AMENDMENTNO. 1 TO AMENDED AND RESTATED CEO EMPLOYMENT AGREEMENT

Exhibit 10.1

This Amendment No. 1 (this “Amendment”) to the Amended and Restated CEO Employment Agreement, dated December 15, 2008 (the “Employment Agreement”), is entered into as of this 7th day of May, 2009, by and between Thomas Weisel Partners Group Inc. (“TWP”) and Thomas W. Weisel (“Weisel”), in his individual capacity.

WHEREAS, TWP and Weisel have previously entered into the Employment Agreement, a copy of which is attached hereto as Annex A;

WHEREAS, pursuant to section 5(a) of the Employment Agreement, Weisel’s annualized base salary is U.S. $200,000 (the “Original Base Salary”); and

WHEREAS, Weisel and TWP agreed, in response to the 2008 business and economic climate and in conjunction with firm-wide base salary reductions of 10% for employees above a certain level, to similarly reduce Weisel’s annualized base salary by 10% to U.S. $180,000 (the “Reduced Base Salary”).

NOW, THEREFORE, in consideration of the premises, the sufficiency of which is hereby acknowledged, TWP and Weisel hereby agree as follows:

1. Base Salary. Weisel and TWP hereby ratify and affirm the reduction to Weisel’s annualized base salary by 10% from the Original Base Salary to the Reduced Base Salary.  The Reduced Base Salary will be in effect commencing on January 1, 2009 until such time as both Weisel and TWP agree to resume the Original Base Salary or some other salary.

2. Effect on Termination Provisions.  Weisel and TWP each acknowledge and agree that, unless specifically stated in the applicable agreement or arrangement, any voluntary or mutually agreed to (by and between Weisel and TWP) modification that results in a reduction, deferral or transfer by Weisel of any compensation due to him under the Employment Agreement (or any amendment thereto) shall not be taken into consideration for purposes of application of section 9 of the Employment Agreement (or any amendment thereto).  Rather, for the avoidance of doubt, for purposes of calculating or determining any payment due Weisel upon termination of his employment, unless the applicable agreement or arrangement states otherwise, Weisel shall be deemed to have earned the greatest of (i) the original amount set forth in the Employment Agreement (or any amendment thereto), (ii) any written agreement or amendment increasing that amount, or (iii) the actual amount earned..

3. No Other Amendment.  Weisel and TWP each acknowledge and agree that, except as set forth in paragraphs 1 and 2 above, this Amendment does not supersede, amend, modify or otherwise alter the obligations and provisions of the Employment Agreement and all other provisions of the Employment Agreement remain in full force and effect.

4. No Other Agreement.  Weisel acknowledges and agrees that TWP and Weisel have no further agreement or understanding and no statements, representations, warranty or covenants have been made by you or TWP with respect to the base salary, other than as contained in this Amendment.

5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of California, without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Agreement on behalf of the respective parties hereto as of the date first written above.

 

THOMAS WEISEL PARTNERS GROUP, INC.

 

By: /s/ Mark P. Fisher                                                              

Name: Mark P. Fisher

Title: General Counsel

THOMAS W. WEISEL

in his individual capacity

 

/s/ Thomas W. Weisel