Exhibit 10.2


 


EQUITY AWARD AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is made by and between Cowen Group, Inc.
(the “Company”), and [NAME], (the “Grantee”), as of [DATE].


 


RECITALS


 


WHEREAS, the Company desires to grant to the Grantee the
restricted stock units described herein (the “Award”),
subject to the terms of the Cowen Group, Inc. 2010 Equity and Incentive
Plan, as amended from time to time (the “Plan”);
and


 


WHEREAS, the Award shall consist of a grant of restricted
stock units in accordance with the terms and subject to the conditions set
forth in this Agreement and the Plan; and


 


WHEREAS, the Grantee has accepted the grant of the Award
and hereby agrees to the terms and conditions hereinafter stated; and


 


WHEREAS, the capitalized terms used but not defined herein
shall have the respective meanings given to them in the Plan;


 


NOW, THEREFORE, in
consideration of the foregoing recitals and of the promises and conditions
herein contained, it is agreed as follows:


 


ARTICLE
I



GRANT OF RESTRICTED STOCK UNITS


 


Section 1.1
- Grant of Restricted Stock Units.


 


The Award granted to the Grantee by the Company as
of [DATE] (the “Grant Date”) consists of
[NUMBER] restricted stock units (“RSUs”)
pursuant to the terms and subject to the conditions and restrictions of this
Agreement and the Plan.  Each RSU
constitutes an unfunded and unsecured promise of the Company to deliver (or
cause to be delivered) to the Grantee upon settlement, subject to the terms of
this Agreement, one share of Stock. 
Until such settlement and delivery, the Grantee has only the rights of a
general unsecured creditor, and no rights as a shareholder of the Company,
provided that, whenever a normal cash dividend is paid on shares of Stock, the
Company shall credit to the Grantee an amount of cash equal to the product of
the per-share amount of the dividend paid times the number of then unsettled
RSUs.  Such credited amounts shall be
paid to the Grantee when and only to the extent the Stock underlying the RSU is
transferred to the Grantee in accordance with Section 1.2 hereof.


 


Section 1.2
- Vesting and Settlement.


 


[VESTING
AND SETTLEMENT SCHEDULE]


 

















 


Section 1.3
- Forfeiture.


 


Except as set forth above
[or pursuant to the Employment Agreement, if any], if the Grantee’s [employment
or] service with the [Employer][Board] is terminated, then any unvested or
unsettled RSUs awarded herein shall immediately be forfeited to the Company
[(and in the case of a voluntary resignation, such forfeiture shall occur as of
the commencement of the Notice Period, as described below)], and neither the
Grantee nor any of the Grantee’s successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such
then-unvested or unsettled RSUs. 
Additionally, if the Company reasonably determines that the Grantee has
violated any of the restrictive covenants set forth in Section 2.3 herein
or to which Grantee is otherwise subject, then any then-unsettled RSUs shall
immediately be forfeited to the Company, and neither the Grantee nor any of the
Grantee’s successors, heirs, assigns, or personal representatives shall
thereafter have any further rights or interests in such unsettled RSUs.


 


Section 1.4
- Taxes.


 


The Grantee shall pay promptly upon request, at the
time the Grantee recognizes taxable income in respect of the shares underlying
the Award, the minimum amount equal to the federal, state, and local taxes the
Company determines are required to be withheld under applicable tax laws with
respect to the Award (the “Tax Withholding Amount”).  Such payment to the Company may be effected
through (a) payment by the recipient to the Company of the aggregate
withholding taxes in cash or cash equivalents; (b) at the discretion of
the Company, the Company’s withholding from the number of shares of Stock that
would otherwise be delivered to the Grantee upon settlement of the RSUs, a
number of shares of Stock with an aggregate fair market value on the date of
settlement (as determined by the Company) equal to the aggregate amount of
withholding taxes; or (c) at the discretion of the Company, any
combination of these two methods.


 


ARTICLE
II



MISCELLANEOUS


 


Section 2.1
- Definitions.


 


(a)                                  “Affiliate” means, with respect to
any entity, any other entity that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such entity.


