Unassociated Document


    
      PRESIDENT
        EMPLOYMENT AGREEMENT

       

      Lionel
        F.
        Conacher

      80
        Rowanwood Avenue

      Toronto,
        Canada
        M4W1Y9 

      


      September
        30, 2007 

      


      Dear
        Lionel: 

       

      This
        is
        your EMPLOYMENT AGREEMENT (this “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”).
        This
        Agreement sets forth the 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 shall begin upon the outset of
        your
        employment hereunder, 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 shall commence on the Closing Date
        (as
        such term is defined in the Arrangement Agreement) and end on December 31,
        2009
        (such period, the “Initial
        Employment Period”).
        If
        the Closing Date (as such term is defined in the Arrangement Agreement) shall
        not have occurred by the Termination Date (as such term is defined in the
        Arrangement Agreement), then this Agreement shall terminate automatically
        and
        neither party to this Agreement shall have any obligation, financial or
        otherwise, to the other party as a result of this Agreement. 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). 

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        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
        attorneys’ fees and consultant fees incurred in connection with the drafting and
        negotiation of this Agreement up to a maximum reimbursement of $25,000.


      


      
        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. 

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      
        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).

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      (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. 

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (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 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. 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      (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.

      


      
        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). 

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (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: (A) two years’ Base Salary, (B) your unpaid Base Salary for periods
        prior to your termination, and pay with respect to any of your accrued but
        unused vacation, (C) any accrued expense reimbursements and other cash
        entitlements, (D) any unpaid but vested Bonus and (E) 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 (the amounts
        set
        forth in Clauses (B), (C), (D) and (E) of this Section 8(b)(1), 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 (together, the “Other
        Benefits”).
        

      


      (2)
        TWPG
        Inc. will pay you, in a lump sum, 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 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. 

      


      (3)
        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)(3) are referred to as “Accelerated
        Vesting”.
        

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (3)
        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. 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. 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 of the type described in any of clauses (B), (C) or
        (E) of
        the definition thereof. 

      


          (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 Date of Termination (i.e.,“separation
        from service”) 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. 

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      (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. 

      


      
        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. 

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      
        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 commencing on the date of this 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.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      “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.


       

      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.

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      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.]

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

    

     

    
      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:

                	
                  

                
	 	
                  Name:    Mark
                    Fisher

                
	 	
                  Title:      General
                    Counsel

                


        

      

      

        
          	
                  Agreed
                    to and accepted as of

                
	
                  the
                    date of this Agreement:

                
	
                  

                
	
                  Name:
                    Lionel F. Conacher

                


        

         

        
          
            
            

          

          
            -15-