a Senior Advisor may be
terminated for "Cause", as that term is defined in Paragraph 4d herein,
following a
vote of the Board of Directors of the Company, excluding you.
During your service as a Senior Advisor, you shall be subject to the applicable
policies and procedures of Cowen.
C.
DEATH OR DISABILITY.
YOUR EMPLOYMENT SHALL TERMINATE ON YOUR
DEATH.
IF YOU BECOME "DISABLED," COWEN MAY TERMINATE YOUR EMPLOYMENT BY GIVING
YOU THIRTY (30) DAYS' WRITTEN NOTICE OF ITS INTENTION TO DO SO UNLESS YOU RETURN
TO FULL-TIME PERFORMANCE OF YOUR DUTIES WITHIN SUCH THIRTY (30)-DAY PERIOD.
"DISABLED" AND "DISABILITY," AS USED HEREIN, SHALL MEAN YOUR INABILITY TO
PERFORM THE ESSENTIAL DUTIES AND RESPONSIBILITIES OF YOUR JOB WITH OR WITHOUT
REASONABLE ACCOMMODATION, FOR A CONTINUOUS PERIOD OF NINETY (90) DAYS OR MORE,
OR FOR ONE HUNDRED TWENTY (120) DAYS OR MORE IN A TWELVE (12)-MONTH PERIOD, DUE
TO A PHYSICAL OR MENTAL CONDITION.
DISPUTES ON THE ISSUES OF DISABILITY SHALL
BE DETERMINED BY AN IMPARTIAL, REPUTABLE PHYSICIAN AGREED UPON BY THE PARTIES OR
THEIR RESPECTIVE DOCTORS.
UPON TERMINATION UNDER THIS PARAGRAPH 4D, YOU OR YOUR
ESTATE SHALL BE ENTITLED TO RETAIN ALL RIGHTS AND INTEREST IN THE CHRP
INTEREST.
IN ADDITION, YOU OR YOUR ESTATE SHALL BE ENTITLED TO RECEIVE ONLY
THAT PORTION OF YOUR BASE SALARY EARNED, BUT UNPAID, AS OF THE DATE OF
TERMINATION.
D.
TERMINATION FOR CAUSE.
THE COMPANY MAY TERMINATE YOUR EMPLOYMENT
FOR CAUSE.
UPON TERMINATION OF EMPLOYMENT FOR CAUSE, YOU SHALL BE ENTITLED TO
RECEIVE ONLY THE BASE SALARY EARNED AND UNPAID AS OF THE DATE OF TERMINATION,
AND SHALL NOT BE ENTITLED TO ANY BONUS COMPENSATION FOR FISCAL YEARS ENDING
AFTER SUCH TERMINATION DATE. UPON TERMINATION UNDER THIS PARAGRAPH, YOU OR YOUR
ESTATE SHALL BE ENTITLED TO RETAIN ANY AMOUNTS DISTRIBUTED TO YOU IN CONNECTION
WITH YOUR RECEIPT OF THE CHRP INTEREST; PROVIDED, HOWEVER, THE ENTIRETY OF YOUR
MEMBERSHIP INTEREST IN GP LLC SHALL REVERT BACK TO CCP II AT COST, AND CCP II
SHALL PAY TO YOU THE SUM OF YOUR MEMBERSHIP INTEREST PAYMENTS (I.E., THE AMOUNT
YOU PAID TO CCP II FOR THE INTEREST) PLUS ANY AMOUNTS SUBSEQUENTLY PAID BY YOU
IN CONNECTION WITH CAPITAL CALLS, IF ANY. FOR PURPOSES OF THIS AGREEMENT,
"CAUSE" SHALL MEAN THE OCCURRENCE OF AN EVENT SET FORTH IN CLAUSES (I) THROUGH
(IV) BELOW AS DETERMINED BY THE BOARD OF DIRECTORS OF COWEN IN GOOD FAITH:
I.
YOUR CONVICTION OF ANY CRIME (WHETHER OR NOT RELATED TO YOUR
DUTIES AT COWEN), WITH THE EXCEPTION OF MINOR TRAFFIC OFFENSES;
II.
FRAUD, DISHONESTY, GROSS NEGLIGENCE OR SUBSTANTIAL MISCONDUCT IN
THE PERFORMANCE OF YOUR DUTIES AND RESPONSIBILITIES;
III.
YOUR VIOLATION OF OR FAILURE TO COMPLY WITH THE COMPANY'S
INTERNAL POLICIES OR THE RULES AND REGULATIONS OF ANY REGULATORY OR
SELF-REGULATORY ORGANIZATION WITH JURISDICTION OVER COWEN;
4
IV.
YOUR FAILURE TO PERFORM THE MATERIAL DUTIES OF YOUR POSITION,
INCLUDING, BY WAY OF EXAMPLE AND NOT OF LIMITATION, THE FAILURE OR REFUSAL TO
FOLLOW INSTRUCTIONS REASONABLY GIVEN BY YOUR SUPERIORS IN