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PRESIDENT EMPLOYMENT AGREEMENT

Employment Agreement

PRESIDENT EMPLOYMENT AGREEMENT | Document Parties: THOMAS WEISEL PARTNERS GROUP, INC. You are currently viewing:
This Employment Agreement involves

THOMAS WEISEL PARTNERS GROUP, INC.

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Title: PRESIDENT EMPLOYMENT AGREEMENT
Governing Law: California     Date: 7/29/2009
Industry: Investment Services     Sector: Financial

PRESIDENT EMPLOYMENT AGREEMENT, Parties: thomas weisel partners group  inc.
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Exhibit 10.1


 

PRESIDENT EMPLOYMENT AGREEMENT

 

 

 

Lionel F. Conacher

80 Rowanwood Avenue

Toronto, Canada M4W1Y9

July 27, 2009

 

Dear Lionel:

 

This is your EMPLOYMENT AGREEMENT (this “ 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 ”).  This Agreement sets forth the terms and conditions of your employment with the Firm.

 

1.             Employment

 

TWPG Inc. does hereby employ you and you do hereby accept employment as President and Chief Operating Officer of TWPG Inc. 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 position on the terms set forth herein. As President of the Firm, you shall report solely and directly to the Chief Executive Officer. 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 Chairman and Chief Executive Officer, to the extent consistent with your position and status as set forth above, including 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.  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.

 

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 Chairman and Chief Executive Officer. 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 7, the term of this employment agreement will commence on January 1, 2010 and shall end on December 31, 2012 (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, you shall be based at the headquarters of TWPG Inc. in San Francisco, California, except for travel reasonably required for the Firm’s business.

 

 

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 may 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.

 

(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 Third Amended and Restated 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 President Employment Agreement.

 

5.

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 (waiving any eligibility conditions or pre-existing condition exclusions). 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.

 

 

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).

 

(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 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)           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 and make payments to you pursuant to 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 4(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.

 

(G)           Any failure of a Surviving Company (as defined in Section 10(c) of this Agreement) to assume ownership of and responsibility for this Agreement.

 

(2)           To terminate your employment “ for Good Reason ,” Good Reason must have occurred and you must comply with Section 7(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 7(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 a 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 7(d), any of your incapacity due


 
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