Cowen Group (COWN)

Section 1.4 — Change in Control.

In the event of a Change in Control as defined in Section 7 of the Plan and as determined by the Compensation Committee of the Company, any unvested Deferred Cash shall immediately vest in full as of the date of the Change in Control and be payable according to the schedule set forth in Section 1.2 above.  However, in the event of a termination by the Company for Cause subsequent to a Change in Control, any unpaid Deferred Cash shall immediately be forfeited to the Company as of the Termination Date and neither the Executive nor any of the Executive’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Deferred Cash.  In addition, in the event of a Termination for Cause subsequent to a Change in Control, the Executive shall pay to the Company an amount equal to the Deferred Cash previously paid to the Executive under this Agreement.

Section 1.4 — Change in Control.

In the event of a Change in Control as defined in Section 7
of the Plan and as determined by the Compensation Committee of the Company, any
unvested Deferred Cash shall immediately vest in full as of the date of the
Change in Control and be payable according to the schedule set forth in Section 1.2
above.  However, in the event of a
termination by the Company for Cause subsequent to a Change in Control, any unpaid
Deferred Cash shall immediately be forfeited to the Company as of the
Termination Date and neither the Executive nor any of the Executive’s
successors, heirs, assigns, or personal representatives shall thereafter have
any further rights or interests in such Deferred Cash.  In addition, in the event of a Termination
for Cause subsequent to a Change in Control, the Executive shall pay to the
Company an amount equal to the Deferred Cash previously paid to the Executive
under this Agreement.

Change in Control

The plan provides that, unless otherwise determined by the Committee or as set forth in an award agreement, in the event of a change in control (as defined in the plan), any restricted stock that was forfeitable prior to such change in control will become nonforfeitable and any unexercised option or SAR, whether or not exercisable on the date of such change in control, will become fully exercisable and may be exercised in whole or in part. Each other award granted under the plan will be treated as set forth by the Committee, in the applicable award agreement or otherwise.