Exhibit 10.2


 


	
  

  	
   

  	
  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
letter shall constitute your agreement (“Agreement”) relating to your
employment with Cowen Group, Inc. (including any successor entity or its
holding company, collectively “Cowen,” or the “Company”), as a Senior Advisor
(your “Employment”), effective as of March 4, 2008.  As set forth more fully below, the Agreement
shall supersede any and all prior employment agreements and letters relating to
your employment with Cowen.


 


1.             Position, Duties and Responsibilities.


 


(a)                                  Position
and Base Salary.  Commencing upon the
date of the Agreement (the “Effective Date”), and continuing until the end of
the calendar year of your seventieth (70th) birthday, except as
otherwise` specified herein (the “Term”), Cowen shall employ you as a Senior
Advisor.  In that capacity, you will be
entitled to receive an annual base salary of two hundred fifty thousand dollars
($250,000).


 


(b)                                 Duties
and Responsibilities.  Your duties
and responsibilities shall be limited to providing advice and counsel to the
Chief Executive Officer of Cowen regarding strategic initiatives and other matters
to be mutually agreed upon; provided, however, 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.


 


(c)                                  Office Space and Administrative Assistant
Services.  You shall be entitled to an office of your
selection to be paid for by the Company, subject to an annual aggregate cap of
seventy five thousand ($75,000.00) dollars. 
Such cap shall be subject to an annual increase of seven and
three/tenths percent 


 


 


 

















 


                                                (7.3%); provided, however, that in no event
shall the aggregate annual cost to the Company exceed one hundred seventy five
thousand ($175,000.00) dollars.  You
shall not enter into a lease of a duration of more than two (2) years
without the prior consent of the Company. Further, during the Term, you shall
be entitled to the services of an administrative assistant of your choosing,
who shall be a salaried employee of the Company, during your service as a
Senior Advisor.  To the extent your
receipt of the office space benefit and/or the services of an administrative
assistant results in the inclusion of income to you, the Company shall pay to
you an additional amount such that your receipt of these benefits, after paying
any federal, state and local income and employment taxes related to such
benefits, shall result in no after-tax expense to you.


 


(d)                                 Right of Suspension of Benefits.  You
shall have the right to suspend your utilization of the office space benefit
and the services of an administrative assistant at your discretion and retain
the right to re-commence utilization of this benefit at any time during your
service as a Senior Advisor; provided, however, that in no event shall your
right to this benefit extend beyond your seventieth (70) birthday.  In the event you exercise your right to
suspend your utilization of the office space benefit, the Company shall have no
obligation to pay for the office space during the suspension period.


 


(e)                                  Use of Facilities.   You
shall have reasonable use of and access to Cowen document processing, technical
support and facilities for assistance with speeches, books and other similar
projects, the costs of which will be borne the Company.


 


(f)                                    Car and Driver.  You
shall have continued use of the car and driver currently provided to you by the
Company through December 31, 2008. 
As of that date, you shall have the right to assume the lease
obligations as to the car.


 


(g)                                 Health
Benefits.  During your service as
Senior Advisor, you, your spouse and your eligible dependents shall continue to
receive health and medical benefits, consistent with the same basic terms and
conditions then existing and applied to Cowen Managing Directors or their
functional equivalents in the event the Company is merged or acquired in a
Change in Control.  All such health and medical benefits shall be
provided in accordance with the terms 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 the expiration of your service as a
Senior Advisor or upon the event of your seventieth (70th) birthday,
whichever is earlier, you, your spouse and your eligible dependents shall have
the right to 


 


 


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                                                continue to be eligible to participate in the
Company’s health and medical benefit plans for the remainder of your lifetime
and the lifetime of your spouse, consistent with the same basic terms and
conditions then existing and applied to Cowen Managing Directors at that time,
to the extent such eligibility is permissible under the health and medical benefit
plans in place at the Company at that time. 
If you so elect to continue to participate in the Company’s health and
medical benefit plans, to the extent such eligibility is permissible under the
health and medical benefit plans in place at the Company at that time, you will
be responsible for paying the full cost of all premiums associated with such
coverage; provided, however, to the extent your participation in the Company’s
health and medical benefit plans results in the inclusion of income to you, the
Company shall pay to you an additional amount such that your participation in
such health and medical benefit plans, after paying any federal, state and
local income and employment taxes related to such participation, shall result
in no after-tax expense to you.


