Exhibit 10.1


 





 


  


 [Date]


 


[ Name and address ]


  


 


RE:           MOF II CARRIED INTEREST BONUSES


 


Dear [                         ],


 


The purpose of this letter
agreement (the "MOF II Carried Interest Bonus Agreement" or "Agreement") is to document the terms
and conditions under which you will be eligible to receive from Medley Capital LLC (the "Company"), in addition
to any other compensation to which you may be entitled, with effect from [ Date ], certain incentive cash bonuses tied to the performance
of Medley Opportunity Fund II LP (the "MOF II Carried Interest Bonuses”).


 


A.           MOF
II Carried Interest Bonuses. You will receive from the Company cash bonuses equal to [ ]% of Carried Interest received by or
on behalf of MOF II GP LLC (“MOF II GP”) as general partner of Medley Opportunity Fund II LP in accordance with
the terms and conditions of the Third Amended & Restated Limited Partnership Agreement
of Medley Opportunity Fund II LP, dated June 13, 2012 (“MOF II LPA”). For purposes of this Agreement, Carried Interest
shall have the meaning attributed to such term in the MOF II LPA.


 


B.           Conditions.
In all cases, payment of amounts in respect of the MOF II Carried Interest Bonuses are conditioned upon:


 


a.           Your continued
employment with the Company; your right to continue to receive MOF II Carried Interest Bonuses shall cease automatically upon termination
of your employment for any reason; and


 


b.           The
absence of any material breach, Cause or other Detrimental Activity by you under that certain Confidentiality, Non-Interference,
and Invention Assignment Agreement dated [ ], between you
and Medley Management Inc., as may be amended, modified or updated from time to time (the “Confidentiality, Non-Interference,
and Invention Assignment Agreement”).


 


C.           Timing.
MOF II Carried Interest Bonuses shall be paid to you with the next regular payroll cycle following each distribution (other than
tax distributions up to the Tax Distribution Amount) made by MOF II GP to Medley LLC and its other members of Distributable Cash
attributable to Carried Interest received from Medley Opportunity Fund II LP.


 


D.           Clawback.
The MOF II Carried Interest Bonuses paid by the Company to you are subject in all respects to the Clawback provisions set forth
in the MOF II LPA (including but not limited to sections 10.4(c) and (e) thereof) as if you were an equity owner in MOF II GP
LLC and you agree that the Company may require you to return the MOF II Carried Interest Bonuses in respect of Medley Opportunity
Fund II LP to the extent MOF II GP LLC or its equity owners are required to return or offset Carried Interest payments in order
to comply with such provisions.





 





 



 





	280 Park Avenue, 6th Floor East	 	600 Montgomery Street, 35th Floor
	New York, NY 10017	 	San Francisco, CA 94111
	Tel:  212.759.0777	 	Tel: 415.568.2760
	Fax: 212.759.0091	 	Fax:  415.358.5514









 






    	 	 	 



     


    




 


 





March 17, 2016


 




E.           Miscellaneous.


 


1.           Taxes/Withholding.
The Company shall withhold such amounts from any MOF II Carried Interest Payments consistent with applicable tax laws and regulations
of the relevant jurisdictions. In the event that changes in tax laws, or tax law determinations or rulings result in a material
adverse change in the tax treatment of these payments by us or to you, we agree to negotiate in good faith regarding an appropriate
amendment to this Agreement which is reasonably necessary and appropriate to mitigate any negative or unintended tax consequences.


 


2.           Disputes.
If any questions should arise with respect to the operation of this Agreement that are not specifically provided for in this Agreement,
or with respect to the interpretation of this Agreement or the tax treatment of the payments to be made hereunder, the Company
will make a final determination with respect to any such questions and interpret this letter in good faith and its determination
and interpretation so made shall be formal and binding on all parties.


 


3.           Employment
Term. Nothing in this Agreement is intended to create or imply a fixed term of employment, guarantee of continued employment
or otherwise change the at-will nature of your employment. Either you or the Company may terminate your employment at any time
and for any reason, with or without cause, including, without limitation, as the term Cause is defined above, and with or without
notice.


 


4.           Section 409A.  This
Agreement is intended to comply with or to be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated
thereunder and this Agreement shall be interpreted consistently with such intent. 


 





	 	Medley Capital LLC	 
	 	a Delaware limited liability company	 
	 	 	 
	 	 	 
	 	BY:
                                                                              	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: 	 




           


 


Agreed and Accepted this
[________________]


  


__________________________


Name: [                                       ]




 


 






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