Exhibit 10.24


 


COWEN GROUP, INC.


 


2007 EQUITY AWARD AGREEMENT


 


THIS AGREEMENT
(this “Agreement”) is made by and between Cowen Group, Inc.,
a Delaware corporation (the “Company”), and [                        ],
(the “Executive”), as of January     , 2008.


 


RECITALS


 


WHEREAS, the Company has adopted the Cowen
Group, Inc. 2006 Equity and Incentive Plan (the “2006 Plan”) and the
shareholders of the Company, upon the recommendation of the Board of Directors,
have approved the Cowen Group, Inc. 2007 Equity and Incentive Plan (the “2007
Plan”, together with the 2006 Plan collectively referred to herein as the “Plan”)
pursuant to which the Executive has been granted an award (the “Award”); and


 


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


 


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


 


WHEREAS, the capitalized terms used herein
but not defined in Section 2.2 of this Agreement 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


 


Section 1.1 - Grant of Restricted Stock.


 


The Company has granted as of the date hereof
(the “Grant Date”) [      ] shares of
Stock pursuant to the terms and subject to the conditions and restrictions of
this Agreement (the “Restricted Stock”).


 


Section 1.2 - Restrictions and
Restricted Period.


 


(a)                                  Restrictions. 
Shares of the Restricted Stock granted hereunder may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of and shall
be subject to a risk of forfeiture as described in Section 1.4 below until
the lapse of the Restricted Period (as defined below) (the “Restrictions”).


 

















 


(b)                                 Restricted Period. 
Subject to (i) accelerated vesting upon a Change in Control as set
forth in Section 7 of the Plan and (ii) the forfeiture and other
provisions set forth in Section 1.4 or any other provisions regarding
accelerated vesting set forth in the Plan, the Restrictions shall lapse and the
shares of the Restricted Stock shall become nonforfeitable and transferable
(provided that such transfer is in compliance with Federal and state securities
laws) with respect to (x) twenty-five percent (25%) of the shares of
Restricted Stock subject to this Agreement on each of May 15, 2009 and May 15,
2010 and (y) the remaining fifty percent (50%) of the shares of Restricted
Stock subject to this Agreement on May 15, 2011 (collectively, the “Vesting
Date(s)”, and that period from Grant Date through the final Vesting Date, the “Restricted
Period”).


 


Section 1.3 - Rights of a Stockholder.


 


 
During the Restricted Period and for so long as the Restricted Stock is
held by or for the benefit of the Executive, the Executive shall have all the
rights of a stockholder of the Company with respect to the Restricted Stock,
including, but not limited to, the rights to vote and to receive ordinary
dividends.  In the event of any
adjustment to the Restricted Stock pursuant to Section 5(b) of the
Plan, then in such event, any and all new, substituted or additional securities
to which the Executive is entitled by reason of the Restricted Stock shall be
immediately subject to the Restrictions with the same force and effect as the
Restricted Stock subject to such Restrictions immediately before such event.


 


Section 1.4 - Cessation of Employment.


 


(a)                                  Continued Vesting in the Event of
Termination without Cause.  If the
Executive’s employment or service with the Company and its Subsidiaries and
Affiliates is terminated other than as a result of Resignation, death,
Disability or Retirement, or for Cause, then any unvested shares of Restricted
Stock shall continue to vest in accordance with the schedule set forth in Section 1.2(b) above.


 


(b)                                 Continued Vesting in the event of
Retirement.  In the event that the Executive’s employment
or service with the Company and its Subsidiaries and Affiliates is terminated
as a result of the Executive’s Retirement, then the shares of Restricted Stock
shall continue to vest in accordance with the schedule set forth in Section 1.2(b) above,
provided, however, that any unvested shares of Restricted Stock and any shares
of Restricted Stock that vested after the Termination Date shall be immediately
forfeited in the event that prior to the fourth anniversary of the Grant Date,
the Executive (X) violates any provision of this Agreement or (Y) directly
or indirectly, in one or a series of transactions, owns, manages, operates,
controls, invests or acquires an interest in, whether as a proprietor, partner,
stockholder, member, lender, director, officer, employee, joint venturer,
investor, lessor, supplier, customer, agent, representative or other
participant, or otherwise engages or participates in, whether as a proprietor,
partner, stockholder, member, lender, director, officer, employee, joint
venturer, investor, lessor, supplier, customer, agent, representative or other
participant, any business which competes, directly or indirectly, with any
businesses of the Company, any Subsidiary or 


 

















 


Affiliate of the Company (as determined by
the Company) (“Competitive Business”), and to the extent any such shares that
vested after the Termination Date are no longer held by the Executive as of the
date of such violation or commencement of competitive employment, the Executive
shall pay to the Company an amount equal to the Fair Market Value of such
shares on the date of disposition by the Executive. Notwithstanding the
foregoing, ownership by the Executive as a passive investor of less than one
percent (1%) of the stock of a corporation that is traded on an established
exchange shall not constitute a violation of clause (Y) above.


 


(c)                                  Acceleration. 
If the Executive’s employment or service with the Company and its
Subsidiaries and Affiliates is terminated as a result of death or Disability,
all restrictions on the unvested Restricted Stock shall lapse and the
Restricted Stock shall immediately vest in full as of the Termination Date.


 


(d)                                 Forfeiture. 
If the Executive’s employment or service with the Company and its
Subsidiaries and Affiliates is terminated due to the Executive’s Resignation or
by the Company for Cause, then any unvested shares of Restricted Stock shall
immediately be forfeited to the Company as of the Termination Date and neither
the Executive nor any of the Executive’s successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such
shares of the Restricted Stock.  In
addition, in the event of a Termination for Cause, any shares of Restricted
Stock that vested and which are still held by the Executive as of the
Termination Date shall be forfeited to the Company as of the Termination Date
and neither the Executive nor any of the Executive’s successors, heirs,
assigns, or personal representatives shall thereafter have any further rights
or interests in such shares of the Restricted Stock.  Further, in the event of a Termination for
Cause, to the extent any such shares are no longer held by the Executive as of
the Termination Date, the Executive shall pay to the Company an amount equal to
the Fair Market Value of such shares on the date of disposition by the
Executive. In the event of Termination without Cause where the Executive is
permitted to retain the Restricted Stock pursuant to Section 1.4(a), if
the Company reasonably determines that the Executive has violated any of the
provisions of paragraphs (b), (c), (d), (e) or (g) of Section 2.3
herein, then any unvested shares of Restricted Stock shall immediately be
forfeited to the Company as of the Termination Date and neither the Executive
nor any of the Executive’s successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such
shares of the Restricted Stock.


 


Section 1.5 - Stock Certificates.


 


Stock granted herein may be evidenced in such
manner as the Company shall determine. 
If one or more certificates representing the Restricted Stock are
registered in the name of the Executive, then the Company may retain physical
possession of any such certificate until the Restricted Period has lapsed.


 

















 


Section 1.6 - Taxes.


 


The Executive shall pay promptly upon
request, at the time the Executive recognizes taxable income in respect of the
shares of the Restricted Stock, an amount equal to the federal, state and/or
local taxes the Company determines is required to be withheld under applicable
tax laws with respect to the shares of the Restricted Stock (the “Tax
Withholding Amount”).  To the extent
permitted by applicable law or regulation, the Company may allow the Executive
to elect (i) that the Tax Withholding Amount be deducted from the
Executive’s base salary in the year in which some or all of the Restricted
Stock vests and/or (ii) that the Company distribute vested shares of Stock
net of the number of whole shares of Stock the Fair Market Value of which is
equal to the minimum amount of federal, state and local taxes required to be
withheld under applicable tax laws.


 


ARTICLE II


MISCELLANEOUS


 


Section 2.1 - Certificate; Restrictive
Legend.


 


The Executive
agrees that any certificate issued for Restricted Stock prior to the lapse of
any outstanding restrictions relating thereto will be inscribed with a
restrictive legend, in substantially the following form:


 


“THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
TRANSFER (THE “RESTRICTIONS”), CONTAINED IN THE COWEN GROUP, INC. 2007 EQUITY
AND INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
AND THE COMPANY.  ANY ATTEMPT TO DISPOSE
OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE,
ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, WILL BE NULL AND VOID
AND WITHOUT EFFECT.”


 


Section 2.2 - Definitions.


 


(a)                                  “Cause” shall have the meaning set
forth in the Executive’s employment or other agreement with the Company, any
Subsidiary or any Affiliate, provided that if the Executive is not a party to
any such employment or other agreement or such employment or other agreement
does not contain a definition of Cause, then Cause shall mean, when the Company, in good faith and its sole
discretion, determines that any of the following occurs: (x) a
breach by the Executive of any provisions of the Plan or this Agreement,
including, but not limited to, any of the restrictive covenants set forth in
paragraphs (a), (c), (d), (f) or (g) under Section 2.3 of this
Agreement, or (y) (i) the
Executive has been convicted of any crime (whether or not related to his or her
duties at the Company or any Subsidiary or Affiliate of the Company); (ii) fraud,
dishonesty, gross negligence or substantial misconduct in the Executive’s
performance of his or her duties and 


 

















 


responsibilities;
(iii) the Executive’s violation of or failure to comply with the internal
policies of the Company or any Subsidiary or Affiliate of the Company or the rules and
regulations of any regulatory or self-regulatory organization with jurisdiction
over the Company or any Subsidiary or Affiliate of the Company; or (iv) the
Executive’s failure to perform the material duties of his or her position,
including, by way of example and not of limitation, the failure or refusal to
follow instructions reasonably given by the Executive’s superiors in the course
of employment.


 


(b)                                 “Disability” means that the
Executive (i) 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 12 months, or (ii) is, 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 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Company, any
Subsidiary or Affiliate of the Company.


 


(c)                                  “Resignation” shall mean any
voluntary termination of employment by the Executive and shall, for vesting
purposes, commence on the earlier of (i) the commencement of the Notice
Period, or (ii) the Termination Date.


 


(d)                                 “Retirement” or “Retire” shall mean
any retirement in accordance with the applicable policies of the Company, if
any, as amended from time to time, and after the retiree having attained the
age of fifty-five (55) and completing five years of continuous service with an
entity for which the Stock constitutes “service recipient stock” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder (“Section 409A”), and unless
the Executive continuously has provided such services since the Grant Date
(such entities are collectively referred to as the “409A Controlled Group”),
but only including such service after December 31, 2003, provided
that such retiree shall certify in writing to the Company that he or she will
permanently retire as of the Termination Date and will not thereafter be
employed by or otherwise engage in any Competitive Business.


 


(e)                                  “Termination Date” shall mean the
date of termination of employment or service, whether by death, Disability or
otherwise.


 


Section 2.3 - Notice of Termination and
Restrictive Covenants.


 


(a)                                  Notice of Termination.  The Executive shall not
voluntarily Retire, resign or otherwise terminate his or her employment
relationship with the Company or any of its Subsidiaries or Affiliates, for any
reason or no reason, without first giving the Company at least one hundred
eighty (180) days prior written notice of the effective date of such
Retirement, resignation or other termination (the “Notice Period”).   Such
written notice shall be sent in accordance with Section 2.6 of this
Agreement.  The Company retains the 


 

















 


right to waive the notice requirement in
whole or in part or to place the Executive on paid leave for all or part of
this Notice Period.  In the alternative, at any time after the Executive
gives notice, the Company may, but shall not be obligated to, provide the
Executive with work and (i) require the Executive to comply with such
conditions as it may specify in relation to transitioning the Executive’s
duties and responsibilities; (ii) assign the Executive other duties; or (iii) withdraw
any powers vested in, or duties assigned to the Executive.  Any
vesting of Restricted Stock awarded pursuant to this Agreement shall cease at
the commencement of the Notice Period.


