exhibit10-3.htm


     

    Exhibit 10.3

      


      AGREEMENT

      


      


      This
Agreement (this “Agreement”),
is entered into as of this  27th day of July, 2009, by and between
Thomas Weisel Partners Group Inc. (“TWP”)
and Lionel F. Conacher (“Conacher”),
in his individual capacity.

      


      WHEREAS,
TWP and Conacher have previously entered into the that certain Amended and
Restated President Employment Agreement, dated December 15, 2008, as amended by
Amendment No.1 to the Amended and Restated President Employment Agreement, dated
July 27, 2009 (together, the “Employment
Agreement”), a copy of which is attached hereto as Annex A;

      


      WHEREAS,
pursuant to section 2 of the Employment Agreement, the Employment Agreement will
automatically be extended for successive two-year periods commencing on January
1, 2010;

      


      WHEREAS,
TWP and Conacher wish to replace the Employment Agreement with a revised
President Employment Agreement (the “New
Employment Agreement”), a copy of which is attached hereto as Annex B,
which will replace the Employment Agreement commencing on January 1, 2010;
and

      


      WHEREAS,
Conacher and TWP wish to formalize their understanding with respect to the
transition between the Employment Agreement and the New Employment Agreement
with respect to certain key terms contained in the Employment Agreement and the
New Employment Agreement.

      


      NOW,
THEREFORE, in consideration of the premises, the sufficiency of which is hereby
acknowledged, TWP and Conacher hereby agree as follows:

      


      1. New Employment
Agreement. Conacher and TWP each acknowledge and agree that the
Employment Agreement will expire on December 31, 2009 and will be replaced in
its entirety by the New Employment Agreement commencing on January 1,
2010.  Conacher and TWP each acknowledge and agree that the transition
between the Employment Agreement to the New Employment Agreement shall not be
construed as a termination of any kind and shall not otherwise trigger any
similar provision in the Employment Agreement.

      


      2. Transition Period.
Conacher and TWP each acknowledge and agree that for purposes of the Employment
Agreement, the Transition Period (as such term is defined in the Employment
Agreement) shall be deemed to end on December 31, 2009 and the several
obligations of each of Conacher and TWP with respect to the Transition Period
will be completed on such date.  For the avoidance of doubt, pursuant
to the terms of section 4.2 of the Employment Agreement, the guaranteed Bonus
(as such term is defined in the Employment Agreement) shall apply through
December 31. 2009.

      


      3. Relocation.  Conacher
acknowledges and agrees that Conacher shall have moved to the San Francisco Bay
area prior to December 31, 2009.

      


      4. Immigration
Matters.  TWP will provide Conacher with assistance regarding
immigration matters, including Conacher’s obtaining visas or other working
permits that are necessary to Conacher’s carrying out duties and
responsibilities set forth in the Employment


      5. Agreement
and New Employment Agreement, and shall do so in a way which results in
Conacher’s wife receiving the appropriate working permit(s).

      


      6. No Other
Agreement.  Conacher acknowledges and agrees that TWP and
Conacher have no further agreement or understanding and no statements,
representations, warranty or covenants have been made by Conacher or TWP with
respect to Conacher’s employment with TWP, other than as contained in this
Agreement, the Employment Agreement and the New Employment
Agreement.   For the avoidance of doubt, any agreement addressing
Conacher’s relocation from Toronto to the San Francisco area shall not be
considered a document pertaining to Conacher’s employment with TWP for purposes
of this paragraph.

      


      7. 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.

      


      


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      IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Agreement on behalf of the respective parties hereto as of the date first
written above.

      


      


      


      


      THOMAS
WEISEL PARTNERS GROUP, INC.

      


      


      


      By:  /s/
Mark P.
Fisher                                                            

           Name:
Mark P. Fisher

           Title:
General Counsel

      


      /s/
Lionel F. Conacher


      


      LIONEL F.
CONACHER

      in his
individual capacity