Exhibit 10.39


 





THIS AGREEMENT made as of the 1st day of
October, 2009 by and 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”).


 


WITNESSETH:


 


WHEREAS, the Employee is currently employed
by the Company; and


 


WHEREAS, the Company considers the Employee
to be a valuable member of the management team of the UNC Investment Fund, LLC managed account (the “Account”) and
desires to provide the Employee with certain additional deferred compensation for services to be rendered in the future above and
beyond that otherwise provided to the Employee as an incentive for the Employee’s continuing to remain in the employ of the
Company to enhance the possibility that the Company can enjoy the benefit of such future services;


 


NOW, THEREFORE, in consideration of the
agreements hereinafter contained the parties hereto agree as follows:


 


1. The Company agrees,
subject to the terms and conditions set forth herein, to pay deferred compensation to the Employee in the form of a 10% interest
(as the same may be adjusted pursuant to Section 2(b) hereof, the “Participating Percentage”) in all Net Incentive
Distributions, payable to the Employee within 30 days following each receipt by the Company of any such amounts. As used herein,
“Net Incentive Distributions” means 90% of all Incentive Distributions (as defined in the Account’s operative
documentation) payable by the Account to the Company or an entity owned by the Company.


 


2. (a) Except as otherwise
provided in Section 2(b), the benefits to be paid as deferred compensation under Section 1 are subject to the condition that the
Employee shall have been in the continuous employ of the Company or a subsidiary thereof from the date hereof up to and including
the applicable day of payment. For the avoidance of doubt, no payments of deferred compensation made prior to the termination of
the Employee’s employment at the Company or a subsidiary thereof shall be subject to recapture by the Company.


 


(b) (i) If the Employee’s
employment at the Company is terminated, either unilaterally by the Company other than “For Cause” (as defined in the
Company’s Third Amended and Restated Operating Agreement as from time to time in effect) or because of disability or death
of the Employee, before an amount is payable to the Employee under Section 1 above, then, subject to clause (ii) of Section 4 below,
the Employee shall continue to be entitled to receive the benefits to be paid as deferred compensation under Section 1 notwithstanding
Section 2(a), and the Company shall pay to the Employee (in the event of termination by the Company or of disability) or the Employee’s
estate (in the event of death) the deferred compensation set forth in Section 1, regardless of whether or not the condition set
forth in Section 2(a) has been met, each such payment to be made within 30 days following receipt of the applicable Incentive Fees.


 


(ii) If the Employee’s
employment at the Company is terminated by the Employee (rather than the Company), then, only for so long as the Employee shall
not be employed or otherwise engaged in any capacity in a business which is in the financial services industry or any purpose of
which is to provide investment management and/or advisory services (including, but not limited to, performing such services as
an employee of an investment bank) (a “Competitive Activity”), the Employee shall continue to be entitled to receive
the benefits to be paid as deferred compensation under Section 1 notwithstanding Section 2(a), provided that following the date
of termination of employment the Participating Percentage shall be reduced to (x) 5%, if such termination shall occur on or prior
to the date which is one year following the date hereof, or (y) 7.5%, if such termination shall occur thereafter.


 






     

     


    

 


(c) The Employee shall
be deemed to have become disabled for purposes of Section 2(b)(i) 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 Agreement and no action taken pursuant to the provisions of this 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 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 Agreement have any interest in such funds. To the extent that any person acquires
a right to receive payments from the Company under this Agreement, such right shall be no greater than the right of any unsecured
general creditor of the Company.


 


4. Notwithstanding anything
herein contained to the contrary, no payment or further payment of any deferred compensation shall be made, and all rights under
the Agreement of the Employee, her executors or administrators, or any other person, to receive payments thereof shall be forfeited,
(i) after the Employee ceases to be employed by the Company, except in the cases provided in Section 2(b), or (ii) if Section 2(b)(ii)
is applicable, or if the Employee’s employment was terminated due to disability, if the Employee, following the date of termination
of employment, engages in a Competitive Activity.


 


5. The right of the Employee
to the payment of deferred compensation or other benefits under this 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.


 


7. Any deferred compensation
payable under this Agreement shall be deemed salary or other compensation to the Employee for the purpose of computing benefits
to which she may be entitled under any pension plan or other arrangement of the Company for the benefit of its employees.


 


8. The Managing Member
shall have full power and authority to interpret, construe, and administer this Agreement and the Managing Member’s interpretations
and construction thereof, and actions thereunder 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 Agreement unless attributable to his or her own willful misconduct or Jack of good faith.


 






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


 


10. As a condition to
the award of deferred compensation hereunder, the Employee is concurrently herewith executing a non-competition agreement with
the Company containing confidentiality, non-competition, and non-solicitation provisions, if the Employee has not already done
so.


 


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


 


12. It is expressly understood
and agreed by the parties that the deferred 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 her execution of this Agreement, the Employee elects to defer
the compensation amounts as determined in Section 1 hereof in accordance with IRC Section 409A(a)(4)(B)(iii).


 


13. 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.


 


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


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer and Employee has hereunto set her hand as of the date first above
written.


 


ZAIS Group, LLC


 


/s/ Christian Zugel


 


Employee:


 


/s/ Denise Crowley    


 






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