Exhibit 10.4


 


EXECUTION COPY


 


July 10, 2009


 


Christopher A. White


At the address last on the records of Cowen


 


Dear Chris:


 


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 Cowen 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.  Cowen, the Company and you previously entered
into a letter agreement on June 3, 2009, which outlined the terms of your
continued employment (the “Prior Agreement”). 
Given that the terms of your continued employment have changed since the
parties entered into the Prior Agreement, the parties wish to enter into this
letter agreement (the “Agreement”), which will outline such updated terms of
your continued employment and will supersede the Prior Agreement.  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 Cowen and its subsidiaries, including, without limitation, the Prior
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 a Managing Director
and the Chief Financial Officer of the Company 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 Operating Committee.  You shall have the duties, responsibilities
and authority commensurate with your title and position and such other duties
and responsibilities as may be reasonably assigned to you by the Chief
Executive Officer of the Company.  You
shall continue to be subject to, and must comply with, all policies and
procedures applicable to employees of the Company’s Broker-Dealer subsidiary
(the “BD Subsidiary”), as now existing or as may be modified or supplemented from
time to time by the BD Subsidiary.


 

















 


3.             Compensation
and Benefits.


 


a.             Base Salary.  You will be paid a base salary at the rate of
not less than Four Hundred Thousand Dollars ($400,000) 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 Company, you shall be entitled to earn an annual
performance-based bonus pursuant to a Company bonus plan as determined by the
Chief Executive Officer of the BD Subsidiary in consultation with the Chief
Executive Officer of the Company (the “Internal Committee”), and, if necessary,
approved 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
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.  Your Annual Bonuses may,
at the discretion of the Internal Committee and/or 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 BD Subsidiary’s vacation policy.


 


4.             Restricted Stock Award.


 


a.             Award.  The Company will grant you, effective as of
the Effective Date, 115,533 restricted shares of Company common stock (“Common
Stock”) (the “Restricted Stock Award”) on the terms and conditions set forth in
this paragraph 4; provided, however, if as of the Effective Date, the Company’s
shareholders have not approved an amendment or a successor plan to the Cowen
Group, Inc. 2007 Equity and Incentive Plan and the Cowen Group, Inc.
2006 


 


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Equity and Incentive Plan
(together, the “Cowen Plan”) and there are not sufficient shares under the
Cowen Plan to grant you the entire amount of shares of Common Stock subject to
the Restricted Stock Award, you will be granted a “Pro-Rata Restricted Stock
Award” on the Effective Date.  For
purposes of this Agreement, a “Pro-Rata Restricted Stock Award” means that
number of restricted shares of Common Stock equal to the product of (i) (x) the
total number of shares of Common Stock subject to your Restricted Stock Award,
divided by (y) the total number of shares of Common Stock subject to
similar restricted stock awards or restricted stock unit awards to be granted
on the Effective Date and (ii) the total number of shares of Common Stock
available for grant under the Cowen Plan on the Effective Date.


 


b.             Failure to Grant the Entire
Restricted Stock Award on the Effective Date.  In the event that the Company has not granted
you the entire Restricted Stock Award on the Effective Date, the Company shall,
by July 1, 2010, grant you any theretofore ungranted portion of the
Restricted Stock Award; provided, however, if there are not sufficient shares
available to grant you such ungranted portion of the Restricted Stock Award by July 1,
2010, the Company shall instead, in no event later than July 1, 2010, grant
you the right to receive an amount in cash equal to One Million Dollars ($1,000,000),
less the Effective Date value of the Pro-Rata Restricted Stock Award and any
other portion of the Restricted Stock Award, if any, previously granted to you
(such cash award, the “Cash Makeup Award”).


 


c.             Vesting.  The Restricted Stock Award (or the Cash
Makeup Award, as applicable) shall vest and become free of restrictions in two
equal installments on each of the second and third anniversaries of the
Effective Date, provided that you are employed by the Company or a subsidiary
thereof and have not yet given notice to terminate your employment without Good
Reason (as set forth in paragraph 6 below) as of such date.  Notwithstanding the foregoing, any
theretofore unvested portion of the Restricted Stock Award (or the Cash Makeup
Award, as applicable) shall immediately vest in full and become free of
restriction (and, in the case of the Cash Makeup Award, be paid in cash within thirty
(30) days of the date of termination), in the event that, (i) your
employment is terminated (x) by the Company other than for Cause (as
defined below), (y) due to your death or Disability (as defined below) or (z) by
you for Good Reason (as defined below) or (ii) a Change in Control of the
Company (as defined in the Cowen Group, Inc. 2007 Equity and Incentive
Plan, as may be revised to reflect the structure of the Company following the Transaction)
occurs after the Effective Date (each of the events in clauses (i) and (ii),
an “Accelerated Vesting Event”).  In the
event that an Accelerated Vesting Event occurs prior to the Company having
granted you any portion of the Restricted Stock Award or the Cash Makeup Award,
as applicable, you shall vest in full in, and be paid in cash within thirty (30)
days of the date of termination (or, in the event of a Change in Control, on the
date of such Change in Control), an amount in cash equal to the theretofore
ungranted portion of the Restricted Stock Award.


