Exhibit 10.40


 





INCENTIVE AGREEMENT


 


THIS INCENTIVE AGREEMENT is dated as of
December 19, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and, Denise
Crowley, an individual residing at 420 Everett Road Holmdel, NJ 07733 (the “Employee”).


 


RECITALS:


 


The Employee is currently employed as a
full time employee by the Company.


 


The Company considers the Employee to be
a valuable employee and desires to provide the Employee with certain additional compensation for the services to be rendered by
the Employee to the Company in the future, above and beyond the compensation that is otherwise paid to the Employee, as an incentive
for the Employee’s continuing to remain in the employ of the Company.


 


In consideration of the agreements set
forth below, the Company and the Employee agree as follows:


 


1. The Company agrees,
subject to the terms and conditions set forth herein, to pay the following amounts of incentive compensation to the Employee on
the following dates:


 


	$ 32,000	 	February 27, 2015
	$ 32,000	 	February 29, 2016
	$ 32,000	 	February 28, 2017






 


2. (a) The incentive
compensation under paragraph 1 payable on February 27, 2015 will be paid to the Employee only if the Employee has been in the continuous
employ of the Company or one of its designated affiliates from the date of this Incentive Agreement up to and including February
27, 2015 (subject to paragraph 2(b) below). The incentive compensation payable on February 29, 2016 under paragraph 1 will be paid
to the Employee only if the Employee has been in the continuous employ of the Company or one of its designated affiliates from
the date of this Incentive Agreement up to and including February 29, 2016 (subject to paragraph 2(b) below). The incentive compensation
payable on February 28, 2017 under paragraph 1 will be paid to the Employee only if the Employee has been in the continuous employ
of the Company or one of its designated affiliates from the date of this Incentive Agreement up to and including February 28, 2017
(subject to paragraph 2(b) below).


 


(b) If the Employee’s
employment is terminated, either unilaterally by the Company other than “For Cause” (as defined in the Amended and
Restated Operating Agreement of the Company, as from time to time in effect) or because of disability or death of the Employee,
before February 27, 2015 with respect to the amount payable on February 27, 2015, or before February 29, 2016 with respect
to the amount payable on February 29, 2016, or before February 28, 2017 with respect to the amount payable on February 28,
2017 the Company shall nevertheless pay to the Employee or the Employee’s estate (in the event of death) on February 27,
2015 , February 29, 2016, or February 28, 2017 the amount of compensation set forth in paragraph 1 respectively.


 






     

     


    

 


(c) The Employee shall
be deemed to have become disabled for purposes of paragraph 2(b) above if the Managing Member of the Company (the “Managing
Member”) shall find on the basis of medical evidence satisfactory to the Managing Member in his or her sole and absolute
judgment that the Employee is disabled, mentally or physically, within the meaning of Section 409A(a)(2)(C) of the Internal Revenue
Code of 1986, as amended (the “IRC”).


 


(d) All amounts payable
by the Company to the Employee hereunder will be reported to federal and state taxing authorities as additional wages and will
be subjected to federal and state payroll tax withholding in accordance with the various requirements in effect at the time of
payment.


 


3. Nothing contained
in this Incentive Agreement and no action taken pursuant to this Incentive Agreement shall create or be construed to create a trust
of any kind, or a fiduciary relationship between the Company and the Employee. Any funds which may be invested under the provisions
of this Incentive Agreement shall continue for all purposes to be a part of the general funds of the Company and no person other
than the Company shall by virtue of the provisions of this Incentive Agreement have any interest in such funds. To the extent that
any person acquires a right to receive payments from the Company under this Incentive Agreement, such right shall be no greater
than the right of any unsecured general creditor of the Company.


 


4. Notwithstanding anything
in this Incentive Agreement the contrary, no payment of any compensation shall be made to the Employee and all rights under this
Incentive Agreement of the Employee, his or her executors or administrators, or any other person, shall be forfeited if the Employee
ceases to be employed by the Company, except in the case of the unilateral termination of the Employee’s employment by the
Company other than “For Cause”, or the death or disability of the Employee, as provided in paragraph 2.


 


5. The right of the Employee
to the payment of compensation under this Incentive Agreement shall not be assigned, transferred, pledged or encumbered except
by will or by the laws of descent and distribution.


 


6. Nothing contained
herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company in any capacity. Unless
otherwise established by a separate written employment agreement signed by the Company and the Employee, the Employee shall remain
an employee-at-will of the Company.


 


7. The Managing Member
shall have full power and authority to interpret, construe, and administer this Incentive Agreement and the Managing Member’s
interpretations and construction hereof, and actions hereunder, shall be binding and conclusive on all persons for all purposes.
The Managing Member shall not be liable to any person for any action taken or omitted in connection with the interpretation and
administration of this Incentive Agreement.


 


8. This Incentive Agreement
shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Employee and his heirs, executors,
administrators, and legal representatives.


 


9. This Incentive Agreement
is intended to comply with the provisions of Section 409A of the IRC.


 






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10. It is expressly understood
and agreed by the Employee and the Company that the compensation payable hereunder has been granted in respect of services to be
performed by the Employee in the future and as an incentive for the Employee’s continuing to remain in the employ of the
Company. Solely if and to the extent required by IRC Section 409A(a)(4)(B)(iii), by his execution of this Incentive Agreement,
the Employee elects to defer the compensation amounts as determined m paragraph 1 hereof in accordance with IRC Section 409A(a)(4)(B)(iii).


 


11. Notwithstanding any
language to the contrary herein, in no event will the Company make distributions hereunder at any time prior to the earliest occurrence
of any of the events set forth at IRC Section 409A(a)(2)(A) as that provision may from time to time be amended or interpreted by
regulations issued by the U.S. Treasury Secretary.


 


12. This Incentive Agreement
shall be construed in accordance with and governed by the law of the State of New Jersey.


 


13. The Employee acknowledges
that he/she has read and understands this Incentive Agreement and has been given the opportunity to consult with his/her advisors
with respect to its meaning.


 


This Incentive Agreement is being duly
executed and delivered by the Employee and the Company as of December 19, 2013:


 


ZAIS Group, LLC


 


By /s/ Michael Szymanski      


 


Employee:


 


/s/ Denise Crowley     


Denise Crowley


 






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