Exhibit 10.1
COWEN GROUP, INC.
2009 CARRIED INTEREST EQUIVALENT
AWARD
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.
RECITALS
WHEREAS, Cowen Healthcare Royalty
GP, LLC (the “General Partner”) is the general partner
of Cowen Healthcare Royalty Partners, L.P. (the
“Fund”); and
WHEREAS, the General Partner is
entitled to receive a percentage of profits, in excess of certain
minimum levels, earned by the Fund, if any, as a performance fee
(“Carried Interest”); and
WHEREAS, the Company is a member of
the General Partner and is therefore eligible to receive a certain
percentage of the Carried Interest, if any; and
WHEREAS, the Company intends to
award to the Employee an amount equaling a certain percentage of
the Carried Interest in the Fund in recognition of the
Employee’s efforts to support the General Partner and the
Fund; and
WHEREAS, the Employee accepts the
award by the Company of an amount equaling a certain percentage of
the Carried Interest in the Fund and hereby agrees to the terms and
conditions hereinafter stated;
NOW THEREFORE, in consideration of
the foregoing recitals and of the promises and conditions contained
herein, it is agreed as follows:
ARTICLE I
GRANT OF CARRIED INTEREST
EQUIVALENT AWARD
Section 1.1 – Grant of
Carried Interest Equivalent Award
The Company hereby awards to the
Employee as of the date hereof (the “Grant Date”) the
right to receive an amount equal to 0.15387% of Carried Interest in
the Fund, if any (the “Employee Carried Interest”),
subject to the conditions and restrictions set forth below.
It is expressly understood that the Employee will not be required
to make a capital contribution to the General Partner nor will the
Employee be entitled to receive any portion of any distribution
from the Fund or the General Partner that represents anything other
than Carried Interest.
Section 1.2 –
Restrictions
(a)
Entitlement . The Employee’s entitlement to
receive the Employee Carried Interest is expressly conditioned upon
the receipt by the General Partner of Carried Interest in the
Fund. If for any reason the General Partner fails to receive
Carried Interest in the Fund, the Employee will not be entitled to
receive any Employee Carried Interest. It is expressly
understood by the Employee that the General Partner may not earn
any Carried Interest in the Fund depending on the investment
performance of the Fund.
(b)
Vesting . Subject to the terms and conditions on
Section 1.4 below, the Employee’s entitlement to the
Employee Carried Interest shall vest in two equal installments as
follows: (i) fifty percent (50%) of the Employee Carried
Interest shall vest on the second anniversary of the Grant Date
(the “First Vesting Date”); and (ii) the remaining
fifty percent (50%) of the Employee Carried Interest shall vest on
the third anniversary of the Grant Date (the “Second Vesting
Date”) (each, a “Vesting Date”).
Section 1.3 – Fund
Distribution
(a)
Eligibility . Notwithstanding the Vesting Dates, and
subject to the terms and conditions of Section 1.4 below, and
as otherwise set forth herein, the Employee shall be eligible to
receive Employee Distributions, as defined below, upon the full
execution of this Agreement.
(b)
Determination of Distribution . At the end of each
calendar year, the Company shall determine whether it has received
any cash distributions from the General Partner during that year as
a result of Carried Interest in the Fund (the “Fund
Distribution”). In the event such a Fund Distribution
has been made, the Company shall pay to the Employee on or after
January 1, and before March 31, of the following calendar
year, less applicable taxes and payroll deductions, an amount equal
to the Employee Carried Interest in such a Fund Distribution (the
“Employee Distribution”). If the General Partner
has not made a Fund Distribution during any given year, the
Employee shall not be entitled to receive any Employee Distribution
for that year.
Section 1.4 –
Cessation of Employment
(a)
Termination Prior to First Vesting Date . If, prior to
the First Vesting Date, the Employee gives notice of resignation or
voluntary termination or the Employee’s employment or service
with the Company or its subsidiaries and affiliates is terminated
for any reason, the Employee shall forfeit any and all rights in,
and entitlement to, the Employee Carried Interest.
Accordingly, the Employee shall not be entitled to receive any
Employee Distributions after the date of the Employee’s
termination, or notice of termination, whichever occurs
earlier.
(b)
Termination After First Vesting Date but Prior to Second Vesting
Date . If, after the First Vesting Date but prior to the
Second Vesting Date, the Employee
gives notice of