 


(b)                                 “Cause” shall have the meaning set
forth in the Employment Agreement, provided that if the Grantee is not a party
to any such Employment Agreement or such Employment Agreement does not contain
a definition of Cause, then Cause shall mean, when the [Employer][Board], in
its sole discretion in good faith, determines that: (1) the Grantee
has breached any provisions of the Plan or this Agreement, including, but not
limited to, any of the restrictive covenants set forth in Section 2.3
below, (2) the Grantee has been convicted of any crime (whether or not
related to the Grantee’s duties for the [Company][Employer] or any Affiliate), (3) the
Grantee has committed an act of fraud, dishonesty, gross negligence, or
substantial misconduct in his performance of his duties or responsibilities, (4) the
Grantee has 


 


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violated or has failed to comply with the internal
policies of the [Company][Employer] or any Affiliate or the rules and
regulations of any regulatory or self-regulatory organization with jurisdiction
over the [Company][Employer] or any Affiliate, or (5) the Grantee has
failed to perform the material duties of his position.


 


(c)                                  “Disability” shall [have the meaning
set forth in the Employment Agreement, provided that if the Grantee is not a
party to any such Employment Agreement or such Employment Agreement does not
contain a definition of Disability, then Disability shall ]mean that the
Grantee (1) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months or (2) is, by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering
employees of the [Company][Employer] or any Affiliate.


 


(d)                                 [“Employer” means the Company or the
Affiliate of the Company that employs the Grantee.]


 


Section 2.2
- [Notice of Termination.


 


If the Grantee has an Employment Agreement which
contains a requirement that the Grantee provide prior notice of termination,
then the terms of such Employment Agreement shall govern the requisite notice
period; provided, however, if the Grantee is not a party to any
such Employment Agreement or such Employment Agreement does not contain a
requirement that the Grantee provide prior notice of termination, then the
Grantee shall not voluntarily resign without first giving the Employer at least
one hundred eighty (180) days’ prior written notice of the effective date of
such resignation (the “Notice Period”).  Such written notice shall be sent in
accordance with Section 2.7 of this Agreement.  The Employer retains the right to waive the
notice requirement in whole or in part or to accelerate such date of
termination without changing the characterization of such termination as a
voluntary termination by the Grantee.  In
the alternative, at any time after the Grantee gives notice, the Company may,
but shall not be obligated to, provide the Grantee with work and (a) require
the Grantee to comply with such conditions as it may specify in relation to
transitioning the Grantee’s duties and responsibilities, (b) assign the
Grantee other duties, or (c) withdraw any powers vested in or duties
assigned to the Grantee, without changing the characterization of such
termination as a voluntary resignation by the Grantee.][FOR EMPLOYEES ONLY]


 


Section 2.3
- Restrictive Covenants.


 


(a)                                  [Non-Solicitation.  If the Grantee has an Employment Agreement
which contains a non-solicitation provision, then the terms of such Employment
Agreement shall govern the terms of this non-solicitation provision; provided,
however, if the Grantee is not a party to any such Employment Agreement
or such Employment Agreement does not contain a non-solicitation provision,
then the Grantee agrees that during the Grantee’s employment (including any
applicable Notice Period), and for six (6) months following any
termination thereof, the 


 


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Grantee shall not, without the Company’s prior
written consent, directly or indirectly (1) solicit or induce, or cause
others to solicit or induce, any director, officer, or employee of the Company
or any Affiliate, to leave the Company or such Affiliate or in any way modify
his relationship with the Company or such Affiliate, (2) hire or cause
others to hire any director, officer, or employee of the Company or any
Affiliate, (3) encourage or assist in the hiring process of any director,
officer, or employee of the Company or any Affiliate, or in the modification of
any such person’s relationship with the Company or such Affiliate, or cause
others to participate, encourage, or assist in the hiring process of any
director, officer, or employee of the Company or any Affiliate, (4) interfere
in any way with the rendering of professional services by or to the Company or
any Affiliate by any client, prospective client, consultant, independent
contractor, or vendor, or his or its respective individual employees, or (5) solicit
the trade or patronage of any client or customer or any prospective client or
customer of the Company or any Affiliate (for this purpose a prospective client
or customer shall only include prospective clients or customers who were
actively solicited within the six (6) month period prior to the Grantee’s
termination where the Grantee participated in or was aware of such
solicitation), for purposes of engaging in any business relationship with
respect to any products, services, trade secrets, or other matters in which the
Company or such Affiliate is active, provides or has committed plans to
provide; provided, however, if Grantee’s new employer solicits a
client or customer without Grantee’s knowledge and without Grantee’s
participation, then such client or customer shall not be deemed to be a client
or customer or prospective client or customer for purposes of this Section 2.3(a)(5).][FOR
EMPLOYEES ONLY]


 


