exhibit10-2.htm


    Exhibit 10.2

      July 27,
2009

      


      


      


      Mr.
Lionel F. Conacher

      80
Rowanwood Ave.

      Toronto,
Ontario  M4W1Y9

      


      


      Dear
Lionel:

      


      This
letter confirms our mutual agreement relative to the terms and conditions
applicable to your relocation to the San Francisco office from the Toronto
office.

      


      Your
relocation is conditional upon the issue and maintenance of valid residency,
work and/or any other permits necessary to legally reside and work in the
U.S.  The U.S. Human Resources department has worked with you and
outside counsel to apply for such work permits and you have already received and
traveled under your L1A work visa.  In this regard, TWPG Inc. (“TWP”
or the “Firm”) reiterates its promise to provide you with assistance (including
paying for such assistance) regarding immigration matters, including your
obtaining visas or other working permits that are necessary to your carrying out
your duties and responsibilities for TWP, and doing so in a way that results in
your wife receiving the appropriate working permit(s).

      


      Any
“gross up” payment under this letter will be made in compliance with applicable
tax requirements, which for US tax purposes would include making the “gross up”
payment no later than the end of the year in which the related taxes are
remitted by you to the applicable tax authorities.

      


      1.  COMPENSATION

      


      The Firm
will follow advice of your tax counsel to determine whether you will be paid on
its U.S. payroll or Canadian payroll.  Bonus terms for 2009 will be
determined by your employment agreement attached.

      


      2.  PERSONAL
ESTATE AND TAX PLANNING RELATED TO MOVE FROM CANADA TO U.S.

      


      2.1  Estate
and Tax Planning

      The Firm
will cover the entire cost incurred for estate and tax planning related in any
way to the move of you and your family from Canada to the U.S., regardless of
whether such costs arise during or after 2009.  The Firm utilizes BDO
Seidman for these services and will pay BDO directly for those services that
they provide.  If the provision of these services to you is deemed
taxable to you, we will “gross up” any such tax payments, such that no cost is
incurred by you.  We understand that you may elect to speak with
additional advisors on these issues as well.

      


      2.2  Taxes
Related to Move from Canada to U.S.

      The Firm
understands that as part of your relocation out of Canada and to the U.S. you
must have all of your personal assets priced, and determine the value of Capital
Gains tax against these assets.  It is also our understanding that
rather than having to make a full payment of this tax when you exit the country,
you may instead
elect to pledge certain assets and/or supply a letter of credit and a promise to
pay the capital gains taxes due to the Canadian Tax authority at the time assets
are actually sold or liquidated, which creates a taxable event.  The
letter of credit cannot be made by TWP or by a bank on behalf of
TWP.  Furthermore, TWP agrees as follows:

      


      2.2.1           Notwithstanding
the attached employment agreement and any other agreement between TWP and you,
including the terms of any TWP plan or program, the Firm will permit the use of
TWP securities to back such letter(s) of credit, if the financial institution so
desires.

      


      2.2.2           TWP
understands that if you are unable to arrange financing through a letter(s) of
credit or similar means, you will be required to obtain cash via other means to
cover various tax liabilities, including a Capital Gains tax.  In this
regard, notwithstanding the attached employment agreement and any other
agreement between TWP and you, including the terms of any TWP plan or program,
TWP hereby agrees to work with you to achieve this goal, including, but not
limited to one or more of the following actions:

      


      2.2.2.1                      you
may be permitted to sell shares of TWP stock, regardless of any applicable
agreement or understanding regarding the timing of your ability to sell such
shares (but subject to applicable insider trading restrictions as required by
law).  To the extent you sell shares of TWP stock pursuant to this
paragraph, TWP will grant you options on TWPG stock in an amount and at a
reservation price calculated to substantially equalize your economic interest in
future share price movements of TWP stock; and/or

      


      2.2.2.2                      TWP
may agree to accelerate certain cash bonus payments to you so that such cash can
be used to cover such tax liabilities.  If this is the case, you will
agree to repay such amounts to the extent (i) your employment is terminated by
the Firm for Cause, or (ii) you leave the Firm without Good Reason, prior to the
date such bonus payment was to have been made.

      


      2.2.3           In
connection with additional taxes and other expenses associated with your
relocation from Canada to the U.S., you will be permitted to sell approximately
$700,000 worth of shares of TWP stock regardless of any applicable agreement or
understanding regarding the timing of your ability to sell such shares (but
subject to applicable insider trading restrictions as required by
law).  To the extent you sell shares of TWP stock pursuant to this
paragraph, TWP will grant you options on TWPG stock in an amount and at a
reservation price calculated to substantially equalize your economic interest in
future share price movements of TWP stock. In addition, you will also be
permitted to donate shares for charitable purposes.

      


      


      
        	
                 
      

              	
                2.3

              	
                Tax
      Filing

              


      

      The firm
will reimburse you for the professional service fees related to filing of your
local and federal income tax statements for both Canada and the U.S. for the tax
years 2008 and 2009, as well as 2010, to the extent such tax statements would
have both Canadian and US tax implications.  If tax filing is done by
BDO, the firm will pay for the services on your behalf.

      



      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      


      3.
RELOCATION AND INTERIM TRAVEL

      


      3.1
Interim Travel and Corporate Housing

      It is
expected that you will travel several times per month between Canada (Toronto
office) and the United States (San Francisco office) during the period through
September 2009.  The company will provide use of a corporate apartment
for the period you are traveling between the two cities.  Travel for
your spouse and children to tour possible schools will be
reimbursed.  In August 2009, it is expected that you will relocate
your entire family to San Francisco and move directly into corporate housing
temporarily.  The firm will reimburse you for corporate house for six
(6) months with a maximum monthly expense of $25,000.  To the extent
such corporate housing is taxable to you, the Firm will “gross up” any cost to
you.

      


      3.2
Household Move

      We offer
moving assistance from point of origin to point of destination by our
firm-designated moving company, Norcal Movers, or Chipman United for
international moves.  Please contact Human Resources for their phone
number.  If you have unusual circumstances and need to use another
moving company, exceptions must be approved by Shaugn Stanley.  We may
request a competitive bidding process.

      


      The move
will include packing and unpacking assistance, provision of boxes, moving of up
to two (2) vehicles, and up to six months of storage.  There shall be
no monetary limitation on payments connected with your move.

      


      3.3
Travel to Destination

      We
provide reasonable transportation reimbursement from point of origin to point of
destination for the employee and family members.  Transportation may
be either by plane or other less expensive means.  If the employee
travels in his/her own car, we will reimburse for the cost of mileage at IRS
standards, lodging and food up to the cost of a one-way plane
ticket.  Primary transportation of you and your family to the move
destination is not a taxable expense.  Your receipts must be submitted
via an expense report to be reimbursed.

      


      3.4 Extra
Expenses

      With
respect to items which are generally attributable to relocation but which are
not otherwise specifically covered in our policy (such as transporting an extra
vehicle, additional hotel accommodations while household goods are being
relocated, extra stop to pick up additional household goods, etc), a lump sum
amount will be payable to you in an amount up to $30,000, which may be increased
by mutal written agreement in the event of demonstrable need, such as in the
event you are unable to make use of certain options provided to you in paragraph
2.2 above.

      


      3.5 Real
Estate

      The firm
does not get involved in real estate transactions of any kind.  Real
estate expenses are exclusively the burden of the relocating
employee.

       

      4.
BENEFITS 2009

      


      5.1
Retirement

      Since you
will not be fully relocated to the U.S. until September 2009, you will maintain
pay in both U.S. and Canada through mid 2009 (based on recommendation from your
tax advisor). Once you have relocated to the U.S. you may be eligible to
participate in the TWP US 401k Plan with pre-tax deductions against any pay
received and paid in the U.S.

      


      5.2
Health, Life, Dental, and Disability Insurance Coverage

      In 2009,
you and your family will continue to receive benefits in Canada.  You
can maintain your eligibility in the Canadian social healthcare systems and also
continue to receive benefits under the Company paid supplemental medical plan,
the dental plan, life insurance and long term disability plans in
Canada.  When you are fully relocated with your family to the San
Francisco bay area, you may enroll all dependents in full U.S. benefits for
Health, Life, Dental, and Disability insurance.

      


      


      6. OTHER
MATTERS

      


      This
International Relocation Letter does not create a contract of employment between
you and the Company for any specified period.  Your employment with
Company is governed by the employment agreement between you and Thomas Weisel
Partners, dated June 30, 2009.

      


      Please
sign and return this letter to me if you wish to accept our relocation and
compensation terms as stated above.

      


      Sincerely
yours,

      


      /s/ Mark P.
Fisher


      


      Mark P.
Fisher

      General
Counsel and Secretary

      


      
 

      
        
          
            
              
                
                  
                    	
                            ACKNOWLEDGE
      AND CONCUR:

                          	 
      	 
      
	 
      /s/ Lionel F. Conacher	 
      	 July
      27, 2009
	
                            Lionel
      F. Conacher

                          	 
      	
                            Date