NOT VOLUNTARILY
RETIRE, RESIGN (OTHER THAN FOR GOOD REASON) OR OTHERWISE TERMINATE YOUR
EMPLOYMENT RELATIONSHIP WITH THE COMPANY OR ANY OF ITS AFFILIATES 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 COWEN
AND COMPANY, LLC, ATTN:
HUMAN RESOURCES DEPARTMENT, 1221 AVENUE OF THE
AMERICAS, NEW YORK, NY
10020.
THE COMPANY RETAINS THE RIGHT TO WAIVE THE
NOTICE REQUIREMENT IN WHOLE OR IN PART OR TO PLACE YOU ON PAID LEAVE FOR ALL OR
PART OF THE NOTICE PERIOD.
IN THE ALTERNATIVE, AT ANY TIME AFTER YOU GIVE
NOTICE, THE COMPANY MAY, BUT SHALL NOT BE OBLIGATED TO, PROVIDE YOU WITH WORK
AND (I) REQUIRE YOU TO COMPLY WITH SUCH CONDITIONS AS IT MAY SPECIFY IN RELATION
TO TRANSITIONING YOUR DUTIES AND RESPONSIBILITIES; (II) ASSIGN YOU OTHER DUTIES;
OR (III) WITHDRAW ANY POWERS VESTED IN, OR DUTIES ASSIGNED TO YOU.
7.
NON-SOLICITATION.
YOU AGREE THAT IF YOU VOLUNTARILY TERMINATE
YOUR EMPLOYMENT OR IF YOUR EMPLOYMENT IS TERMINATED FOR ANY REASON, YOU SHALL
NOT, WHILE EMPLOYED AND FOR A PERIOD OF ONE YEAR FOLLOWING THE EXPIRATION OF THE
NOTICE PERIOD, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD OF DIRECTORS,
DIRECTLY OR INDIRECTLY:
(A) SOLICIT OR INDUCE, OR CAUSE OTHERS TO SOLICIT OR
INDUCE, ANY EMPLOYEES OF THE COMPANY TO LEAVE THE COMPANY OR
8
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 PRODUCTS, SERVICES, TRADE SECRETS OR OTHER INVESTMENT
BANKING MATTERS IN WHICH THE COMPANY IS ACTIVE.
THIS PROVISION SHALL SURVIVE
THE EXPIRATION OF THE TERM.
8.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
YOU SHALL NOT AT ANY
TIME, WHETHER DURING YOUR EMPLOYMENT OR FOLLOWING THE TERMINATION OF YOUR
EMPLOYMENT, FOR ANY REASON WHATSOEVER, DIRECTLY OR INDIRECTLY DISCLOSE OR
FURNISH TO ANY ENTITY, FIRM, CORPORATION OR PERSON, EXCEPT AS OTHERWISE REQUIRED
BY LAW OR IN THE DIRECT PERFORMANCE OF YOUR DUTIES, ANY CONFIDENTIAL OR
PROPRIETARY INFORMATION OF THE COMPANY WITH RESPECT TO ANY ASPECT OF ITS
OPERATIONS, BUSINESS OR CLIENTS. "CONFIDENTIAL OR PROPRIETARY INFORMATION" SHALL
MEAN INFORMATION GENERALLY UNKNOWN TO THE PUBLIC TO WHICH YOU GAIN ACCESS BY
REASON OF YOUR EMPLOYMENT BY THE COMPANY AND INCLUDES, BUT IS NOT LIMITED TO,
INFORMATION RELATING TO ALL PRESENT OR POTENTIAL CUSTOMERS, BUSINESS AND
MARKETING PLANS, SALES, TRADING AND FINANCIAL DATA AND STRATEGIES, OPERATIONAL
COSTS, AND EMPLOYMENT BENEFITS AND COMPENSATION.
THIS PROVISION SHALL SURVIVE
THE EXPIRATION