**Exhibit 10.15**

**COWEN GROUP, INC.**

**2006 EQUITY AWARDAGREEMENT**

**THIS AGREEMENT**(this “Agreement”) is made by and between **Cowen Group, Inc.**,a Delaware corporation (the “Company”), and [         ](the “Executive”), as of January 16,2007.

**RECITALS**

WHEREAS, the Company has adopted the Cowen Group, Inc. 2006 Equity andIncentive Plan (the “Plan”) pursuant to which the Executive has been granted anaward (the “Award”); and

WHEREAS, the Award shall consist of a grant of restricted stock inaccordance with the terms and subject to the conditions set forth in thisAgreement; and

WHEREAS, the Executive has accepted the grant of the Award and herebyagrees to the terms and conditions hereinafter stated; and

WHEREAS, the capitalized terms used herein but not defined in Section2.2 of this Agreement shall have the respective meanings given to them in thePlan;

NOW, THEREFORE, in consideration of theforegoing recitals and of the promises and conditions herein contained, it isagreed as follows:

**ARTICLE IGRANT OF RESTRICTED STOCK**

**Section 1.1 — Grant of Restricted Stock.**

The Company has granted as of the date hereof (the “Grant Date”) [          ]shares of Stock pursuant to theterms and subject to the conditions and restrictions of this Agreement (the “RestrictedStock”).

**Section 1.2 — Restrictions and Restricted Period.**

(a)           Restrictions.  Shares of the Restricted Stock grantedhereunder may not be sold, assigned, transferred, pledged, hypothecated orotherwise disposed of and shall be subject to a risk of forfeiture as describedin Section 1.4 below until the lapse of the Restricted Period (as definedbelow) (the “Restrictions”).

(b)           RestrictedPeriod.  Subject to (i) acceleratedvesting upon a Change in Control as set forth in Section 7 of the Plan and (ii)the forfeiture and other provisions set 

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forth inSection 1.4 or provisions regarding accelerated vesting set forth in the Plan,the Restrictions shall lapse and the shares of the Restricted Stock shallbecome nonforfeitable and transferable (provided, that such transfer is inaccordance with Section 2.2 and otherwise in compliance with Federal and statesecurities laws) with respect to (x) twenty-five percent (25%) of the shares ofRestricted Stock subject to this Agreement on each of the first and secondanniversaries of the Grant Date and (y) the remaining fifty percent (50%) ofthe shares of Restricted Stock subject to this Agreement on the thirdanniversary of the Grant Date (the “Restricted Period”).

**Section 1.3 — Rights of a Stockholder.**

  During the Restricted Periodand for so long as the Restricted Stock is held by or for the benefit of theExecutive, the Executive shall have all the rights of a stockholder of theCompany with respect to the Restricted Stock, including, but not limited to,the rights to vote and to receive ordinary dividends.  In the event that the Committee approves anadjustment to the Restricted Stock pursuant to Section 5(b) of the Plan, thenin such event, any and all new, substituted or additional securities to whichthe Executive is entitled by reason of the Restricted Stock shall beimmediately subject to the Restrictions with the same force and effect as theRestricted Stock subject to such Restrictions immediately before such event.

**Section 1.4 — Cessation of Employment.**

(a)           Forfeiture.  If the Executive’s employment or service withthe Company and its Subsidiaries and Affiliates is terminated other than as aresult of death, Disability or Retirement, for any reason or no reason, thenany unvested shares of Restricted Stock shall be forfeited to the Company as ofthe Termination Date and neither the Executive nor any of Executive’ssuccessors, heirs, assigns, or personal representatives shall thereafter haveany further rights or interests in such shares of the Restricted Stock.  In addition, if the Executive’s employment orservice with the Company and its Subsidiaries and Affiliates is terminated forCause, then any shares of Restricted Stock that vested and which are still heldby the Executive as of the Termination Date shall be forfeited to the Companyas of the Termination Date (and to the extent any such shares are no longerheld by the Executive as of the Termination Date, Executive shall pay to theCompany an amount equal to the Fair Market Value of such shares on the date ofdisposition by the Executive).

(b)           Acceleration.  If the Executive’s employment or service withthe Company and its Subsidiaries and Affiliates is terminated as a result ofdeath or Disability, all restrictions on the unvested Restricted Stock shalllapse and the Restricted Stock shall immediately vest in full as of theTermination Date.