 


d.             Registration.  As of the Effective Date, the Company shall,
at its expense, reserve for issuance a number of shares of Common Stock at
least equal to the number of shares of Common Stock that will be subject to the
Restricted Stock Award and shall, as soon as reasonably possible after the
Effective Date, file a registration statement on Form S-8 (or any
successor form, or if Form S-8 is not available, other appropriate forms)
with respect to the 


 


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shares of Common Stock
subject to the Restricted Stock Award. 
The Company shall thereafter maintain the effectiveness of such registration
statement or registration statements (and maintain the current status of the
prospectus or prospectuses contained therein) for so long as you hold the
Restricted Stock Award (or any portion thereof) or any of the shares of Common
Stock that were previously subject to the Restricted Stock Award, or until such
earlier date as such Restricted Stock Award and shares of Common Stock, as
applicable, may otherwise be freely sold under applicable law.


 


e.             Other Terms of Restricted
Stock Award; Form of Agreement.  The terms of your Restricted Stock Award will
be evidenced in an award agreement by and between you and the Company, which
will be substantially in the same form as (and shall in no event contain terms
less favorable to you than those contained in) the “Form of 2007 Equity
Award Agreement for Executive Officers” filed as Exhibit 10.25 to the
Cowen Group, Inc. Form 10-K for the year ended December 31, 2008,
provided that such award agreement will be modified to incorporate the terms of
this Agreement (including, without limitation, the defined terms contained
herein and the restrictive covenants set forth herein) which shall, in any
event, control.


 


5.             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 (A) and (B), and the times at which such amounts are paid, shall
be hereinafter referred to as the “Accrued Obligations”), and (C) in
addition to any rights you have with respect to the Restricted Stock Award
under paragraph 4 of this Agreement, (1) any outstanding equity awards
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”).


 


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 


 


4

















 


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 5b, in addition to any rights you
have under paragraph 4 of this Agreement, 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 BD Subsidiary), 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 BD
Subsidiary;


 


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 or the BD Subsidiary’s offices in the New York City
metropolitan area;


 


5

















 


ii.             a material diminution by the Company or the BD
Subsidiary of your roles and responsibilities, it being agreed and understood
that your roles and responsibilities may change on terms that are mutually
acceptable to you, the Company, and the BD Subsidiary, and such change will be
deemed not to be a material diminution within the meaning of this clause; 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 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.


 


6.             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 


 


6

















 


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.”


 


7.             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 7, 8, 9 and 10 of this Agreement, Company shall mean the
Company and its controlled affiliates. This provision shall survive the
expiration of the Term.


 


8.             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.


 


9.             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 


 


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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.


 


10.           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.


 


11.           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 7,
8, 9 and/or 10 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.


 


12.           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.


 


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


 


14.           Treatment of Current Equity;
Share Lockup. 
Notwithstanding anything to the contrary in any of (i) the Cowen
Group, Inc. 2007 Equity and Incentive Plan, (ii) the Cowen Group, Inc.
2006 Equity and Incentive Plan, (iii) the Transaction Agreement, and (iv) any
other applicable agreement, contract, or arrangement between you and Cowen or
any of its subsidiaries, you hereby agree that neither the Transaction nor any
related transaction shall result in the accelerated vesting of, or lapsing of
restrictions on, any outstanding equity awards held by you as of the Effective
Date.  You shall be prohibited from
selling any portion of the shares of Common Stock held by you as of the
Effective Date or received (net of any shares sold or 


 


8

















 


withheld at that time to pay
taxes) by you upon the vesting and/or exercise of equity awards granted to you
prior to the Effective Date, in either case until the first to occur of (a) the
one (1) year anniversary of the Effective Date, (b) your termination
of employment by the Company without Cause, due to your death or Disability, or
by you for Good Reason, and (c) the occurrence of a Change in Control of
the Company occurring after the Effective Date.


 


15.           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 Prior 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 Cowen 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.


 


16.           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.


 


17.           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.


 


18.           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.


 


19.           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 


 


9

















 


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 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.


 


20.           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,

  
	
   

  	
   

  
	
   

  	
  COWEN
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Kevin McCarthy

  
	
   

  	
  Name: 

  	
  J.
  Kevin McCarthy

  
	
   

  	
  Title:

  	
  General
  Counsel

  
	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LexingtonPark
  Parent Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Marran Ogilvie

  	
   

  
	
  Name:

  	
  Marran
  Ogilvie

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  /s/ Christopher A. White

  	
   

  
	
   

  	
  Christopher A. White

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  July 10, 2009

  	
   

  



 


[Signature Page to White Employment Letter]


 


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