FORM OF] THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 99.3

[FORM OF]

XXXXXX XXXXXX PARTNERS GROUP, INC.

EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Xxxxxx Xxxxxx Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the “Participant” this Award of Restricted Stock units (“RSUs”) pursuant to the Xxxxxx Xxxxxx Partners Group, Inc., Second Amended and Restated Equity Incentive Plan (the “Plan”) upon the following terms and conditions:

Name of Participant: [NAME]

Grant Date: [DATE]

Number of RSUs: [# of RSUs]

1. This Award is subject to all terms and conditions of this Agreement and the Plan. The terms of the Plan are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term in the Plan.

2. Each RSU represents an unfunded and unsecured promise of the Company to deliver a future payment equal to the Fair Market Value of one Share at the time of such payment. Such payment may, at the Committee’s election, be in cash or Shares or a combination thereof.

3. To the extent dividends are paid on Shares while the RSUs remain outstanding, you shall be entitled to receive at the time such dividends are paid (subject to your continued employment as of the relevant dividend payment date), cash payments (less applicable withholding) in amount equivalent to cash dividends on Shares with respect to the number of Shares covered by the RSUs. If you incur a termination of employment prior to the payment of Shares underlying your RSUs but subsequent to the applicable RSUs vesting date (as set forth in Paragraph 4 below) you shall be entitled to receive with respect to such Shares underlying your vested RSUs cash payments in amount equivalent to cash dividends on Shares regardless of whether you continue to be employed as of the relevant dividend payment date.

4. Subject to your continued employment as of the relevant vesting date (unless otherwise provided under the terms and conditions of the Plan or this Agreement), in accordance with Paragraph 2 above you shall be entitled to receive (and the Company shall deliver to you) on the relevant vesting date set forth below (or as soon as administratively practicable thereafter), the number of Shares underlying the RSUs (or a cash payment therefore) as of the dates set forth below in accordance with the following schedule:

Vesting Date = 100% of the Shares underlying the RSUs on the third anniversary of the grant date

5. In accordance with Section 15(a) of the Plan, the Committee may in its sole discretion withhold from the payment to you hereunder a sufficient amount (in cash or Shares) to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to income resulting from such payment. You have been advised to review with your own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. You are relying solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

6. The Company shall have the right to offset against the obligation to deliver RSU Shares to you, any outstanding amounts then owed by you to the Company.

7. An RSU does not represent an equity interest in the Company, and carries no voting rights. You will not have any rights of a shareholder with respect to the RSUs until the Shares have been delivered to you.

8. Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan administrator (as so designated by the Company) or mailed to the Company’s principal office, Xxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, attention of General Counsel, or, if to you, shall be delivered to you or mailed to your address as the same appears on the records of the Company.

9. All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on all persons. In the event of any inconsistency between the terms hereof and the provisions of this Agreement and the Plan, this Agreement shall govern.

10. By accepting this Award, you acknowledge receipt of a copy of the Plan, and agree to be bound by the terms and conditions set forth in this Agreement and the Plan, as in effect from time to time.

11. By accepting this Award, you further acknowledge that the federal securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with your RSUs. You agree to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to time.

12. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate the Award granted under this Agreement, provided, however, that no such action shall impair the rights of a Participant or holder or beneficiary of any Award under this Agreement without the consent of such Participant or holder or beneficiary of any Award.

13. This Agreement shall be governed by the laws of the State of New York without giving effect to its choice of law provisions.

Xxxxxx Xxxxxx Partners Group, Inc.

By:

Name:

Title:

[NAME]

Signature

          If you would like to designate a beneficiary to exercise your rights under this Agreement in the event of your death, please complete your designation in the space provided below, as well as please sign and print your name and date in the space provided below, and return this Agreement to Xxxxxx Xxxxxx Partners Group, Inc., Xxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, to the attention of Human Resources.

Beneficiary:

Participant name

(print & sign):

Date: