exv10w4



 





Exhibit 10.4




FIRST AMENDMENT TO

CEO EMPLOYMENT AGREEMENT




September 12, 2007




Thomas W. Weisel

c/o Thomas Weisel Partners Group, Inc.

One Montgomery Street

San Francisco, California 94104




Dear Thom:




     This letter sets forth an amendment to your Employment Agreement dated February 1,2006 (the
“Agreement”) with Thomas Weisel Partners Group, Inc., a Delaware corporation (“TWPG Inc.” and,
together with its subsidiaries and affiliates and its and their respective predecessors and
successors, the “Firm”).



     Section 9(f) of the Agreement shall be deleted and replaced in its entirety by the following
text:




     “(f) Timing.  (1)     Notwithstanding anything to the contrary in this agreement,
if at the time of your termination of employment with the Firm, you are a “specified
employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), as determined by the Firm in accordance with Section 409A of the Code, and the
deferral of the commencement of any payments or benefits otherwise payable hereunder as a
result of such termination of employment is necessary in order to prevent any accelerated
or additional tax under Section 409A of the Code, then the Firm will defer the commencement
of the payment of any such payments or benefits hereunder (without any reduction in the
payments or benefits ultimately paid or provided to you) until the date that is at least
six (6) months following your termination of employment with the Firm (or the earliest date
permitted under Section 409A of the Code), whereupon the Firm will pay you a lump-sum
amount equal to the cumulative amounts that would have otherwise been previously paid to
you under this agreement during the period in which such payments or benefits were
deferred. Thereafter, any other payments, if any, will resume in accordance with this
agreement.




     (2)     Additionally, in the event that following the date hereof the Firm or you
reasonably determines that any compensation or benefits payable under this agreement may be
subject to Section 409A of the Code, the Firm and you shall work together to adopt such
amendments to this agreement or adopt other policies or procedures (including amendments,
policies and procedures with
retroactive effect), or take any other commercially reasonable actions necessary or
appropriate to (x) exempt the compensation and benefits payable under this agreement from
Section 409A of the Code and/or preserve the intended tax treatment of the compensation and
benefits provided with respect to this Agreement or (y) comply with the requirements of
Section 409A of the Code and related Department of Treasury guidance.”



     If the foregoing is in accordance with your understanding, please kindly confirm your
acceptance and agreement by signing and returning this letter which will thereupon constitute an
amendment to the Agreement.



	 	 	 	 	 
	 	Very truly yours,



THOMAS WEISEL PARTNERS GROUP, INC. 

(on its behalf, and on behalf of its subsidiaries and 

affiliates) 

 	 
	 	By:  	/s/ Mark Fisher
 	 
	 	 	Name:  	Mark Fisher            	 
	 	 	Title:  	General Counsel 	 
	 



	 	 	 	 	 
	Agreed to and accepted as of 

the date of this Agreement: 

 	 
	/s/ Thomas W. Weisel
 	 
	Name:  	Thomas W. Weisel 	 
	 	 
	 




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