(c)           ContinuedVesting.  In the event that theExecutive’s employment or service with the Company and its Subsidiaries andAffiliates is terminated as a result of the Executive’s Retirement, then theshares of Restricted Stock shall continue to vest in 

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accordancewith the schedule set forth in Section 1.2(b), provided, however, that anyunvested shares of Restricted Stock and any shares of Restricted Stock thatvested after the Termination Date shall be immediately forfeited in the eventthat prior to the fourth anniversary of the Grant Date, the Executive (X)violates any provision of this Agreement or (Y) directly or indirectly, in oneor a series of transactions, owns, manages, operates, controls, invests oracquires an interest in, whether as a proprietor, partner, stockholder, member,lender, director, officer, employee, joint venturer, investor, lessor,supplier, customer, agent, representative or other participant, or otherwiseengages or participates in, whether as a proprietor, partner, stockholder,member, lender, director, officer, employee, joint venturer, investor, lessor,supplier, customer, agent, representative or other participant, any businesswhich competes, directly or indirectly, with any businesses of the Company, anySubsidiary or Affiliate of the Company (as determined by the Company) (“CompetitiveBusiness”), and to the extent any such shares that vested after the TerminationDate are no longer held by Executive as of the date of such violation orcommencement of competitive employment, the Executive shall pay to the Companyan amount equal to the Fair Market Value of such shares on the date ofdisposition by the Executive. Notwithstanding the foregoing, ownership byExecutive as a passive investor of less than one percent (1%) of the stock of acorporation that is traded on an established exchange shall not constitute aviolation of clause (Y) above.

**Section 1.5 — Stock Certificates.**

Stockgranted herein may be evidenced in such manner as the Committee shalldetermine.  If one or more certificatesrepresenting the Restricted Stock are registered in the name of the Executive,then the Company may retain physical possession of any such certificate untilthe Restricted Period has lapsed.

**Section 1.6 — Taxes.**

The Executive shall pay promptly upon request, at the time theExecutive recognizes taxable income in respect of the shares of the RestrictedStock, an amount equal to the federal, state and/or local taxes the Companydetermines is required to be withheld under applicable tax laws with respect tothe shares of the Restricted Stock.  Inlieu of collecting payment from the Executive, the Company may, in itsdiscretion, distribute vested shares of Stock net of the number of whole sharesof Stock the Fair Market Value of which is equal to the minimum amount offederal, state and local taxes required to be withheld under applicable taxlaws.

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**ARTICLE IIMISCELLANEOUS**

**Section 2.1 — Certificate; Restrictive Legend.**

**The Executive agrees that any certificate issued forRestricted Stock prior to the lapse of any outstanding restrictions relatingthereto will be inscribed with a restrictive legend, in substantially thefollowing form:**

“THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECTTO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONSAGAINST TRANSFER (THE “RESTRICTIONS”), CONTAINED IN THE COWEN GROUP, INC. 2006EQUITY AND INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTEREDOWNER AND THE COMPANY.  ANY ATTEMPT TODISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAYOF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, WILL BE NULLAND VOID AND WITHOUT EFFECT.”

**Section 2.2 — Definitions.**

(a)           “Cause”shall have the meaning set forth in the Executive’s employment or otheragreement with the Company, any Subsidiary or any Affiliate, provided that ifthe Executive is not a party to any such employment or other agreement or suchemployment or other agreement does not contain a definition of Cause, thenCause shall mean, when the Company, in goodfaith and its sole discretion, determines that any of the following occurs:(x) a breach by Executive of any provisions of the Plan or this Agreement,including, but not limited to, any of the restrictive covenants set forth inparagraphs (a), (c), (d), (f) or (g) under Section 2.3 of this Agreement, or(y) (i) the Executive has been convicted ofany crime (whether or not related to his or her duties at the Company or anySubsidiary or Affiliate of the Company); (ii) fraud, dishonesty, grossnegligence or substantial misconduct in Executive’s performance of his or herduties and responsibilities; (iii) Executive’s violation of or failure to complywith the internal policies of the Company or any Subsidiary or Affiliate of theCompany or the rules and regulations of any regulatory or self-regulatoryorganization with jurisdiction over the Company or any Subsidiary or Affiliateof the Company; or (iv) Executive’s failure to perform the material duties ofhis or her position, including, by way of example and not of limitation, thefailure or refusal to follow instructions reasonably given by Executive’ssuperiors in the course of employment.

