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
3
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