exhibit_10-21.htm


    Exhibit
10.21

    


    


    


    AGREEMENT

    


    


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

    


    WHEREAS,
TWPG and Conacher have previously entered into that certain Amended and Restated
President Employment Agreement, dated December 15, 2008 (the “Employment
Agreement”), a copy of which is attached hereto as Annex A;

    


    WHEREAS,
pursuant to Section 4(b) of the Employment Agreement and subject to all terms
and conditions therein, TWPG has agreed to pay Conacher a guaranteed bonus of
$2,400,000 (the “Bonus”)
for the year ended December 31, 2008, payable in cash and/or restructured stock
units;

    


    WHEREAS,
Conacher desires to effectuate specific arrangements with respect to restricted
stock units that may be received from the Bonus, including, but not limited to
transferring some ownership interest to other employees of TWPG;
and

    


    WHEREAS,
TWPG is willing to accommodate those special arrangements.

    


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

    


    1. Restricted Stock
Units. At Conacher’s request, TWPG will award restricted stock units
(each such award, a “Transferred
Award”) that would have otherwise been awarded to Conacher under the
Bonus, to certain current TWPG employees identified by Conacher (each a “Receiving
Party” and, together, the “Receiving
Parties”), in such amounts as identified by Conacher. The restricted
stock units will be awarded pursuant to TWPG’s equity incentive plan and will be
subject to all restrictions and conditions set forth therein and in the related
equity award agreement.  With respect to each Transferred Award,
Conacher will receive a restricted stock unit award pursuant to which Conacher
will receive restricted stock subject to all restrictions and conditions set
forth in TWPG’s equity incentive plan and in the related equity award agreement,
which will include the condition that Conacher will receive those RSUs only to
the extent the corresponding Receiving Party forfeits those restricted stock
units in accordance with the terms of the Receiving Party’s associated award
agreement and TWPG’s equity incentive plan.

    


    2. Satisfaction of Employment
Agreement Obligations. Conacher acknowledges and agrees that any
restricted stock units so delivered to the Receiving Parties is in place of any
restricted stock units that Conacher is entitled to receive under the Bonus, and
the dollar value of such restricted stock units will be considered to have been
paid by TWPG to Conacher for all purposes under the Employment Agreement,
including for purposes of satisfying TWPG’s obligations to pay the Bonus and for
purposes of calculating Conacher’s “Historic Bonus” as such term is defined in
the Employment Agreement.

    


    3. No Further
Rights.  Conacher acknowledges and agrees that, except as set
forth in the related equity award agreement, Conacher will have no further
rights to the restricted stock units awarded under this Agreement to a Receiving
Party.

    


    4. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

    


    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

    


    


    


    LIONEL F.
CONACHER

    in his
individual capacity

    


    


    /s/ Lionel F.
Conacher