exhbit_10-19.htm


    Exhibit
10.19

    AMENDED AND RESTATED CEO EMPLOYMENT
AGREEMENT

    


    


    Thomas W.
Weisel

    Thomas
Weisel Partners Group, Inc.

    One
Montgomery Street, 37th Floor

    San
Francisco, California 94104

    


    December
15, 2008

    


    Dear
Thom:

    


    On February 1, 2006, you entered into
an EMPLOYMENT 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”), which set forth the
terms and conditions of your employment with the Firm, and that agreement was
amended on September 12, 2007 (as amended, the “Prior
Agreement”).

    


    You and
the Firm wish to amend and restate the Prior Agreement in its entirety, pursuant
to the terms and conditions set forth in this EMPLOYMENT AGREEMENT (this “Agreement”), and this
Agreement sets forth the ongoing terms and conditions of your employment with
the Firm.

    


    1.           Employment

    


    TWPG Inc. does hereby employ you and
you do hereby accept employment as Chief Executive Officer of TWPG
Inc.  You shall have all the duties, responsibilities and authority
normally attendant to the office of Chief Executive Officer of the Firm, and you
shall render services consistent with such positions on the terms set forth
herein.  As Chief Executive Officer of the Firm, you shall report
solely and directly to the Board.  In addition, 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 Board, to the extent consistent with your
position and status as set forth above.  In no event shall your
duties, responsibilities and authority be less than those initially performed by
you as Chief Executive Officer.  All other employees of the Firm shall
report to you, either directly or through such other personnel as the Board or
you may designate.  Subject to the discretion of the Board, you may
also be designated as Chairman of the Board.

    


    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
Board.  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 8, the term of
your employment commenced on the original effective date of the Prior Agreement
and shall end on December 31, 2009 (such period, the “Initial Employment
Period”).  After the Initial Employment Period your term of
employment shall be automatically extended for successive two-year periods,
subject to Section 8 and unless otherwise agreed in writing by you and the
Firm 90 days prior to the end of such periods.  References in
this Agreement to “your
employment” are to your employment under this Agreement.

    


    3.           Board
Membership

    


    During the Employment Period, TWPG Inc.
shall take all reasonable action to cause you to be appointed or elected to the
Board, and to serve as Chairman of the Board, subject to any applicable laws,
rules and regulations and any corporate governance policies and practices of
TWPG Inc.  In the event that, in the reasonable judgment of the Board,
based on its consideration of applicable legal, regulatory or corporate
governance (including stock exchange) requirements, the Board determines that
the Firm should split the function of Chairman of the Board and Chief Executive
Officer, you may be replaced as Chairman of the Board (but not as Chief
Executive Officer) without it being considered a termination of your employment
hereunder or otherwise a breach by TWPG Inc. of this Agreement.

    


    4.           Location

    


    In connection with your employment by
the Firm, you shall be based at the headquarters of TWPG Inc. in San Francisco,
California, except for travel reasonably required for the Firm’s
business.

    


    5.           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 may be awarded an annual bonus (the “Bonus”) pursuant to the
Thomas Weisel Partners Group, Inc. Bonus Plan.

    


    (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, in accordance with the terms of any such plan.

    


    6.           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.

    


    7.           Other Employee
Benefits

    


    (a)           Vacation.  You
will be entitled to paid annual vacation during the Employment Period (totaling
at least four weeks in each calendar year) on a basis that is at least as
favorable as that provided to you as of the date of this Agreement.

    


    (b)           Reimbursement of Business
Expenses.  You will be reimbursed for all reasonable travel,
entertainment and other business expenses incurred by you in performing your
responsibilities under this Agreement, subject to the Firm’s normal policies and
practices (including appropriate documentation requirements) for senior
executives.

    


    (c)           Facilities.  During
the Employment Period, you will be provided with office space, facilities,
secretarial support and other business and personal services consistent with
your position on a basis that is at least as favorable as that provided to you
as of the date of this Agreement; provided, however, that such
support and services shall be subject to periodic review and modification by the
Compensation Committee in its sole discretion.