(b)                                 Non-Disclosure
of Confidential Information.  The Grantee shall not at any time, whether
during the Grantee’s [employment][service] or following any termination
thereof, directly or indirectly, disclose or furnish to any entity, firm,
corporation, or person, except as otherwise required by applicable law, any
Confidential Information of the Company or any Affiliate; provided, however,
that in the event disclosure is required by applicable law, the Grantee shall,
as soon as reasonably practicable, provide the Company or such Affiliate, as
applicable, with prompt notice of such requirement prior to making any
disclosure, so that the Company or such Affiliate, as applicable, may, at its
sole expense, seek an appropriate protective order.  “Confidential Information”
shall mean information generally unknown to the public to which the Grantee
gains access by reason of the Grantee’s relationship with the Company or any
Affiliate, and includes, but is not limited to, information relating to all
present or potential customers, business and marketing plans, track records,
sales, trading, and financial data and strategies, salaries and employment
benefits, and operational costs. 
Confidential Information shall not include any information made
available to the public by the Company or any Affiliate or any third party
(other than acts by Grantee in violation of this Agreement), so long as such
third party is not known by Grantee to be bound by a confidentiality agreement
with the Company or any Affiliate or otherwise prohibited from transmitting the
information to Grantee by a contractual, legal or fiduciary obligation of which
Grantee is aware, nor shall it include general business or investment methods
or information that Grantee obtained prior to Grantee’s [employment with Employer][service
on the Board].


 


(c)                                  Non-Disparagement.  The Grantee shall not at any time, whether
during the Grantee’s [employment][service on the Board] or following any
termination thereof, and shall not cause or induce others to, defame or
disparage the Company or any Affiliate, or the directors, officers or employees
of the Company or any Affiliate.


 


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(d)                                 Company
Property.  All
records, files, memoranda, reports, customer information, client lists, documents,
and equipment relating to the business of the Company or any Affiliate that the
Grantee prepares or possesses, or with which the Grantee comes into contact, in
either case while the Grantee is [an employee of][providing services to] the
Company or any Affiliate, shall remain the property of the Company or such
Affiliate.  The Grantee agrees that upon
the Grantee’s termination of [employment][service] for any reason, the Grantee
shall provide to the Company and any Affiliate, as applicable, all documents,
papers, files, and other material in the Grantee’s possession and under the
Grantee’s control that are connected with or derived from the Grantee’s
services to the Company or any Affiliate. 
The Grantee agrees that the Company or the applicable Affiliate owns all
work product, patents, copyrights, and other material produced by the Grantee
during the Grantee’s [employment][service] 
with the Company and any Affiliate.


 


(e)                                  Compliance with
Company Policies.  The Grantee
agrees to comply fully with the applicable internal policies of the Company and
the Employer, as applicable, as such policies may be amended from time to time,
at any time, during the Grantee’s [service on the Board][employment by Company
or the Employer].


 


(f)                                    Cooperation.  The Grantee agrees to cooperate fully with
the Company [and the Employer] at any time, whether during the Grantee’s
[service on the Board][employment] or following any termination thereof, taking
into account the requirements of any subsequent employment by the Grantee, on
all matters relating to the Grantee’s [employment][services], which cooperation
shall be provided without additional consideration or compensation and shall
include, without limitation, being available to serve as a witness and be
interviewed and making available any books, records, and other documents within
the Grantee’s control, provided, however, that the Grantee need
not take any action hereunder that would constitute a violation of law or
obligation to any third party (except to the extent such obligation arises due
to any action taken by the Grantee with the intention to circumvent the
operation of this Section 2.3(f)) or cause a waiver of attorney-client
privilege.  Without limiting the
generality of the foregoing, the Grantee shall cooperate in connection with any
(1) past, present, or future suit, countersuit, action, arbitration,
mediation, alternative dispute resolution process, claim, counterclaim, demand,
and proceeding, (2) inquiry, proceeding, or investigation by or before any
governmental authority, and (3) arbitration or mediation tribunal, in each
case involving the Company, the Employer, or any of their controlled
Affiliates.  In connection with the
Grantee’s providing such cooperation, the Company or the Employer, as
applicable, shall reimburse the Grantee for reasonable travel, lodging, and
other expenses incurred by the Grantee, upon submission of documentation
reasonably acceptable to the Company or the Employer, as applicable.


 


Section 2.4
- Injunctive Relief.


 


In the event of a breach by the Grantee of the
Grantee’s 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.  The Grantee acknowledges that the Company
shall suffer irreparable harm in the event of a breach or prospective breach of
any of the restrictive covenants set forth in Section 2.3 herein, 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 the Grantee resides.  The Grantee further 


 


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agrees that the Company and
the Employer shall be entitled to recover all costs and expenses (including
attorneys’ fees and expenses) incurred in connection with the enforcement of
the Company’s rights hereunder.


