall have the duties, responsibilities
and authority commensurate with your title and position.  You shall continue to be subject to, and must
comply with, all policies and procedures applicable to employees of the Exchange
Sub, as now existing or as may be modified or supplemented from time to time by
the Exchange Sub.


 


3.             Compensation and Benefits.


 


(a)           Base
Salary.  You will be paid a base
salary at the rate of not less than Four Hundred Thousand Dollars ($400,000)
per annum (“Base Salary”), payable in accordance with the Company’s prevailing
payroll practices but no less frequently than monthly.  The term Base Salary as utilized in this
Agreement shall refer to Base Salary as in effect from time to time,


 

















 


including
any increases.  Except as otherwise
provided in this Agreement, any obligation to pay your Base Salary will cease
upon the termination of your employment.


 


(b)           Annual
Bonus.  For each calendar year during
which you are employed by the Exchange Sub, you shall be entitled to earn an
annual performance-based bonus pursuant to a Company bonus plan as determined
by the Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”).  The total annual bonus that
may be earned by you for any calendar year is referred to herein as the “Annual
Bonus.”  Your Annual Bonus shall be
determined by the Compensation Committee consistently with and on the same
basis as, and shall have terms and conditions no less favorable than those that
apply to, other similarly situated executives of the Company, provided that you
shall be entitled to a minimum Annual Bonus equal to Two Hundred Thousand
Dollars ($200,000) for each completed calendar year ending during the Term
(excluding any Notice Period, as defined below, upon a voluntary termination
without Good Reason, as defined below). 
Your Annual Bonuses may, at the discretion of the Compensation
Committee, and consistent with similarly situated executives of the Company,
include a certain percentage of restricted securities, other stock or
security-based awards or deferred cash or other deferred compensation.


 


(c)           Benefits.  During the Term, you will be entitled to
employee benefits, fringe benefits and perquisites consistent with, and on the
same basis as, similarly situated executives of the Company, subject to the
terms of the Transaction Agreement, including, without limitation, the
provisions contained in Section 7.6 thereof.


 


(d)           Expense
Reimbursement.  During the Term, the
Company shall reimburse you for all reasonable expenses incurred by you in the
performance of your duties in accordance with the Company’s policies applicable
to similarly situated executives of the Company.  All reimbursements provided under this
Agreement shall be made or provided in accordance with the requirements of Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(e)           Vacation.  During the Term, you shall be eligible for
paid-time off in accordance with the Company’s vacation policy.


 


4.             Termination of Employment.


 


(a)           By
the Company Other than for Death, Disability or for Cause; By You for Good
Reason.  If your employment is
terminated (i) by the Company for any reason other than due to (x) your
death or Disability (as defined below) or (y) for Cause (as defined below)
or (ii) by you upon resignation for Good Reason (as defined below), you
shall be entitled to receive (A) that portion of your Base Salary earned,
but unpaid as of the date of termination, paid within thirty (30) days of the
date of your termination, (B) any Annual Bonus earned by you for a prior
completed calendar year to the extent not theretofore paid and not theretofore
deferred (with any such deferred amounts to be paid in accordance with and at
the times set forth in the applicable 


 


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deferral
arrangement) paid at the same time as all other Company annual bonuses are paid
for the year in which your employment terminates, but in no event later than March 15
of the calendar year following the year in which your employment terminates (the
amounts described in clauses (A) and (B), and the times at which such
amounts are paid, shall be hereinafter referred to as the “Accrued Obligations”),
(C) you shall be entitled to receive a lump sum cash payment (the “Separation
Payment”) equal to two (2) times the sum of (x) your Base Salary as
of the end of the calendar year immediately preceding the calendar year in
which such termination occurs, and (y) the cash portion of your Annual
Bonus in respect of the calendar year immediately preceding the calendar year
in which such termination occurs, and (D) (1) any outstanding equity
awards (including awards held by you pursuant to the Ramius LLC Employee
Ownership Program) shall become fully vested and exercisable and any
restrictions thereon shall lapse effective as of your date of termination (provided
that any delays in payment or settlement set forth in such grant or award
agreements that are required under Section 409A shall remain effective)
and (2) any stock options outstanding as of your date of termination shall
remain exercisable for the remainder of the respective terms of such stock
options (taking into account any provisions of the equity incentive plan or
option agreements that cause them to expire or be replaced in connection with
changes in control or similar events) (clauses (1) and (2) collectively
referred to herein as the “Equity Benefits”). 
In order to receive the Separation Payment, you will also be required to
sign a Settlement Agreement and Release of the Company in a form customarily used
by the Company, which will include a general release of known and unknown
claims, provisions relating to return of Company property and non-disparagement
and a requirement to cooperate regarding any future litigation (the “Release”)
within fifty-two (52) days of the date of termination of your employment (or
such earlier time as may be permissible under the Release taking into account
any revocation period).  The Separation
Payment shall be paid to you within ten (10) days following the expiration
of the revocation period applicable to the Release, and in no event later than sixty
(60) days of the date of termination of your employment, assuming you have
signed, returned to the Company and not revoked the Release.


