FORM OF EMPLOYMENT
AGREEMENT
We are pleased
that you will be continuing your employment as a Partner of Thomas
Weisel Partners Group, Inc., a Delaware corporation (“
TWPG Inc. ”), or one or more of its subsidiaries or
affiliates (collectively with TWPG Inc., and its and their
predecessors and successors, the “ Firm ”), and
are writing to set forth the terms and conditions of such
employment. Certain capitalized terms are defined in Section 5
hereof.
You will be
employed by TWPG Inc., or one or more of its subsidiaries or
affiliates, subject to the terms and conditions of this Agreement
for the period commencing on the date hereof and ending on
December 31, 2006 (the “ Initial Employment
Period ”). After the Initial Employment Period (unless
otherwise agreed by you and the Firm in writing), there will be no
set term of employment. You or the Firm may terminate your
employment at any time during or after the Initial Employment
Period for any reason, or for no reason, by giving not less than
ninety (90) days’ prior written notice of termination;
provided , however , that the Firm may elect to place
you on paid leave for all or any part of such 90-day period; and
provided further that no advance notice need be given
by the Firm to you in connection with a termination of your
employment for Cause or on account of Extended Absence.
During the
Employment Period: (i) you will have such duties and
responsibilities as the Firm may from time to time determine;
(ii) you will devote your entire working time, labor, skill
and energies to the business and affairs of the Firm; and
(iii) you will be paid the base salary separately communicated
to you and such bonuses, if any, as the Firm may determine in its
sole discretion.
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.
(a) Base
Salary. During the Employment Period, subject to your continued
employment hereunder, you shall be paid an annualized base salary
of U.S. $200,000 (or foreign currency equivalent), payable in
semi-monthly installments. Your base salary shall be subject to
annual review by the Firm.
(b) Annual
Bonus. During the Employment Period, subject to your continued
employment hereunder, you may be awarded an annual bonus in an
amount determined in the sole discretion of the Compensation
Committee.
(c) Long-term
Incentive Compensation. During the Employment Period, subject to
your continued employment hereunder, you shall be eligible to
participate in any equity incentive plan for executives of the Firm
as may be in effect from time to time, in accordance with the terms
of any such plan.
3. Employee
Benefit Plans
During the
Employment Period, subject to your continued employment hereunder,
you shall be eligible to participate in all employee retirement and
welfare benefit plans and programs of the type made available to
the Firm’s employees generally, in accordance with their
terms and as such plans and programs may be in effect from time to
time, which may include, 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.
You shall not be
entitled to any severance payments or benefits upon termination of
the Employment Period.
As used herein,
the following terms have the following meanings:
“
Board ” means the Board of Directors of TWPG
Inc.
“
Cause ” means (i) your breach of this Agreement,
the Partners’ Equity Agreement, the Pledge Agreement or any
other written agreement between you and the Firm, or (ii) your
violatio
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