Exhibit 10.13


 


INCENTIVE AGREEMENT


 


THIS INCENTIVE AGREEMENT is dated
as of February 26, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and,
Michael Szymanski an individual residing 253 Phelps Road Ridgewood, NJ 07450 (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:


 


	$	85,000	 	 	February 28, 2014
	$	85,000	 	 	February 28, 2015
	$	85,000	 	 	February 28, 2016





 


2.   (a) The incentive
compensation under paragraph 1 payable on February 28, 2014 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, 2014 (subject to paragraph 2(b) below). The incentive compensation payable on February 28, 2015 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, 2015 (subject to paragraph 2(b) below). The incentive
compensation payable on February 28, 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 28, 2016 (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 28, 2014 with respect to the amount payable on February 28, 2014, or before February 28, 2015 with respect to
the amount payable on February 28, 2015, or before February 28, 2016 with respect to the amount payable on February 28, 2016 the
Company shall nevertheless pay to the Employee or the Employee’s estate (in the event of death) on February 28, 2014, February
28, 2015, or February 28, 2016 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.


 


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 in 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 February 26,
2013:


 


	ZAIS Group, LLC	 
	 	 
	By	/s/ Christian Zugel	 
	 	 	 
	Employee:	 
	 	 	 
	/s/ Michael Szymanski	 
	Michael Szymanski