Exhibit 10.25  COWEN GROUP, INC.  2008 EQUITY AWARD AGREEMENT  THIS AGREEMENT
(this Agreement) is made by and between Cowen Group, Inc.,
a Delaware corporation (the Company), and [ 
], (the Executive), as of February 2, 2009.  RECITALS  WHEREAS, the Company has adopted the Cowen
Group, Inc. 2006 Equity and Incentive Plan (the 2006 Plan) and the shareholders
of the Company, upon the recommendation of the Board of Directors, have
approved the Cowen Group, Inc. 2007 Equity and Incentive Plan (the 2007
Plan, together with the 2006 Plan collectively referred to herein as the Plan)
pursuant to which the Executive has been granted an award (the Award); and  WHEREAS, the Award shall consist of a grant
of restricted stock in accordance with the terms and subject to the conditions
set forth in this Agreement and the Plan; and  WHEREAS, the Executive has accepted the grant
of the Award and hereby agrees to the terms and conditions hereinafter stated;
and  WHEREAS, the capitalized terms used herein
but not defined in Section 2.2 of this Agreement shall have the respective
meanings given to them in the Plan;  NOW,
THEREFORE, in consideration of the foregoing recitals and of the promises and
conditions herein contained, it is agreed as follows:  ARTICLE I
GRANT 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 the terms and subject to the conditions and restrictions of this
Agreement (the Restricted Stock).  Section 1.2 - Restrictions and
Restricted Period.  (a)           Restrictions.  Shares of the Restricted Stock granted
hereunder may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of and shall be subject to a risk of forfeiture as described
in Section 1.4 below until the lapse of the Restricted Period (as defined
below) (the Restrictions).


(b)           Restricted
Period.  Subject to (i) accelerated
vesting upon a Change in Control as set forth in Section 7 of the Plan and
(ii) the forfeiture and other provisions set forth in Section 1.4 or any
other provisions regarding accelerated vesting set forth in the Plan, the
Restrictions shall lapse and the shares of the Restricted Stock shall become
nonforfeitable and transferable (provided that such transfer is in compliance
with Federal and state securities laws) with respect to (x) fifty percent
(50%) of the shares of Restricted Stock subject to this Agreement on May 15,
2011 and (y) the remaining fifty percent (50%) of the shares of Restricted
Stock subject to this Agreement on May 15, 2012 (collectively, the Vesting
Date(s), and that period from Grant Date through the final Vesting Date, the Restricted
Period).  Section 1.3 - Rights of a Stockholder.  During the Restricted Period and for so long
as the Restricted Stock is held by or for the benefit of the Executive, the
Executive shall have all the rights of a stockholder of the Company with
respect to the Restricted Stock, including, but not limited to, the rights to
vote and to receive ordinary dividends. 
In the event of any adjustment to the Restricted Stock pursuant to Section 5(b) of
the Plan, then in such event, any and all new, substituted or additional
securities to which the Executive is entitled by reason of the Restricted Stock
shall be immediately subject to the Restrictions with the same force and effect
as the Restricted Stock subject to such Restrictions immediately before such
event.  Section 1.4 - Cessation of Employment.  (a)           Continued
Vesting in the Event of Termination without Cause.  If the Executives employment or service with
the Company or any Subsidiaries or any Affiliates of the Company is terminated
other than as a result of Resignation, death, Disability or Retirement, or for
Cause, then any unvested shares of Restricted Stock shall continue to vest in
accordance with the schedule set forth in Section 1.2(b) above.  (b)           Continued
Vesting in the event of Retirement. 
In the event that the Executives employment or service with the Company
or any Subsidiaries or any Affiliates of the Company is terminated as a result
of the Executives Retirement, then the shares of Restricted Stock shall
continue to vest in accordance with the schedule set forth in Section 1.2(b) above,
provided, however, that any unvested shares of Restricted Stock and any shares
of Restricted Stock that vested after the Termination Date shall be immediately
forfeited in the event that prior to the fourth anniversary of the Grant Date,
the Executive (X) violates any provision of this Agreement or (Y) directly
or indirectly, in one or a series of transactions, owns, manages, operates,
controls, invests or acquires 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
otherwise engages 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 business which competes, directly or indirectly, with any
businesses of the Company or any Subsidiary or any Affiliate of the Company (as
determined by the Company)


