Exhibit 10.3


 


June 3,
2009


 


Peter Cohen

At the address last on the records of Ramius


 


Dear Peter:


 


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”).


 


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 Chairman and
Chief Executive Officer of the Company and shall report directly to the Board
of Directors of the Company, and you shall also be appointed, on the Effective
Date, to serve as a member of the Board of Directors of the Company and 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 Five Hundred Thousand Dollars ($500,000) 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
performance-based bonus pursuant to a bonus plan as determined by the
Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”).  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 Compensation Committee 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 the Company, provided that you
shall be entitled to a minimum Annual Bonus equal to Two Hundred Fifty Thousand
Dollars ($250,000) 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). 
Your Annual Bonuses may, at the discretion of the Compensation
Committee, and consistent with similarly situated executives of the Company,
include a certain percentage of restricted securities, other stock or
security-based awards or deferred cash or other deferred compensation.


 


(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.


 


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 (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 


 


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(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 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 (D) (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, 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 Board of Directors of the Company in good faith:


 


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(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 Chairman and Chief Executive Officer of the Company; or


 


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


 


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 


 


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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 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 


 


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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 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


 


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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. 
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 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.


 


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 


 


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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 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 


 


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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.


 


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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/
  Jeffrey M. Solomon

  
	
   

  	
  Name:

  	
  Jeffrey
  M. Solomon

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Kevin McCarthy

  
	
   

  	
  Name:

  	
  J. Kevin McCarthy

  
	
   

  	
  Title:

  	
  Manager

  



 


ACKNOWLEDGED AND AGREED:


 


LEXINGTONPARK PARENT CORP.


 


 


	
  By:

  	
  /s/
  Jeffrey M. Solomon

  	
   

  
	
  Name:

  	
  Jeffrey
  M. Solomon

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ J. Kevin McCarthy

  	
   

  
	
  Name:

  	
  J. Kevin McCarthy

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  



 


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 Peter Cohen]


 

















 


	
  AGREED
  AND ACCEPTED:

  
	
   

  
	
   

  
	
  Signed:

  	
  /s/ Peter Cohen

  	
   

  
	
   

  	
  Peter Cohen

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  June 3, 2009

  	
   

  



 


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