 


2.             Policies. 
You shall continue to be subject to and comply with Cowen’s Code of
Conduct, Conflict of Interest Policy, Employee Investment Policy, customary
compliance policies and all other policies, rules and practices applicable
to Cowen employees of similar rank and status, as now existing or as
subsequently modified or supplemented by Cowen in its sole discretion, except
as specified in Paragraph 7 herein and to the extent the applicability of any
such policies, rules and practices may be waived or modified by the
General Counsel of the Company.


 


3.             Expenses.  All documented and verified, reasonable and
necessary expenses which you incur in connection with the performance of your
duties hereunder shall be reimbursed in accordance with Cowen’s general
policies.  You must submit proper
documentation for each such expense within sixty (60) days after the later of (i) your
incurrence of such expense or (ii) your receipt of the invoice for such
expense.  The Company will reimburse you
for that expense within thirty (30) days after receipt of the documentation.


 


4.             Termination
of Employment.


 


(a)           Death or disability.  Your Employment as a Senior Advisor 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
terminate this Agreement. In such event, your Employment shall be terminated
unless you return to full-time performance of your duties within such thirty
(30) day period. “Disabled”, as used herein, shall mean “Disability,” as such
term is defined in Section 409A of the 


 


 


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Internal Revenue Code of 1986,
as amended (“Section 409A”). 
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 6(a), you or your estate shall be
entitled to receive only that portion of your Base Salary and any benefits or
compensation that have been earned, but unpaid, as of the date of termination.


 


(b)           Cause. 
Nothing herein shall prevent the Board of Directors of Cowen, by way of
a majority vote, taken in your absence, from terminating your Employment for
Cause. “Cause” shall mean:


 


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


 


(ii)                                  any
wrongful act that materially adversely affects the business or reputation of
Cowen, including, but without limitation, breach of a fiduciary duty and/or
intentional material violations of Cowen policies or any violation of law;


 


(iii)                               your
failure or refusal, after written notice of such failure or refusal has been
given to you by the Office of the General Counsel, upon the direction of the
Board of Directors, in any material respect, to perform faithfully or
diligently, the provisions of this Agreement or the duties of your position,
including, by way of example and not of limitation, the failure or refusal to
follow instructions reasonably given in the course of employment, or violation
of any material duty to Cowen; or


 


(iv)                              your
employment by a “direct competitor” of the Company, as defined in Paragraph 7
herein.


 


Upon termination of your
Employment for Cause, you shall be entitled to receive only your Base Salary
and any other benefits or compensation that have been earned or vested in
accordance with the terms of the relevant plans, if any, pursuant to which such
benefits or compensation were awarded, but unpaid, as of the date of termination.


 


(c)           Offset.  In
the event of termination, Cowen may offset, to the fullest extent permitted by
law, any amounts due to Cowen from you, or advanced or loaned to you by Cowen,
from any monies owed to you or your estate by reason of your termination.


 


(d)           Section 409A
Compliance.  Notwithstanding anything
in this Agreement to the contrary, in the event that you are deemed to be a “specified
employee” within the meaning of Section 409A, no payment that is “deferred
compensation” subject to Section 409A shall be made to the Executive prior
to the date that is six (6) months after the date of your separation from
service (as defined 


 


 


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in Section 409A)(or such
earlier date as may be permitted by Section 409A). In such event, the
payments subject to the six (6)-month delay will be paid in a lump sum on the
earliest permissible payment date.


 


5.             Notice of Retirement, Resignation or Termination of
Employment.  During the Term of this
Agreement, you will not voluntarily retire, resign or otherwise terminate your
Employment as a Senior Advisor without first giving Cowen at least ninety (90)
days prior written notice of the effective day of your retirement, resignation
or other termination. Such written notice shall be sent, by certified mail, to
Cowen Group, Inc., Attn: General Counsel, 1221 Avenue of the Americas, New
York, NY 10020.


