AGREEMENT AND UNDERSTANDING OF THE PARTIES REGARDING COMPENSATION AND YOUR
EMPLOYMENT AND FULLY SUPERSEDE ANY AND ALL PRIOR AGREEMENTS, REPRESENTATIONS,
PROMISES OR UNDERSTANDINGS, WRITTEN OR ORAL, BETWEEN THEM PERTAINING TO THE
SUBJECT MATTER.
THE PROVISIONS OF THIS AGREEMENT MAY NOT BE CHANGED OR ALTERED
EXCEPT IN WRITING SIGNED BY YOU AND A DULY AUTHORIZED AGENT OF COWEN.
15.
CHOICE OF LAW.
THE INTERPRETATION AND APPLICATION OF THE TERMS
HEREIN, AND YOUR EMPLOYMENT RELATIONSHIP AT COWEN, SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
16.
NO WAIVER.
ANY FAILURE BY EITHER PARTY TO EXERCISE ITS RIGHTS TO
TERMINATE THIS OFFER OR TO ENFORCE ANY OF ITS PROVISIONS SHALL NOT PREJUDICE
SUCH PARTY'S RIGHTS OF TERMINATION OR ENFORCEMENT FOR ANY SUBSEQUENT OR FURTHER
VIOLATIONS, BREACHES OR DEFAULTS BY THE OTHER PARTY.
A WAIVER OF ANY PROVISION
OF THIS AGREEMENT SHALL NOT BE VALID OR EFFECTIVE UNLESS MEMORIALIZED IN WRITING
AND SIGNED BY BOTH PARTIES TO THIS LETTER.
17.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS OF COWEN UNDER THIS OFFER
WILL BE TRANSFERABLE, AND ALL OF ITS COVENANTS AND AGREEMENTS WILL BE BINDING
UPON AND BE ENFORCEABLE BY ITS SUCCESSORS AND ASSIGNS.
YOU MAY NOT ASSIGN YOUR
RIGHTS UNDER THIS LETTER AND THE TERMS AND CONDITIONS STATED HEREIN.
10
18.
TAX COMPLIANCE.
THE COMPANY OR ANY OF ITS APPLICABLE AFFILIATES
SHALL WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE
OR LOCAL TAXES AS SHALL BE REQUIRED TO BE WITHHELD UNDER ANY APPLICABLE LAW OR
REGULATION AND OTHER REQUIRED OR APPLICABLE DEDUCTIONS.
IF AND TO THE EXTENT
ANY PORTION OF ANY PAYMENT, COMPENSATION OR OTHER BENEFIT PROVIDED TO YOU IN
CONNECTION WITH YOUR SEPARATION FROM SERVICE (AS DEFINED IN SECTION 409A OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 409A")) IS DETERMINED TO
CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION"
WITHIN THE MEANING OF
SECTION 409A AND YOU ARE A SPECIFIED EMPLOYEE AS DEFINED IN
SECTION 409A(A)(2)(B)(I), AS DETERMINED BY THE COMPANY OR ANY OF ITS APPLICABLE
AFFILIATES IN ACCORDANCE WITH ITS PROCEDURES, BY WHICH DETERMINATION YOU HEREBY
AGREE THAT YOU ARE BOUND, SUCH PORTION OF THE PAYMENT, COMPENSATION OR OTHER
BENEFIT SHALL NOT BE PAID BEFORE THE DAY THAT IS SIX MONTHS PLUS ONE DAY AFTER
THE DATE OF SEPARATION FROM SERVICE (AS DETERMINED UNDER SECTION 409A (THE "NEW
PAYMENT DATE"), EXCEPT AS SECTION 409A MAY THEN PERMIT.
THE AGGREGATE OF ANY
PAYMENTS THAT OTHERWISE WOULD HAVE BEEN PAID TO YOU DURING THE PERIOD BETWEEN
THE DATE OF SEPARATION FROM SERVICE AND THE NEW PAYMENT DATE SHALL BE PAID TO
YOU IN A LUMP SUM ON SUCH NEW PAYMENT DATE, AND ANY REMAINING PAYMENTS WILL BE
PAID ON THEIR ORIGINAL SCHEDULE.
FOR PURPOSES OF THIS AGREEMENT, EACH AMOUNT TO
BE PAID OR BENEFIT TO BE PROVIDED SHALL BE CONSTRUED AS A SEPARATE IDENTIFIED
PAYMENT FOR PURPOSES OF SECTION 409A, AND ANY PAYMENTS THAT ARE DUE WITHIN THE
"SHORT TERM DEFERRAL PERIOD" AS DEFINED IN SECTION 409A SHALL NOT BE