exv10w17



 






Exhibit 10.17




THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT



Thomas
Weisel Partners Group, Inc., a Delaware corporation (the
“Company”), hereby grants to the “Participant” this Award of Restricted Stock units (“RSUs”) pursuant to the Thomas Weisel Partners
Group, Inc., Equity Incentive Plan (the “Plan”) upon the following terms and conditions:





	 	 	Name of Participant:
	 
	 	 	Grant Date:
	 
	 	 	Number of RSUs:
	 
	1.	 	This Award is subject to all terms and conditions of this Agreement and the Plan. The terms
of the Plan are hereby incorporated by reference. Capitalized terms not otherwise defined
herein shall have the meaning assigned to such term in the Plan.
	 
	2.	 	Each RSU represents an unfunded and unsecured promise of the Company to deliver a future
payment equal to the Fair Market Value of one Share at the time of such payment. Such payment
may, at the Committee’s election, be in cash or Shares or a combination thereof.
	 
	3.	 	[To the extent dividends are paid on Shares while the RSUs remain outstanding, you shall be
entitled to receive at the time such dividends are paid (subject to your continued employment
as of the relevant dividend payment date), cash payments (less applicable withholding) in
amount equivalent to cash dividends on Shares with respect to the number of Shares covered by
the RSUs. If you incur a termination of employment prior to the payment of Shares underlying
your RSUs but subsequent to the applicable RSUs vesting date (as set forth in Paragraph 4
below) you shall be entitled to receive with respect to such Shares underlying your vested
RSUs cash payments in amount equivalent to cash dividends on Shares regardless of whether you
continue to be employed as of the relevant dividend payment date.]
	 
	4.	 	Subject to your continued employment as of the relevant vesting date (unless otherwise
provided under the terms and conditions of the Plan or this Agreement), in accordance with
Paragraph 2 above you shall be entitled to receive (and the Company shall deliver to you)
within [•] days following the relevant vesting date set forth below, the number of Shares
underlying the RSUs (or a cash payment therefore) as of the dates set forth below in
accordance with the following schedule:




Vesting Dates = [•% of the Shares underlying the RSUs on 
each of
the first • anniversaries of the grant date] [The

Shares underlying the RSUs on the • anniversary of the

grant date.]




 









 







	5.	 	In accordance with Section 15(a) of the Plan, the Committee may in its sole discretion
withhold from the payment to you hereunder a sufficient amount (in cash or Shares) to provide
for the payment of any taxes required to be withheld by federal, state or local law with
respect to income resulting from such payment. You have been advised to review with your own
tax advisors the federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. You are relying solely on such advisors and not
on any statements or representations of the Company or any of its agents. You understand that
you (and not the Company) shall be responsible for your own tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement.
	 
	6.	 	The Company shall have the right to offset against the obligation to deliver RSU Shares to
you, any outstanding amounts then owed by you to the Company.
	 
	7.	 	An RSU does not represent an equity interest in the Company, and carries no voting rights.
You will not have any rights of a shareholder with respect to the RSUs until the Shares have
been delivered to you.
	 
	8.	 	Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan
administrator (as so designated by the Company) or mailed to the Company’s principal office,
•, attention of •, or, if to you, shall be delivered to you or mailed to your address as the
same appears on the records of the Company.
	 
	9.	 	All decisions and interpretations made by the Board of Directors or the Committee with regard
to any question arising hereunder or under the Plan shall be binding and conclusive on all
persons. In the event of any inconsistency between the terms hereof and the provisions of
this Agreement and the Plan, this Agreement shall govern.
	 
	10.	 	By accepting this Award, you acknowledge receipt of a copy of the Plan, and agree to be bound
by the terms and conditions set forth in this Agreement and the Plan, as in effect form time
to time.
	 
	11.	 	By accepting this Award, you further acknowledge that the federal securities laws and/or the
Company’s policies regarding trading in its securities may limit or restrict your right to buy
or sell Shares, including, without limitation, sales of Shares acquired in connection with
your RSUs. You agree to comply with such federal securities law requirements and Company
policies, as such laws and policies are amended form time to time.





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	12.	 	The Committee may waive any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue or terminate the Award granted under this Agreement, provided, however,
that no such action shall impair the rights of a Participant or holder or beneficiary of any Award under this Agreement without the consent
of such Participant or holder or beneficiary of any Award.






	13.	 	This Agreement shall be governed by the laws of the State of New York without giving effect
to its choice of law provisions.





	 	 	 
	 

	 	THOMAS WEISEL PARTNERS GROUP, INC.
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	PARTICIPANT
	 
	 	 
	 

	 	By:
	 

	 	Name:






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          If you would like to designate a beneficiary to exercise your rights under this Agreement in
the event of your death, please complete your designation in the space provided below, as well as
please sign and print your name and date in the space provided below, and return this Agreement to
the attention of •.




	 	 	 	 	 	 	 	 	 
	Beneficiary:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Participant name (print):
	 	 






	 	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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