AMENDED AND RESTATED PRESIDENT EMPLOYMENT AGREEMENT

Exhibit 10.21

AMENDED AND RESTATED PRESIDENT EMPLOYMENT AGREEMENT

Lionel F. Conacher

80 Rowanwood Avenue

Toronto, Canada M4W1Y9

December 15, 2008

Dear Lionel:

On September 30, 2007, 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 (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 AGREEEMENT (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 under the terms and conditions specified herein. You will have the title of President of TWPG Inc. and, as such, you shall report solely and directly to the Chief Executive Officer. During a transition period, which began on January 2, 2008, and which shall last between 6 and 24 months, the precise length of which will be determined by the Chairman and Chief Executive Officer in consultation with you and the Board of Directors (the “Transition Period” ), you shall oversee the integration of TWPG and Westwind Partners Inc. and have responsibility for the Firm’s Canadian and European operations (but not its Indian operations), as well as other duties, responsibilities and authority as may reasonably be assigned to you by the Chairman and Chief Executive Officer. In no event, however, will the Transition Period last longer than 24 months. To the extent the Chief Executive Officer and/or the Board of Directors determine that the Transition Period shall last longer than 24 months, such determination shall constitute Good Reason for you to terminate your employment hereunder. After the Transition Period, you shall have all the duties, responsibilities and authority normally attendant to the office of President of the Firm, and you shall render services consistent with such positions on the terms set forth herein and relocate as provided in Section 3. In addition, during and after the Transition Period, 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 Chairman and Chief Executive Officer, to the extent consistent with your position and status as set forth above, including, as of the first day of your employment hereunder, being a member of the Firm’s Executive Committee and Underwritten Offering Committee and having principal responsibility for corporate development, including mergers and acquisitions and the integration of any acquisitions TWPG Inc. may undertake. After the Transition Period, all employees of the Firm other than the Chairman and Chief Executive Officer and employees of the Firm’s asset management group shall report to you, either directly or through such business unit heads as the Chairman and Chief Executive Officer or you may designate. If the Firm should create a Compensation Committee during the Employment Period, you shall immediately become (and remain) a member.

2.             Term of Employment

Subject to Section 7, the term of your employment commenced on the Closing Date (as such term is defined in the Arrangement 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 7 and unless otherwise agreed in writing by you and the Firm 90 days prior to the end of such periods (including, for purposes of clarity, the Initial Employment Period). References in this Agreement to “ your employment” are to your employment under this Agreement.

3.             Location

In connection with your employment by the Firm, during the Transition Period, you shall be based at the Toronto office of the Firm, except for travel reasonably required for the Firm’s business. Thereafter, you shall be based at that office which the Chairman and Chief Executive Officer determines is most appropriate for the effective operation of the office of President of the Firm, which is currently expected to be the headquarters of TWPG Inc. in San Francisco, California, except for travel reasonably required for the Firm’s business. Provided, however , that you shall not be required to relocate outside of Toronto until after the Transition Period. The Firm will provide you with assistance regarding immigration matters, including your obtaining visas or other working permits that are necessary to your carrying out you duties and responsibilities as provided herein, and shall do so in a way which results in your wife receiving the appropriate working permit(s).

4.             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 will be awarded an annual bonus (the “ Bonus ”) pursuant to the Thomas Weisel Partners Group, Inc. Bonus Plan. That bonus will be paid in a form consistent with the other members of the Executive Committee, including the mix of cash and equity participation, in accordance with the schedule currently in use by TWPG Inc. as of the date of this Agreement. Any Bonus that you receive in consideration of your employment during the Transition Period will be at least $200,000 per month of Transition Period in the relevant year, which amount shall be supplemented at the discretion of the Board of Directors of the Firm based on their evaluation of your performance of your Transition Period responsibilities, taking into consideration your historical compensation.

(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, including without limitation the Thomas Weisel Partners Group, Inc. Equity Incentive Plan in accordance with the terms of any such plan.

(d)            Reimbursement of Fees .  Upon presentation by you of invoices reflecting same, the Firm will reimburse you for reasonable attorneys’ fees incurred in connection with the review of this Amended and Restated President Employment Agreement.

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 (waiving any eligibility conditions or pre-existing condition exclusions). If you are a Canadian tax resident, you will be entitled to participate in any employee benefit plans, programs and policies available to Canadian employees generally. The Firm agrees to provide you with service credit and participation (including pension accruals) under your current Canadian pension plans or comparable U.S. plans established by the Firm.

6.             Other Employee Benefits

(a)            Vacation . You will be entitled to paid annual vacation during the Employment Period consistent with the Firm’s vacation policy for Officers of the Firm.

(b)            Reimbursement of Business Expenses . You will be reimbursed for all reasonable travel, entertainment and other business expenses incurred by you at a level comparable to that which is reimbursable to other senior executives of the Firm, subject to the Firm’s normal policies and practices for senior executives (including appropriate documentation requirements). You will also be reimbursed for expenses actually incurred by you in connection with any relocation you experience in connection with your employment hereunder, at a level comparable to that provided to similarly situated senior executives of comparable employers.

(c)            Facilities . During the Employment Period, you will be provided with office space, facilities, electronic equipment, secretarial support and other business and personal services consistent with your position.

(d)            Accommodations . During the Employment Period, you will be provided with accommodations satisfactory to you in the San Francisco area, where you may maintain certain personal items and equipment for your use during business travel to San Francisco.

7.             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 7(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 7(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 Arrangement Agreement, the Equity Agreement, the Pledge Agreement, 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 7(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.

(4)           If termination is “ for Cause ” as set forth under Subsection A, D, E, or F above in this Section 7(b), the Firm must provide you with written notice of the event constituting Cause, and at least a thirty (30) day period to cure (if curable).

(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 appointed or reappointed as a member of the Firm’s Executive Committee and Underwritten Offering Committee).

(B)           Any failure by TWPG Inc. to provide you with the 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)           During the Transition Period, the Firm closing its offices in Toronto, Canada or, thereafter, the Firm closing or relocating outside of its associated metropolitan area that office which the Chairman and Chief Executive Officer determined was most appropriate for the effective operation of the office of President of the Firm and to which you relocated after the Transition Period as provided in Section 3.

(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)