exhibit10-1.htm


    Exhibit
10.1

    


    AMENDMENT
NO. 1 TO AMENDED AND RESTATED CEO EMPLOYMENT AGREEMENT

    


    


    This
Amendment No. 1 (this “Amendment”)
to the Amended and Restated CEO 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 Thomas W. Weisel (“Weisel”),
in his individual capacity.

    


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

    


    WHEREAS,
pursuant to section 5(a) of the Employment Agreement, Weisel’s annualized base
salary is U.S. $200,000 (the “Original
Base Salary”); and

    


    WHEREAS,
Weisel 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 Weisel’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 Weisel hereby agree as follows:

    


    1. Base Salary. Weisel
and TWP hereby ratify and affirm the reduction to Weisel’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 Weisel and TWP agree to resume the
Original Base Salary or some other salary.

    


    2. Effect on Termination
Provisions.  Weisel 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 Weisel and TWP) modification
that results in a reduction, deferral or transfer by Weisel 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 9 of the
Employment Agreement (or any amendment thereto).  Rather, for the
avoidance of doubt, for purposes of calculating or determining any payment due
Weisel upon termination of his employment, unless the applicable agreement or
arrangement states otherwise, Weisel 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.  Weisel 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.  Weisel acknowledges and agrees that TWP and Weisel
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

    


    


    


    THOMAS W.
WEISEL

    in his
individual capacity

    


     

    /s/ Thomas W.
Weisel