(Competitive Business), and to the extent
any such shares that vested after the Termination Date are no longer held by the
Executive as of the date of such violation or commencement of competitive
employment, the Executive shall pay to the Company an amount equal to the Fair
Market Value of such shares on the date of disposition by the Executive.
Notwithstanding the foregoing, ownership by the Executive as a passive investor
of less than one percent (1%) of the stock of a corporation that is traded on
an established exchange shall not constitute a violation of clause (Y) above.  (c)           Acceleration.  If the Executives employment or service with
the Company or any Subsidiaries or any Affiliates of the Company is terminated
as a result of death or Disability, all restrictions on the unvested Restricted
Stock shall lapse and the Restricted Stock shall immediately vest in full as of
the Termination Date.  (d)           Forfeiture.
 If the Executives employment or service
with the Company or any Subsidiaries or any Affiliates of the Company is
terminated due to the Executives Resignation or by the Company for Cause, then
any unvested shares of Restricted Stock shall immediately be forfeited to the
Company as of the Termination Date and neither the Executive nor any of the Executives
successors, heirs, assigns, or personal representatives shall thereafter have
any further rights or interests in such shares of the Restricted Stock.  In addition, in the event of a Termination
for Cause, any shares of Restricted Stock that vested and which are still held
by the Executive as of the Termination Date shall be forfeited to the Company
as of the Termination Date and neither the Executive nor any of the Executives
successors, heirs, assigns, or personal representatives shall thereafter have
any further rights or interests in such shares of the Restricted Stock.  Further, in the event of a Termination for
Cause, to the extent any such shares are no longer held by the Executive as of
the Termination Date, the Executive shall pay to the Company an amount equal to
the Fair Market Value of such shares on the date of disposition by the
Executive. In the event of Termination without Cause where the Executive is
permitted to retain the Restricted Stock pursuant to Section 1.4(a), if
the Company reasonably determines that the Executive has violated any of the
provisions of paragraphs (b), (c), (d), (e), (f) or (g) of Section 2.3
herein, then any unvested shares of Restricted Stock shall immediately be
forfeited to the Company as of the Termination Date and neither the Executive
nor any of the Executives successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such
shares of the Restricted Stock.  Section 1.5 - Stock Certificates.  Stock granted herein may be evidenced in such
manner as the Company shall determine. 
If one or more certificates representing the Restricted Stock are
registered in the name of the Executive, then the Company may retain physical
possession of any such certificate until the Restricted Period has lapsed.


Section 1.6 - Taxes.  The Executive shall pay promptly upon
request, at the time the Executive recognizes taxable income in respect of the
shares of the Restricted Stock, an amount equal to the federal, state and/or
local taxes the Company determines is required to be withheld under applicable
tax laws with respect to the shares of the Restricted Stock (the Tax
Withholding Amount).  To the extent
permitted by applicable law or regulation, the Company may allow the Executive
to elect (i) that the Tax Withholding Amount be deducted from the
Executives base salary in the year in which some or all of the Restricted
Stock vests and/or (ii) that the Company distribute vested shares of Stock
net of the number of whole shares of Stock the Fair Market Value of which is
equal to the minimum amount of federal, state and local taxes required to be
withheld under applicable tax laws.  ARTICLE II
MISCELLANEOUS  Section 2.1 - Certificate; Restrictive
Legend.  The Executive agrees that any certificate
issued for Restricted Stock prior to the lapse of any outstanding restrictions
relating thereto will be inscribed with a restrictive legend, in substantially
the following form:  THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
TRANSFER (THE RESTRICTIONS), CONTAINED IN THE COWEN GROUP, INC. 2006 AND 2007
EQUITY AND INCENTIVE PLANS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER AND THE COMPANY.  ANY ATTEMPT TO
DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY
OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, WILL BE NULL
AND VOID AND WITHOUT EFFECT.  Section 2.2 - Definitions.  (a)           Cause
shall have the meaning set forth in the Executives employment or other
agreement with the Company or any Subsidiary or any Affiliate of the Company,
provided that if the Executive is not a party to any such employment or other
agreement or such employment or other agreement does not contain a definition
of Cause, then Cause shall mean, when the
Company, in good faith and its sole discretion, determines that any of the
following occurs: (x) a breach by the Executive of any provisions
of the Plan or this Agreement, including, but not limited to, any of the
restrictive covenants set forth in paragraphs (a), (b), (c), (d), (e), (f) or
(g) under Section 2.3 of this Agreement, or (y) (i) the Executive has been convicted of any
crime (whether or not related to the Executives duties at the Company or any
Subsidiary or Affiliate of the Company); (ii) fraud, dishonesty, gross
negligence or substantial misconduct in the Executives performance of the
Executives duties and responsibilities; (iii) the Executives violation of
or failure to comply with the internal


policies of the Company or any
Subsidiary or any Affiliate of the Company or the rules and regulations of any
regulatory or self-regulatory organization with jurisdiction over the Company
or any Subsidiary or any Affiliate of the Company; or (iv) the Executives
failure to perform the material duties of the Executives position, including,
by way of example and not of limitation, the failure or refusal to follow
instructions reasonably given by the Executives superiors in the course of
employment.  (b)           Disability
means that the Executive (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Company or any Subsidiary or any Affiliate of the Company.  (c)           Resign
or Resignation shall mean any voluntary termination of employment by the
Executive and shall, for vesting purposes, commence on the earlier of (i) the
commencement of the Notice Period, or (ii) the Termination Date.  (d)           Retirement
or Retire shall mean any retirement in accordance with the applicable
policies of the Company, if any, as amended from time to time, and after the
retiree having attained the age of fifty-five (55) and completing five (5) years
of continuous service with an entity for which the Stock constitutes service
recipient stock within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder (Section 409A),
and unless the Executive continuously has provided such services since the
Grant Date (such entities are collectively referred to as the 409A Controlled
Group), provided, that such Executive shall certify in writing to the
Company that the Executive will permanently retire as of the Termination Date
and will not thereafter be employed by or otherwise engage in any Competitive
Business.  (e)           Termination
Date shall mean the date of termination of employment or service, whether by
death, Disability or otherwise.  Section 2.3 - Notice of Termination and
Restrictive Covenants.  (a)           Notice
of Termination.  The Executive shall not voluntarily Retire, Resign or
otherwise terminate the Executives employment relationship with the Company or
any of the Companys Subsidiaries or Affiliates, for any reason or no reason,
without first giving the Company at least one hundred eighty (180) days prior
written notice of the effective date of such Retirement, Resignation or other
termination (the Notice Period).   Such written notice shall be sent in
accordance with Section 2.6 of this Agreement.  The Company retains
the right to waive the notice requirement in whole or in part or to place the
Executive on paid leave for all or part of this Notice Period.  In the
alternative, at any time after the Executive gives notice, the Company may, but
shall not be obligated to, provide the Executive with work and