 


(b)                                 Non-Solicitation.   The Executive agrees that during the
Executive’s employment, or if the Executive voluntarily terminates employment
or if the Executive’s employment is terminated, for any reason or no reason,
the Executive shall not, during the Executive’s employment, Notice Period and
for a period of ninety (90) days following the expiration of the Notice Period,
without the Company’s prior written consent, directly or indirectly: (i) solicit
or induce, or cause others to solicit or induce, any director, officer or
employee of the Company, any Subsidiary or Affiliate of the Company to leave
the Company, such Subsidiary or Affiliate or in any way modify their
relationship with the Company, such Subsidiary or Affiliate; (ii) hire or
cause others to hire any director, officer or employee of the Company, any
Subsidiary or Affiliate of the Company; (iii) encourage or assist in the
hiring process of any director, officer or employee of the Company, any
Subsidiary or Affiliate of the Company or in the modification of any such
person’s relationship with the Company, such Subsidiary or Affiliate, or cause
others to participate, encourage or assist in the hiring process of any
director, officer or employee of the Company, any Subsidiary or Affiliate of
the Company; (iv) interfere in any way with the rendering of professional
services to the Company, any Subsidiary or Affiliate of the Company by any
client, prospective client, consultant, independent contractor or vendor, or
their respective individual employees; or (v) solicit the trade or
patronage of any client or customer or any prospective client or customer of
the Company or any Subsidiary of the Company 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 Subsidiary of the Company is active.


 


(c)                                  Non-Disclosure of Confidential
Information.  The Executive shall not at any time, whether
during the Executive’s employment or following the termination of employment,
for any reason whatsoever, directly or indirectly, disclose or furnish to any
entity, firm, corporation or person, except as otherwise required by applicable
law, any confidential or proprietary information of the Company, any Subsidiary
or Affiliate of the Company; provided, however, that in the event
disclosure is required by applicable law, the Executive shall provide the
Company, any Subsidiary or Affiliate of the Company, as applicable, with prompt
notice of such requirement prior to making any disclosure, so that the Company,
such Subsidiary or Affiliate of the Company, as applicable, may seek an
appropriate protective order.  “Confidential
or propriety information” shall mean information generally unknown to the
public to which the Executive gains access by reason of the Executive’s
relationship with the Company, any Subsidiary or Affiliate of 


 

















 


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, salaries and
employment benefits, and operational costs.


 


(d)                                 Non-Disparagement. 
The Executive shall not at any time, whether during the Executive’s
employment or following the termination of employment, for any reason
whatsoever, and shall not cause or induce others to, defame or disparage the
Company, any Subsidiary or Affiliate of the Company, or the directors or
officers of the Company, any Subsidiary or Affiliate of the Company.


 


(e)                                  Company Property. 
All records, files, memoranda, reports, customer information, client
lists, documents and equipment relating to the business of the Company, any
Subsidiary or Affiliate of the Company which the Executive prepares, possesses
or comes into contact with while the Executive is an employee of the Company,
any Subsidiary or Affiliate of the Company shall remain the sole property of
the Company, such Subsidiary or Affiliate. 
The Executive agrees that upon the Executive’s termination of
employment, for any reason or no reason, the Executive shall provide to the
Company, any Subsidiary or Affiliate of the Company, as applicable, all
documents, papers, files or other material in the Executive’s possession and
under the Executive’s control that are connected with or derived from the
Executive’s services to the Company, any Subsidiary or Affiliate of the
Company.  The Executive agrees that the
Company, the applicable Subsidiary or Affiliate of the Company owns all work
product, patents, copyrights and other material produced by the Executive
during the Executive’s employment with the Company, any Subsidiary or Affiliate
of the Company.


 


(f)                                    Compliance with Company Policies. 
The Executive agrees to fully comply with the applicable internal
policies of the Company or any of its Subsidiaries, as such policies may be
amended from time to time, at any time, during the Executive’s employment by
the Company or any of its Subsidiaries.


