FORM OF CEO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
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.
June 23, 2005Thomas Weisel Partners Group, Inc. • February 1st, 2006 • Security brokers, dealers & flotation companies • California
The purpose of this letter is to set forth certain understandings between Thomas Weisel Partners Group LLC (“TWP”) and California Public Employees’ Retirement Fund (“CalPERS”) with respect to TWP’s proposed initial public offering (the “IPO”) and the restructuring of CalPERS’ securities that will be required for the IPO to proceed. The restructuring contemplated by TWP would include the conversion of all shares of TWP into shares of common stock of a new corporate entity. TWP desires to obtain certain commitments from CalPERS and other members of TWP for the purpose of facilitating its efforts to complete the restructuring and move forward with the proposed IPO. To allow discussions and negotiations on the restructuring to take place, TWP and CalPERS are willing to enter into this letter agreement.
THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the “Participant” this Award of Restricted Stock pursuant to the Thomas Weisel Partners Group, Inc., Equity Incentive Plan (the “Plan”) upon the following terms and conditions:
THOMAS WEISEL PARTNERS GROUP, INC. Common Stock, par value $0.01 per share Form of Underwriting AgreementThomas Weisel Partners Group, Inc. • February 1st, 2006 • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners LLC Keefe, Bruyette & Woods, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 5th Floor New York, NY 10019
Re: Amendment to Subscription AgreementSubscription Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
Reference is hereby made to the Subscription Agreement, dated as of January 18, 2000, between Thomas Weisel Partners Group LLC, a Delaware limited liability company (together with its successor by merger, the “Company”), and California Public Employees’ Retirement System (“CalPERS”), as amended as of December 15, 2000, June 15, 2001 and November 14, 2001 (as amended hereby (the “Subscription Agreement”). Capitalized terms used herein but not specifically defined shall have the same meanings ascribed to them in the Subscription Agreement.
THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • February 1st, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), hereby grants to the “Participant” this Award of Restricted Stock units (“RSUs”) pursuant to the Thomas Weisel Partners Group, Inc., Equity Incentive Plan (the “Plan”) upon the following terms and conditions:
