exhibit_10-21.htm


    Exhibit
10.21

    


    AMENDED
AND RESTATED PRESIDENT EMPLOYMENT AGREEMENT

     

    


    Lionel F.
Conacher

    80
Rowanwood Avenue

    Toronto,
Canada M4W1Y9

    December
15, 2008

    


    Dear
Lionel:

     

    On
September 30, 2007, you entered into an employment 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”), which set forth the
terms and conditions of your employment with the Firm (the “Prior
Agreement”).

    


    You and
the Firm wish to amend and restate the Prior Agreement in its entirety, pursuant
to the terms and conditions set forth in this EMPLOYMENT AGREEEMENT (this “Agreement”), and this
Agreement sets forth the ongoing terms and conditions of your employment with
the Firm.

     

    1.            Employment

     

    TWPG Inc.
does hereby employ you and you do hereby accept employment under the terms and
conditions specified herein. You will have the title of President of TWPG Inc.
and, as such, you shall report solely and directly to the Chief Executive
Officer. During a transition period, which began on January 2, 2008, and which
shall last between 6 and 24 months, the precise length of which will be
determined by the Chairman and Chief Executive Officer in consultation with you
and the Board of Directors (the “Transition Period” ), you
shall oversee the integration of TWPG and Westwind Partners Inc. and have
responsibility for the Firm’s Canadian and European operations (but not its
Indian operations), as well as other duties, responsibilities and authority as
may reasonably be assigned to you by the Chairman and Chief Executive Officer.
In no event, however, will the Transition Period last longer than 24 months. To
the extent the Chief Executive Officer and/or the Board of Directors determine
that the Transition Period shall last longer than 24 months, such determination
shall constitute Good Reason for you to terminate your employment hereunder.
After the Transition Period, you shall have all the duties, responsibilities and
authority normally attendant to the office of President of the Firm, and you
shall render services consistent with such positions on the terms set forth
herein and relocate as provided in Section 3. In addition, during and after the
Transition Period, you shall have such other executive and managerial powers and
duties with respect to the Firm as may reasonably be assigned to you by the
Chairman and Chief Executive Officer, to the extent consistent with your
position and status as set forth above, including, as of the first day of your
employment hereunder, being a member of the Firm’s Executive Committee and
Underwritten Offering Committee and having principal responsibility for
corporate development, including mergers and acquisitions and the integration of
any acquisitions TWPG Inc. may undertake. After the Transition Period, all
employees of the Firm other than the Chairman and Chief Executive Officer and
employees of the Firm’s asset management group shall report to you, either
directly or through such business unit heads as the Chairman and Chief Executive
Officer or you may designate. If the Firm should create a Compensation Committee
during the Employment Period, you shall immediately become (and remain) a
member.

     

    You agree
to devote substantially all of your business time, labor, skill and energies to
the business and affairs of the Firm during the Employment Period, subject to
periods of vacation and sick leave to which you are entitled. Except as
otherwise provided below, during the Employment Period, you will not render any
business, commercial or professional services to any individual or any entity
that is not part of the Firm. However, you may serve on corporate, civic or
charitable boards, manage personal investments, deliver lectures or fulfill
speaking engagements, so long as these activities do not significantly interfere
with your performance of your responsibilities under this Agreement and any
service on a corporate, civic or charitable board is pre-approved by the
Chairman and Chief Executive Officer. The Firm has discussed with you the
activities that you are conducting at the time of this Agreement and agrees that
these activities, as well as any substitute activities that are similar in
nature and scope, will not significantly interfere with your responsibilities
under this Agreement.

     

    2.            Term of
Employment

    


    Subject
to Section 7, the term of your employment commenced on the Closing Date (as such
term is defined in the Arrangement Agreement) and shall end on December 31, 2009
(such period, the “Initial
Employment Period”). After the Initial Employment Period your term of
employment shall be automatically extended for successive two-year periods,
subject to Section 7 and unless otherwise agreed in writing by you and the Firm
90 days prior to the end of such periods (including, for purposes of clarity,
the Initial Employment Period). References in this Agreement to “your employment” are to your
employment under this Agreement.

    


    3.            Location

    


    In
connection with your employment by the Firm, during the Transition Period, you
shall be based at the Toronto office of the Firm, except for travel reasonably
required for the Firm’s business. Thereafter, you shall be based at that office
which the Chairman and Chief Executive Officer determines is most appropriate
for the effective operation of the office of President of the Firm, which is
currently expected to be the headquarters of TWPG Inc. in San Francisco,
California, except for travel reasonably required for the Firm’s business. Provided,
however, that you shall not be required to relocate outside of Toronto
until after the Transition Period. The Firm will provide you with assistance
regarding immigration matters, including your obtaining visas or other working
permits that are necessary to your carrying out you duties and responsibilities
as provided herein, and shall do so in a way which results in your wife
receiving the appropriate working permit(s).

     

    


    4.            Compensation

     

    (a)           Base Salary. During
the Employment Period, subject to your continued employment hereunder, you shall
be paid an annualized base salary (the “Base Salary”) of U.S.
$200,000, payable in semi-monthly installments. Your base salary shall be
reviewed annually by the Firm, and may be increased (but not decreased) at each
such annual review.

    


    (b)           Annual Bonus. During
the Employment Period, subject to your continued employment hereunder, you will
be awarded an annual bonus (the “Bonus”) pursuant to the
Thomas Weisel Partners Group, Inc. Bonus Plan. That bonus will be paid in a form
consistent with the other members of the Executive Committee, including the mix
of cash and equity participation, in accordance with the schedule currently in
use by TWPG Inc. as of the date of this Agreement. Any Bonus that you receive in
consideration of your employment during the Transition Period will be at least
$200,000 per month of Transition Period in the relevant year, which amount shall
be supplemented at the discretion of the Board of Directors of the Firm based on
their evaluation of your performance of your Transition Period responsibilities,
taking into consideration your historical compensation.

    


    (c)           Equity Compensation.
During the Employment Period, subject to your continued employment hereunder,
you shall be eligible to participate in all equity incentive plans for senior
executives of the Firm as may be in effect from time to time, including without
limitation the Thomas Weisel Partners Group, Inc. Equity Incentive Plan in
accordance with the terms of any such plan.

    


    (d)           Reimbursement of
Fees.  Upon presentation by you of invoices reflecting same,
the Firm will reimburse you for reasonable attorneys’ fees incurred in
connection with the review of this Amended and Restated President Employment
Agreement.

    


    
      	
              5.  

            	
              Employee Benefit
      Plans

            


    

    


    During
the Employment Period, subject to your continued employment hereunder, you shall
be eligible to participate in each employee retirement and welfare benefit plan
and program of the type made available to the Firm’s employees generally, and
senior executives specifically, in accordance with their terms and as such plans
and programs may be in effect, which may include from time to time, without
limitation, savings, profit-sharing and other retirement plans or programs,
401(k), medical, dental, flexible spending account, hospitalization, short-term
and long-term disability and life insurance plans (waiving any eligibility
conditions or pre-existing condition exclusions). If you are a Canadian tax
resident, you will be entitled to participate in any employee benefit plans,
programs and policies available to Canadian employees generally. The Firm agrees
to provide you with service credit and participation (including pension
accruals) under your current Canadian pension plans or comparable U.S. plans
established by the Firm.

     

    


    6.            Other Employee
Benefits

     

    (a)           Vacation. You will be
entitled to paid annual vacation during the Employment Period consistent with
the Firm’s vacation policy for Officers of the Firm.

    


    (b)           Reimbursement of Business
Expenses. You will be reimbursed for all reasonable travel, entertainment
and other business expenses incurred by you at a level comparable to that which
is reimbursable to other senior executives of the Firm, subject to the Firm’s
normal policies and practices for senior executives (including appropriate
documentation requirements). You will also be reimbursed for expenses actually
incurred by you in connection with any relocation you experience in connection
with your employment hereunder, at a level comparable to that provided to
similarly situated senior executives of comparable employers.

    


    (c)           Facilities. During
the Employment Period, you will be provided with office space, facilities,
electronic equipment, secretarial support and other business and personal
services consistent with your position.

    


    (d)           Accommodations.
During the Employment Period, you will be provided with accommodations
satisfactory to you in the San Francisco area, where you may maintain certain
personal items and equipment for your use during business travel to San
Francisco.

     

    7.            Early Termination of Your
Employment

     

    (a)           No Reason Required.
You or TWPG Inc. may terminate your employment at any time for any reason, or
for no reason, subject to compliance with Section 7(e).

      

    (b)           Termination by TWPG Inc. for
Cause.

    


    (1)           TWPG
Inc. may terminate your employment under any of the following circumstances, and
such termination shall be considered “for Cause”:

    


    (A)           Your
continued and willful failure to perform substantially your responsibilities to
the Firm under this Agreement. “Cause” does not, however,
include any such failure after TWPG Inc. gives you a Termination Notice without
Cause, or you give the Firm a Termination Notice for Good Reason, in each case
in accordance with Section 7(e).

    


    (B)           Your
willful engagement in illegal conduct, fraud, embezzlement or gross misconduct,
in each case, that causes financial or reputational harm to the
Firm.

    


    (C)           Your
commission or conviction of, or plea of guilty or nolo contendere to, a
felony.

    


    (D)           Your
willful and material breach or violation of (i) this Agreement, the Arrangement
Agreement, the Equity Agreement, the Pledge Agreement, or (ii) the code of
conduct and ethics of TWPG Inc. or any other Firm policy in respect of insider
trading, hedging or confidential information.

    


    (E)           Your
willful attempt to obstruct or willful failure to cooperate with any
investigation authorized by the Board or any governmental or self-regulatory
entity.

    


    (F)           Your
disqualification or bar by any governmental or self-regulatory authority from
serving in the capacity contemplated by this Agreement or your loss of any
governmental or self-regulatory license that is reasonably necessary for you to
perform your responsibilities to the Firm under this Agreement, if (i) the
disqualification, bar or loss continues for more than 90 days and (ii) during
that period the Firm uses its good faith efforts to cause the disqualification
or bar to be lifted or the license replaced. While any disqualification, bar or
loss continues during your employment, you will serve in the capacity
contemplated by this Agreement to whatever extent legally permissible and, if
your employment is not permissible, you will be placed on leave (which will be
paid to the extent legally permissible). For this definition of Cause, (i) no
act or omission by you will be “willful” unless it is made by
you in bad faith or without a reasonable belief that your act or omission was in
the best interests of the Firm and (ii) any act or omission by you based on
authority given pursuant to a resolution duly adopted by the Board or on the
advice of counsel for the Firm will be deemed made in good faith and in the best
interests of the Firm.

     

    (2)           To
terminate your employment “for
Cause,” the Board must determine in good faith that Cause has occurred
and TWPG Inc. must comply with Section 7(e).

    


    (3)           TWPG
Inc. may place you on paid leave for up to 30 consecutive days while it
determines whether there is a basis to terminate your employment “for Cause.” This leave will
not constitute Good Reason.

    


    (4)           If
termination is “for
Cause” as set forth under Subsection A, D, E, or F above in this Section
7(b), the Firm must provide you with written notice of the event constituting
Cause, and at least a thirty (30) day period to cure (if curable).

    


    (c)           Termination by You for Good
Reason.

    


    (1)           You
may terminate your employment under the following circumstances and such
termination shall be considered “for Good
Reason”:

    


    (A)           Any
material and adverse change in your title, position or duties with the Firm
(including by reason of removal or failure to be appointed or reappointed as a
member of the Firm’s Executive Committee and Underwritten Offering
Committee).

    


    (B)           Any
failure by TWPG Inc. to provide you with the authority, responsibilities and
reporting relationship as provided in Section 1 or any material and adverse
reduction in your authority, responsibilities or reporting relationship, in each
case other than any isolated, insubstantial and inadvertent failure by TWPG Inc.
that is not in bad faith and is cured promptly on your giving notice to TWPG
Inc.

    


    (C)           During
the Transition Period, the Firm closing its offices in Toronto, Canada or,
thereafter, the Firm closing or relocating outside of its associated
metropolitan area that office which the Chairman and Chief Executive Officer
determined was most appropriate for the effective operation of the office of
President of the Firm and to which you relocated after the Transition Period as
provided in Section 3.

    


    (D)           A
material breach by the Firm of any of its obligations to you under this
Agreement.

    


    (E)           Any
purported termination by TWPG Inc. of your employment that is in breach of this
Agreement.

     

    (F)           Any
failure by TWPG Inc. to maintain and make payments to you pursuant to a bonus
plan and/or equity incentive plan (and/or equivalent corporate compensation
policies) which when taken together are substantially comparable to the plans
described in Sections 4(b) and (c) above; provided that any reasonable period
during which such a plan or policy is not maintained and during which TWPG Inc.
is in good faith seeking board of directors or stockholder approval of the
renewal or replacement of any such plan or policy shall, during such reasonable
period, not be deemed a failure by TWPG Inc. to maintain such a plan or
policy.

    


    (G)           Any
failure of a Surviving Company (as defined in Section 10(c) of this Agreement)
to assume ownership of and responsibility for this Agreement.

    


    (2)           To
terminate your employment “for
Good Reason,” Good Reason must have occurred and you must comply with
Section 7(e). However, (A) if you do not give a Termination Notice within 90
days after you have knowledge that an event constituting Good Reason has
occurred, the event will no longer constitute Good Reason and (B) you must give
the Firm a 30-day period to cure after notice of the first event constituting
Good Reason under Section 7(c).

    


    (d)           Termination on Disability or
Death.

    


    (1)           TWPG
Inc. may terminate your employment upon your Disability. For purposes of this
Agreement, “Disability”
means your absence from your responsibilities with TWPG Inc. on a full-time
basis for 180 days in any consecutive 12 months as a result of incapacity due to
mental or physical illness or injury. If TWPG Inc. determines in good faith that
your Disability has occurred, it may give you a Termination Notice. If within 30
days of the Termination Notice you do not return to full-time performance of
your responsibilities, your employment will terminate. If you do return to
full-time performance in that 30-day period, the Termination Notice will be
cancelled for all purposes of this Agreement. Except as provided in this Section
7(d), any of your incapacity due to mental or physical illness or injury will
not affect TWPG Inc.’s obligations under this Agreement.

    


    (2)           Your
employment will terminate automatically on your death.

    


    (e)           Advance Notice Generally
Required.

    


    (1)           To
terminate your employment before the end of the Employment Period, either you or
TWPG Inc. must provide a Termination Notice to the other. A “Termination Notice” is a
written notice that states the specific provision of this Agreement on which
termination is based, including, if applicable, the specific clause of the
definition of Cause or Good Reason and a reasonably detailed description of the
facts that permit termination under that clause. The failure to include any fact
in a Termination Notice that contributes to a showing of Cause or Good Reason
does not preclude either party from asserting that fact in enforcing its rights
under this Agreement.

     

    (2)           You
and TWPG Inc. agree to provide 90 days’ advance Termination Notice of any
termination prior to the end of the Employment Period or prior to any
non-extension of the Employment Period in accordance with Section 2, unless your
employment is terminated by TWPG Inc. “for Cause” (in which case
TWPG Inc. shall be required to provide you with thirty (30) days’ notice of such
termination, if curable) or because of your death. Accordingly, the effective
date of early termination of your employment will be 90 days after Termination
Notice is given except that (A) the effective date will be thirty (30) days
following the date of TWPG Inc.’s Termination Notice if your employment is
terminated by TWPG Inc. “for
Cause” if the reason(s) set forth on the Termination Notice are curable
(as per Section 7(b)(4) of this Agreement), and if not curable, the date of TWPG
Inc.’s Termination Notice, although TWPG Inc. may provide a later effective date
in the Termination Notice, (B) the effective date will be 30 days after
Termination Notice is given if your employment is terminated because of your
Disability, and (C) the effective date will be the time of your death if your
employment is terminated because of your death. TWPG Inc. may elect to place you
on paid leave for all or part of the advance notice period. Notwithstanding this
Section 7(e)(2), if you die or have experienced a Disability during your
employment but after you provide a valid Termination Notice with Good Reason or
TWPG Inc. provides Termination Notice without Cause, your termination will be
treated as a termination with Good Reason, effective as of the date of your
death or Disability. The effective date of termination of your employment is
referred to as the “Date of
Termination” in this Agreement; provided that for the purposes of the
date and timing of any form of payment or any delay period under Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), Date of Termination
shall mean the date you have experienced a separation from service within the
meaning of Section 409A.

    


    (3)           Within
five (5) business days following the delivery of a Termination Notice by you to
the Firm or by the Firm to you, the Firm will provide you with a draft form of
separation agreement and you and the Firm agree to use all reasonable efforts to
finalize the terms of that separation agreement on or before the Date of
Termination.

    


    8.            TWPG Inc.’s Obligations in
Connection with Your Termination

     

    (a)           General Effect. On
termination in accordance with Section 7, your employment will end and the Firm
will have no further obligations to you hereunder except as provided in this
Section 8 (other than pursuant to the employee benefit plans and programs
established by the Firm pursuant to which you have accrued amounts and
benefits).

     

    (b)           For Good Reason or Without
Cause. If, during the Employment Period, TWPG Inc. terminates your
employment without Cause or you terminate your employment for Good
Reason:

    


    (1)           TWPG
Inc. will pay you, in a lump sum, the following as of the end of your
employment: your unpaid Base Salary for periods prior to your termination, and
pay with respect to any of your accrued but unused vacation, any accrued expense
reimbursements and other cash entitlements and any unpaid but vested Bonus (the
sum of such amounts, your “Accrued Compensation”). In
addition, TWPG Inc. will timely pay you any amounts and provide you any benefits
that are required, or to which you are entitled, under any plan, contract or
arrangement of the Firm, including any unpaid compensation deferred by you
(together with any interest and/or earnings through the end of your employment)
other than pursuant to a tax-qualified plan which is payable as a result of your
termination of employment (together, the “Other
Benefits”).

    


    (2)           TWPG
Inc. will pay you, in a lump sum, on the sixtieth (60th) day
following the Date of Termination, two years’ Base Salary.

    


    (3)           TWPG
Inc. will pay you, in a lump sum, on the sixtieth (60th) day
following the Date of Termination, an amount equal to the product of (A) the
average of the Bonuses paid or payable to you for the two fiscal years ending
before the Termination Notice is given (your “Historic Bonus”) and (B) a
multiplier equal to (i) if the Termination Notice occurs on or prior to December
31, 2009, 2 (two), and (ii) if the Termination Notice occurs on or after January
1, 2010, a fraction: (x) the numerator of which shall be the number of days
remaining under the current employment Term, but in no event less than 365; and
(y) the denominator of which shall be 365. Any lump sum paid to you pursuant to
this paragraph will reduce the obligation, if any, of TWPG Inc. to make payments
to you under Section 3.02 of the Shareholders’ Equity Agreement. In calculating
your Historic Bonus:

    


    (A)           your
Bonus for each of the 2006 and 2007 fiscal years will deemed to be $1,500,000
and $3,000,000, respectively; and

    


    (B)           compensation
will be deemed paid or payable even if it was deferred and any Bonus for a
fiscal year for which you were employed for less than the full fiscal year will
be annualized.

    


    (4)           All
stock options issued by TWPG Inc. to you will vest and become immediately
exercisable and will remain exercisable for a period of 12 months after the Date
of Termination (or, if earlier, the date they would have expired but for your
termination). All restricted stock, restricted stock units and other
equity-based compensation awarded by TWPG Inc. to you will vest and become
immediately payable on the Date of Termination. The benefits in this Section
8(b) (4) are referred to as “Accelerated Vesting.”

     

    (5)           At
the Firm’s expense, for 24 months following the Date of Termination, you, your
spouse and your dependents will continue to be entitled to participate in each
of the Firm’s employee benefit and welfare plans providing for medical, dental,
hospitalization, life or disability insurance on a basis that is at least as
favorable as in effect immediately before Termination Notice was given (the
“Welfare Benefits”).
However, if the Firm’s plans do not permit you, your spouse or your dependents
to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the
same after-tax effect for you) outside of the plans. If you become employed
during such 24-month period and are eligible for coverage from your new
employer, the Welfare Benefits will be secondary to your new coverage (if the
Firm reimburses you for any increased cost and provides any additional benefits
that are necessary to provide you with the full Welfare Benefits).

    


    (c)           For Cause or Without Good
Reason. If TWPG Inc. terminates your employment “for Cause” or you terminate
your employment without Good Reason, TWPG Inc. will pay your Accrued
Compensation and Other Benefits.

    


    (d)           For Your Disability or
Death. If, during the Employment Period, your employment terminates as a
result of your death or Disability, TWPG Inc. will pay your Accrued Compensation
and Other Benefits.

    


    (e)           Condition. TWPG Inc.
will not be required to make the payments and provide the benefits stated in
this Section 8 unless and until you execute and deliver to TWPG Inc., within
fifty (50) days following the Date of Termination, a release of claims releasing
the Firm, its affiliates, and each member of the Firm and any of their
respective past or present officers, directors, employees or agents from any and
all liabilities to you, and you do not revoke such release within any period
permitted under applicable law. This agreement will be in a form reasonably and
mutually satisfactory to you and TWPG Inc.; provided that, in the event of your
termination under any of the circumstances described in Section 8(b) through
8(d), no such release shall be required prior to the payment of any Accrued
Compensation or Other Benefits.

