INCLUDING RECOVERY OF DAMAGES, WILL BE
ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT.
YOU
ACKNOWLEDGE THAT THE COMPANY SHALL SUFFER IRREPARABLE HARM IN THE EVENT OF A
BREACH OR PROSPECTIVE BREACH OF PARAGRAPHS 7, 8, 9 AND/OR 10 HEREOF 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 YOU RESIDE.
THIS PROVISION SHALL SURVIVE THE EXPIRATION OF THE TERM.
12.
ARBITRATION.
ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO
YOUR EMPLOYMENT OR THE TERMINATION OF YOUR EMPLOYMENT PURSUANT TO THIS
AGREEMENT, 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.
THE COMPANY
AND YOU EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY
PROVISION OF THIS AGREEMENT.
THE ARBITRATION AWARD SHALL BE BINDING UPON BOTH
PARTIES, AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN A COURT OF COMPETENT
JURISDICTION.
13.
SEVERABILITY.
SHOULD ANY PROVISION HEREIN BE RENDERED OR DECLARED
LEGALLY INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION OR BY THE
DECISION OF AN AUTHORIZED GOVERNMENTAL AGENCY, INVALIDATION OF SUCH PART SHALL
NOT INVALIDATE THE REMAINING PORTIONS THEREOF.
14.
TREATMENT OF CURRENT EQUITY; SHARE LOCKUP.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN ANY OF (I) THE COWEN GROUP, INC. 2007 EQUITY AND
INCENTIVE PLAN, (II) THE COWEN GROUP, INC. 2006 EQUITY AND INCENTIVE PLAN,
(III) THE TRANSACTION AGREEMENT, AND (IV) ANY OTHER APPLICABLE AGREEMENT,
CONTRACT, OR ARRANGEMENT BETWEEN YOU AND COWEN OR ANY OF ITS SUBSIDIARIES, YOU
HEREBY AGREE THAT NEITHER THE TRANSACTION NOR ANY RELATED TRANSACTION SHALL
RESULT IN THE ACCELERATED VESTING OF, OR LAPSING OF RESTRICTIONS ON, ANY
OUTSTANDING EQUITY AWARDS HELD BY YOU AS OF THE EFFECTIVE DATE.
YOU SHALL BE
PROHIBITED FROM SELLING ANY PORTION OF THE SHARES OF COMMON STOCK HELD BY YOU AS
OF THE EFFECTIVE DATE OR RECEIVED (NET OF ANY SHARES SOLD OR
8
WITHHELD AT THAT TIME TO PAY TAXES) BY YOU UPON THE VESTING AND/OR EXERCISE OF
EQUITY AWARDS GRANTED TO YOU PRIOR TO THE EFFECTIVE DATE, IN EITHER CASE UNTIL
THE FIRST TO OCCUR OF (A) THE ONE (1) YEAR ANNIVERSARY OF THE EFFECTIVE DATE,
(B) YOUR TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE, DUE TO YOUR
DEATH OR DISABILITY, OR BY YOU FOR GOOD REASON, AND (C) THE OCCURRENCE OF A
CHANGE IN CONTROL OF THE COMPANY OCCURRING AFTER THE EFFECTIVE DATE.
15.
COMPLETE AGREEMENT.
THE PROVISIONS HEREIN CONTAIN THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES REGARDING COMPENSATION AND YOUR
EMPLOYMENT AND SHALL, AS OF THE EFFECTIVE DATE, FULLY SUPERSEDE ANY AND ALL
PRIOR AGREEMENTS, REPRESENTATIONS, PROMISES OR UNDERSTANDINGS, WRITTEN