exhibit10-2.htm


    Exhibit
10.2

    


    AMENDMENT
NO. 1 TO AMENDED AND RESTATED PRESIDENT EMPLOYMENT AGREEMENT

    


    


    This
Amendment No. 1 (this “Amendment”)
to the Amended and Restated President  Employment Agreement, dated
December 15, 2008 (the “Employment
Agreement”), is entered into as of this 7th day of May, 2009, by and
between Thomas Weisel Partners Group Inc. (“TWP”)
and Lionel F. Conacher (“Conacher”),
in his individual capacity.

    


    WHEREAS,
TWP and Conacher have previously entered into the Employment Agreement, a copy
of which is attached hereto as Annex A;

    


    WHEREAS,
pursuant to section 4(a) of the Employment Agreement, Conacher’s annualized base
salary is U.S. $200,000 (the “Original
Base Salary”); and

    


    WHEREAS,
Conacher and TWP agreed, in response to the 2008 business and economic climate
and in conjunction with firm-wide base salary reductions of 10% for employees
above a certain level, to similarly reduce Conacher’s annualized base salary by
10% to U.S. $180,000 (the “Reduced
Base Salary”).

    


    NOW,
THEREFORE, in consideration of the premises, the sufficiency of which is hereby
acknowledged, TWP and Conacher hereby agree as follows:

    


    1. Base Salary. Conacher
and TWP hereby ratify and affirm the reduction to Conacher’s annualized base
salary by 10% from the Original Base Salary to the Reduced Base
Salary.  The Reduced Base Salary will be in effect commencing on
January 1, 2009 until such time as both Conacher and TWP agree to resume the
Original Base Salary or some other salary.

    


    2. Effect on Termination
Provisions.  Conacher and TWP each acknowledge and agree that,
unless specifically stated in the applicable agreement or arrangement, any
voluntary or mutually agreed to (by and between Conacher and TWP) modification
that results in a reduction, deferral or transfer by Conacher of any
compensation due to him under the Employment Agreement (or any amendment
thereto) shall not be taken into consideration for purposes of application of
section 8 of the Employment Agreement (or any amendment
thereto).  Rather, for the avoidance of doubt, for purposes of
calculating or determining any payment due Conacher upon termination of his
employment, unless the applicable agreement or arrangement states otherwise,
Conacher shall be deemed to have earned the greatest of (i) the original amount
set forth in the Employment Agreement (or any amendment thereto), (ii) any
written agreement or amendment increasing that amount, or (iii) the actual
amount earned.

    


    3. No Other
Amendment.  Conacher and TWP each acknowledge and agree that,
except as set forth in paragraphs 1 and 2 above, this Amendment does not
supersede, amend, modify or otherwise alter the obligations and provisions of
the Employment Agreement and all other provisions of the Employment Agreement
remain in full force and effect.

    


    4. No Other
Agreement.  Conacher acknowledges and agrees that TWP and
Conacher have no further agreement or understanding and no statements,
representations, warranty or covenants have been made by you or TWP with respect
to the base salary, other than as contained in this Amendment.

    


    5. Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of California, without regard to principles of conflicts of
laws.

    


    IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Agreement on behalf of the respective parties hereto as of the date first
written above.

    


    


    


    


    THOMAS
WEISEL PARTNERS GROUP, INC.

    


    


    


    By:/s/ Mark P.
Fisher                                                              

         Name:
Mark P. Fisher

         Title:
General Counsel

    


    


    


    LIONEL F.
CONACHER

    in his
individual capacity

    


    


    


    /s/ Lionel F.
Conacher