exhibit10-7.htm


    
      


       

      NON-QUALIFIED
STOCK OPTION NOTICE

       

       

      Thomas
Weisel Partners Group, Inc.

       

      August 6,
2009

       

      
        	
                Lionel
      F. Conacher

                80
      Rowanwood Avenue

                Toronto,
      Canada M4W1Y9

                 

              


      

       

      
        	
                 
      

              	
                Re:

              	
                Thomas
      Weisel Partners Group, Inc. Grant of Non-Qualified Stock
      Option

              


      

       

      Dear Mr.
Conacher:

       

      Thomas
Weisel Partners Group, Inc. (the “Company”) is pleased
to advise you that, pursuant to the Company’s Third Amended and Restated Equity
Incentive Plan (the “Plan”), the Company’s
Compensation Committee has granted to you an option (the “Option”) to acquire
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as
set forth below (the “Option Shares”),
subject to the terms and conditions set forth herein and in the
Plan:

       

      
        	
                Number
      of Option Shares

              	
                175,000

              
	
                Date
      of Grant

              	
                August
      5, 2009

              
	
                Exercise
      Price per Option Share

              	
                $4.00

              
	
                Vesting
      Date of Option Shares

              	
                February
      7, 2011

              
	
                Expiration
      Date of All Option Shares

              	
                August
      5, 2014

              


      

      


      The
Option is not intended to be an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986.

       

      The
Option is intended to conform in all respects with and is subject to all
applicable provisions of, the Plan (which is incorporated herein by
reference).  Certain capitalized terms used herein are defined in the
Plan.  Inconsistencies between this Agreement and the Plan shall be
resolved in accordance with the terms of the Plan.  All decisions and
interpretations made by the Board of Directors or the Committee with regard to
any question arising hereunder or under the Plan shall be binding and conclusive
on all persons.

       

      By accepting this Option, you
acknowledge receipt of a copy of the Plan, and agree to be bound by the terms
and conditions set forth in this Notice and the Plan, as in effect form time to
time.

      


       

      By accepting this Option, you further
acknowledge that the federal securities laws and/or the Company’s policies
regarding trading in its securities may limit or restrict your right to buy or
sell Common Stock, including, without limitation, sales of Option Shares. You
agree to comply with such federal securities law requirements and Company
policies, as such laws and policies are amended form time to time.

       

      1. Option.

       

      (a) Term.  Subject
to the terms and conditions set forth herein and in the Plan, the Company hereby
grants to you an Option to purchase the Option Shares at the exercise price per
Option Share set forth above in the introductory paragraph of this letter (the
“Exercise
Price”), payable upon exercise as set forth in paragraph 1(b)
below.  The Option shall expire at 5:00 P.M., Pacific Time, on the
date set forth above in the introductory paragraph of this letter (the “Expiration Date”),
which is the 5th
anniversary of the date of grant set forth above in the introductory paragraph
of this letter, subject to earlier expiration as provided in paragraph 2(c)
below should you cease to be an employee, officer or director of the
Company.

       

      (b) Payment of Option
Price.  Subject to paragraph 2 below, the Option may be
exercised in whole or in part upon payment of an amount (the “Option Price”) equal
to the product of (i) the Exercise Price and (ii) the number of Option
Shares to be acquired.  Payment of the Option Price shall be made by
one or more of the following means:

       

      (i) in cash
(including check, bank draft, money order or wire transfer of immediately
available funds);

       

      (ii) by
delivery of outstanding shares of Common Stock with a Fair Market Value on the
date of exercise equal to the Option Price;

       

      (iii) by
simultaneous sale through a broker reasonably acceptable to the Committee of
Option Shares acquired on exercise, as permitted under Regulation T of the
Federal Reserve Board; or

       

      (iv) by any
combination of the foregoing.

       

      2. Exercisability/Vesting and
Expiration.

       

      (a) Normal
Vesting.  The Option granted hereunder may be exercised only to
the extent it has become vested.  One-hundred percent (100%) of the
Option shall vest on the Vesting Date as set forth in the introductory paragraph
of this letter, subject to the provisions of paragraph 2(c) below.

       

      (b) Normal
Expiration.  In no event shall any part of the Option be
exercisable after the Expiration Date.

       

      (c) Effect on Vesting and
Expiration of Employment Termination.  Subject to the terms of
your employment agreement and notwithstanding paragraphs 2(a) and (b) above, the
vesting and expiration provisions set forth in Section 11 of the Plan shall
apply if your employment or service with the Company terminates.

       

      3. Procedure for
Exercise.

       

      (a) You may
exercise all or any portion of the Option, to the extent it has vested and is
outstanding, at any time permitted under the Plan and the Company’s policies and
from time to time prior to the Expiration Date as may be approved by the Chief
Compliance Officer of the Company, together with payment of the Option Price in
accordance with the provisions of paragraph 1(b) above. The Option may not be
exercised for a fraction of an Option Share.

       

      (b) If the
shares of Common Stock issued upon the exercise of the Option are covered by an
effective registration statement under the Securities Act of 1933, as amended,
the Option may be exercised by a broker-dealer acting on your behalf if (i) the
broker-dealer has received from you or the Company a fully- and duly-endorsed
agreement evidencing the Option, (ii) you have delivered signed instructions to
the broker-dealer and the Company directing the Company to deliver the shares of
Common Stock to be issued upon exercise of the Option to the broker-dealer on
your behalf and specifying the account into which such shares should be
deposited, (iii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, (iv) the broker-dealer delivers to
the Company the aggregate payment of the Option Price in accordance with the
provisions of paragraph 1(b) above, and (v) you and the broker-dealer have
otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or
any successor provision.

       

      4. Withholding of
Taxes.  In accordance with Section 15(a) of the Plan, the
Committee may in its sole discretion withhold from the payment to you hereunder
a sufficient amount (in cash or Shares) to provide for the payment of any taxes
required to be withheld by federal, state or local law with respect to income
resulting from such payment. You have been advised to review with your own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Notice. You are relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents. You understand that you (and not the Company)
shall be responsible for your own tax liability that may arise as a result of
this investment or the transactions contemplated by this Notice.

       

      5. Amendment or Substitution of
Option.  The Committee may waive any conditions or rights
under, amend any terms of, or amend, alter, suspend, discontinue or terminate
the Option granted under this Notice in any manner that it deems appropriate,
including but not limited to, acceleration of the date of exercise of the Option
and/or payments thereunder (but only to the extent permitted by regulations
issued under Section 409A(a)(3) of the Code); provided that, except as otherwise
provided herein or in the Plan, no such amendment shall adversely affect in a
material manner any of your rights under the Option without your written
consent.

       

      6. Notices.   Notices
hereunder and under the Plan, if to the Company, shall be delivered to the Plan
administrator (as so designated by the Company) or mailed to the Company’s
principal office, Attention: Plan administrator, or, if to you, shall be
delivered to you or mailed to your address as the same appears on the records of
the Company.

       

      7.           Governing
Law.  This Notice shall be governed by the laws of the State of
New York without giving effect to its choice of law provisions.

       

      


      


       

      
        	
                Very
      truly yours,

                 

                 

                THOMAS
      WEISEL PARTNERS GROUP, INC.

                 

                 

                 

              
	
                By:

              	
                /s/
      Mark P. Fisher

              
	 
      	
                Name:

              	
                Mark
      P. Fisher

              
	 
      	
                Title:

              	
                General
      Counsel