Exhibit 10.1


 


COWEN GROUP, INC.


 


2009 CARRIED INTEREST EQUIVALENT AWARD


 


THIS AGREEMENT (the “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”)
and Christopher A. White (the “Employee”),
as of August 7, 2009.


 


RECITALS


 


WHEREAS,
Cowen Healthcare Royalty GP, LLC (the “General Partner”) is the general partner
of Cowen Healthcare Royalty Partners, L.P. (the “Fund”); and


 


WHEREAS,
the General Partner is entitled to receive a percentage of profits, in excess
of certain minimum levels, earned by the Fund, if any, as a performance fee (“Carried
Interest”); and


 


WHEREAS,
the Company is a member of the General Partner and is therefore eligible to
receive a certain percentage of the Carried Interest, if any; and


 


WHEREAS,
the Company intends to award to the Employee an amount equaling a certain
percentage of the Carried Interest in the Fund in recognition of the Employee’s
efforts to support the General Partner and the Fund; and


 


WHEREAS,
the Employee accepts the award by the Company of an amount equaling a certain percentage
of the Carried Interest in the Fund and hereby agrees to the terms and
conditions hereinafter stated;


 


NOW
THEREFORE, in consideration of the foregoing recitals and of the promises and
conditions contained herein, it is agreed as follows:


 


ARTICLE I


GRANT OF CARRIED INTEREST EQUIVALENT AWARD


 


Section 1.1 – Grant of Carried Interest Equivalent Award


 


The
Company hereby awards to the Employee as of the date hereof (the “Grant Date”) the
right to receive an amount equal to 0.15387% of Carried Interest in the Fund,
if any (the “Employee Carried Interest”), subject to the conditions and restrictions
set forth below.  It is expressly
understood that the Employee will not be required to make a capital
contribution to the General Partner nor will the Employee be entitled to
receive any portion of any distribution from the Fund or the General Partner
that represents anything other than Carried Interest.


 

















 


Section 1.2 – Restrictions


 


(a)           Entitlement.  The Employee’s entitlement to receive the Employee
Carried Interest is expressly conditioned upon the receipt by the General
Partner of Carried Interest in the Fund. 
If for any reason the General Partner fails to receive Carried Interest
in the Fund, the Employee will not be entitled to receive any Employee Carried
Interest.  It is expressly understood by
the Employee that the General Partner may not earn any Carried Interest in the
Fund depending on the investment performance of the Fund.


 


(b)           Vesting.  Subject to the terms and conditions on Section 1.4
below, the Employee’s entitlement to the Employee Carried Interest shall vest in
two equal installments as follows: (i) fifty percent (50%) of the Employee
Carried Interest shall vest on the second anniversary of the Grant Date (the “First
Vesting Date”); and (ii) the remaining fifty percent (50%) of the Employee
Carried Interest shall vest on the third anniversary of the Grant Date (the “Second
Vesting Date”) (each, a “Vesting Date”).


 


Section 1.3 – Fund Distribution


 


(a)           Eligibility.  Notwithstanding the Vesting Dates, and
subject to the terms and conditions of Section 1.4 below, and as otherwise
set forth herein, the Employee shall be eligible to receive Employee
Distributions, as defined below, upon the full execution of this Agreement.


 


(b)           Determination of Distribution.  At the end of each calendar year, the Company
shall determine whether it has received any cash distributions from the General
Partner during that year as a result of Carried Interest in the Fund (the “Fund
Distribution”).  In the event such a Fund
Distribution has been made, the Company shall pay to the Employee on or after January 1,
and before March 31, of the following calendar year, less applicable taxes
and payroll deductions, an amount equal to the Employee Carried Interest in
such a Fund Distribution (the “Employee Distribution”).  If the General Partner has not made a Fund
Distribution during any given year, the Employee shall not be entitled to
receive any Employee Distribution for that year.


 


Section 1.4 – Cessation of Employment


 


(a)           Termination Prior to First Vesting
Date.  If, prior to the First Vesting
Date, the Employee gives notice of resignation or voluntary termination or the
Employee’s employment or service with the Company or its subsidiaries and
affiliates is terminated for any reason, the Employee shall forfeit any and all
rights in, and entitlement to, the Employee Carried Interest.  Accordingly, the Employee shall not be
entitled to receive any Employee Distributions after the date of the Employee’s
termination, or notice of termination, whichever occurs earlier.


 


(b)           Termination After First Vesting
Date but Prior to Second Vesting Date. 
If, after the First Vesting Date but prior to the Second Vesting Date,
the Employee


 

















 


gives
notice of resignation or voluntary termination or the Employee’s employment or
service with the Company or its subsidiaries and affiliates is terminated for
any reason, other than for Cause, as defined below, the Employee shall forfeit
any and all rights in, and entitlement to, Fifty Percent (50%) of the Employee
Carried Interest.  Accordingly, the
Employee shall be entitled to receive only Fifty Percent (50%) of any Employee
Distributions after the date of the Employee’s termination, or notice of
termination, whichever occurs earlier.


