Exhibit 10.1


 


EQUITY AWARD AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is made by and between Cowen Group, Inc.
(the “Company”), and Christopher A.
White, (the “Grantee”), as of December 2,
2009.


 


RECITALS


 


WHEREAS, the Company has entered into that certain
Transaction Agreement and Agreement and Plan of Merger dated as of June 3,
2009 (the “Transaction Agreement”); and


 


WHEREAS, in connection with the consummation of the
transactions contemplated by the Transaction Agreement, the Company has assumed
all of Cowen Holdings’ rights and obligations under the Cowen Group, Inc.
2007 Equity and Incentive Plan, as amended from time to time (the “Plan”), and shall continue to
maintain the Plan thereafter in accordance with its terms as amended from time
to time; and


 


WHEREAS, in connection with and to secure the Grantee’s
retention through and following the transactions contemplated by the
Transaction Agreement, the Company desires to grant to the Grantee the restricted
shares described herein (the “Award”),
subject to the terms of the Plan and shareholder approval thereof; and


 


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


 


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


 


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 Award granted to the Grantee by the Company as
of the date first set forth above (the “Grant
Date”) consists of 68,682 shares of restricted common stock of
the Company pursuant to the terms and subject to the conditions and
restrictions of this Agreement and the Plan.


 


Section 1.2
- Restrictions and Restricted Period.


 


(a)           Restrictions.  The shares of restricted stock underlying the
Award 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 the forfeiture and other
provisions set forth in Section 1.4, the Restrictions shall lapse, and the
Award shall become nonforfeitable and transferable (provided that such transfer
is in compliance with federal and state securities laws) with respect to (1) fifty
percent (50%) of the Award on the second anniversary of the Grant Date and (2) the
remaining fifty percent (50%) of the Award on the third anniversary of the
Grant Date (collectively, the “Vesting Date(s),”
and that period from Grant Date through the final Vesting Date, the “Restricted Period”).  Notwithstanding anything in the Plan to the
contrary, no portion of this Award shall vest in connection with a Change in
Control (as defined in the Plan).


 


Section 1.3
- Rights as a Stockholder.


 


During the Restricted Period and for so long as the
Award is held by or for the benefit of the Grantee, the Grantee shall have all
the rights of a stockholder of the Company with respect to the Award.  In the event of any adjustment to the Award
pursuant to the Plan, then in such event, any and all new, substituted, or
additional securities to which the Grantee is entitled by reason of the Award
shall be immediately subject to the Restrictions with the same force and effect
as the Award subject to such Restrictions immediately before such event.


 


Section 1.4
- Cessation of Employment.


 


(a)           Acceleration.  If the Grantee’s employment or service with
the Employer is terminated (i) by the Company other than for Cause, (ii) due
to the Grantee’s death or Disability, or (iii) by the Grantee for Good
Reason, all Restrictions on the Award shall lapse and the Award shall
immediately vest in full as of the date of such termination.


 


(b)           Forfeiture.  If the Grantee’s employment or service with
the Employer is terminated either (1) due to the Grantee’s voluntary
resignation (other than for Good Reason) or (2) by the Employer for Cause,
then the then-unvested portion of the Award shall immediately be forfeited to
the Company (and in the case of a voluntary resignation without Good Reason,
such forfeiture shall occur as of the date the Grantee provided notice of such
resignation), and neither the Grantee nor any of the Grantee’s successors,
heirs, assigns, or personal representatives shall thereafter have any further
rights or interests in such then-unvested portion of the Award.


 


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 Award are registered in the name of the
Grantee, then the Company may retain physical possession of any such
certificate until the Restricted Period has lapsed.


 


Section 1.6
- Taxes.


 


The Grantee shall pay promptly upon request, at the
time the Grantee recognizes taxable income in respect of the shares of the
Award, the minimum amount equal to the federal, state, and local taxes the
Company determines are required to be withheld under applicable tax laws with
respect to the Award (the “Tax Withholding Amount”).  To the extent permitted by applicable law or
regulation, the Company may allow the Grantee to elect (a) that the Tax
Withholding Amount be deducted from the Grantee’s base salary in the year in
which some or all


 


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of the Award vests and/or (b) that
the Company distribute the vested portion of the Award net of the number of the
smallest portion of the Award, in whole shares only, having a Fair Market Value
(as defined in the Plan) of which is equal to the Tax Withholding Amount.


 


ARTICLE
II



MISCELLANEOUS


 


Section 2.1
- Certificate; Restrictive Legend.


 


The Grantee agrees that any certificate issued for restricted common
stock of the Company underlying the Award 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 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)           “Affiliate”
means, with respect to any entity, any other entity that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, such entity.


 


(b)           “Cause”
shall have the meaning set forth in the employment letter agreement between the
Grantee and Cowen Group, Inc. dated as of July 10, 2009 (the “Letter Agreement”).


 


(c)           “Disability”
shall have the meaning set forth in the Letter Agreement.


 


(d)           “Employer”
means the Company or the Affiliate of the Company that employs the Grantee
following the consummation of the transactions contemplated by the Transaction
Agreement.


 


(e)           “Good Reason” shall have the
meaning set forth in the Letter Agreement.


 


Section 2.3
- Notice of Termination.


 


The notice of termination provision set forth in Section 6
of the Letter Agreement shall apply as if set forth herein.


 


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Section 2.4
- Restrictive Covenants.


 


(a)           The restrictive covenants
set forth in Sections 7, 8, 9 and 10 of the Letter Agreement shall apply as if
set forth herein.


 


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


 


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


 


(d)           Cooperation.  The Grantee agrees to cooperate fully with
the Company and the Employer at any time, whether during the Grantee’s
employment or following any termination thereof, taking into account the
requirements of any subsequent employment by the Grantee, on all matters
relating to the Grantee’s employment, which cooperation shall be provided
without additional consideration or compensation and shall include, without
limitation, being available to serve as a witness and be interviewed and making
available any books, records, and other documents within the Grantee’s control,
provided, however, that the Grantee need not take any action
hereunder that would constitute a violation of law or obligation to any third
party (except to the extent such obligation arises due to any action taken by
the Grantee with the intention to circumvent the operation of this Section 2.4(d))
or cause a waiver of attorney-client privilege. 
Without limiting the generality of the foregoing, the Grantee shall
cooperate in connection with any (1) past, present, or future suit,
countersuit, action, arbitration, mediation, alternative dispute resolution
process, claim, counterclaim, demand, and proceeding, (2) inquiry,
proceeding, or investigation by or before any governmental authority, and (3) arbitration
or mediation tribunal, in each case involving the Company, the Employer, or any
of their controlled Affiliates.  In
connection with the Grantee’s providing such cooperation, the Company or the
Employer, as applicable, shall reimburse the Grantee for reasonable travel,
lodging, and other expenses incurred by the Grantee, upon submission of
documentation reasonably acceptable to the Company or the Employer, as
applicable.


 


Section 2.5
- Injunctive Relief.


 


In the event of a breach by the Grantee of the
Grantee’s obligations under this Agreement, the Company, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this
Agreement.  The Grantee acknowledges that
the Company shall suffer irreparable harm in the event of a breach or
prospective breach of any of the restrictive covenants set forth in Section 2.4
herein, and that monetary damages would not be adequate relief.  Accordingly, the Company shall be entitled to
seek injunctive relief in any federal or state court of competent jurisdiction
located in New York County, or in any state in which the Grantee resides.  The Grantee further agrees that the Company
and the Employer shall be entitled to recover all costs and expenses 


 


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(including attorneys’ fees
and expenses) incurred in connection with the enforcement of the Company’s
rights hereunder.


 


Section 2.6
- Offset.


 


In the event that the Grantee voluntarily terminates employment or if
the Grantee’s employment is terminated, for any reason or no reason, the
Company may offset, to the fullest extent permitted by law, any amounts of
money or other property due to the Company from the Grantee, or advanced or
loaned to the Grantee by the Company, from any money or property owed to the
Grantee or the Grantee’s estate by the Company as a result of such termination
of employment, except to the extent such withholding or offset is not permitted
under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”), without the imposition of additional
taxes or penalties on the Grantee.


 


Section 2.7
- Governing Law.


 


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


 


Section 2.8
- Notices.


 


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


 


Section 2.9
- 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 2.10
- 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 2.11
- No Right to Continued Employment.


 


Nothing in this Agreement shall be deemed to confer on the Grantee any
right to continued employment with the Employer or any Affiliate.


 


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Section 2.12
- Section 409A.


 


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


 


Section 2.13
- Entire Agreement.


 


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


 


Section 2.14
- Arbitration.


 


(a)           Any and all disputes arising
out of or relating to this Agreement or to the Grantee’s employment with the Company,
the Employer, or any of their controlled Affiliates, including any statutory
claims based on alleged discrimination, shall be submitted to, and resolved
exclusively by, the American Arbitration Association (“AAA”)
pursuant to the AAA’s Employment Arbitration Rules and Mediation
Procedures.  The arbitration shall be
held in the City of New York.  In
agreeing to arbitrate these disputes, the Grantee recognizes that the Grantee
is waiving his right to a trial in court and by a jury.  The arbitration award shall be final and
binding upon both parties, and judgment upon the award may be entered in a
court of competent jurisdiction.


 


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


 


(c)           This Section 2.14 shall
not be construed to limit the Company’s right to obtain relief under Section 2.5
(relating to equitable remedies) with respect to any matter or controversy
subject to Section 2.5, 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.


 


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


 


	
   

  	
  COWEN GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marran Ogilvie

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Marran Ogilvie

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Chief of Staff

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Christopher A. White

  	
   

  	
   

  
	
  Grantee: Christopher A. White

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: December 4,
  2009