    


    (f)           Code Section
409A.

    


    (1)           You
and the Firm agree that, with respect to any payments or benefits described in
Section 8 that constitute a deferral of compensation which is subject to Section
409A of the Code, you and the Firm will use their respective best efforts to
ensure that the termination of your employment shall mean a “separation from service”
within the meaning of Section 409A of the Code and the regulations promulgated
thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from
Service”).  Notwithstanding any provision to the contrary in
this Agreement, if you are deemed by the Firm at the time of your Separation
from Service to be a “specified employee” for
purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed
commencement of any portion of the benefits to which you are entitled under this
Agreement is required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be
provided to you prior to the earlier of (A) the expiration of the six-month
period measured from the date of your Separation from Service with the Firm or
(B) the date of your death.  Upon the first business day following the
expiration of the applicable Section 409A(a)(2)(B)(i) period, all payments
deferred pursuant to this Section 8(f) shall be paid in a lump sum to you (or
your estate or beneficiaries) and any remaining payments due under the Agreement
shall be paid as otherwise provided herein.

    


    (2)           In
addition, to the extent that any reimbursements payable pursuant to this
Agreement are subject to the provisions of Section 409A of the Code, such
reimbursements shall be paid to you no later than December 31 of the year
following the year in which the cost was incurred.  The amount of
expenses reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year, and your right to reimbursement under this
Agreement will not be subject to liquidation or exchange for another
benefit.

    (3)           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.

    


    9.            Certain
Covenants

     

    (a)           Covenants in Equity
Agreement. You agree and acknowledge that you shall comply with each of
the covenants contained in Article III of the Equity Agreement, including,
without limitation, the Shareholder covenants relating to confidential
information, noncompetition and non-solicitation in each case in accordance with
the terms thereof.

    


    (b)           Intellectual Property
Rights. As between you and the Firm, all right, title and interest,
whether known or unknown, in any intellectual property that is discovered,
invented or developed directly or indirectly by, or disclosed to you, in the
course of rendering services under this Agreement or in the course of rendering
services to any predecessors to the Firm, will be the sole and exclusive
property of the Firm. You agree to do anything reasonably requested by the Firm
in furtherance of perfecting the Firm’s possession of, and title to, any of such
intellectual property.

    


    (c)           Return of Property.
All documents, data, recordings, or other property, whether tangible or
intangible, including all information stored in electronic form, obtained or
prepared by or for you and utilized by you in the course of your employment with
the Firm shall remain the exclusive property of the Firm. In the event of the
termination of your employment for any reason, and subject to any other
provisions hereof, the Firm reserves the right, to the extent permitted by law
and in addition to any other remedy the Firm may have, to deduct from any monies
otherwise payable to you the following: (i) the full amount of any specifically
determined debt you owe to the Firm at the time of or subsequent to the
termination of your employment with the Firm, and (ii) the value of the Firm’s
property which you retain in your possession after the termination of your
employment with the Firm following the Firm’s written request for such items’
return and your failure to return such items within 30 days of receiving such
notice. In the event that the law of any state or other jurisdiction requires
the consent of an employee for such deductions, this Agreement shall serve as
such consent.

     

     

    10.            Successors

     

    (a)           Payments on Your
Death. If you die and any amounts become payable under this Agreement,
the Firm will pay those amounts to your estate.

    


    (b)           Assignment by You. As
this Agreement provides for the personal services to be performed by you, you
may not assign this Agreement. In addition, except as required by law, your
right to receive payments or benefits under this Agreement may not be subject to
execution, attachment, levy or similar process. Any attempt to effect any of the
preceding in violation of this Section 10(b), whether voluntary or involuntary,
shall be void.

    


    (c)           Assumption by any Surviving
Company. Before the effectiveness of any merger, consolidation, statutory
share exchange or similar transaction (including an exchange offer combined with
a merger or consolidation) involving TWPG Inc. (a “Reorganization”) or any sale,
lease or other disposition (including by way of a series of transactions or by
way of merger, consolidation, stock sale or similar transaction involving one or
more subsidiaries) of all or substantially all of the Firm’s consolidated assets
(a “Sale”), TWPG Inc.
will cause (1) the Surviving Company to unconditionally assume this Agreement in
writing and (2) a copy of the assumption to be provided to you. After the
Reorganization or Sale, the Surviving Company will be treated for all purposes
as TWPG Inc. under this Agreement. The “Surviving Company” means (i)
in a Reorganization, the entity resulting from the Reorganization or (ii) in a
Sale, the entity that has acquired all or substantially all of the assets of the
Firm.

    


    11.            Certain
Definitions

     

    As used
in this Agreement, the following terms have the following meanings:

     

    “Arrangement Agreement” means
the Arrangement Agreement, dated as of September 30, 2007, among TWPG Inc.,
Canadian Sub, Westwind Partners Inc. and you, as Shareholders’ Representative,
as in effect from time to time.

     

    “Board” means the Board of
Directors of TWPG Inc.

     

    “Compensation Committee” means
the Compensation Committee of the Board, or any successor to such
committee.

    


    “Employment Period” means the
period commenced on the Closing Date (as such term is defined in the Arrangement
Agreement) and ending on the Date of Termination, and includes the Initial
Employment Period and any subsequent extension periods after the expiration of
the Initial Employment Period.

     

    “Equity Agreement” means the
Shareholders’ Equity Agreement, dated as of September 30, 2007, among TWPG Inc.
and the individuals listed on the signature page thereto, as in effect from time
to time.

     

    “Pledge Agreement” means the
Pledge Agreement, dated as of September 30, 2007, between you and TWPG Inc., as
in effect from time to time.

     

    “Underwritten Offering
Committee” is defined in the Shareholder Equity Agreement.

     

    12.            Dispute
Resolution

    


    Any
dispute, controversy or claim between you and the Firm, arising out of or
relating to or concerning the provisions of this Agreement, your employment with
the Firm or otherwise concerning any rights, obligations or other aspects of
your employment relationship in respect of the Firm, shall be finally resolved
in accordance with the provisions of Section 3.09 of the Equity Agreement.
Without limiting the foregoing, you acknowledge that a violation on your part of
this Agreement would cause irreparable damage to the Firm. Accordingly, subject
to the terms of the Equity Agreement, you agree that the Firm will be entitled
to injunctive relief for any actual or threatened violation of this Agreement in
addition to any other remedies it may have.

    


    13.            Governing
Law

    


    THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    14.            Miscellaneous

     

    This
Agreement shall not supersede any other agreement, written or oral, pertaining
to the matters covered herein, except to the extent of any inconsistency between
this Agreement and any prior agreement, in which case this Agreement shall
prevail. Notices hereunder shall be delivered to the Firm at its principal
executive office directed to the attention of TWPG Inc.’s General Counsel, and
to you at your last address appearing in the Firm’s employment
records.  Amounts payable to you pursuant to this Agreement shall be
subject to any applicable withholding required under any federal, state, local
or foreign law, rule or regulation.

     

    This
Agreement shall be binding upon you and the Firm’s permitted successors and
assigns. This Agreement shall inure to the benefit of and be binding upon the
Firm and its assigns. This Agreement may not be amended or modified other than
by a written agreement executed by you and TWPG Inc. or its successors, nor may
any provision hereof be waived other than by a writing executed by you or TWPG
Inc. or its successors; provided, that any waiver,
amendment or modification of any of the provisions of this Agreement shall not
be effective against you or the Firm without the written consent of you and TWPG
Inc. or its designee.  No delay or omission in
exercising any right hereunder shall operate as a waiver of such right or any
other right.  A waiver upon any one occasion shall not be considered
as a waiver of any right or remedy on any future occasion.

    


    If any
provision of this Agreement is finally held to be invalid, illegal or
unenforceable (whether in whole or in part), such provision shall be deemed
modified to the extent, but only to the extent, of such invalidity, illegality
or unenforceability and the remaining provisions shall not be affected thereby.
Except as expressly provided herein, this Agreement shall not confer on any
person other than you and the Firm any rights or remedies hereunder. The
captions in this Agreement are for convenience of reference only and shall not
define or limit the provisions hereof.

     

    [Remainder
of page intentionally left blank]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

     

    If the
foregoing is in accordance with your understanding, please kindly confirm your
acceptance and agreement by signing and returning this Agreement which will
thereupon constitute an agreement between you and TWPG Inc., on this behalf and
on behalf of its subsidiaries and affiliates.

     

    
      	
              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 and

            
	 
      	
                             Secretary

            


    

    


    
      	
              Agreed
      to and accepted as of

            
	
              the
      date of this Agreement:

            
	 
      /s/ Lionel F. Conacher
	
              Name:
      Lionel F. Conacher