 


(b)           Death
or Disability.  Your employment shall
terminate on your death.  If you become “Disabled,”
the Company may terminate your employment by giving you thirty (30) days’
written notice of its intention to do so unless you return to full-time
performance of your duties within such thirty (30)-day period.  “Disabled” and “Disability,” as used herein,
shall mean your inability to perform the essential duties and responsibilities
of your job with or without reasonable accommodation, for a continuous period
of ninety (90) days or more, or for one hundred twenty (120) days or more in a
twelve (12)-month period, due to a physical or mental condition.  Disputes on the issues of Disability shall be
determined by an impartial, reputable physician agreed upon by the parties or
their respective doctors.  Upon
termination under this paragraph 4(b), you or your estate shall be entitled to
receive (i) the Accrued Obligations and (ii) the Equity Benefits.


 


(c)           Termination
for Cause.  The Company may terminate
your employment with or without Cause. 
Upon termination of employment for Cause, you shall be entitled to
receive only that portion of your Base Salary earned, but unpaid, as of the
date of termination, 


 


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payable
no later than thirty (30) days after your date of termination.  For purposes of this Agreement, “Cause” shall
mean the occurrence of an event set forth in clauses (i) through (iv) below
as determined by the Company in good faith:


 


(i)            your conviction of any crime
(whether or not related to your duties at the Company), with the exception of
minor traffic offenses;


 


(ii)           fraud, dishonesty, gross negligence
or substantial misconduct in the performance of your duties and
responsibilities of your employment;


 


(iii)          your material violation of or failure
to comply with the Company’s internal policies or the rules and
regulations of any regulatory or self-regulatory organization with jurisdiction
over the Company;


 


(iv)          your failure to perform the material
duties of your position.


 


In the case of clauses (ii) through
(iv) above, to the extent your alleged breach is reasonably subject to
cure, your employment shall not be terminated for Cause unless and until you
have been given written notice and shall have failed to correct any such
violation, failure or refusal to follow instructions within ten (10) business
days of such notice.


 


(d)           Termination
By You without Good Reason.  You may terminate
your employment with or without “Good Reason”. 
Upon termination of your employment by you without Good Reason, you
shall be entitled to receive only that portion of your Base Salary earned, but
unpaid, as of the effective date of termination, payable no later than thirty
(30) days after the effective date of termination.  For purposes of this Agreement, “Good Reason”
shall mean:


 


(i)            any requirement that your services
during the Term be rendered primarily at a location or locations other than the
Company’s offices in New York, New York;


 


(ii)           a material diminution by the Company of
your roles and responsibilities as the Executive Managing Director of the
Company;


 


(iii)          any change in your reporting
relationship such that you no longer report directly to the Chief Executive
Officer of the Company; or


 


(iv)          any material breach of this Agreement
by the Company.


 


In order to invoke a
termination for Good Reason, you must provide written notice to the Company of
the existence of the conditions giving rise to such “Good Reason” within ninety
(90) days following your knowledge of the initial existence of such condition
or conditions, and the Company shall have thirty (30) days following receipt of
such written notice (the “Cure Period”) during which 


 


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it may remedy the
condition.  In the event that the Company
fails to remedy the condition constituting Good Reason during the Cure Period,
you must deliver notice to the Company of your intention to terminate employment,
if at all, within ninety (90) days following the Cure Period in order for such
termination to constitute a termination for Good Reason.


 


(e)           Further
Effect of Termination on Board and Officer Positions.  If your employment ends for any reason, you
agree that you will cease immediately to hold any and all officer or director
positions you then have with the Company or any subsidiary, absent a contrary
direction from the Board of Directors of the Company (which may include either
a request to continue such service or a direction to cease serving upon notice
without regard to whether your employment has ended).  You hereby irrevocably appoint the Company to
be your attorney-in-fact to execute any documents and do anything in your name
to effect your ceasing to serve as a director and officer of the Company and
any subsidiary, should you fail to resign following a request from the Company
to do so.  A written notification signed
by a director or duly authorized officer of the Company that any instrument,
document or act falls within the authority conferred by this clause will be
conclusive evidence that it does so.


 


(f)            No
Mitigation; Offset.  In no event
shall you be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to you under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not you obtain other
employment.  In the event of your
termination of employment, the Company may offset, to the fullest extent
permitted by law, any amounts due to the Company from you, or advanced or
loaned to you by the Company, from any monies owed to you or your estate by
reason of your termination, except to the extent such withholding or offset is
not permitted under Section 409A without the imposition of additional
taxes or penalties on you.


 


5.             Notice
of Termination.  You shall not
voluntarily terminate your employment relationship with the Company or any of
its affiliates without Good
Reason (including, due to retirement) without
first giving the Company at least one hundred eighty (180) days’ prior written
notice of the effective date of your retirement, resignation or other
termination (the “Notice Period”).  Such
written notice shall be sent by certified mail to the
General Counsel of the Company at the Company’s primary New York address.  The Company retains
the right to waive the notice requirement in whole or in part or to place you
on paid leave for all or part of the Notice Period.  In the alternative, at any time after you
give notice, the Company may, but shall not be obligated to, provide you with
work and (a) require you to comply with such conditions as it may specify
in relation to transitioning your duties and responsibilities; (b) assign
you other duties; or (c) withdraw any powers vested in, or duties assigned
to you.  You and the Company shall take
all steps necessary (including with regard to any post-termination services by
you) to ensure that any termination of your employment described in this
Agreement constitutes a “separation from service” within the meaning of Section 409A,
and notwithstanding anything contained herein to the contrary, the date on
which such separation from service takes place shall be the “date of termination
of your employment.”


 


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6.             Non-Solicitation.  While employed and for a period of one (1) year
following your date of termination for any reason whatsoever, you shall not,
without the prior written consent of the Company, directly or indirectly:  (a) solicit or induce, or cause others
to solicit or induce, any employees of the Company to leave the Company or in
any way modify their relationship with the Company; (b) hire or cause
others to hire any employees of the Company; (c) encourage or assist in
the hiring process of any employees of the Company or in the modification of
any such employee’s relationship with the Company, or cause others to
participate, encourage or assist in the hiring process of any employees of the
Company; or (d) directly or indirectly solicit the trade or patronage of
any clients or customers or any prospective clients or customers of the Company
with respect to any investment banking or alternative investment products,
services, trade secrets or other investment banking or alternative investment
product matters in which the Company is active, which
includes, but is not limited to, investment banking, hedge fund and private
equity investments, sales and trading and/or research.  For purposes of
paragraphs 6, 7, 8, and 9 of this Agreement, Company shall mean the Company and
its controlled affiliates. This provision shall survive the expiration of the
Term.


 


7.             Non-Competition.  During the Term (including any applicable
Notice Period), you may not, anywhere in the United States or elsewhere in the
world, directly or indirectly, be employed by, assist or otherwise be
affiliated with any Competitor of the Company. 
For purposes of this Agreement, “Competitor” of the Company shall mean
any public or private investment banking or commercial banking firm, as well as
any firm engaging in alternative investment strategies, including hedge fund
and private equity fund investments, as well as any of such firms’ subsidiaries
or controlled affiliates; provided, that
ownership for personal investment purposes only of less than 2% of the voting
stock of any publicly held corporation shall not constitute a violation hereof.


 


8.             Non-Disclosure
of Confidential Information.  You
shall not at any time, whether during your employment or following the
termination of your employment, for any reason whatsoever, directly or
indirectly, disclose or furnish to any entity, firm, corporation or person,
except as otherwise required by law or in the direct performance of your
duties, any confidential or proprietary information of the Company with respect
to any aspect of its operations, business or clients.  “Confidential or proprietary information”
shall mean information generally unknown to the public to which you gain access
by reason of your employment by the Company and includes, but is not limited
to, information relating to all present or potential customers, business and
marketing plans, sales, trading and financial data and strategies, operational
costs, and employment benefits and compensation.  This provision shall survive the expiration
of the Term.


 


9.             Company
Property.  All records, files,
memoranda, reports, customer information, client lists, documents and equipment
relating to the business of the Company, which you prepare, possess or come
into contact with while you are an employee of the Company, shall remain the
sole property of the Company. You agree that upon the termination of your
employment, you shall provide to the Company all documents, papers, files or
other material in your possession and under your control that are connected
with or derived from your services to 


 


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the
Company.  You agree that the Company owns
all work product, patents, copyrights and other material produced by you during
your employment with the Company.  This
provision shall survive the expiration of the Term.


 


10.           Injunctive
Relief.  In the event of a breach by
you of your obligations under this Agreement, the Company, 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
Agreement.  You acknowledge that the
Company shall suffer irreparable harm in the event of a breach or prospective
breach of paragraphs 6, 7, 8, and/or 9 hereof and that monetary damages would
not be adequate relief.  Accordingly, the
Company shall be entitled to seek injunctive relief in any federal or state
court of competent jurisdiction located in New York County, or in any state in
which you reside.  This provision shall
survive the expiration of the Term.


 


11.           Arbitration.  Any and all disputes arising out of or
relating to your employment or the termination of your employment pursuant to
this Agreement, including any statutory claims based on alleged discrimination,
will be submitted to and resolved exclusively by the American Arbitration
Association (“AAA”) pursuant to the AAA’s Employment Arbitration Rules and
Mediation Procedures.  The arbitration
shall be held in the City of New York. 
The Company and you each hereby irrevocably waive any right to a trial
by jury in any action, suit or other legal proceeding arising under or relating
to any provision of this Agreement.  The
arbitration award shall be binding upon both parties, and judgment upon the
award may be entered in a court of competent jurisdiction.


 


12.           Severability.  Should any provision herein be rendered or
declared legally invalid or unenforceable by a court of competent jurisdiction
or by the decision of an authorized governmental agency, invalidation of such
part shall not invalidate the remaining portions thereof.


 


13.           Complete
Agreement.  The provisions herein
contain the entire agreement and understanding of the parties regarding
compensation and your employment and shall, as of the Effective Date, fully
supersede any and all prior agreements, representations, promises or
understandings, written or oral, between them pertaining to the subject matter,
including, without limitation the Previous Employment Agreement.  In the event that either (i) the Transaction
is not consummated, (ii) the Transaction Agreement is terminated in
accordance with its terms, or (iii) your employment with Ramius has
terminated prior to the Effective Date, this Agreement shall be null and void ab initio and of no further force and effect.  The provisions of this Agreement may not be
changed or altered except in writing signed by you and a duly authorized agent
of the Company.


 


14.           Choice
of Law.  The interpretation and
application of the terms herein, and your employment relationship at the
Company, shall be governed by the laws of the State of New York without regard
to principles of conflict of laws.


 


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15.           No
Waiver.  Any failure by either party
to exercise its rights to terminate this offer or to enforce any of its
provisions shall not prejudice such party’s rights of termination or
enforcement for any subsequent or further violations, breaches or defaults by
the other party.  A waiver of any
provision of this Agreement shall not be valid or effective unless memorialized
in writing and signed by both parties to this Agreement.


 


16.           Assignment.  The rights and obligations of the Company
under this Agreement will be transferable, and all of its covenants and
agreements will be binding upon and be enforceable by its successors and
assigns.  You may not assign your rights
under this Agreement and the terms and conditions stated herein.


 