(b)           “Disability”means that the Executive (i) is unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months, or (ii) is, by reason of anymedically determinable physical or mental impairment which can be expected toresult in death or can be expected to last for a continuous period of not lessthan 12 months, receiving 

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incomereplacement benefits for a period of not less than 3 months under an accidentand health plan covering employees of the Company, any Subsidiary or Affiliateof the Company.

(c)           “Retirement”or “Retire” shall mean any retirement in accordance with the applicable policiesof the Company, if any, as amended from time to time, and after the retireehaving attained the age of fifty-five (55) and completing five years ofcontinuous service with an entity for which the Stock constitutes “servicerecipient stock” within the meaning of Section 409A of the Internal RevenueCode of 1986, as amended, and the regulations promulgated thereunder (“Section409A”), and unless the Executive continuously has provided such services sincethe Grant Date (such entities are collectively referred to as the “409AControlled Group”), but only including such service after December 31, 2003, providedthat such retiree shall certify in writing to the Company that he or she willpermanently retire as of the Termination Date and will not thereafter beemployed by or otherwise engage in any Competitive Business.

(d)            “TerminationDate” shall mean the date of termination of employment or service, whether bydeath, Disability or otherwise.

**Section 2.3 — Notice of Termination and RestrictiveCovenants.**

(a)           Noticeof Termination.  The Executive shall not voluntarily Retire, resign orotherwise terminate his or her employment relationship with the Company or anyof its Subsidiaries or Affiliates, for any reason or no reason, without firstgiving the Company at least [Kim S. Fennebresque: one hundred eighty(180)/Other executive officers: ninety (90)] days prior written notice of theeffective date of such Retirement, resignation or other termination.  Such written notice shall be sent in accordance with Section 2.6 of thisAgreement.  The Company retains the right to waive the notice requirementin whole or in part or to place the Executive on paid leave for all or part of this[Kim S. Fennebresque: one hundred eighty (180)/Other executive officers: ninety(90)] day period.  In the alternative, at any time after the Executivegives notice, the Company may, but shall not be obligated to, provide theexecutive with work and (i) require the Executive to comply with suchconditions as it may specify in relation to transitioning the Executive’sduties and responsibilities; (ii) assign the Executive other duties; or (iii)withdraw any powers vested in, or duties assigned to the Executive.

(b)           Non-Solicitation.   Executive agrees that if the Executivevoluntarily terminates employment or if the Executive’s employment isterminated, for any reason or no reason, the Executive shall not, for a periodof one hundred eighty (180) days after the Executive’s notice of termination,without the Company’s prior written consent, directly or indirectly: (i)solicit or induce, or cause others to solicit or induce, any director, officeror employee of the Company, any Subsidiary or Affiliate of the Company to leavethe Company, such Subsidiary or Affiliate or in any way modify theirrelationship with the Company, such Subsidiary or Affiliate; (ii) hire or causeothers to hire any director, officer or employee of the Company, any Subsidiaryor Affiliate of the Company; (iii) 

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encourageor assist in the hiring process of any director, officer or employee of theCompany, any Subsidiary or Affiliate of the Company or in the modification ofany such person’s relationship with the Company, such Subsidiary or Affiliate,or cause others to participate, encourage or assist in the hiring process ofany director, officer or employee of the Company, any Subsidiary or Affiliateof the Company; (iv) interfere in any way with the rendering of professionalservices to the Company, any Subsidiary or Affiliate of the Company by anyclient, prospective client, consultant, independent contractor or vendor, ortheir respective individual employees; or (v) solicit the trade or patronage ofany client or customer or any prospective client or customer of the Company orany Subsidiary of the Company for purposes of engaging in any businessrelationship with respect to any products, services, trade secrets or othermatters in which the Company or such Subsidiary of the Company is active.

(c)           Non-Disclosureof Confidential Information. Executive shall not at any time, whether during Executive’s employmentor following the termination of employment, for any reason whatsoever, directlyor indirectly, disclose or furnish to any entity, firm, corporation or person,except as otherwise required by applicable law, any confidential or proprietaryinformation of the Company, any Subsidiary or Affiliate of the Company; provided,however, that in the event disclosure is required by applicable law, theExecutive shall provide the Company, any Subsidiary or Affiliate of theCompany, as applicable, with prompt notice of such requirement prior to makingany disclosure, so that the Company, such Subsidiary or Affiliate of theCompany, as applicable, may seek an appropriate protective order.  “Confidential or propriety information” shallmean information generally unknown to the public to which Executive gainsaccess by reason of Executive’s relationship with the Company, any Subsidiaryor Affiliate of the Company, and includes, but is not limited to, informationrelating to all present or potential customers, business and marketing plans,sales, trading and financial data and strategies, salaries and employmentbenefits, and operational costs.

(d)           Non-Disparagement.  Executive shall not at any time, whetherduring Executive’s employment or following the termination of employment, forany reason whatsoever, and shall not cause or induce others to, defame ordisparage the Company, any Subsidiary or Affiliate of the Company, or thedirectors or officers of the Company, any Subsidiary or Affiliate of theCompany.

(e)           CompanyProperty.  All records, files,memoranda, reports, customer information, client lists, documents and equipmentrelating to the business of the Company, any Subsidiary or Affiliate of theCompany which Executive prepares, possesses or comes into contact with whileExecutive is an employee of the Company, any Subsidiary or Affiliate of theCompany shall remain the sole property of the Company, such Subsidiary orAffiliate.  Executive agrees that uponExecutive’s termination of employment, for any reason or no reason, Executiveshall provide to the Company, any Subsidiary or Affiliate of the Company, asapplicable, all documents, papers, files or other material in Executive’spossession and under Executive’s control that 

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areconnected with or derived from Executive’s services to the Company, anySubsidiary or Affiliate of the Company. Executive agrees that the Company, the applicable Subsidiary orAffiliate of the Company owns all work product, patents, copyrights and othermaterial produced by Executive during Executive’s employment with the Company,any Subsidiary or Affiliate of the Company.

(f)            Compliancewith Company Policies.  Executiveagrees to fully comply with the applicable internal policies of the Company orany of its Subsidiaries, as such policies may be amended from time to time, atany time, during Executive’s employment by the Company or any of itsSubsidiaries.

(g)           Cooperation.  Executive agrees to cooperate fully with theCompany, its Subsidiaries and Affiliates at any time, whether during Executive’semployment or following the termination of employment, taking into account therequirements of any subsequent employment by the Executive, on all mattersrelating to Executive’s employment, which cooperation shall be provided withoutadditional consideration or compensation and shall include, without limitation,being available to serve as a witness and be interviewed and making availableany books, records or other documents within Executive’s control, provided,however, that Executive need not take any action hereunder that wouldconstitute a violation of law or an obligation to any third party or cause awaiver of attorney-client privilege. Without limiting the generality of the foregoing, Executive shallcooperate in connection with any (i) past, present or future suit, countersuit,action, arbitration, mediation, alternative dispute resolution process, claim,counterclaim, demand, proceeding; (ii) inquiry, proceeding orinvestigation by or before any governmental authority; or (iii) arbitration ormediation tribunal, in each case involving the Company, its Subsidiaries orAffiliates.  In connection with Executive’sproviding such cooperation, the Company, its Subsidiaries and Affiliates, asapplicable, shall reimburse the Executive for reasonable travel, lodging andother expenses incurred by Executive, upon submission of documentationreasonably acceptable to the Company, its Subsidiaries and Affiliates, asapplicable.

(h)           InjunctiveRelief.  In the event of a breach byExecutive of Executive’s obligations under this Agreement, the Company, inaddition to being entitled to exercise all rights granted by law, includingrecovery of damages, will be entitled to specific performance of its rightsunder this Agreement.  Executiveacknowledges that the Company shall suffer irreparable harm in the event of abreach or prospective breach of paragraphs (a), (b), (c), (d), (e), (f) or (g)of this Section 2.3 and that monetary damages would not be adequaterelief.  Accordingly, the Company shallbe entitled to seek injunctive relief in any federal or state court ofcompetent jurisdiction located in New York County, or in any state in whichExecutive resides.  Executive further agreesthat the Company and its Subsidiaries and Affiliates shall be entitled torecover all costs and expenses (including attorneys’ fees) incurred inconnection with the enforcement of the Company’s rights hereunder.

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**Section 2.4 — Offset.**

**In the event that the Executive voluntarily terminatesemployment or if the Executive’s employment is terminated, for any reason or noreason, the Company may offset, to the fullest extent permitted by law, anyamounts of money or shares of Stock due to the Company from the Executive, oradvanced or loaned to Executive by the Company, from any monies or shares ofStock owed to the Executive or the Executive’s estate by the Company as aresult of such termination of employment.**

**Section 2.5 — Governing Law.**

This Agreement shall be governed by and construed in accordance withthe laws of the State of New York other than its laws regarding conflicts oflaw (to the extent that the application of the laws of another jurisdictionwould be required thereby).  TheCommittee shall have final authority to interpret and construe this Agreementand to make any and all determinations under them, and its decision shall bebinding and conclusive upon the Executive and the Executive’s legalrepresentative in respect of any questions arising under this Agreement.

