Exhibit 10.6


 


June 3, 2009


 


Thomas Strauss

At the address last on the records of Ramius


 


Dear Tom:


 


As you know, Cowen Group, Inc.
(“Cowen”) has entered into a Transaction Agreement and Agreement and Plan of
Merger (the “Transaction Agreement”) with LexingtonPark Parent Corp. (the “Company”),
Lexington Merger Corp., Park Exchange LLC (the “Exchange Sub”), and Ramius
LLC (“Ramius”), pursuant to which, among other things, Cowen will become a
wholly owned subsidiary of the Company, and Exchange Sub will acquire
substantially all of the assets and assume all of the liabilities of Ramius (collectively,
the “Transaction”).  The Company and
the Exchange Sub desire to have your continued dedication and service pending
and following the Transaction. 
Accordingly, we are pleased to offer you continued employment with the
Company and its subsidiaries, and we look forward to continuing our mutually
rewarding and beneficial relationship. 
This letter agreement (the “Agreement”) will outline the terms of your
continued employment.  This Agreement
will become effective upon the Effective Time (as defined in the Transaction
Agreement) (the “Effective Date”) and, as more fully set forth below, shall, as
of the Effective Date, supersede any and all prior employment agreements and
letters concerning your employment with Ramius and its subsidiaries, including,
without limitation the Employment Agreement by and between Ramius Fund of Funds
Group LLC and you, dated as of September 30, 2004 (the “Previous
Employment Agreement”).


 


1.             Term.  This Agreement
provides the details of the terms of your employment from and following the
Effective Date until termination of your employment (the “Term”), and certain
other terms and conditions of your employment with the Company and its
subsidiaries that continue beyond the Term unless otherwise specified.


 


2.             Position.  You shall be
employed as the Chief Executive Officer and President of Ramius FoF and shall
report directly to the Chief Executive Officer of the Company, and you shall
also be appointed, on the Effective Date, to serve as a member of the Company’s
Executive Management Committee and the Company’s Operating Committee.  You shall have the duties, responsibilities
and authority commensurate with your title and position.  You shall continue to be subject to, and must
comply with, all policies and procedures applicable to employees of the
Exchange Sub, as now existing or as may be modified or supplemented from time
to time by the Exchange Sub.


 


3.             Compensation
and Benefits.


 


(a)           Base
Salary.  You will be paid a base salary at the rate of
not less than Four Hundred Fifty Thousand Dollars ($450,000) per annum (“Base
Salary”), payable in accordance with the Company’s prevailing payroll practices
but no less frequently than monthly.


 

















 


The
term Base Salary as utilized in this Agreement shall refer to Base Salary as in
effect from time to time, including any increases.  Except as otherwise provided in this
Agreement, any obligation to pay your Base Salary will cease upon the
termination of your employment.


 


(b)           Annual
Bonus.  For each calendar year during which you are
employed by the Exchange Sub, you shall be entitled to earn an annual
discretionary bonus in an amount determined by the Ramius FoF Board
Representatives.  The total annual bonus that
may be earned by you for any calendar year is referred to herein as the “Annual
Bonus.”  Your Annual Bonus shall be
determined by the Ramius FoF Board Representatives consistently with and on the
same basis as, and shall have terms and conditions no less favorable than those
that apply to, other similarly situated executives of Ramius FoF, provided that
you shall be entitled to a minimum Annual Bonus equal to Five Hundred Thousand
Dollars ($500,000) for each completed calendar year ending during the Term
(excluding any Notice Period, as defined below, upon a voluntary termination
without Good Reason, as defined below) (provided that the Ramius FoF Net Profit
(as defined in the Ramius FoF LLC Agreement) for each applicable bonus year is
greater than the Ramius FoF New Profit for 2004).


 


(c)           Benefits.  During the Term,
you will be entitled to employee benefits, fringe benefits and perquisites
consistent with, and on the same basis as, similarly situated executives of the
Company, subject to the terms of the Transaction Agreement, including, without
limitation, the provisions contained in Section 7.6 thereof.