17.           Tax
Compliance.  The Company or any of
its applicable affiliates shall withhold from any amounts payable or provided
under this Agreement such federal, state or local taxes as shall be required to
be withheld under any applicable law or regulation and other required or
applicable deductions.  If and to the
extent any portion of any payment, compensation or other benefit provided to
you in connection with your separation from service (as defined in Section 409A)
is determined to constitute “nonqualified deferred compensation” within the
meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i),
as determined by the Company or any of its applicable affiliates in accordance
with its procedures, by which determination you hereby agree that you are
bound, such portion of the payment, compensation or other benefit shall not be
paid before the day that is six months plus one day after the date of
separation from service (as determined under Section 409A (the “New Payment Date”), except as Section 409A
may then permit.  The aggregate of any
payments that otherwise would have been paid to you during the period between
the date of separation from service and the New Payment Date shall be paid to
you in a lump sum on such New Payment Date, and any remaining payments will be
paid on their original schedule.  If you
die during the postponement period, the amounts and entitlements delayed on
account of Section 409A of the Code shall be paid to the personal
representative of your estate on the first to occur of the New Payment Date and
thirty (30) days after the date of your death. 
For purposes of this Agreement, each amount to be paid or benefit to be
provided shall be construed as a separate payment for purposes of Section 409A,
and any payments that are due within the “short term deferral period” as defined in Section 409A shall
not be treated as deferred compensation unless applicable law requires
otherwise.  Neither the Company nor any
of its applicable affiliates nor you shall have the right to accelerate or
defer the delivery of any such payments or benefits except to the extent
specifically permitted or required by Section 409A.  All reimbursements and in-kind benefits
provided under this Agreement that constitute deferred compensation within the
meaning of Section 409A shall be made or provided in accordance with the
requirements of Section 409A, including, without limitation, that (a) in
no event shall reimbursements to you under this Agreement be made later than
the end of the calendar year next following the calendar year in which the
applicable fees and expenses were incurred, provided, that you shall have
submitted an invoice for such fees and expenses at least ten (10) days
before the end of the calendar year next following the calendar year in which
such fees and expenses were incurred; (b) the amount of in-kind benefits that
you are entitled to receive in any given calendar year shall not affect the in-


 


8

















 


kind
benefits that you are entitled to receive in any other calendar year; (c) your
right to such reimbursements and in-kind benefits may not be liquidated or
exchanged for any other benefit; and (d) in no event shall your
entitlement to such reimbursements or such in-kind benefits apply later than
your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date).  This Agreement is intended to comply with the
provisions of Section 409A and shall, to the extent practicable, be
construed in accordance therewith.  In no
event shall a tax gross-up payment be paid later than the end of the year
following the year that the related taxes, or taxes on the underlying income or
imputed income, are remitted to the applicable taxing authority. Terms defined
in this Agreement shall have the meanings given such terms under Section 409A
if and to the extent required to comply with Section 409A.  In any event, neither the Company nor any of
its affiliates makes any representations or warrant and shall have no liability
to you or any other person if any provisions of or payments under this
Agreement are determined to constitute deferred compensation subject to Section 409A
but not to satisfy the conditions of Section 409A.


 


18.           Survivorship. 
Upon the expiration or other termination of this Agreement or your
employment, the respective rights and obligations of the parties hereto shall
survive to the extent necessary to carry out the intentions of the parties
under this Agreement.


 


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Please indicate your
acceptance of these terms by signing and returning one copy of this
Agreement.  The second copy is for your
records.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARK
  EXCHANGE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey Solomon

  
	
   

  	
  Name:
  Jeffrey Solomon

  
	
   

  	
  Title:   Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Kevin McCarthy

  
	
   

  	
  Name:  J. Kevin
  McCarthy

  
	
   

  	
  Title:   Manager

  



 


 


	
  ACKNOWLEDGED
  AND AGREED:

  
	
   

  
	
   

  
	
  LexingtonPark
  Parent Corp.

  
	
   

  
	
   

  
	
  By:

  	
   /s/ Jeffrey Solomon

  	
   

  
	
  Name:
   Jeffrey Solomon

  
	
  Title:
    President

  
	
   

  	
   

  
	
  By:

  	
   /s/ J. Kevin McCarthy

  	
   

  
	
  Name:  J. Kevin McCarthy

  
	
  Title:   Treasurer

  
				



 


 


ACKNOWLEDGED AND AGREED
(solely in respect of that portion of the Equity Benefits relating to the
Ramius Employee Ownership Program):


 


	
  Ramius
  LLC

  
	
  By:
  C4S & Co., L.L.C., its managing member

  
	
   

  
	
  By:

  	
   /s/ Peter A. Cohen

  	
   

  
	
  Name:
   Peter A. Cohen

  
	
  Title:  
  Managing Member

  



 


 


[Signature
Page to Solomon Employment Letter]


 

















 


	
   

  
	
  AGREED AND ACCEPTED:

  
	
   

  
	
   

  
	
  Signed:

  	
  /s/ Jeffrey Solomon

  	
   

  
	
   

  	
  Jeffrey Solomon

  
	
   

  	
   

  
	
  Date:

  	
  June 3, 2009

  	
   

  



 


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