 


(c)           Termination Subsequent to Second Vesting
Date.  If, subsequent to the Second
Vesting Date, the Employee gives notice of resignation or voluntary termination
or the Employee’s employment or service with the Company or its subsidiaries
and affiliates is terminated for any reason, other than for Cause, as defined
below, the Employee shall be fully vested in the Employee Carried Interest and
shall be entitled to receive One Hundred Percent (100%) of any Employee
Distributions after the date of the Employee’s termination.


 


(d)           Forfeiture.  If the Employee’s employment or service with
the Company or its subsidiaries and affiliates is terminated at any time for
Cause, as defined below, then the Employee shall immediately forfeit to the
Company any and all rights in, and entitlement to, the Employee Carried
Interest Award.  Accordingly, the
Employee shall not be entitled to receive any Employee Distributions after the date
of the Employee’s termination, or notice of termination, whichever occurs
earlier.


 


ARTICLE II


MISCELLANEOUS


 


Section 2.1 – Definition of Cause


 


For
purposes of this Agreement, the term “Cause” shall mean when the Company, in
good faith, determines that any of the following occurs: (i) the Employee’s
commission of any crime (whether or not related to the Employee’s duties at the
Company or its subsidiaries and affiliates) with the exception of a minor
traffic offense; (ii) fraud, dishonesty, gross negligence or substantial
misconduct in the performance of the Employee’s duties and responsibilities; (iii) the
Employee’s 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; or (iv) the Employee’s
failure to perform the material duties of the Employee’s position, including,
by way of example and not of limitation, the failure or refusal to follow
instructions reasonably given by the Employee’s superiors in the course of
employment.


 


Section 2.2 – Governing Law


 


This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York other than its laws regarding the conflicts of law (to the
extent that the application of the laws of another jurisdiction would be required
thereby).


 

















 


Section 2.3 – Entire Agreement


 


This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and fully supersedes in their entirety any and all prior
agreements, representations, promises or understandings, written or oral,
between the Company or its subsidiaries and affiliates and the Employee
pertaining to the subject matter hereof.


 


Section 2.4 – Amendment


 


This
Agreement may not be amended or modified in any manner (including by waiver) except
by an instrument in writing signed by both parties hereto.  The waiver by either party of compliance with
any provision of this Agreement shall not operate or be construed as a waiver
of any other provision of this Agreement or of any subsequent breach of such
party of a provision of this Agreement.


 


Section 2.5 – No Right to Continued Employment


 


Nothing
in this Agreement shall be deemed to confer on the Employee any right to
continued employment with the Company or any of its subsidiaries or affiliates.


 


Section 2.6 – Arbitration


 


Any
and all disputes arising out of or relating to this Agreement or the Employee’s
employment or the termination of the Employee’s employment with the Company or
any of its affiliates or subsidiaries, 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.  In agreeing to arbitrate the
Employee’s claims, the Employee recognizes that the Employee is waiving the
Employee’s right to a trial in court and by a jury.  The arbitration award shall be binding upon
both parties, and judgment upon the award may be entered in a court of
competent jurisdiction.


 


Section 2.7 – Section 409A


 


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


 

















 


Section 2.8 – Assignment


 


The
rights and obligations of the Company under this Agreement shall be
transferable, and all of its covenants and agreements shall be binding upon and
be enforceable by its successors and assigns. 
The Employee may not assign this Agreement and the terms and conditions
stated herein; provided however, that in the event of the Employee’s death,
nothing in this Agreement shall prohibit an Employee’s estate from receiving
the same rights and entitlements granted to the Employee pursuant to this
Agreement.


 


Section 2.9 – No Third Party
Rights


 


This
Agreement does not, and is not intended to, confer upon the Employee the status
of third-party beneficiary of the Third Amended and Restated Limited Liability
Company Agreement of the General Partner, dated as of June 18, 2008, or
any other agreement entered into by the General Partner now or in the future
(collectively, the “General Partner Agreements”).  Accordingly, this Agreement does not confer
on the Employee any rights or interest in, or remedies with respect to, the General
Partner Agreements.


 

















 


Section 2.10 – Proper Execution


 


Each
Party executing this Agreement directly and expressly warrants that it has
taken all necessary steps to enter into this binding Agreement and has been
given, and has received and accepted, authority to enter into this binding
Agreement on behalf of such Party with respect to the matters contained herein.


 


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


 


	
   

  	
   

  	
  COWEN
  GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/
  J. Kevin McCarthy

  
	
   

  	
   

  	
   

  	
  J.
  Kevin McCarthy

  
	
   

  	
   

  	
   

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Christopher A. White

  	
   

  	
   

  	
   

  
	
  Christopher
  A. White

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  August 7,
  2009