(i) require the Executive to comply with
such conditions as it may specify in relation to transitioning the Executives
duties and responsibilities; (ii) assign the Executive other duties; or (iii) withdraw
any powers vested in, or duties assigned to the Executive.  Any
vesting of Restricted Stock awarded pursuant to this Agreement shall cease at
the commencement of the Notice Period.  (b)           Non-Solicitation.   The Executive agrees that during the Executives
employment, or if the Executive voluntarily terminates employment or if the
Executives employment is terminated, for any reason or no reason, the
Executive shall not, during the Executives employment, Notice Period and for a
period of one hundred eighty (180) days following the expiration of the Notice
Period, without the Companys prior written consent, directly or indirectly: (i) solicit
or induce, or cause others to solicit or induce, any director, officer or
employee of the Company or any Subsidiary or any Affiliate of the Company, to
leave the Company, such Subsidiary or Affiliate or in any way modify their
relationship with the Company, such Subsidiary or Affiliate; (ii) hire or
cause others to hire any director, officer or employee of the Company or any
Subsidiary or any Affiliate of the Company; (iii) encourage or assist in
the hiring process of any director, officer or employee of the Company or any
Subsidiary or any Affiliate of the Company, or in the modification of any such
persons relationship with the Company, such Subsidiary or Affiliate, or cause
others to participate, encourage or assist in the hiring process of any
director, officer or employee of the Company or any Subsidiary or any Affiliate
of the Company; (iv) interfere in any way with the rendering of
professional services to the Company or any Subsidiary or any Affiliate of the
Company by any client, prospective client, consultant, independent contractor
or vendor, or their respective individual employees; or (v) solicit the
trade or patronage of any client or customer or any prospective client or
customer of the Company or any Subsidiary or any Affiliate of the Company for
purposes of engaging in any business relationship with respect to any products,
services, trade secrets or other matters in which the Company or such
Subsidiary or such Affiliate of the Company is active.  (c)           Non-Disclosure
of Confidential Information.  The Executive
shall not at any time, whether during the Executives employment or following
the termination of employment, for any reason whatsoever, directly or
indirectly, disclose or furnish to any entity, firm, corporation or person,
except as otherwise required by applicable law, any confidential or proprietary
information of the Company or any Subsidiary or any Affiliate of the Company; provided,
however, that in the event disclosure is required by applicable law, the
Executive shall provide the Company or any Subsidiary or any Affiliate of the
Company, as applicable, with prompt notice of such requirement prior to making
any disclosure, so that the Company, such Subsidiary or Affiliate of the
Company, as applicable, may seek an appropriate protective order.  Confidential or propriety information shall
mean information generally unknown to the public to which the Executive gains
access by reason of the Executives relationship with the Company or any
Subsidiary or any Affiliate of 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, salaries and
employment benefits, and operational costs.


(d)           Non-Disparagement.  The Executive shall not at any time, whether
during the Executives employment or following the termination of employment,
for any reason whatsoever, and shall not cause or induce others to, defame or disparage
the Company or any Subsidiary or any Affiliate of the Company, or the directors
or officers of the Company or any Subsidiary or any Affiliate of the Company.  (e)           Company
Property.  All records, files,
memoranda, reports, customer information, client lists, documents and equipment
relating to the business of the Company or any Subsidiary or any Affiliate of
the Company which the Executive prepares, possesses or comes into contact with
while the Executive is an employee of the Company or any Subsidiary or any
Affiliate of the Company, shall remain the sole property of the Company, such
Subsidiary or Affiliate.  The Executive
agrees that upon the Executives termination of employment, for any reason or
no reason, the Executive shall provide to the Company or any Subsidiary or any
Affiliate of the Company, as applicable, all documents, papers, files or other
material in the Executives possession and under the Executives control that
are connected with or derived from the Executives services to the Company or
any Subsidiary or any Affiliate of the Company. 
The Executive agrees that the Company or the applicable Subsidiary or
Affiliate of the Company, owns all work product, patents, copyrights and other
material produced by the Executive during the Executives employment with the Company
or any Subsidiary or any Affiliate of the Company.  (f)            Compliance
with Company Policies.  The Executive
agrees to fully comply with the applicable internal policies of the Company or
any Subsidiary or any Affiliate of the Company, as such policies may be amended
from time to time, at any time, during the Executives employment by Company or
any Subsidiary or any Affiliate of the Company.  (g)           Cooperation.  The Executive agrees to cooperate fully with
the Company or any Subsidiary or any Affiliate of the Company at any time,
whether during the Executives employment or following the termination of
employment, taking into account the requirements of any subsequent employment
by the Executive, on all matters relating to the Executives employment, which
cooperation shall be provided without additional consideration or compensation
and shall include, without limitation, being available to serve as a witness
and be interviewed and making available any books, records or other documents
within the Executives control, provided, however, that the Executive need not take
any action hereunder that would constitute a violation of law or an obligation
to any third party or cause a waiver of attorney-client privilege.  Without limiting the generality of the
foregoing, the Executive shall cooperate 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 or investigation by or before any
governmental authority; or (iii) arbitration or mediation tribunal, in
each case involving the Company or any Subsidiary or any Affiliate of the
Company.  In connection with the Executives
providing such cooperation, the Company or any Subsidiary or any Affiliate of
the Company, as applicable, shall reimburse the Executive for reasonable
travel, lodging and other expenses incurred by the Executive,


upon submission of documentation reasonably
acceptable to the Company or any Subsidiary or any Affiliate of the Company, as
applicable.  (h)           Injunctive
Relief.  In the event of a breach by the
Executive of the Executives 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.  The Executive
acknowledges that the Company shall suffer irreparable harm in the event of a
breach 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
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 the Executive resides.  The Executive
further agrees that the Company or any Subsidiary or any Affiliate of the Company
shall be entitled to recover all costs and expenses (including attorneys fees)
incurred in connection with the enforcement of the Companys rights hereunder.  Section 2.4 - Offset.  In the event that
the Executive voluntarily terminates employment or if the Executives
employment is terminated, for any reason or no reason, the Company may offset,
to the fullest extent permitted by law, any amounts of money or shares of Stock
due to the Company from the Executive, or advanced or loaned to the Executive
by the Company, from any monies or shares of Stock owed to the Executive or the
Executives estate by the Company as a result of such termination of
employment.  Section 2.5 - 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 conflicts of law (to the extent that the application of the laws
of another jurisdiction would be required thereby).  The Committee shall have final authority to
interpret and construe this Agreement and to make any and all determinations
under them, and its decision shall be binding and conclusive upon the Executive
and the Executives legal representative 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 in writing 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 the Executives home address as of the date of this Agreement or
at such other address as either party may hereafter designate in writing to the
other by like notice.


Section 2.7 - Effect of Agreement.  Except as otherwise provided hereunder, this
Agreement shall be binding upon and shall inure to the benefit of any successor
or successors of the Company.  Section 2.8 - 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 2.9 - No Right to Continued
Employment.  Nothing in this
Agreement shall be deemed to confer on the Executive any right to continued
employment with the Company or any Subsidiary or any Affiliate of the Company.  Section 2.10 - 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 Executive
agree to amend or restructure this Agreement, to the extent necessary and
appropriate to avoid adverse tax consequences under Section 409A.  Section 2.11 - Entire Agreement.  The
Plan is incorporated herein by reference. 
The Plan and this Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings, agreements, correspondence and term sheets of
or between the Company and the Executive with respect to the subject matter
hereof.  If there is a conflict between
the terms and conditions 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
and all disputes arising out of or relating to this Agreement or to the
Executives employment with the Company or any Subsidiary or any Affiliate of
the Company, including any statutory claims based on alleged discrimination, shall
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 these disputes, the Executive recognizes that the
Executive is waiving the Executives right to a trial in court and by a
jury.  The


arbitration award shall be final and binding
upon both parties, and judgment upon the award may be entered in a court of
competent jurisdiction.  (b)           The
arbitrators shall not have authority to amend, alter, modify, add to or
subtract from the provisions hereof.  The
award of the arbitrators, in addition to granting the relief prescribed above
and such other relief as the arbitrators may deem proper, may contain
provisions commanding or restraining acts or conduct of the parties or their
representatives and may further provide for the arbitrators to retain
jurisdiction over this Agreement and the enforcement thereof.  If either party shall deliberately default in
appearing before the arbitrators, the arbitrators are empowered, nonetheless,
to take the proof of the party appearing and render an award thereon.  (c)           This
Section 2.12 shall not be construed to limit the Companys right to obtain
relief under paragraph 2.3(h) (relating to equitable remedies) with
respect to any matter or controversy subject to paragraph 2.3(h), and, pending
a final determination by the arbitrators with respect to any such matter or
controversy, the Company shall be entitled to obtain any such relief by direct
application to state, federal or other applicable court, without being required
to first arbitrate such matter or controversy.


IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed on its behalf by a duly
authorized officer, and the Executive has hereunto set the Executives hand on the
date indicated below.   COWEN GROUP, INC.BY:CHRISTOPHER A. WHITEVICE PRESIDENTDate: