Washington, D.C. 20549





Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 31, 2012




(Exact Name of Registrant as Specified in Charter)








(State or Other Jurisdiction

of Incorporation)


(Commission File Number)


(I.R.S. Employer

Identification No.)


599 Lexington Avenue

New York, NY 10022

(Address of Principal Executive Offices and Zip Code)


Registrant’s telephone number, including area code: (212) 845-7900



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02.              Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 31, 2012 (the “Effective Date”), Cowen Group, Inc. (the “Company”) entered into a new employment agreement (the “Employment Agreement”) with Jeffrey Solomon, pursuant to which Mr. Solomon will continue to serve as the Chief Executive Officer of Cowen and Company, LLC, the Company’s investment banking subsidiary, and as a member of the Company’s Executive Management and Operating Committees.  The Employment Agreement supersedes Mr. Solomon’s prior employment agreement with the Company.  The Employment Agreement is filed as Exhibit 10.1 to this Form 8-K.


The initial term of the Employment Agreement commences on the Effective Date and continues through April 30, 2015.  Following the expiration of the initial term, the agreement is automatically extended for successive one-year terms, unless either party elects not to extend the term.  Pursuant to the Employment Agreement, Mr. Solomon will be entitled to an annual salary of at least nine hundred fifty thousand dollars ($950,000) and will be eligible to receive an annual performance-based bonus as determined by the Compensation Committee of the Board of Directors of the Company based on the achievement of pre-established performance goals.  The Company has retained the right to pay all or a portion of any annual bonus in the form of restricted securities, other stock or security-based awards, deferred cash, or other deferred compensation.


Promptly following the Effective Date, the Employment Agreement requires the Company to grant Mr. Solomon fully vested restricted stock units (“RSUs”) covering 250,000 shares of the Company’s Class A common stock.  Additionally, promptly following the first (1st) anniversary of the Effective Date, the Company is required to grant Mr. Solomon additional RSUs covering 250,000 shares of the Company’s Class A common stock (the “Equity Award”), with such RSUs vesting in two equal installments on May 15, 2014 and April 29, 2015, subject, in each case, to Mr. Solomon’s continued employment with the Company on the applicable vesting date.


In the event that Mr. Solomon’s employment is terminated by the Company without “cause” (including a decision by the Company not to renew the Employment Agreement upon the expiration of the then-current term), by Mr. Solomon for “good reason”, or as a result of Mr. Solomon’s death or “disability” (as such terms are defined in the Employment Agreement), Mr. Solomon will, subject to his execution of a general release in favor of the Company, be entitled to receive the following payments and benefits:  (i) any unpaid annual bonus with respect to the previous completed fiscal year; (ii) a prorated annual bonus for the fiscal year of termination, calculated based on the average bonus paid to Mr. Solomon for the two years immediately preceding the year of termination and the timing of such termination; (iii) in the case of a termination by the Company without “cause” or by Mr. Solomon for “good reason” only, a lump sum cash payment in an amount equal to two and one-half times the sum of his base salary and the average annual bonus paid for the two years immediately preceding his termination, provided that the payment under this clause (iii) will not be less than three million two hundred fifty thousand dollars ($3,250,000) and not more than five million dollars ($5,000,000); (iv) immediate vesting of all equity awards and unvested deferred compensation; (v) a cash payment equal to twenty-four (24) months’ COBRA premiums; and (vi) in the event




that such termination occurs prior to the grant of the Equity Award, the grant of the Equity Award or its cash equivalent, which will be fully vested on the date of grant.  In the event that Mr. Solomon breaches the restrictive covenants described below following a termination of his employment, he will be required to repay any payments or benefits received in connection with such termination.


Additionally, in the event that Mr. Solomon retires after attaining age 55 and provides the Company with at least ninety (90) days advance notice, all outstanding equity awards and unvested deferred compensation then held by Mr. Solomon will continue to vest in accordance with their terms as if Mr. Solomon had continued to be an active employee of the Company provided he does not engage in competitive activity at any time prior to the applicable vesting date and refrains from interfering with the Company’s employees and customers for twelve (12) months following his retirement.


The Employment Agreement, pursuant to an exhibit attached thereto, contains customary confidentiality and invention assignment covenants.  In addition, Mr. Solomon has agreed not to compete with, or solicit customers or employees of, the Company during the term of the Employment Agreement and for a period of one hundred and eighty (180) days thereafter.  The Employment Agreement also contains an indefinite mutual non-disparagement covenant.


The description of the Employment Agreement contained herein is qualified in its entirety by reference to the actual Employment Agreement filed herewith as Exhibit 10.1 and which is incorporated by reference herein.




Item 9.01. Financial Statements and Exhibits.




Exhibits. The following exhibit is filed herewith:




Exhibit 10.1


Employment Agreement dated May 31, 2012






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









Dated: June 1, 2012


/s/ Owen S. Littman


Name: Owen S. Littman


Title:   General Counsel