**Section 2.6 — Notices.**

Any notice to be given under the terms of this Agreement shall be inwriting and addressed to the Company at 1221 Avenue of the Americas, New York,NY 10020, Attention: Head of Human Resources, and to the Executive at theaddress set forth below or at such other address as either party may hereafterdesignate in writing to the other by like notice.

**Section2.7 — Effect of Agreement.**

Except as otherwise provided hereunder, this Agreement shall be bindingupon and shall inure to the benefit of any successor or successors of theCompany.

**Section2.8 — Amendment.**

This Agreement may not be amended or modified in any manner (includingby waiver) except by an instrument in writing signed by both partieshereto.  The waiver by either party ofcompliance with any provision of this Agreement shall not operate or beconstrued as a waiver of any other provision of this Agreement or of anysubsequent breach of such party of a provision of this Agreement.

**Section2.9 — No Right to Continued Employment.**

**Nothing in this Agreement shall be deemed to confer on theExecutive any right to continued employment with the Company or any of itsSubsidiaries or Affiliates.**

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**Section 2.10 — Section 409A.**

This Agreement is intended to complywith the requirements of Section 409A,and shall be interpretedaccordingly.  In the event that anyprovision of this Agreement would cause this Agreement to become subject toSection 409A or cause this Agreement to fail to comply with Section 409A, such provisionmay be deemed null and void and the Company and the Executive agree to amend orrestructure this Agreement, to the extent necessary and appropriate to avoidadverse tax consequences under Section 409A.

**Section2.11 — Entire Agreement.**

The Plan is incorporated herein byreference.  The Plan and this Agreementconstitute the entire agreement of the parties with respect to the subjectmatter hereof and supersede in their entirety all prior undertakings,agreements, correspondence and term sheets of or between the Company and theExecutive with respect to the subject matter hereof.  If there is a conflict between the terms andconditions of the Plan and the terms and conditions of this Award Agreement,the terms and conditions of the Plan shall govern.

**Section 2.12 — Arbitration.**

(a)           Any andall disputes arising out of or relating to this Agreement will be submitted toand resolved exclusively by a panel of three (3) arbitrators from either theNew York Stock Exchange or the National Association of Securities Dealers, Inc.  The arbitration shall be held in the City ofNew York.  In agreeing to arbitrate thesedisputes, Executive recognizes that Executive is waiving Executive’s right to atrial in court and by a jury.  Thearbitration award shall be final and binding upon both parties, and judgmentupon the award may be entered in a court of competent jurisdiction.

(b)           Thearbitrators shall not have authority to amend, alter, modify, add to orsubtract from the provisions hereof.  Theaward of the arbitrators, in addition to granting the relief prescribed aboveand such other relief as the arbitrators may deem proper, may containprovisions commanding or restraining acts or conduct of the parties or theirrepresentatives and may further provide for the arbitrators to retainjurisdiction over this Agreement and the enforcement thereof.  If either party shall deliberately default inappearing before the arbitrators, the arbitrators are empowered, nonetheless,to take the proof of the party appearing and render an award thereon.

(c)           ThisSection 2.12 shall not be construed to limit the Company’s right to obtainrelief under paragraph 2.3(h) (relating to equitable remedies) with respect toany matter or controversy subject to paragraph 2.3(h), and, pending a finaldetermination by the arbitrators with respect to any such matter orcontroversy, the Company shall be entitled to obtain any such relief by directapplication to state, federal or other applicable court, without being requiredto first arbitrate such matter or controversy.

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**IN WITNESS WHEREOF**,the Company has caused this Agreement to be executed on its behalf by a dulyauthorized officer and Executive has hereunto set Executive’s hand as of thedate indicated above.
|                       | ** ** | COWEN GROUP, INC. |
|-----------------------|------------|-------------------|
|                  |       |              |
|                  |       |              |
|                  |       |              |
|                  |       | BY:               |   |
|                  |       |              | Christopher A. White |
|                  |       |              | Vice President |
| ** **            | ** ** | ** **        |
| ** **            | ** ** | ** **        |
| ** **            | ** ** | ** **        |
| AGREED AND  ACCEPTED: |       |              |
|                  |       |              |
| Signed:               |       |              |   |   |
| Date                  |       |              |
|                       |            |                   |  |  |  |  |

 

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