 


(d)           Expense
Reimbursement.  During the Term, the Company shall reimburse
you for all reasonable expenses incurred by you in the performance of your duties
in accordance with the Company’s policies applicable to similarly situated
executives of the Company.  All
reimbursements provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A (“Section 409A”) of
the Internal Revenue Code of 1986, as amended (the “Code”).


 


(e)           Vacation.  During the Term,
you shall be eligible for paid-time off in accordance with the Company’s
vacation policy.


 


(f)            Ramius
FoF Participation Program.  You shall continue to participate in the
Ramius FoF Tapestry Participation Program (the “Tapestry Program”) on the
same terms and conditions on which you participated in such program immediately
prior to the Effective Date; provided,
that following the Effective Date, 100% of any Tapestry Interest you receive
pursuant to such Tapestry Program shall be invested in products of Ramius FoF.


 


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
the Company for any reason other than due to (x) your death or Disability
(as defined below) or (y) for Cause (as defined below) or 


 


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(ii) by
you upon resignation for Good Reason (as defined below), you shall be entitled
to receive (A) that portion of your Base Salary earned, but unpaid as of
the date of termination, paid within thirty (30) days of the date of your
termination, (B) any Annual Bonus earned by you for a prior completed
calendar year to the extent not theretofore paid and not theretofore deferred
(with any such deferred amounts to be paid in accordance with and at the times
set forth in the applicable deferral arrangement) paid at the same time as all
other Company annual bonuses are paid for the year in which your employment
terminates, but in no event later than March 15 of the calendar year
following the year in which your employment terminates (the amounts described
in clauses (A) and (B), and the times at which such amounts are paid,
shall be hereinafter referred to as the “Accrued Obligations”), (C) you
shall be entitled to receive a lump sum cash payment (the “Separation
Payment”) equal to two (2) times the greater of (I) the sum of (x) your
Base Salary as of the end of the calendar year immediately preceding the
calendar year in which such termination occurs, and (y) the cash portion
of your Annual Bonus in respect of the calendar year immediately preceding the
calendar year in which such termination occurs and (II) the value of your
Tapestry Program award in respect of the calendar year immediately preceding
the calendar year in which such termination occurs, and (D) both (1) any
outstanding equity awards (including awards held by you pursuant to the Ramius
LLC Employee Ownership Program) shall become fully vested and exercisable and
any restrictions thereon shall lapse effective as of your date of termination
(provided that any delays in payment or settlement set forth in such grant or
award agreements that are required under Section 409A shall remain
effective) and (2) any stock options outstanding as of your date of
termination 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) (clauses (1) and (2) collectively
referred to herein as the “Equity Benefits”). 
In order to receive the Separation Payment, you will also be required to
sign a Settlement Agreement and Release of the Company in a form customarily
used by the Company, which will include a general release of known and unknown
claims, provisions relating to return of Company property and non-disparagement
and a requirement to cooperate regarding any future litigation (the “Release”)
within fifty-two (52) days of the date of termination of your employment (or
such earlier time as may be permissible under the Release taking into account
any revocation period).  The Separation
Payment shall be paid to you within ten (10) days following the expiration
of the revocation period applicable to the Release, and in no event later than
sixty (60) days of the date of termination of your employment, assuming you
have signed, returned to the Company and not revoked the Release.


 


(b)           Death
or Disability.  Your employment shall terminate on your
death.  If you become “Disabled,” the
Company 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, 


 


3

















 


reputable
physician agreed upon by the parties or their respective doctors.  Upon termination under this paragraph 4(b),
you or your estate shall be entitled to receive (i) the Accrued
Obligations and (ii) the Equity Benefits.


 


(c)           Termination
for Cause.  The Company may terminate your employment
with or without Cause.  Upon termination
of employment for Cause, you shall be entitled to receive only that portion of
your Base Salary earned, but unpaid, as of the date of termination, payable no
later than thirty (30) days after your date of termination.  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 Company in good faith:


 


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


 


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


 


(iii)          your material 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 the Company;


 


(iv)          your failure to perform the material duties of your
position.


 


In the case of clauses (ii) through
(iv) above, to the extent your alleged breach is reasonably subject to
cure, your employment shall not be terminated for Cause unless and until you have
been given written notice and shall have failed to correct any such violation,
failure or refusal to follow instructions within ten (10) business days of
such notice.


 


(d)           Termination
By You without Good Reason.  You may terminate your employment with or
without “Good Reason”.  Upon termination
of your employment by you without Good Reason, you shall be entitled to receive
only that portion of your Base Salary earned, but unpaid, as of the effective
date of termination, payable no later than thirty (30) days after the effective
date of termination.  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 the Company’s offices
in New York, New York;


 


(ii)           a material diminution by the Company of your roles and
responsibilities as Chief Executive Officer and President of Ramius FoF; or


 


(iii)          any material breach of this Agreement by the Company.


 


4

















 


In order to invoke a
termination for Good Reason, you must provide written notice to the Company of
the existence of the conditions giving rise to such “Good Reason” within ninety
(90) days following your knowledge of the initial existence of such condition
or conditions, and the Company shall have thirty (30) days following receipt of
such written notice (the “Cure Period”) during which it may remedy the
condition.  In the event that the Company
fails to remedy the condition constituting Good Reason during the Cure Period,
you must deliver notice to the Company of your intention to terminate
employment, if at all, within ninety (90) days following the Cure Period in
order for such termination to constitute a termination for Good Reason.


 


(e)           Further
Effect of Termination on Board and Officer Positions.  If your employment
ends for any reason, you agree 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 of Directors of the
Company (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).  You hereby
irrevocably appoint the Company to be your attorney-in-fact 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.


 


(f)            No
Mitigation; Offset.  In no event shall you be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to you under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not you obtain other employment.  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, or advanced or loaned to you by the
Company, from any monies owed to you or your estate by reason of your termination,
except to the extent such withholding or offset is not permitted under Section 409A
without the imposition of additional taxes or penalties on you.


 


5.             Notice
of Termination.  You shall not voluntarily terminate your
employment relationship with the Company or any of its affiliates without Good Reason (including, due to retirement) 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 the General
Counsel of the Company at the Company’s primary New York address.  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 (a) require you to comply with such conditions as it may specify
in relation to transitioning your duties and responsibilities; (b) assign
you other duties; or (c) withdraw any powers vested in, or duties assigned
to you.  You and the Company shall take
all steps necessary (including with regard to any post-termination services by
you) to ensure that any termination of your employment described in this
Agreement


 


5














 


constitutes a “separation from service”
within the meaning of Section 409A, and notwithstanding anything contained
herein to the contrary, the date on which such separation from service takes
place shall be the “date of termination of your employment.”


 


6.             Non-Solicitation.  While employed and
for a period of one (1) year following your date of termination for any
reason whatsoever, you shall not, without the prior written consent of the
Company, directly or indirectly:  (a) solicit
or induce, or cause others to solicit or induce, any employees of the Company
to leave the Company or 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 or alternative
investment products, services, trade secrets or other investment banking or
alternative investment product matters in which the Company is active, which includes, but is not limited to, investment banking,
hedge fund and private equity investments, sales and trading and/or research.  For purposes of
paragraphs 6, 7, 8, and 9 of this Agreement, Company shall mean the Company and
its controlled affiliates. This provision shall survive the expiration of the
Term.


 


7.             Non-Competition.  During the Term
(including any applicable Notice Period), you may not, anywhere in the United
States or elsewhere in the world, directly or indirectly, be employed by,
assist or otherwise be affiliated with any Competitor of the Company.  For purposes of this Agreement, “Competitor”
of the Company shall mean any public or private investment banking or
commercial banking firm, as well as any firm engaging in alternative investment
strategies, including hedge fund and private equity fund investments, as well
as any of such firms’ subsidiaries or controlled affiliates; provided, that ownership for personal investment purposes
only of less than 2% of the voting stock of any publicly held corporation shall
not constitute a violation hereof.


 


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 


 


6

















 


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.  This provision shall survive the
expiration of the Term.


 


11.           Arbitration.  Any and all
disputes arising out of or relating to your employment or the termination of
your employment pursuant to this Agreement, 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.           Complete
Agreement.  The provisions herein contain the entire
agreement and understanding of the parties regarding compensation and your
employment and shall, as of the Effective Date, fully supersede any and all
prior agreements, representations, promises or understandings, written or oral,
between them pertaining to the subject matter, including, without limitation
the Previous Employment Agreement.  In
the event that either (i) the Transaction is not consummated, (ii) the
Transaction Agreement is terminated in accordance with its terms, or (iii) your
employment with Ramius FoF has terminated prior to the Effective Date, this
Agreement shall be null and void ab initio and
of no further force and effect.  The
provisions of this Agreement may not be changed or altered except in writing
signed by you and a duly authorized agent of the Company.


 


7

















 


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


 


15.           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 Agreement.


 


16.           Assignment.  The rights and
obligations of the Company under this Agreement 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 Agreement and the terms and conditions stated
herein.


 


17.           Tax
Compliance.  The Company or any of its applicable
affiliates shall withhold from any amounts payable or provided 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)
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.  If you
die during the postponement period, the amounts and entitlements delayed on
account of Section 409A of the Code shall be paid to the personal
representative of your estate on the first to occur of the New Payment Date and
thirty (30) days after the date of your death. 
For purposes of this Agreement, each amount to be paid or benefit to be
provided shall be construed as a separate 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.  All reimbursements and in-kind benefits
provided under this Agreement that constitute deferred compensation within the
meaning of Section 409A shall be made or provided in accordance with the
requirements of Section 409A, including, without limitation, that (a) in
no event shall reimbursements to you under this Agreement be made later than
the end of the calendar year next following the calendar year in 


 


8

















 


which
the applicable fees and expenses were incurred, provided, that you shall have
submitted an invoice for such fees and expenses at least ten (10) days
before the end of the calendar year next following the calendar year in which
such fees and expenses were incurred; (b) the amount of in-kind benefits
that you are entitled to receive in any given calendar year shall not affect
the in-kind benefits that you are entitled to receive in any other calendar
year; (c) your right to such reimbursements and in-kind benefits may not
be liquidated or exchanged for any other benefit; and (d) in no event
shall your entitlement to such reimbursements or such in-kind benefits apply
later than your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date).  This Agreement is intended to comply with the
provisions of Section 409A and shall, to the extent practicable, be
construed in accordance therewith.  In no
event shall a tax gross-up payment be paid later than the end of the year
following the year that the related taxes, or taxes on the underlying income or
imputed income, are remitted to the applicable taxing authority. Terms defined
in this 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 Section 409A.


 


18.           Survivorship. 
Upon the expiration or other termination of this Agreement or your
employment, the respective rights and obligations of the parties hereto shall
survive to the extent necessary to carry out the intentions of the parties
under this Agreement.


 


9

















 


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


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARK
  EXCHANGE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher A. White

  
	
   

  	
  Name:

  	
  Christopher
  A. White

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey M. Solomon

  
	
   

  	
  Name:

  	
  Jeffrey
  M. Solomon

  
	
   

  	
  Title:

  	
  Manager

  



 


 


	
  ACKNOWLEDGED
  AND AGREED:

  
	
   

  
	
  LEXINGTONPARK
  PARENT CORP.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Christopher A. White

  	
   

  
	
  Name:

  	
  Christopher
  A. White

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jeffrey M. Solomon

  	
   

  
	
  Name:

  	
  Jeffrey
  M. Solomon

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED (solely in respect of that portion of the Equity Benefits relating
  to the Ramius Employee Ownership Program):

  
	
   

  	
   

  	
   

  
	
  RAMIUS
  LLC

  	
   

  
	
  By:
  C4S & Co., L.L.C., its managing member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter A. Cohen

  	
   

  
	
  Name:

  	
  Peter A. Cohen

  	
   

  
	
  Title:

  	
  Managing Member

  	
   

  



 


 


[Signature Page to Employment Letter of Thomas Strauss]


 

















 


	
  AGREED AND ACCEPTED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  /s/ Thomas Strauss

  	
   

  
	
   

  	
  Thomas Strauss

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  June 3, 2009

  	
   

  



 


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