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
employee