 


Section 2.5
- Offset.


 


[In the event that the Grantee voluntarily
terminates employment or if the Grantee’s employment is terminated, for any
reason or no reason, the Company may offset, to the fullest extent permitted by
law, any amounts of money or other property due to the Company from the
Grantee, or advanced or loaned to the Grantee by the Company, from any money or
property owed to the Grantee or the Grantee’s estate by the Company as a result
of such termination of employment, except to the extent such withholding or
offset is not permitted under Section 409A of the Code (“Section 409A”), without the imposition of additional
taxes or penalties on the Grantee.][FOR EMPLOYEES ONLY]


 


Section 2.6
- Governing Law.


 


This Agreement shall be governed by and construed in
accordance with the laws of the State of New York other than its laws regarding
conflicts of law (to the extent that the application of the laws of another
jurisdiction would be required thereby). 
The Company shall have final authority to interpret and construe this
Agreement and to make any and all determinations under them, and its decision
shall be binding and conclusive upon the Grantee and the Grantee’s legal
representative in respect of any questions arising under this Agreement.


 


Section 2.7
- Notices.


 


Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Company at 599 Lexington
Avenue, New York, New York 10022, Attention: General Counsel, and to the
Grantee at the Grantee’s home address as of the date of this Agreement or at
such other address as either party may hereafter designate in writing to the
other by like notice.


 


Section 2.8
- Effect of Agreement.


 


Except as otherwise provided hereunder, this
Agreement shall be binding upon and shall inure to the benefit of any successor
or successors of the Company.


 


Section 2.9
- Amendment.


 


This Agreement may not be
amended or modified in any manner (including by waiver) except by an instrument
in writing signed by both parties hereto. 
The waiver by either party of compliance with any provision of this
Agreement shall not operate or be construed as a waiver of any other provision
of this Agreement or of any subsequent breach of such party of a provision of
this Agreement.


 


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Section 2.10
- [No Right to Continued Employment.


 


Nothing in this Agreement shall be deemed to confer
on the Grantee any right to continued employment with the Company, Employer or
any Affiliate.][FOR EMPLOYEES ONLY]


 


Section 2.11
- Section 409A.


 


This Agreement is intended to comply with the
requirements of Section 409A, and shall be interpreted accordingly.  In the event that any provision of this
Agreement would cause this Agreement to become subject to Section 409A or
cause this Agreement to fail to comply with Section 409A, such provision
may be deemed null and void, and the Company and the Grantee agree to amend or
restructure this Agreement to the extent necessary and appropriate to avoid
adverse tax consequences under Section 409A.


 


Section 2.12
- Entire Agreement.


 


Except as otherwise specified herein, this Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes in its entirety all prior undertakings,
agreements, correspondence, and term sheets of or between the Company and the
Grantee with respect to the subject matter hereof.


 


Section 2.13
- Arbitration.


 


(a)                                  Any and all
disputes arising out of or relating to this Agreement or to the Grantee’s
[employment with the Company, the Employer, or any of their controlled
Affiliates, including any statutory claims based on alleged
discrimination][service on the Board], shall 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.  In
agreeing to arbitrate these disputes, the Grantee recognizes that the Grantee
is waiving his right to a trial in court and by a jury.  The arbitration award shall be final and
binding upon both parties, and judgment upon the award may be entered in a
court of competent jurisdiction.


 


(b)                                 The arbitrators
shall not have authority to amend, alter, modify, add to, or subtract from the
provisions hereof.  The award of the
arbitrators, in addition to granting the relief prescribed above and such other
relief as the arbitrators may deem proper, may contain provisions commanding or
restraining acts or conduct of the parties or their representatives and may
further provide for the arbitrators to retain jurisdiction over this Agreement
and the enforcement thereof.  If either
party shall deliberately default in appearing before the arbitrators, the
arbitrators are empowered, nonetheless, to take the proof of the party appearing
and render an award thereon.


 


(c)                                  This Section 2.13
shall not be construed to limit the Company’s right to obtain relief under Section 2.4
(relating to equitable remedies) with respect to any matter or controversy
subject to Section 2.4, and pending a final determination by the
arbitrators with respect to any such matter or controversy, the Company shall
be entitled to obtain any such relief by direct 


 


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application to state, federal, or other applicable court,
without being required to first arbitrate such matter or controversy.


 


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IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed on its behalf by a duly authorized officer, and
the Grantee has hereunto set the Grantee’s hand on the date indicated below.


 


 


	
   

  	
   

  	
  COWEN GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: