FORM OF] THOMAS WEISEL PARTNERS GROUP, INC. EQUITY INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT
Exhibit
99.2
[FORM
OF]
▇▇▇▇▇▇
▇▇▇▇▇▇ PARTNERS GROUP, INC.
EQUITY
INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT
▇▇▇▇▇▇
▇▇▇▇▇▇ Partners Group, Inc., a Delaware corporation (the “Company”),
hereby establishes on this 6th
day
of August, 2008 to the “Participant”
this
Performance Award of Restricted Stock Units (“RSUs”) pursuant to the ▇▇▇▇▇▇
▇▇▇▇▇▇ Partners Group, Inc., Second Amended and Restated Equity Incentive
Plan
(the “Plan”)
upon
the following terms and conditions:
Name
of Participant:
[insert]
Performance
Period:
July 1,
2010 to June 30, 2011
Grant
Date:
August
6,
2008
Maximum
Number of RSUs:
[insert]
RSUs.
Any RSUs that do not vest in accordance with the Vesting Criteria set forth
below will be forfeited.
Vesting
Criteria:
Vesting
of the RSUs granted hereunder will be in accordance with the
following:
(x)
a
number of RSUs equal to (a) one-third of the Maximum Number of RSUs multiplied
by (b) the percentage satisfaction of Performance Measure #1, will vest based
on
Performance Measure #1; and
(y)
a
number of RSUs equal to (a) one-third of the Maximum Number of RSUs multiplied
by (b) the percentage satisfaction of Performance Measure #2, will vest based
on
Performance Measure #2; and
(z)
a
number of RSUs equal to (a) one-third of the Maximum Number of RSUs multiplied
by (b) the percentage satisfaction of Performance Measure #3, will vest based
on
Performance Measure #3.
Performance
Measure #1
is GAAP
revenue divided by the number of employees of the Company and its subsidiaries
and affiliates over the Performance Period (with the number of employees
of the
Company and its subsidiaries to be equal to the average of the number of
such
employees measured at each calendar quarter end during the Performance Period).
If Performance Measure #1 is:
| · |
$1,000,000
or more, then Performance Measure #1 will be deemed 100%
satisfied;
|
| · |
$0,
then Performance Measure #1 will be deemed 0% satisfied;
and
|
| · |
Between
$0 and $1,000,000, then Performance Measure #1 will be deemed satisfied
on
percentage basis equal to the amount of (i) Performance Measure
#1 divided
by (y) $1,000,000.
|
Performance
Measure #2
is GAAP
net income margin over the Performance Period. If Performance Measure #2
is:
| · |
10%
or more, then Performance Measure #2 will be deemed 100%
satisfied;
|
| · |
0%
or less, then Performance Measure #2 will be deemed 0% satisfied;
and
|
| · |
Between
0% and 10%, then Performance Measure #2 will be deemed satisfied
on
percentage basis equal to the amount of (i) Performance Measure
#2 divided
by (y) 10%.
|
Performance
Measure #3
is GAAP
return on equity over the Performance Period (with return on equity to be
calculated by dividing GAAP net income for the Performance Period by the
average
of GAAP shareholders’ equity measured at each calendar quarter end during the
Performance Period). If Performance Measure #3 is:
| · |
20%
or more, then Performance Measure #3 will be deemed 100%
satisfied;
|
| · |
0%
or less, then Performance Measure #3 will be deemed 0% satisfied;
and
|
| · |
Between
0% and 20%, then Performance Measure #3 will be deemed satisfied
on
percentage basis equal to the amount of (i) Performance Measure
#3 divided
by (y) 20%.
|
Vesting/Delivery
Date:
Any
RSUs that vest in accordance with the Vesting Criteria set forth above will
vest
on August 6, 2011 and the underlying Shares will be delivered as soon as
administratively practicable thereafter.
| 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. Notwithstanding the terms of
the Plan,
the Participant does not have the option to elect to defer the
receipt or
payment of any portion of this Award beyond the Vesting/Delivery
Date
described above.
|
| 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. |
Notwithstanding
the terms of the
Plan, this Agreement and any individual written employment or
severance agreement between you and the Company,
if you incur a termination of employment with ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners
(as a
result of death, disability, retirement or otherwise) or give notice
of
any intention to terminate employment prior to the vesting of any
Performance Award hereunder, all of such unvested Performance Award
shall
be forfeited upon the earlier of such termination or such giving
of
notice.
|
| 4. |
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 the matters
contemplated by this Agreement.
|
| 5. |
The
Company shall have the right to offset against any obligation to
deliver
cash, RSUs or Shares to you, any outstanding amounts then owed
by you to
the Company.
|
| 6. |
An
RSU does not represent an equity interest in the Company, and carries
no
voting or dividend rights. You will not have any rights of a shareholder
with respect to the RSUs until the Shares have been delivered to
you.
|
| 7. |
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, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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.
|
| 8. |
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.
|
| 9. |
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.
|
| 10. |
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.
|
| 11. |
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.
|
| 12. |
Nothing
in this Agreement alters your status as an "at will" employee or
confers
on you any right to continue in the employ of the Company, or shall
interfere with or restrict rights of the Company, which are hereby
expressly reserved, to discharge you at any time, with or without
cause.
|
| 13. |
The
Plan, this Agreement and any individual written employment or
severance agreement between you and the Company, constitute the
entire
agreement and understanding of the parties with respect to the
subject
matter of this agreement, and supersede all prior understandings and
agreements, whether oral or written, between the parties with respect
to
the specific subject matter hereof.
|
[Remainder
of page intentionally blank.]
| 14. |
This
Agreement shall be governed by the laws of the State of New York
without
giving effect to its choice of law
provisions.
|
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners Group, Inc. | ||
| |
|
|
| By: | ||
| Name: | ||
| Title: | ||
| [insert 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners
Group,
Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to the attention
of Human Resources.
|
Beneficiary:
|
|
|
|
|
Participant
name
(print
& sign):
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
|
|