Exhibit 10.1


 


	
  

  	
   

  	
  March 4, 2008

  



 


Mr. Kim S. Fennebresque


Chairman and Chief Executive
Officer


Cowen Group, Inc.


1221 Avenue of the Americas


14th Floor


New York, NY 10020


 


Dear Mr. Fennebresque:


 


This  Agreement (the “Agreement”) contains the
terms and conditions of your resignation as Chief Executive Officer and
President of Cowen Group, Inc., including all titles and positions you may
hold with any subsidiaries and/or affiliates (“Cowen” or the “Company”),
effective as of March 4, 2008 (the “Effective Date”).  As set forth more fully below, this agreement
(the “Agreement”) shall supersede any and all prior employment agreements and
letters relating to your current employment with Cowen.


 


Set forth below are the terms
and conditions concerning your resignation from service with the Company:


 


1.             Resignation.  
Prior to the Effective Date, you shall have resigned your position as
Chief Executive Officer and President of the Company, as well as any and all
other titles of and/or positions with any subsidiaries and affiliates of the
Company.


 


2.             Non-Executive Chairman.   You shall serve as non-executive Chairman of
the Board of Directors of the Company.


 


3.               Equity Awards.   (a) You
shall continue to vest in the equity awards you received as part of your 2006
and 2007 compensation, respectively, subject to the terms and conditions set
forth in the applicable equity award agreements, dated January 16, 2007
and January 25, 2008, respectively, and to the terms and conditions set
forth herein; (b) You shall forfeit in its entirety to the Company the
equity award you received in connection with initial public offering of the
Company, dated July 11, 2006; and (c) upon a “Change in Control” (as
defined in Appendix A, attached hereto) of the Company at any point prior to January 1,
2009, you shall receive a lump sum cash payment equal to (i) the number of
shares subject to your July 11, 2006 equity award, multiplied by (ii) the
value per share paid or delivered in the Change in Control transaction, with
such adjustment as may be necessary to reflect the manner and form of payment
in connection with the Change in Control transaction.


 


 

















 


4.             Release.  
In return for the payments and other consideration set forth above, you
hereby and forever discharge Cowen and its parent, subsidiary and affiliated
companies, and their shareholders, officers, members, directors, agents,
employees, predecessor companies, insurers, successors and assigns from any and
all claims, rights, demands, debts, actions, causes of action, suits,
agreements, damages, and liabilities, known or unknown, which exist or have
existed up to and including the date you signed this Agreement or which arise
out of, are in any way connected with, or relate to your employment or
termination of employment with Cowen, including, but not limited to, wrongful
discharge claims, breach of contract claims, claimed violations of fair
employment practices, anti-discrimination, or civil rights laws (including but
not limited to any claims of discrimination on the basis of race, sex, age,
religion, national origin, sexual orientation, handicap, veteran status or any
other protected classification) asserted under Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, as amended by the Older
Workers’ Benefit Protection Act (“ADEA”), the Americans With Disabilities Act
of 1990, the Family and Medical Leave Act, the Workers Adjustment and
Retraining Notification Act, the Sarbanes-Oxley Act, the Employee Retirement
Income Security Act, the New York State Human Rights Law, the New York City
Human Rights Law, New York Labor Law or any other federal, state or local law,
statute, ordinance or regulation, tort claims, statutory claims, constitutional
claims, claims for wages, bonuses, incentive compensation, commissions,
allowances, vacation or holidays, severance or any other compensation or
benefits, claims for compensatory or punitive damages or attorneys’ fees,
claims with respect to defamation, intentional infliction of emotional
distress, misrepresentation, fraud or wrongful discharge and claims under the
laws of the United States or any of its states. 
You release and waive your right to file any such claim in any judicial
forum provided, however, that nothing herein prevents you from filing a charge
with, cooperating with, or participating in any proceeding before the Equal
Employment Opportunity Commission or a state fair employment practices agency
(except that you acknowledge that you may not be able to recover any monetary
benefits in connection with any such claim, charge or proceeding).  As of the date of this Agreement, you
represent that you have no pending claims of any sort against Cowen or any of
its predecessor entities.  Further, you
agree that, in exchange for the foregoing consideration, you waive any claim
for personal or monetary relief that might be awarded to you by any forum,
whether such claim has been asserted by you or by another on your behalf.  This release of claims is intended by you to
be completely effective and binding, irrespective of whether any such claims
have been asserted and irrespective of any present lack of knowledge on your
part of any such claim.


 


5.             Event of Breach. 
In the event you take any action contrary to the obligations set forth
herein or otherwise breach your obligations to the Company, or should you
institute any complaint, demand or action with regard to your employment,
compensation or separation from employment with any court, except a claim made
in good faith for a violation of the ADEA, for the breach of this Agreement, or
for failure of Cowen to provide to you any obligation under any benefit plans
in which you may be vested, Cowen shall be entitled to cease making any
discretionary payments to you or on your behalf and to recover from you all
discretionary payments made to you or on your behalf pursuant to the Agreement
and to an award of all attorney’s fees and costs incurred by Cowen in defending
against such 


 


 


 


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complaints, demand  or action or otherwise enforcing Cowen’s
rights under this paragraph of the Agreement.


 


6.             Non-Disparagement.           You agree that you shall not at any time make any
disparaging comments about or disclose to anyone your opinions concerning
Cowen, its parent(s), its subsidiaries, or its affiliated entities, any person
employed by or otherwise affiliated with Cowen and/or any of its parent(s),
subsidiaries or affiliates, or any information concerning the business affairs
of Cowen or its parent(s) or any of its subsidiaries or affiliates, that
you may have acquired in the course of your employment, and that is or may be
detrimental to Cowen or to its affiliates.


 


7.             Company Property. 
You acknowledge that you have not removed any Company property or any
work product including, but not limited to, any computer disks, files or
equipment, any and all documents, tapes or files, pagers, cell phones or other
electronic devices, all corporate credit cards and any company keys, passes,
identification cards or badges (“Company Property”) belonging to Cowen or its
affiliates, or their employees, customers or others doing business with Cowen
or its affiliates.  You further agree to
return, no later than fourteen (14) days after the effective date of
termination, all Company Property to Cowen.


 


8.             Non-Disclosure of Confidential Information.  You understand that in connection with your
employment with Cowen you have been privy to and acquired certain proprietary
or business information relating to Cowen and/or its predecessors,
subsidiaries, parent or affiliates, including confidential information and
trade or business secrets not readily available in the marketplace or to the
public.  Such information may include,
but is not limited to, information relating to their operations, business
plans, financial and accounting matters, sales, transactions, trading and
marketing data and strategies, the identity of customers, and the terms,
conditions and status of customer and trading accounts or transactions.  You agree you will not disclose to any third
parties, directly or indirectly (except to the extent required by law), any
such confidential or proprietary information. 
You also agree that your obligations under this paragraph continue after
execution of this Agreement.


 


9.             Waiver of Notice. As
of the Effective Date, the Company shall waive the “Notice of Retirement,
Resignation or Termination of Employment” requirements set forth in Paragraph 9
of the employment agreement dated November 13, 2007, between you and the
Company, and as set forth in the equity award agreements dated January 16,
2007 and January 25, 2008, respectively.


 


10.           Other Legal Proceedings.  If, prior to the date of execution of this
Agreement, you, or your attorney or representative, have filed any legal
charge(s), complaint(s) or action(s) against Cowen or its affiliates
related to any matter released or waived herein, you agree to withdraw or
discontinue such matter(s) with prejudice and to execute all documents
necessary to effectuate such withdrawal or discontinuance.  You acknowledge that the consideration
provided in this Agreement shall be accepted in full satisfaction of any claim(s) asserted
and as sufficient basis for the immediate withdrawal or dismissal.  You agree that you will not voluntarily
participate or assist others in any lawsuit or judicial proceedings 


 


 


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against Cowen or its
affiliates.  You further agree that you
will fully cooperate with Cowen or its affiliates in connection with any legal
proceeding by providing necessary information or cooperation, including but not
limited to meeting with representatives of Cowen or its affiliates or their
respective legal counsel, or providing testimony when necessary.


 


11.           Arbitration.  Both parties agree that all controversies
that may arise out of this Agreement, or arising out of your employment with,
or termination of employment from, Cowen shall be determined by arbitration in
accordance with the Federal Arbitration Act to the fullest extent permitted by
law.  That arbitration shall be commenced
and conducted through the American Arbitration Association (“AAA”) before a
single arbitrator, in accordance with the rules and procedures of the AAA
Employment Arbitration Rules and Mediation.  By agreeing to arbitrate, you understand that
you are waiving your right to a trial by a jury.  The cost of such proceedings, including all
filing and session fees, and all attorneys’ fees, shall be assessed in
accordance with the AAA Rules or as otherwise determined by the
arbitrator.


 


12.           Entire
Agreement.  You represent and
acknowledge that this Agreement represents the entire agreement between you and
Cowen, that it supersedes any prior written, oral or implied agreement between
you and Cowen regarding your employment and the termination of your employment,  and that it may not be amended or
modified except by a writing signed by you and Cowen.  You further acknowledge that you are not
relying upon any representations or statements, written or oral, made by or on
behalf of Cowen that are not expressly set forth herein.


 


13.           No
Admission of Liability.  This
Agreement is not intended, and should not be construed, as evidence of any
wrongdoing on the part of Cowen or its affiliates or subsidiaries, or as any
admission of liability under any federal, state or local law or regulation of
any nature whatsoever without application of any conflict of law
principles.  Nor may you admit, or seek
to admit, either the terms or existence of this Agreement in any proceeding,
arbitration or hearing, except to enforce this Agreement.


 


14.           Applicable
Law.  This Agreement shall be
construed and governed in accordance with the laws of the State of New York
without application of any conflict of law principles.


 


15.           Binding
Effect.  This Agreement shall be
enforceable against, and is intended to cover you, your successors, assigns,
heirs, beneficiaries and estate.  This
Agreement may not be amended, changed or modified, except by written instrument
executed by the parties executing this Agreement.


 


16.           Severability.  The provisions of this Agreement are
severable.  If a court of competent
jurisdiction rules that any provision of this Agreement is invalid or
unenforceable, such a ruling shall not affect the validity or enforceability of
any other provision of this Agreement.  However, in the event that the release and waiver
of claims set forth in paragraph 4 above shall in any respect be found to have
been void or unenforceable, Cowen shall rewrite paragraph 4 to correct the
defect.  You agree that you shall then
re-execute the revised document, and that you will not be entitled to any
additional monies, benefits, and/or compensation thereafter.


 


 


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17.           Representations and Acknowledgments.  By signing this Agreement and returning it to
us, you acknowledge that you:


 


A.                                   are
being provided with at least twenty-one (21) days to consider whether to
execute this Agreement (any or all of which you may use) and have had
sufficient time to review and consider the provisions of the Agreement;


 


B.                                     have
carefully read and fully understand the terms of this Agreement;


 


C.                                     are
entering into the Agreement knowingly and voluntarily; and


 


D.                                    have
been advised to seek advice from an attorney of your choosing prior to signing
this Agreement and have been given a reasonable opportunity to seek such
advice.


 


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You may signify your acceptance
of the terms and conditions of this Agreement by signing it and returning it to
me within thirty (30) days.  If you have
not returned the executed Agreement within the time permitted, the promises and
offers contained in the Agreement shall become null and void and you will not
be eligible to receive the payments and benefits described herein.  If you have returned the executed Agreement
within the time permitted, you may revoke the Agreement within seven (7) days
of signing, by delivering written notice of revocation to me in Cowen’s Human
Resources Department in New York.  Unless
revoked, the Agreement shall become effective and enforceable on the eighth day
after it is executed and returned to Cowen’s Human Resources Department.  In accordance with federal law regarding the
waiver of claims under the ADEA, Cowen has set forth additional information
regarding your severance offer in Appendix A to this Agreement.


 


We wish you well in your future
endeavors.  Should you have any questions
or need clarification concerning the Agreement or any aspect of your
separation, please contact me at your convenience.


 


	
   

  	
   

  	
  Yours very truly,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COWEN GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E. Toffolon, Jr.

  	
   

  
	
   

  	
   

  	
  John E. Toffolon, Jr.

  
	
   

  	
   

  	
  Lead Director

  
	
   

  	
   

  	
  Board of Directors

  
	
   

  	
   

  	
  Cowen Group, Inc.

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED TO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Kim S. Fennebresque

  	
   

  	
   

  	
   

  
	
  Kim S. Fennebresque

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   March 4, 2008

  	
   

  	
   

  	
   

  
						



 


 


 






 












 


APPENDIX A


 


Change
in Control.


 


For purposes of this Agreement,
a “Change in Control” shall be deemed to have occurred if the event set forth
in any one of the following paragraphs shall have occurred:


 


(i)                                     any
Person is or becomes the beneficial owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or its
Affiliates) representing more than forty percent (40%) of the combined voting power
of the Company’s then outstanding voting securities, excluding any Person who
becomes such a beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (the “Exchange Act”)) in connection with a
transaction described in clause (A) of paragraph (iii) below; or


 


(ii)                                  the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date of this
Agreement, constitute the Board of Directors of the Company (the “Board”) and
any new director (other than a director whose initial assumption of office is
in connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election
by the Company’s stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the date of this Agreement or whose appointment, election or
nomination for election was previously so approved or recommended by such
directors, provided, that no Change of Control for this purpose shall be deemed
to occur by virtue of  (i) the
death, disability, retirement or voluntary resignation of any directors or (ii) the
resignation, removal or other departure of any director under circumstances
involving cause or under circumstances involving the affirmative vote, approval
or acceptance of such departure by a majority of the remaining directors; or


 


(iii)                               the
Company executes a definitive Merger Agreement or other document(s) relating
to a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation or other entity (provided,
however, that if the transactions contemplated by the Merger Agreement or other
documents do not close, then the execution of the definitive Merger Agreement
or other document(s) shall not be
deemed a  Change in Control), other than (A) a
merger or 


 

















 


 


                                                consolidation
which results in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), more than fifty percent (50%) of the combined
voting power of the voting securities of the Company or such surviving entity
or any parent thereof outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the beneficial owner, directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
more than forty percent (40%) of the combined voting power of the Company’s
then outstanding securities; or


 


(iv)                              the
stockholders of the Company approve a plan of liquidation or dissolution of the
Company or there is consummated an agreement for the sale or other disposition,
directly, or indirectly, by the Company of all or substantially all of the
Company’s assets, other than such sale or other disposition by the Company of
all or substantially all of the Company’s assets to an entity, more than fifty
percent (50%) of the combined voting power of the voting securities of which
are owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale and other than a
sale.


 


 “Person” shall have the meaning set forth in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (1) the Company or any subsidiary
corporation, (2) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary corporation, (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (4) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, or (5) an individual, entity or group
which, pursuant to Rule 13d-l promulgated pursuant to the Exchange Act, is
permitted to, and actually does, report its beneficial ownership of securities
of the Company on Schedule 13G (or any successor Schedule); provided that, if
any such individual, entity or group subsequently becomes required to or does
report its beneficial ownership on Schedule 13D (or any successor Schedule),
then, for purposes of this paragraph, such individual, entity or group shall
thereupon become a “Person” and shall be deemed to have first acquired, on the
first date on which such individual, entity or group becomes required to or
does so report, beneficial ownership of all of the Company securities
beneficially owned by it on such date.