Exhibit 10.3


 


	
  

  	
   

  	
  March 4, 2008

  



 


David M. Malcolm


460 Long Ridge Road


Bedford, NY 10506


 


Dear Mr. Malcolm:


 


We are pleased to confirm our offer to continue
your employment with Cowen Group, Inc. (“Cowen” or the “Company”) based
upon the terms and conditions set forth below, effective as of the date hereof
(the “Effective Date”).  We look forward
to continuing a mutually beneficial professional relationship.  As more fully set forth below, this agreement
(the “Agreement”) shall supersede any and all prior employment agreements and
letters concerning your employment with Cowen.


 


1.             Term.


 


a.             This
letter provides the details of the terms of your employment from the Effective
Date through December 31, 2010, subject to Paragraph 1(b) below (the “Term”),
and certain other terms and conditions of, and that continue through, your
employment with the Company unless restricted to the Term or as otherwise
specified.


 


b.             In
the event this Agreement is not otherwise renewed prior to December 31,
2010, it shall automatically renew on an annual basis on January 1 of each
successive year, on such terms and conditions as may be agreed to between you
and the then current Chairman of the Board of the Company.  Notice of intent not to renew the Term must
be provided by either party to this Agreement in writing at least ninety (90)
days prior to the relevant January 1. 
Delivery of a notice of intent not to renew, if by the Company, shall be
made by the Office of the General Counsel, upon the direction of the Board of
Directors. However, this letter is not a guarantee of employment for any term
or duration, since your employment will be “at will,” as defined under New York
law.


 


2.             Position.  You shall be
employed as the Chief Executive Officer and President of the Company, and as the
Chairman, Chief Executive Officer and President of Cowen and Company, LLC. You
shall also be appointed, promptly following the Effective Date, to serve as a
member of the Board of Directors of the Company.  Your goals, responsibilities, duties and/or
authority may be reviewed and modified from time to time by the


 

















 


Board of
Directors of the Company.  You shall
continue to be subject to, and must comply with, all policies and procedures
applicable to Cowen employees, as now existing or as may be modified or
supplemented by Cowen in its sole discretion.


 


3.             Compensation
and Benefits.


 


a.             Base
Salary.  You will be paid a base salary at the rate of
Two Hundred Fifty Thousand Dollars ($250,000) per annum, less applicable tax
and payroll deductions, payable in accordance with Cowen’s prevailing payroll
practices (“Base Salary”).  Any
obligation to pay your Base Salary will cease upon the termination of your
employment.


 


b.             Annual
Bonus. For each such calendar year in
which you are employed by Cowen, 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 Board of Directors of Cowen. The total annual
bonus that may be earned by you for any year during the Term is referred to
herein as the “Annual Bonus.” Your Annual Bonuses for the 2008 through 2010
calendar years, and for any years thereafter, may, at the discretion of the
Board of Directors of Cowen, and consistent with other senior executives of
Cowen, include a certain percentage of shares, restricted shares, options, or
other form of equity ownership and/or other deferred compensation.


 


                                                c.             CHRP Interest.  Following the Effective Date, in addition to
any other compensation you are entitled to receive, the Company will cause you
to be admitted as a member of Cowen Healthcare Royalty GP, LLC (“GP LLC”), such
that your interest in GP LLC equals six and one-quarter percent (6.25%) as of
such date; provided, however, that your interest in GP LLC will relate only to
the initial Cowen Healthcare Royalty Partners fund (the “Healthcare Fund”).  Such membership interest in GP LLC is
referred to herein as the “CHRP Interest.” 
At the time you are admitted as a member of GP LLC, you shall purchase
your interest in GP LLC from Cowen Capital Partners II, LLC or its successor
entity (“CCP II”) at a price equal to the aggregate amount paid by CCP II as of
that date relating to the interest so purchased.  Thereafter, you shall be obligated to make
all future payments and contributions relating to capital calls by the
Healthcare Fund and shall be entitled to receive all future distributions.  You shall not be entitled to any amounts that
are distributed prior to your purchase of such interest.   The CHRP Interest shall vest with regard to
fifty percent (50%) on January 1, 2009 and the remaining fifty percent
(50%) on January 1, 2010.


 


d.             Benefits.  While employed, you may continue to
participate in and receive benefits on the same basic terms and conditions as
you have been participating, in accordance with the terms and eligibility
requirements of Cowen’s benefit plans, which may be modified, suspended or
terminated by Cowen in its sole discretion.


