exv10w18



 






Exhibit 10.18




THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN

FORM OF RESTRICTED STOCK AWARD AGREEMENT



Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the
“Participant” this Award of Restricted Stock 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 Shares of Restricted Stock:
	 
	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.	 	The Restricted Stock is awarded [without payment of any consideration by the Participant].
	 
	3.	 	[To the extent dividends are paid on Shares while the Restricted Stock remains unvested and
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 Restricted Stock. If you incur a termination of employment
prior to the payment of Shares underlying your Restricted Stock but subsequent to the
applicable Restricted Stock’s vesting date (as set forth in Paragraph 4 below) you shall be
entitled to receive with respect to such Shares underlying your vested Restricted Stock 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 Restricted Stock as of the dates set forth below in accordance with the
following schedule:




Vesting Dates = [•% of the Shares underlying the
 Restricted Stock
on each of the first • anniversaries of the 
grant date] [The
Shares underlying the Restricted Stock 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.	 	You hereby acknowledges that you have been informed that, with respect to the grant of the
Restricted Stock, you may file an election (the “Election”) with the Internal Revenue Service,
within 30 days of the grant of the Restricted Stock, electing pursuant to Section
83(b) of the Code to be taxed currently on the fair market value of the Restricted Stock on
the Grant Date. This will result in a recognition of taxable income to you on the Grant Date,
equal to the fair market value of the Restricted Stock on such date. Absent an Election,
taxable income will be measured and recognized by you at the time or times on which the
Restricted Stock vests. You are strongly encouraged to seek the advice of your own tax
consultants in connection with this Award and the advisability of filing of the Election. A
form of Election is attached hereto as Exhibit A for reference. YOU UNDERSTAND THAT
ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF UNVESTED
SHARES ARE FORFEITED TO THE COMPANY. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY AND
NOT THE COMPANY’S TO FILE TIMELY THE ELECTION, EVEN IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON YOUR BEHALF. YOU MUST NOTIFY THE COMPANY WITHIN 10 DAYS
OF FILING ANY ELECTION.
	 
	7.	 	The Company shall have the right to offset against the obligation to deliver Shares to you,
any outstanding amounts then owed by you to the Company.
	 
	8.	 	You will not have any rights of a shareholder with respect to the Restricted Stock until the
Shares have been delivered to you.
	 
	9.	 	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.
	 
	10.	 	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





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    between the terms hereof and the provisions of this Agreement and the Plan, this Agreement
shall govern.




	11.	 	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.






	12.	 	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 Restricted Stock. You agree to comply with such federal securities law requirements and
Company policies, as such laws and policies are amended form time to time.






	13.	 	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.






	14.	 	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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EXHIBIT A




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986



Pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation
1.83-2, the undersigned taxpayer hereby elects to include in taxpayer’s gross income or alternative
minimum taxable income, as the case may be, the excess, if any, of the fair market value of the
Property (as hereinafter defined) at the time of transfer over the amount the taxpayer paid for
such Property. The following information is furnished in accordance with Treasury Regulations
Section 1.83-2(e).





	1.	 	The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:





	 	 	 	 	 
	 

	Name of Taxpayer:
	 	SPOUSE:
	 
	 	 	 	 
	 

	Address:	 	 
	 
	 	 	 	 
	 

	Social Security No.: TAXPAYER:
	 	SPOUSE:







	2.	 	The property with respect to which the election is made (the “Property”) is described as
follows:
                     shares of the Common Stock of Thomas Weisel Partners Group,
Inc. (the “Company”).






	3.	 	The election is made for the • calendar year with respect to the Property. The date on which
the Property was transferred is •.






	4.	 	The Property is subject to the following restrictions: the Shares may not be transferred and
may be forfeited if the taxpayer ceases to be employed by the Company under certain
circumstances. These restrictions lapse upon the satisfaction of certain conditions contained
in the agreement awarding the Property and the Thomas Weisel Partners Group, Inc. Equity
Incentive Plan.






	5.	 	The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such Property is:
$                    .






	6.	 	The amount (if any) paid for the Property is: $[•].





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          The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described Property.
The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Taxpayer
	 
	 	 	 	 	 	 
	The undersigned spouse of taxpayer joins in this election.
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Spouse







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