 


(g)                                 Cooperation. 
The Executive agrees to cooperate fully with the Company, its
Subsidiaries and Affiliates at any time, whether during the Executive’s
employment or following the termination of employment, taking into account the
requirements of any subsequent employment by the Executive, on all matters
relating to the Executive’s employment, 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 or other documents within the Executive’s control,
provided, however, that the Executive need not take any action hereunder that
would constitute a violation of law or an obligation to any third party or
cause a waiver of attorney-client privilege. 
Without limiting the generality of the foregoing, the Executive shall
cooperate in connection with any (i) past, present or future suit,
countersuit, action, arbitration, mediation, alternative dispute resolution
process, claim, counterclaim, demand, proceeding; (ii) inquiry, proceeding
or investigation by or before any governmental authority; or (iii) arbitration
or mediation tribunal, in each case 


 

















 


involving the Company, its Subsidiaries or
Affiliates.  In connection with the
Executive’s providing such cooperation, the Company, its Subsidiaries and
Affiliates, as applicable, shall reimburse the Executive for reasonable travel,
lodging and other expenses incurred by the Executive, upon submission of
documentation reasonably acceptable to the Company, its Subsidiaries and
Affiliates, as applicable.


 


(h)                                 Injunctive Relief. 
In the event of a breach by the Executive of the Executive’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 Executive acknowledges that the Company
shall suffer irreparable harm in the event of a breach or prospective breach of
paragraphs (a), (b), (c), (d), (e), (f) or (g) of this Section 2.3
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 Executive
resides.  The Executive further agrees
that the Company and its Subsidiaries and 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.


 


Section 2.4 - Offset.


 


In the event that
the Executive voluntarily terminates employment or if the Executive’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 shares of Stock
due to the Company from the Executive, or advanced or loaned to the Executive
by the Company, from any monies or shares of Stock owed to the Executive or the
Executive’s estate by the Company as a result of such termination of
employment.


 


Section 2.5 - 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 Committee 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 Executive
and the Executive’s legal representative in respect of any questions arising
under this Agreement.


 


Section 2.6 - Notices.


 


Any notice to be given under the terms of
this Agreement shall be in writing and addressed to the Company at 1221 Avenue
of the Americas, New York, NY 10020, Attention: Head of Human Resources, and to
the Executive at the address set forth below or at such other address as either
party may hereafter designate in writing to the other by like notice.


 

















 


Section 2.7 - 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 2.8 - 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.


 


Section 2.9 - No Right to Continued
Employment.


 


Nothing in this
Agreement shall be deemed to confer on the Executive any right to continued
employment with the Company or any of its Subsidiaries or Affiliates.


 


Section 2.10 - 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 Executive
agree to amend or restructure this Agreement, to the extent necessary and
appropriate to avoid adverse tax consequences under Section 409A.


 


Section 2.11 - Entire Agreement.


 


The
Plan is incorporated herein by reference. 
The Plan and this Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings, agreements, correspondence and term sheets of
or between the Company and the Executive with respect to the subject matter
hereof.  If there is a conflict between
the terms and conditions of the Plan and the terms and conditions of this Award
Agreement, the terms and conditions of the Plan shall govern.


 


Section 2.12 - Arbitration.


 


(a)                                  Any and all disputes arising out of
or relating to this Agreement will be submitted to and resolved exclusively in
an arbitration proceeding before the Financial Industry Regulatory
Authority.  The arbitration shall be held
in the City of New York.  In agreeing to
arbitrate these disputes, the Executive recognizes that the Executive is
waiving the Executive’s 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 2.12 shall not be
construed to limit the Company’s right to obtain relief under paragraph 2.3(h) (relating
to equitable remedies) with respect to any matter or controversy subject to
paragraph 2.3(h), 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 application to state, federal or other
applicable court, without being required to first arbitrate such matter or
controversy.


 

















 


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


 


 


	
   

  	
  COWEN GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
   

  	
  CHRISTOPHER A. WHITE

  
	
   

  	
   

  	
   

  	
  VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: