THE COURSE OF
EMPLOYMENT.
E.
TERMINATION WITH OR WITHOUT GOOD REASON.
YOU MAY TERMINATE YOUR
EMPLOYMENT WITH OR WITHOUT "GOOD REASON".
SUBJECT TO THE PROVISIONS OF
PARAGRAPH 4D HEREIN, UPON TERMINATION OF EMPLOYMENT WITHOUT GOOD REASON, YOU
SHALL BE ENTITLED TO RECEIVE ONLY THE BASE SALARY EARNED AND UNPAID AS OF THE
DATE OF TERMINATION, THAT PORTION OF THE CHRP INTEREST THAT HAS VESTED AT THAT
TIME, BUT YOU
SHALL NOT BE ENTITLED TO ANY BONUS COMPENSATION FOR FISCAL YEARS
ENDING AFTER SUCH TERMINATION DATE NOR THE POST-RETIREMENT BENEFITS.
FOR
PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN:
I.
ANY REQUIREMENT THAT YOUR SERVICES DURING THE TERM BE RENDERED
PRIMARILY AT A LOCATION OR LOCATIONS OTHER THAN COWEN'S OFFICES IN NEW YORK, NEW
YORK;
II.
A MATERIAL DIMINUTION BY THE COMPANY OF YOUR ROLE AND
RESPONSIBILITY AS THE CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY, AND
AS THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT OF COWEN AND COMPANY,
LLC.
A resignation for 'Good Reason' under this Agreement requires that you give
written notice of your intent to resign pursuant to such event within 90 days
following such occurrence, provide the Company with at least 30 days to cure the
requirement or diminution, and resign no later than 90 days after the
requirement or diminution.
F.
FURTHER EFFECT OF TERMINATION ON BOARD AND OFFICER POSITIONS.
IF YOUR EMPLOYMENT ENDS FOR ANY REASON, YOU AGREES THAT YOU WILL CEASE
IMMEDIATELY TO HOLD ANY AND ALL OFFICER OR DIRECTOR POSITIONS YOU THEN HAVE WITH
THE COMPANY OR ANY SUBSIDIARY, ABSENT A CONTRARY DIRECTION FROM THE BOARD (WHICH
MAY INCLUDE EITHER A REQUEST TO CONTINUE SUCH SERVICE OR A DIRECTION TO CEASE
SERVING UPON NOTICE WITHOUT REGARD TO WHETHER YOUR EMPLOYMENT HAS ENDED), EXCEPT
TO THE EXTENT THAT YOU REASONABLY AND IN GOOD FAITH DETERMINE THAT CEASING TO
SERVE AS A DIRECTOR WOULD BREACH YOUR FIDUCIARY DUTIES TO THE COMPANY.
YOU
HEREBY IRREVOCABLY APPOINT THE COMPANY TO BE YOUR ATTORNEY TO EXECUTE ANY
DOCUMENTS AND DO ANYTHING IN YOUR NAME TO EFFECT YOUR CEASING TO SERVE AS A
DIRECTOR AND OFFICER OF THE COMPANY AND ANY SUBSIDIARY, SHOULD YOU FAIL TO
RESIGN FOLLOWING A REQUEST FROM THE COMPANY TO DO SO.
A WRITTEN NOTIFICATION
SIGNED BY A DIRECTOR OR DULY AUTHORIZED OFFICER OF THE COMPANY THAT ANY
INSTRUMENT, DOCUMENT OR ACT FALLS WITHIN THE AUTHORITY CONFERRED BY THIS CLAUSE
WILL BE CONCLUSIVE EVIDENCE THAT IT DOES SO.
G.
OFFSET.
IN THE EVENT OF YOUR TERMINATION OF EMPLOYMENT, THE
COMPANY MAY OFFSET, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AMOUNTS DUE TO
THE COMPANY FROM YOU,
5
OR ADVANCED OR LOANED TO YOU BY THE COMPANY, FROM ANY MONIES OWED TO YOU OR YOUR
ESTATE BY REASON OF YOUR TERMINATION.
5.
Change in Control.
(a)
Upon a Change in Control (as defined below) during the Term, any
outstanding equity award shall become fully vested and exercisable and any
restrictions thereon shall lapse. Any outstanding stock options shall remain
exercisable for the remainder