exhibit_10-23.htm


    Exhibit
10.23

    


    THOMAS
WEISEL PARTNERS GROUP, INC.

    


    EQUITY
INCENTIVE PLAN

    


    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., Third Amended and Restated
Equity Incentive Plan (the “Plan”) upon the following
terms and conditions:

     

    
      	 
      	 
      	
              Name of Participant: Lionel
      CONACHER

            
	 
      	 
      	 
      
	 
      	 
      	
              Grant Date: February 27,
      2009

            
	 
      	 
      	 
      
	 
      	 
      	
              Number of RSUs: Up to a maximum
      of

            
	 
      	 
      	 
      
	
              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.

            	 
      	
              Subject
      to your continuous employment with the Company throughout the period
      commencing on the Grant Date up to and including 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) on the
      relevant vesting date set forth below (subject to an administrative delay
      as set forth below), the number of Shares underlying the RSUs (or a cash
      payment therefor) as set forth below in accordance with the following
      vesting schedule:

               

            


    

    


    
      	
               
      

            	
              Vesting
      Date 1 – on the first anniversary of the Grant Date, 100% of the Shares
      underlying Tranche 1 RSUs forfeited by the Grantees pursuant to the
      Grantees’ Restricted Stock Unit Award Agreements, the Plan or otherwise
      for no consideration during the period commencing on the Grant Date up to
      and including the first Vesting
Date.

            


    

    


    
      	
               
      

            	
              Vesting
      Date 2 - on the second anniversary of the Grant Date, 100% of the Shares
      underlying Tranche 2 RSUs forfeited by the Grantees pursuant to the
      Grantees’ Restricted Stock Unit Award Agreements, the Plan or otherwise
      for no consideration during the period commencing on the Grant Date up to
      and including the second Vesting
Date.

            


    

    


    
      	
               
      

            	
              Vesting
      Date 3 - on the third anniversary of the Grant Date, 100%
      of  the Shares underlying Tranche 3 RSUs forfeited by the
      Grantees pursuant to the Grantees’ Restricted Stock Unit Award Agreements,
      the Plan or otherwise for no consideration during the period commencing on
      the Grant Date up to and including the third Vesting
  Date.

            


    

    


    For
purposes of this Agreement,

    


    “Tranche 1
RSUs” means the RSUs set forth under the column entitled Tranche 1 RSUs
awarded to the Grantees, as set forth in the table in Exhibit A
hereto.

    


    “Tranche 2
RSUs” means the RSUs set forth under the column entitled Tranche 2 RSUs
awarded to the Grantees, as set forth in the table in Exhibit A.

    


    “Tranche 3
RSUs” means the RSUs set forth under the column entitled Tranche 3 RSUs
awarded to the Grantees, as set forth in the table in Exhibit A.

    


    “Grantees”
shall mean the individuals listed under the column entitled Grantee in the table
in Exhibit A.

    


    
      	 
      	 
      	
              To
      the extent a Grantee vests with respect to Shares underlying Tranche 1, 2
      or 3 RSUs, as the case may be, in accordance with the terms and conditions
      of such Grantee’s Restricted Stock Unit Award Agreement or pursuant to the
      terms of the Plan, RSUs granted under this Agreement shall be
      automatically forfeited and, commensurate with such vesting date, canceled
      in the same number as the RSUs that vest under the Grantee’s Restricted
      Stock Unit Award Agreement.

               

              The
      payment of the vested RSUs may be subject to administrative delay,
      provided that the applicable RSUs shall be paid no later than March
      15th
      following the year of the applicable vesting
      date.  Notwithstanding the foregoing, all amounts payable to you
      in respect of the RSUs shall be paid within 3 years following the end of
      the year in which the RSUs were granted.

               

              Notwithstanding
      anything in the Plan to the contrary, in the event of your death,
      Disability or Retirement prior to any applicable vesting date, all RSUs
      that have been forfeited by the Grantees prior to the occurrence of that
      event shall become immediately vested to you or your beneficiary, and any
      RSUs that are subsequently forfeited by the Grantees shall become
      immediately vested to you or your beneficiary upon such
      forfeiture.

               

              Notwithstanding
      anything in the Plan to the contrary, in the event of a Change in Control
      and the Committee determines that such Change in Control constitutes a
      “change in control event” within the meaning of Treasury Regulation §
      1.409A-3(i)(5)(i), all RSUs that have been forfeited by the Grantees prior
      to the occurrence of the Change in Control shall become immediately vested
      to you, and any RSUs that are subsequently forfeited by the Grantees shall
      become immediately vested to you upon such forfeiture.

               

            
	
               

              4.

            	 
      	
               

              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.

               

              Notwithstanding
      any provision to the contrary in this Agreement, if you are deemed by the
      Company at the time of your separation from service with the Company to be
      a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
      Code, to the extent delayed commencement of payment of any RSUs (or cash
      equivalent dividend payments)  is required under Section 409A of
      the Code, the payment or delivery of any RSUs (or cash equivalent dividend
      payments) will be delayed for a period of six months from the date of your
      separation from service with the Company (or, if earlier, your death), if
      and to the extent such delay is required under Section 409A of the
      Code.

            
	 
      	 
      	 
      
	
              5.

            	 
      	
              The
      Company shall have the right to offset against the obligation to deliver
      RSU Shares (or a cash payment therefore) to you, any outstanding
      amounts then owed by you to the Company, provided such offset complies
      with Section 409A of the Code and applicable state law.

            
	 
      	 
      	 
      
	
              6.

            	 
      	
              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.

            
	 
      	 
      	 
      
	
              7.

            	 
      	
              This
      Award of RSUs is made as a bonus in respect of your performance and is in
      addition to and not a substitute for or in lieu of ordinary salary and
      wages received by you in respect of your service to the
      Company.

            
	 
      	 
      	 
      
	
              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, One Montgomery Street, San Francisco,
      California 94104, attention of General Counsel, 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 from 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 from time to
      time.

            
	 
      	 
      	 
      
	
               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:

                
	 
      	 
      	 
      
	 
      	 
      	
                  /s/ Mark Fisher

                
	 
      	 
      	
                   Name:  Mark
      Fisher

                
	 
      	 
      	
                   Title:  General
      Counsel & Secretary

                
	 
      	 
      	 
      
	 
      	 
      	
                  Lionel
      Conacher

                
	 
      	 
      	 
      
	 
      	 
      	
                  /a/
      Lionel Conacher

                
	 
      	 
      	
                   Signature

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

    


    The
number of RSUs subject to this Agreement shall be forfeited and canceled to the
extent the following Grantees vest in their RSUs, which have been granted
simultaneously with the award of RSUs under this Agreement, in accordance with
the terms of the Plan and their respective Restricted Stock Unit Award
Agreements:

    


    
      	
              
                 

                Grantee

              

            	
              
                Award
      of RSUs

              

            	
              
                Tranche
      1

                RSUs

              

            	
              
                Tranche
      2 RSUs

              

            	
              
                Tranche
      3

                RSUs

              

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Total
      RSUs subject to forfeiture:

            	 
      	 
      	 
      	 
      


    

    


    The RSU
Awards described above shall be subject to the terms and conditions of the
Grantee’s individual Restricted Stock Unit Award Agreement and the Plan,
including the requirement that the Grantee be continuously employed through the
applicable vesting date and certain terms and conditions relating to Change in
Control.  To the extent the Grantee vests in accordance with the terms
and conditions of the Grantee’s Restricted Stock Unit Award Agreement or
pursuant to the terms of the Plan, the RSUs granted under this Agreement shall
be forfeited and canceled in the same number as the RSUs that vest under the
Grantee’s applicable Restricted Stock Unit Award Agreement.


    
      
        
          --

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

              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 Thomas Weisel Partners Group,
Inc., One Montgomery Street, San Francisco, California 94104, to the attention
of Human Resources.

    


    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Beneficiary:

            	 
      	
              __________________________________________________ 

            	 
      	 
      	 
      	 
      	 
      
	
               

              Participant
      name

              (print
      & sign):

            	 
      	
               

               

              __________________________________________________

            	 
      	 
      	 
      	 
      	 
      


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Date: