July 10, 2009Cowen Group, Inc. • August 6th, 2009 • Security brokers, dealers & flotation companies • New York
As you know, Cowen Group, Inc. (“Cowen”) has entered into a Transaction Agreement and Agreement and Plan of Merger (the “Transaction Agreement”) with LexingtonPark Parent Corp. (the “Company”), Lexington Merger Corp., Park Exchange LLC (the “Exchange Sub”), and Ramius LLC (“Ramius”), pursuant to which, among other things, Cowen will become a wholly owned subsidiary of the Company and Exchange Sub will acquire substantially all of the assets and assume all of the liabilities of Ramius (collectively, the “Transaction”). The Company and Cowen desire to have your continued dedication and service pending and following the Transaction. Accordingly, we are pleased to offer you continued employment with the Company and its subsidiaries, and we look forward to continuing our mutually rewarding and beneficial relationship. Cowen, the Company and you previously entered into a letter agreement on June 3, 2009, which outlined the terms of your continued employment (the “Prior Agreement”). Given tha
ESCROW AGREEMENT by and among SG AMERICAS SECURITIES HOLDINGS, INC., COWEN GROUP, INC. COWEN AND COMPANY, LLC and JPMORGAN CHASE BANK, N.A. Dated as of July 12, 2006Escrow Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of July 12, 2006, is by and among SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and JPMORGAN CHASE BANK, N.A., a national banking association (the “Escrow Agent”). Capitalized terms which are used but not otherwise defined in this Agreement have the meaning assigned to such terms in the Separation Agreement (as defined below).
INDEMNIFICATION AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 11, 2006Indemnification Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS INDEMNIFICATION AGREEMENT, dated as of July 11, 2006, is by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SocGen”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH” and, together with SocGen, “SG”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.” and, together with Cowen LLC, “Cowen”).
ROCK-MCGRAW, INC.Lease • May 17th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
Lease, dated as of October 29th, 1993, between ROCK-McCRAW, INC., a New York corporation, having an office at 1230 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France, having an office at No. 29 Boulevard Haussman, Paris, France (the “Tenant”),
APPENDIX A June 3, 2009Cowen Group, Inc. • August 6th, 2009 • Security brokers, dealers & flotation companies • New York
This letter (the “Agreement”) is an appendix to your employment letter agreement (the “Executive Letter Agreement”), dated as of June 3, 2009, with Cowen Group, Inc. (“Cowen”) and LexingtonPark Parent Corp. (the “Company”). Defined terms otherwise used in this Agreement shall have the meaning ascribed to them in the Executive Letter Agreement. This Agreement shall constitute your agreement relating to your post-retirement employment with the Company and the BD Subsidiary, effective as of June 3, 2009, as a Senior Advisor. As set forth more fully below, except as otherwise provided in this Agreement, this Agreement shall supersede any and all prior employment agreements and letters relating to your employment with the Company, including the Executive Letter Agreement.
TAX MATTERS AGREEMENT by and among SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 12, 2006Tax Matters Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS TAX MATTERS AGREEMENT, dated as of July 12, 2006 among SG Americas, Inc., a Delaware corporation (“SGAI”), SG Americas Securities Holdings, Inc., a Delaware corporation (“SGASH”), Cowen and Company, LLC, a Delaware limited liability company (“Cowen LLC”), and Cowen Group, Inc., a Delaware corporation (“Cowen Inc.”) (each of SGAI, Cowen LLC, SGASH and Cowen Inc. are referred to herein collectively as the “Parties”, and individually, as a “Party”).
FULLY DISCLOSED CLEARING AGREEMENT OF SG AMERICAS SECURITIES, LLCDisclosed Clearing Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT is made and entered into this 12th day of July, 2006 by and between SG AMERICAS SECURITIES, LLC (“Clearing Agent”), a Delaware limited liability company, and COWEN AND COMPANY, LLC (“Introducing Firm”), a Delaware limited liability company.
SUPPLEMENTAL INDENTURE, dated May 5, 1998, between ROCK-McGRAW, INC., a New York corporation, having an office at 1221 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the...Supplemental Indenture • May 17th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
By Lease dated as of October 29, 1993, as the same heretofore may have been amended (the “Original Lease”), certain premises, as therein described, in the building known as 1221 Avenue of the Americas (the “Building”) in the Borough of Manhattan, New York, N.Y., are now leased and demised by the Landlord to the Tenant.
SUBLEASESublease • March 21st, 2006 • Cowen Group, Inc. • New York
This SUBLEASE (this “Sublease”), dated as of the 14th day of December, 2005 is between SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“SG”) and SG COWEN & CO., LLC, a Delaware limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“Cowen”). Capitalized terms used but not defined in this Sublease shall have the meanings given them in the Primary Lease (as defined below).
SEPARATION AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 11, 2006Separation Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS SEPARATION AGREEMENT, dated as of July 11, 2006, is made by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SG”), SG AMERICAS, INC., a Delaware corporation (“SGAI”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”), and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”).
March 14, 2006Cowen Group, Inc. • July 12th, 2006 • Security brokers, dealers & flotation companies • New York
This letter shall constitute your agreement (“Agreement”) relating to employment with Cowen & Co., LLC. (including any successor entity or its holding company, collectively “Cowen,” or the “Company”) effective as of January 1, 2006, and supersedes and replaces the employment agreement entered into between you and Cowen effective January 1, 2005 (the “Prior Agreement”). The terms and conditions of your employment and compensation are set forth below.
EMPLOYEE MATTERS AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS, INC. SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 12, 2006Employee Matters Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made as of July July 12, 2006 by and among Société Générale (“SG”), SG Americas, Inc., SG Americas Securities Holdings, Inc. (“SGASH”), Cowen and Company, LLC (“Cowen LLC”) and Cowen Group, Inc. (“Cowen Inc.”).
TRANSITION SERVICES AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 12, 2006Transition Services Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This Transition Services Agreement, dated as of July 12, 2006, is made by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SG”), SG AMERICAS, INC., a Delaware corporation (“SGAI”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN AND COMPANY, LLC, a Delaware limited liability company formerly known as “SG Cowen & Co., LLC” (“Cowen LLC”), and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”).
STOCKHOLDERS AGREEMENT by and between COWEN GROUP, INC. and SG AMERICAS SECURITIES HOLDINGS, INC. Dated as of July 12, 2006Stockholders Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This STOCKHOLDERS AGREEMENT, dated as of July 12, 2006 (this “Agreement”), is entered into by and between COWEN GROUP, INC., a Delaware corporation (the “Company”), and SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”).
ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • June 5th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Asset Exchange Agreement (the “Agreement”), dated as of June 3, 2009, is entered into by and among RAMIUS, LLC (“Ramius”), a Delaware limited liability company, HVB ALTERNATIVE ADVISORS LLC (“Transferor”), a Delaware limited liability company and an indirect wholly-owned subsidiary of HVB AG, BAYERISCHE HYPO- UND VEREINSBANK AG (“HVB AG”), a German corporation, COWEN GROUP INC., a Delaware corporation, and following, the consummation of the transactions contemplated by the Transaction Agreement, the successor to JV Acquiror (“Cowen”), LEXINGTONPARK PARENT CORP., a Delaware corporation (“New Parent”), LEXINGTON MERGER CORP., a Delaware corporation and direct wholly-owned subsidiary of New Parent (“JV Acquiror” and, together with New Parent, collectively the “New Parent Parties”).
COWEN GROUP, INC.2009 Carried Interest Equivalent Award • August 10th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (the “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”) and Christopher A. White (the “Employee”), as of August 7, 2009.
COWEN GROUP, INC.Deferred Cash Award Agreement • March 6th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (the “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”) and [ ] (the “Executive”), as of February 2, 2009.
November 13, 2007Cowen Group, Inc. • November 16th, 2007 • Security brokers, dealers & flotation companies • New York
This letter shall constitute your agreement (“Agreement”) relating to your employment with Cowen Group, Inc. (including any successor entity or its holding company, collectively “Cowen,” or the “Company”), effective as of November 13, 2007, and amends and restates the employment agreement dated March 14, 2006 (the “Prior Agreement”). The terms and conditions of your employment and compensation are set forth below.
March 4, 2008Cowen Group, Inc. • March 6th, 2008 • Security brokers, dealers & flotation companies • New York
We are pleased to confirm our offer to continue your employment with Cowen Group, Inc. (“Cowen” or the “Company”) based upon the terms and conditions set forth below, effective as of the date hereof (the “Effective Date”). We look forward to continuing a mutually beneficial professional relationship. As more fully set forth below, this agreement (the “Agreement”) shall supersede any and all prior employment agreements and letters concerning your employment with Cowen.
COWEN GROUP, INC.Cowen Group • March 30th, 2007 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (this “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”), and [ ](the “Executive”), as of January 16, 2007.
March 4, 2008Cowen Group, Inc. • March 6th, 2008 • Security brokers, dealers & flotation companies • New York
This letter shall constitute your agreement (“Agreement”) relating to your employment with Cowen Group, Inc. (including any successor entity or its holding company, collectively “Cowen,” or the “Company”), as a Senior Advisor (your “Employment”), effective as of March 4, 2008. As set forth more fully below, the Agreement shall supersede any and all prior employment agreements and letters relating to your employment with Cowen.
COWEN GROUP, INC.2007 Equity Award Agreement • March 13th, 2008 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (this “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”), and [ ], (the “Executive”), as of January , 2008.
COWEN GROUP, INC. DIRECTOR AWARD AGREEMENTDirector Award Agreement • September 14th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (this “Agreement”) is made by and between COWEN GROUP, INC., a Delaware corporation (the “Company”), and __________, a member of the Board of Directors, (the “Director”), as of September 13, 2006.
COWEN GROUP, INC. EXECUTIVE INCENTIVE AWARD AGREEMENTCowen Group • March 30th, 2007 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (this “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”), and Kim S. Fennebresque (the “Executive”), as of July , 2006.
Services Agreement by and between SG Cowen & Co., LLC and Hewlett-Packard Company Dated as of December 6, 2004Services Agreement • May 17th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This Services Agreement (this “Agreement”) is made as of the 6th day of December, 2004 (the “Effective Date”) by and between SG Cowen & Co., LLC, a Delaware limited liability company (“SG Cowen”) and Hewlett-Packard Company, a Delaware corporation (“HP”).
11,217,392 Shares Cowen Group, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
COWEN GROUP, INC.2008 Equity Award Agreement • March 6th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (this “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”), and [ ], (the “Executive”), as of February 2, 2009.
FULLY DISCLOSED CLEARING AGREEMENT OF SG AMERICAS SECURITIES, LLCCowen Group, Inc. • June 12th, 2006 • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT is made and entered into this day of , 20 by and between SG AMERICAS SECURITIES, LLC (“Clearing Agent”), a Delaware limited liability company, and COWEN AND COMPANY, LLC (“Introducing Firm”), a Delaware limited liability company.
Master Services Agreement by and between SG Cowen & Co., LLC and SAVVIS Communications Corporation Dated as of January 21, 2005Master Services Agreement • May 17th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This Master Services Agreement (this “Agreement”) is made as of the 21st day of January, 2005 (the “Effective Date”) by and between SG Cowen & Co., LLC, a Delaware limited liability company (“Cowen”) and SAVVIS Communications Corporation, a Missouri corporation (“SAVVIS”).
December 22, 2006 Kevin McCarthy New York, New York 10020 Dear Kevin:Cowen Group, Inc. • March 30th, 2007 • Security brokers, dealers & flotation companies • New York
Cowen Group, Inc. (“Cowen” or the “Company”) is pleased to continue your employment with the Company and we look forward to a mutually rewarding and beneficial relationship. This letter outlines the terms and conditions of employment. Please indicate your acceptance of these terms and conditions by signing and returning one copy of this letter.
COWEN GROUP, INC. EXECUTIVE INCENTIVE AWARD AGREEMENT [U.S. EMPLOYEES]Incentive Award Agreement • March 30th, 2007 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT (this “Agreement”) is made by and between Cowen Group, Inc., a Delaware corporation (the “Company”), and _______________________, (the “Executive”), as of ______________.
March 4, 2008Cowen Group, Inc. • March 6th, 2008 • Security brokers, dealers & flotation companies • New York
This Agreement (the “Agreement”) contains the terms and conditions of your resignation as Chief Executive Officer and President of Cowen Group, Inc., including all titles and positions you may hold with any subsidiaries and/or affiliates (“Cowen” or the “Company”), effective as of March 4, 2008 (the “Effective Date”). As set forth more fully below, this agreement (the “Agreement”) shall supersede any and all prior employment agreements and letters relating to your current employment with Cowen.
TRANSACTION AGREEMENT and AGREEMENT AND PLAN OF MERGER, by and among COWEN GROUP, INC., LEXINGTONPARK PARENT CORP., LEXINGTON MERGER CORP., PARK EXCHANGE LLC, and RAMIUS LLCTransaction Agreement and Agreement and Plan of Merger • June 5th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • Delaware
TRANSACTION AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2009 (this “Agreement”), by and among COWEN GROUP, INC., a Delaware corporation (“Cowen”), LEXINGTONPARK PARENT CORP., a Delaware corporation (“New Parent”), LEXINGTON MERGER CORP., a Delaware corporation and direct wholly owned subsidiary of New Parent (“Merger Sub”), PARK EXCHANGE LLC, a Delaware limited liability company and direct wholly owned subsidiary of New Parent (“Exchange Sub”), and RAMIUS LLC, a Delaware limited liability company (“Ramius”).