 


Cowen retains the right to
waive the notice requirement in whole or in part. Cowen may, but shall not be
obligated to, provide you with work at any time after such notice is given
pursuant to this paragraph and the Cowen may, in its discretion, in respect of
all or part of an unexpired period of notice: (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.


 


6.             Non-Solicitation.


 


(a)           While employed and for one 
year thereafter, you will not, without Cowen’s prior written consent,
directly or indirectly, (a) solicit or induce, or cause others to solicit
or induce, any employees of Cowen to leave Cowen, or in any way modify their
relationship with Cowen (except your current assistant(s)), (b) hire or
cause others to hire any employees of Cowen, (c) encourage or assist in
the hiring process of any employees of the Cowen or in the modification of any
such employee’s relationship with Cowen, or cause others to participate,
encourage or assist in the hiring process of any employees of Cowen.


 


(b)           In addition, while employed and for one  year thereafter, you agree you will not,
directly or indirectly solicit the trade or patronage of any clients or
customers or any prospective clients or customers of Cowen with respect to any
products, services or other matters in which Cowen is active.


 


7.             Non-Competition. 
During your Employment as a Senior Advisor, you shall be prohibited from
any affiliation with a direct competitor of Cowen while serving as a Senior
Advisor without the prior written consent of the Board of Directors of Cowen,
which consent shall not be unreasonably withheld.  In the event the Board of Directors of Cowen
declines to consent to your affiliation with a 


 


 


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direct competitor and you
thereafter resign as a Senior Advisor at that time, your service as a Senior
Advisor shall terminate for all purposes as of the date of your resignation and
you shall have no right of suspension pursuant to Paragraph 1(d) herein with
respect to any benefits otherwise provided to you  hereunder.  For purposes of this
provision, the term “direct competitor” of Cowen shall mean investment banking
firms engaged in both serving the same sectors as Cowen and providing similar
products and services in Equity Research, Equity Sales & Trading, and
Investment Banking.


 


8.             Non-Disclosure of Confidential Information.  You will not at any time, whether during your
Employment or following the termination or expiration of your Employment, for
any reason whatsoever, and forever hereafter, directly or indirectly disclose
or furnish to any firm, corporation or person, except as otherwise required by
law, any confidential or proprietary information of Cowen with respect to any
respect of its operations or affairs. “Confidential or proprietary information”
shall mean information generally unknown to the public to which you gain access
by reason of your employment by Cowen 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. This provision survives the
expiration of the term of this Agreement.


 


9.             Return of Company Property and Company Work Product.  All records, files, memoranda, reports,
customer information, client lists, documents, equipment, and the like,
relating to the business of Cowen which you prepared or came into contact with
while you were an employee of Cowen, shall remain the sole property of Cowen.
You agree that on request by Cowen, and in any event upon the termination of
your Employment, you shall turn over to Cowen all documents, papers, or other
material in your possession and under your control which may contain or be
derived from confidential information, together with all documents, notes, or
other work product which is connected with or derived from your services to
Cowen whether or not such material is in your possession. You agree you shall
have no proprietary interest in any work product developed or used by you and
arising out of employment by Cowen. This provision survives the expiration of
the term of this Agreement.


 


10.           Remedies and Rights to Injunctive Relief.  In the event of a breach by you of your
obligation under this Agreement, Cowen, 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 Cowen shall suffer irreparable harm in the event of a breach
or prospective breach of Paragraphs 5, 6, 7, 8 and 9 hereof and monetary
damages would not be adequate compensation. Accordingly, Cowen shall be
entitled to seek injunctive relief in any federal or state court of competent
jurisdiction located in New York County. You waive the defense that a remedy at
law would be adequate. You further agree that Cowen and its affiliates shall be
entitled to recover all costs and expenses (including attorney’s fees) incurred
in connection with the enforcement of Cowen’s rights under this Agreement.


 


 


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11.           Arbitration.


 


(a)           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.  


 


(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)           Following a Change in Control, you shall be entitled to
reimbursement for all reasonable attorneys’ fees and expenses in connection
with any dispute proceedings to the extent the arbitrator determines that you
are entitled to such reimbursement. 


 


12.           Notices.  Any
notice to be given hereunder shall be in writing and delivered personally or
sent by certified mail, postage prepaid, return receipt requested, addressed to
the party concerned at the address indicated below or to such other address as
such party may designate in writing.


 


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  To:

  	
   

  	
  To:

  
	
  Mr. Kim
  S. Fennebresque

  	
   

  	
  Cowen
  Group, Inc.

  
	
  800
  Park Avenue

  	
   

  	
  General
  Counsel

  
	
  New
  York, NY 10021

  	
   

  	
  1221
  Avenue of the Americas

  
	
  And

  	
   

  	
  New
  York, NY 10020

  
	
  Cowen
  Group, Inc.

  1221 Avenue of the Americas

  New York, NY 10020

  	
   

  	
   

  






 


Any
notice delivered personally under this Paragraph shall be deemed given on the
date delivered, and any notice set by certified mail, postage prepaid, return
receipt requested, shall be deemed given on the dated mailed.


 


13.           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, such invalidation of
such part shall not invalidate the remaining portions thereof.


 


14.           Other Agreements.  You represent and warrant that you are not a
party to any agreement or bound by an obligation which would prohibit you from
accepting and agreeing hereto or fully performing the obligations hereunder.


 


15.           Complete Agreement.  The provisions herein contain the entire
agreement and understanding of the parties and fully supersede any and all
prior agreements or understandings between them pertaining to the subject
matter hereof, including the Prior Agreement. There have been no
representations, inducements, promises or agreements of any kind which have
been made by either party, or by any person acting on behalf of either party,
which are not embodied herein. The provisions hereof may not be changed or
altered except in writing duly executed by you and a duly authorized agent of
Cowen.


 


16.           No Rule of Strict
Construction.  The language contained
herein shall be deemed to be that approved by all parties hereto and no rules of
strict construction shall be applied against any party hereto.


 


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17.           Applicable Law.  The interpretation and application of the
terms herein shall be governed by the laws of the State of New York without
regard to principles of conflict of laws.


 


18.           No Waiver.  Any failure by either party to exercise its
rights to terminate this Agreement or to enforce any of its provisions shall
not prejudice such party’s rights of termination or enforcement for any
subsequent or further violations or defaults by the other party.


 


19.           Titles.  Titles to the paragraphs in this Agreement
are intended solely for convenience and no provision of this Agreement is to be
construed by reference to the title of any paragraph.


 


20.           Counterparts.  This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


21.           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 or may cause this Agreement to
fail to comply with Section 409A, such provision may be deemed null and
void and you and the Company agree to amend or restructure this Agreement, to
the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.


 


22.           Successors and Assigns.  This Agreement shall inure to the benefit of,
and shall be binding upon your heirs, executors, administrators, successors and
legal representatives and shall inure to the benefit of, and be binding upon
Cowen and its successors and assigns. You shall not assign, delegate,
sub-delegate, transfer, pledge, encumber, hypothecate, or otherwise dispose of
this Agreement, or any rights, obligations or duties hereunder, and any such
attempted delegation or disposition shall be null and void and without any
force or effect; provided, however, that nothing contained herein shall prevent
you from designating beneficiaries for insurance, death or retirement benefits.


 


[Remainder of page intentionally blank]


 


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If
you agree to the terms set forth in this Agreement please acknowledge your
agreement by signing the signature line set forth below.


 




	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COWEN
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John E.
  Toffolon, Jr.

  
	
   

  	
  John
  E. Toffolon, Jr

  
	
   

  	
  Lead
  Director

  
	
   

  	
  Board
  of Directors

  
	
   

  	
  Cowen
  Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED
  AND ACCEPTED

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  /s/
  Kim S. Fennebresque

  	
   

  
	
   

  	
  Kim
  S. Fennebresque

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  March 4, 2008

  	
   

  
	
   

  	
   

  	
   

  






 


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