 


 


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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 Cowen on or prior to the
expiration of the Term 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
your resignation/voluntary termination with Good Reason (as defined below),
your rights and interests in the CHRP Interest shall immediately vest. Further,
in the event that your Employment terminates during the Term, other than for
death, Disability, Cause, or your resignation/voluntary termination without
Good Reason, you shall be entitled to receive a lump sum cash payment equal to
that portion of your Base Salary and any other benefits or compensation earned
but unpaid as of the date of termination plus an amount (the “Severance Amount”)
equal to Three Million Dollars ($3,000,000), less applicable tax and payroll
deductions.  In addition, you shall be
entitled to receive a lump sum cash payment equal to the aggregate
Post-Retirement Benefits, as defined herein in Paragraph 4b.  In addition, any outstanding equity awards
shall become fully vested and exercisable and any restrictions thereon shall
lapse, provided you have not otherwise violated the terms of the award
agreement pursuant to which such equity awards were granted. Any outstanding
stock options 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). You will also be
required to sign a Settlement Agreement and Release of the Company in a form
prepared by the Company, which will include a general release of known and
unknown claims, a return of Company Property, nondisparagement and a
requirement to cooperate regarding any future litigation. Such compensation
shall be paid to you within thirty (30) days of the date of termination of your
Employment, assuming you have signed the severance agreement referred to in the
prior sentence.


 


b.             Post-Retirement Benefits.  When, by reason of the expiration of the
Term, or by reason of your retirement (as that term is defined in the Company’s
2007 Equity and Incentive Plan) at any time on or after the date that annual
bonuses are paid by Cowen in connection with the 2010 calendar year
compensation cycle, you cease to serve as the Chief Executive Officer and
President of the Company, and as the Chairman, Chief Executive Officer and
President of Cowen and Company, LLC, provided you are otherwise an employee in
good standing at that time, and continuing for a three (3) year period,
Cowen will employ you as a Senior Advisor. 
In that capacity, you will be entitled to receive an annual salary of
Seven Hundred Fifty Thousand Dollars ($750,000).  Your duties and responsibilities shall be
limited and defined by mutual agreement by you and the Board of the Directors
of the Company; provided that your time commitment to Cowen as a Senior Advisor
shall not exceed twenty percent (20%) of the average level of bona fide
services performed by you on behalf of Cowen during the thirty-six (36) month
period immediately preceding the commencement of your service as a Senior
Advisor.  During your service as Senior
Advisor, you, your spouse and your eligible dependents shall continue to
receive health and medical benefits, to the extent such eligibility is
permissible under the health and medical benefit plans in place at the Company
at that time.  All such health and
medical benefits shall be provided in accordance with the terms


 


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and eligibility requirements of their
respective plans, but in no event on terms that are less favorable than those
then existing and applied to Cowen Managing Directors.  Upon ninety (90) days’ written notice, you
may terminate your service as a Senior Advisor. Your employment as a Senior
Advisor may be terminated for “Cause”, as that term is defined in Paragraph 4d
herein, following a  vote of the Board of
Directors of the Company, excluding you. 
During your service as a Senior Advisor, you shall be subject to the
applicable policies and procedures of Cowen.


 


c.             Death or Disability.  Your employment shall terminate on your
death.  If you become “Disabled,” Cowen
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 4d, you
or your estate shall be entitled to retain all rights and interest in the CHRP
Interest.  In addition, you or your
estate shall be entitled to receive only that portion of your Base Salary
earned, but unpaid, as of the date of termination.


 


d.             Termination for Cause.  The Company may terminate your employment for
Cause.  Upon termination of employment
for Cause, you shall be entitled to receive only the Base Salary earned and
unpaid as of the date of termination, and shall not be entitled to any bonus
compensation for fiscal years ending after such termination date. Upon
termination under this paragraph, you or your estate shall be entitled to
retain any amounts distributed to you in connection with your receipt of the
CHRP Interest; provided, however, the entirety of your membership interest in
GP LLC shall revert back to CCP II at cost, and CCP II shall pay to you the sum
of your membership interest payments (i.e., the amount you paid to CCP II for
the interest) plus any amounts subsequently paid by you in connection with
capital calls, if any. 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 Board of Directors of Cowen in good faith:


 


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


 


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


 


iii.            your
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 Cowen;


 


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iv.            your
failure to perform the material duties of your position, including, by way of
example and not of limitation, the failure or refusal to follow instructions
reasonably given by your superiors in the course of employment.


 


e.             Termination
with or without Good Reason.  You may terminate your employment with or
without “Good Reason”.  Subject to the
provisions of Paragraph 4d herein, upon termination of employment without Good
Reason, you shall be entitled to receive only the Base Salary earned and unpaid
as of the date of termination, that portion of the CHRP Interest that has
vested at that time, but you  shall not
be entitled to any bonus compensation for fiscal years ending after such termination
date nor the Post-Retirement Benefits. 
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 Cowen’s
offices in New York, New York;


 


ii.             a material
diminution by the Company of your role and responsibility as the Chief
Executive Officer and President of the Company, and as the Chairman, Chief
Executive Officer and President of Cowen and Company, LLC.


 


A resignation for ‘Good Reason’ under this
Agreement requires that you give written notice of your intent to resign
pursuant to such event within 90 days following such occurrence, provide the
Company with at least 30 days to cure the requirement or diminution, and resign
no later than 90 days after the requirement or diminution.


 


f.              Further
Effect of Termination on Board and Officer Positions.  If your employment
ends for any reason, you agrees 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 (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), except to the
extent that you reasonably and in good faith determine that ceasing to serve as
a director would breach your fiduciary duties to the Company.  You hereby irrevocably appoint the Company to
be your attorney 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.


 


g.             Offset.  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,


 


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or advanced or loaned to you by
the Company, from any monies owed to you or your estate by reason of your
termination.


 


5.             Change in Control.


 


(a)           Upon a Change in Control (as defined below) during the
Term, any outstanding equity award shall become fully vested and exercisable
and any restrictions thereon shall lapse. Any outstanding stock options shall
remain exercisable for the remainder of the respective terms of such stock
options, subject to any earlier termination under the applicable equity
incentive plan in light of the Change in Control and taking into account any
other provisions of the equity incentive plan or option agreements that cause
them to expire or be replaced in connection with similar events.


 


(b)           Upon your termination of Employment (other than for Cause
or resulting from your death or Disability) within twelve (12) months following
a Change in Control (as defined below) during the Term, you shall be entitled
to the compensation and benefits described in Paragraph 4a ; provided, however,
that in the event of a company-initiated termination other than for Cause or a
resignation/voluntary termination for Good Reason, in lieu of the Severance
Amount set forth in Paragraph 4a, you shall be entitled to receive an amount
(the “Change in Control Severance Amount”) equal to Five Million Dollars
($5,000,000), less applicable tax and payroll deductions.


 


(c)           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


 


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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)                               there is
consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation or other entity, 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


 


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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.


 


6.             Notice of Retirement/Resignation.  You shall not voluntarily Retire, resign
(other than for Good Reason) or otherwise terminate your employment
relationship with the Company or any of its affiliates 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 Cowen and Company, LLC, Attn:  Human Resources Department, 1221 Avenue of
the Americas, New York, NY  10020.  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 (i) require you to comply with
such conditions as it may specify in relation to transitioning your duties and
responsibilities; (ii) assign you other duties; or (iii) withdraw any
powers vested in, or duties assigned to you.


 


7.             Non-Solicitation. 
You agree that if you voluntarily terminate your employment or if your
employment is terminated for any reason, you shall not, while employed and for
a period of one year following the expiration of the Notice Period, without the
prior written consent of the Board of Directors, directly or indirectly:  (a) solicit or induce, or cause others
to solicit or induce, any employees of the Company to leave the Company or


 


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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 products, services, trade secrets or other investment banking matters
in which the Company is active.  This
provision shall survive the expiration of the Term.


 


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 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.  You further agree that the
Company and its affiliates shall be entitled to recover all costs and expenses
(including attorneys’ fees) incurred in connection with the enforcement of the
Company’s rights hereunder.  This
provision shall survive the expiration of the Term.


 


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11.           Arbitration.  Any and all disputes arising out of or
relating to your employment or the termination of your employment with Cowen,
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.           Other Agreements.  You represent and warrant that you are not a
party to any agreement or bound by any obligation, restrictive covenant or
non-competition agreement that would prohibit you in any way from accepting and
agreeing to this offer or from fully performing the obligations of your
employment with Cowen.


 


14.           Complete Agreement.  The provisions herein contain the entire
agreement and understanding of the parties regarding compensation and your
employment and fully supersede any and all prior agreements, representations,
promises or understandings, written or oral, between them pertaining to the
subject matter.  The provisions of this
Agreement may not be changed or altered except in writing signed by you and a
duly authorized agent of Cowen.


 


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


 


16.           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 letter.


 


17.           Assignment.  The rights and obligations of Cowen under
this offer 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
letter and the terms and conditions stated herein.


 


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18.           Tax Compliance.  The Company or any of its applicable
affiliates shall withhold from any amounts payable 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 of the Internal
Revenue Code of 1986, as amended (“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.  For
purposes of this Agreement, each amount to be paid or benefit to be provided
shall be construed as a separate identified 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.  This Agreement is intended to comply with the
provisions of Section 409A and the Agreement shall, to the extent
practicable, be construed in accordance therewith.  Terms defined in the 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 that section.


 


 


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


 


	
   

  	
   

  	
  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/ David M. Malcolm

  	
   

  	
   

  	
   

  
	
  David M. Malcolm

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   March 4, 2008

  	
   

  	
   

  	
   

  
						



 


 


 


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