    


    8.           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 8(e).

    


    (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 8(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
Partners’ Equity Agreement, the Pledge Agreement or any other written agreement
between you and the Firm, 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.

    


    (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 8(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.

    


    (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 elected or re-elected as a
director, other than as stipulated in the last sentence of Section 3
hereof).

    


    (B)           Any
failure by TWPG Inc. to provide you with 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)           The
Firm moving its principal executive offices outside the San Francisco,
California metropolitan area.

    


    (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.

    


    (F)           Any
failure by TWPG Inc. to maintain 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 5(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.

    


    (2)           To
terminate your employment “for Good Reason”, Good Reason must have occurred and
you must comply with Section 8(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 8(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 8(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.

    


    (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 or because of your
Disability or 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 the date of TWPG Inc.’s
Termination Notice if your employment is terminated by TWPG Inc. for Cause,
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 8(e)(2), if you die or
become Disabled 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.

    


    (3)           Within
five (5) business days following the delivery of a Termination Notice by you to
the Firm or by the Firm to you, the Firm will provide you with a draft form of a
separation agreement and you and the Firm agree to use all reasonable efforts to
finalize the terms of that separation agreement on or before the Date of
Termination.

    


    9.           TWPG Inc.’s Obligations in
Connection with Your Termination

    


    (a)           General
Effect.  On termination in accordance with Section 8, your
employment will end and the Firm will have no further obligations to you except
as provided in this Section 9 (other than pursuant to the employee benefit
plans and programs established by the Firm pursuant to which you have accrued
amounts and benefits).

    


    (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:  your unpaid Base Salary for periods prior to your
termination, and pay with respect to any of your accrued but unused vacation,
any accrued expense reimbursements and other cash entitlements, and any unpaid
but vested Bonus (the sum of such amounts, 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, including 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
which is payable as a result of your termination of employment (together, the
“Other
Benefits”).

    


    (2)           TWPG
Inc. will pay you, in a lump sum, on the sixtieth (60th) day
following the Date of Termination, the amount of your remaining Base Salary from
the Date of Termination through the end of the then-existing Employment Period
(solely for purposes of this Clause (A), the then-existing Employment Period
shall be determined as if your employment were not then
terminated).

    


    (3)           TWPG
Inc. will pay you in a lump sum, on the sixtieth (60th) day
following the Date of Termination, an amount equal to the sum of (A) the
average of the Bonuses paid or payable to you for the three fiscal years ending
before Termination Notice is given (your “Historic Bonus”) plus
(B) the product of your Historic Bonus multiplied by a fraction, the
numerator of which shall be the number of days elapsed since the original
effective date of the Prior Agreement (or if such termination occurs after
December 31, 2009, the number of days elapsed since this Agreement was last
renewed in accordance with Section 2), and the denominator of which shall
be the number of days in the Initial Employment Period (or if such termination
occurs after December 31, 2009, 730 days).  In calculating
your Historic Bonus:

    


    (A)           your
Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be
$1,000,000; 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.

    


                           (4)           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
end of your employment (or, if earlier, until 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.  The benefits in this Section 9(b)(4) are
referred to as “Accelerated
Vesting”.

    


    (5)           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 or life 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 9 unless and until you execute and deliver to TWPG Inc., within
fifty (50) days following the Date of Termination, 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, and you do not revoke such release within any period
permitted under applicable law.  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
9(b) through 9(d), no such release shall be required prior to the payment of any
Accrued Compensation or Other Benefits.

    


    (f)           Code Section
409A.

    


    (1)           You
and the Firm agree that, with respect to any payments or benefits described in
Section 9 that constitute a deferral of compensation which is subject to Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), you and the
firm will use their respective best efforts to ensure that the termination of
your employment shall mean a “separation from service” within the meaning of
Section 409A of the Code and the regulations promulgated thereunder, including
Treasury Regulation Section 1.409A-1(h) (a “Separation from
Service”).  Notwithstanding any provision to the contrary in this
Agreement, if you are deemed by the Firm at the time of your Separation from
Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code, to the extent delayed commencement of any portion of the benefits to
which you are entitled under this Agreement is required in order to avoid a
prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion
of your benefits shall not be provided to you prior to the earlier of (A) the
expiration of the six-month period measured from the date of your Separation
from Service with the Firm or (B) the date of your death.  Upon the
first business day following the expiration of the applicable Code Section
409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 8(f)
shall be paid in a lump sum to you (or your estate or beneficiaries), and any
remaining payments due under the Agreement shall be paid as otherwise provided
herein.

    


    (2)           In
addition, to the extent that any reimbursements payable pursuant to this
Agreement are subject to the provisions of Code Section 409A, such
reimbursements shall be paid to you no later than December 31 of the year
following the year in which the cost was incurred.  The amount of
expenses reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year, and your right to reimbursement under this
Agreement will not be subject to liquidation or exchange for another
benefit.

    


    (3)           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.

    


    10.           Certain
Covenants

    


    (a)           Covenants in Partners’
Equity Agreement.  You agree and acknowledge that you shall
comply with each of the covenants contained in the Partners’ Equity Agreement,
including, without limitation, covenants relating to confidential information,
noncompetition and non-solicitation, in each case in accordance with the terms
thereof.

    


    (b)           Intellectual Property
Rights; Use of Names.  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.

    


    Without limiting the foregoing under
this Section 10(b), to the extent you have any right, title or interest in
any name, trademark or service mark, whether currently existing or arising in
the future, that includes any of “Thomas Weisel,” “Thomas Weisel Partners,”
“TWP,” “Tailwind” or any name, trade mark or service mark that is derivative of
any of the foregoing, including any domain names relating to any of the
foregoing (collectively, the “Weisel Names”), you have
previously granted to the Firm a worldwide, perpetual, exclusive and
royalty-free right and license, substantially in the form attached as Annex A to
the Prior Agreement, to use the Weisel Names in connection with the business and
affairs, whether currently existing or arising in the future, of the Firm;
provided that you shall be permitted to use your name under any of the
conditions or for any of the purposes listed in Annex B to the Prior
Agreement.  NOTHING IN THIS AGREEMENT, INCLUDING ANY ANNEXES TO THE
PRIOR AGREEMENT REFERENCED HEREIN, SHALL BE CONSTRUED TO PRECLUDE OR OTHERWISE
HAMPER YOU FROM USING (1) YOUR FULL LEGAL NAME, (2) “THOMAS W. WEISEL”, (3)
“THOMAS WEISEL”, (4) “THOM WEISEL” OR (5) ANY OTHER SIMILAR VARIATION OF
YOUR LEGAL NAME, TO PERSONALLY IDENTIFY YOURSELF, WHETHER IN CONNECTION WITH
BUSINESS, PERSONAL OR OTHER MATTERS.

    


    (c)           Tax
Filing.  During the Employment Period, you will duly and
accurately file all required income tax returns and, if requested to do so, will
certify to that effect to the Firm annually on a form specified by the
Firm.

    


    (d)           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.           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 11(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.

    


    12.           Certain
Definitions

    


    As used in this Agreement, the
following terms have the following meanings:

    


    “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.

    


    “Partners’ Equity Agreement”
means the Partners’ Equity Agreement, dated as of the date hereof, 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 the date hereof, between you and TWPG Inc., as in
effect from time to time.

    


    13.           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 Partners’ 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, 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.

    


    14.           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.

    


    15.           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.    Amounts payable to you pursuant to this
Agreement shall be subject to any applicable withholding required under any
federal, state, local or foreign law, rule or regulation.

    


    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.  No delay or omission in exercising any right
hereunder shall operate as a waiver of such right or any other
right.  A waiver upon any one occasion shall not be considered as a
waiver of any right or remedy on any future occasion.

    


    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.]

    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 its 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 and Secretary 

            	 
      
	 
      


    

    


    
      	 
      	 
      	 
      
	
              Agreed
      to and accepted as of the date of this Agreement:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Name:
      Thomas W. Weisel