Exhibit 10.1


 





 


December 15, 2015


 


ZAIS Group LLC


2 Bridge Ave Suite 322


Red Bank, NJ 07701


 


Mr. Gregory Barrett


 


Dear Mr. Barrett,


 


Please let this letter serve as confirmation of your offer of
employment by ZAIS Group LLC (“ZAIS”), as Managing Director – Head of the Client Relations and Business Development,
reporting to ZAIS’ President. You will commence full time employment at ZAIS’ Red Bank, New Jersey headquarters on
December 28, 2015 or a subsequent date, not later than February 1, 2016, if required in order to allow you to comply with your
contractual employment obligations to Neuberger Berman. If, due to your contractual employment obligations to Neuberger Berman,
you are unable to, and do not, commence full time employment by February 1, 2016, this offer of employment will be automatically
and without notice withdrawn and be null and void. You will become a member of the ZAIS Management Advisory Committee and an Observer
of the ZAIS Investment Committee.


 


Employment with ZAIS is on an at-will basis. That means that
either you or ZAIS may end the employment relationship at any time, for any reason or no reason, with or without notice. Your
position is a full time exempt position.


 


Your annual base salary will be $300,000, prorated for the calendar
year in which you commence your employment by ZAIS, payable in semimonthly installments of $12,500, and subject to all federal,
state, and local withholdings, and deductions for your participation in ZAIS’ employee benefit plans.


 


In addition to your base salary, you will receive $400,000 (“Sign
on Bonus”) to be paid in cash within five business days from the date you commence employment by ZAIS.


 


In addition to your base salary, and the Sign on Bonus, for
2016, you will receive guaranteed year end incentive compensation in the amount of $1,100,000 (“2016 Guaranteed Incentive
Compensation”) to be paid in cash by ZAIS in the first quarter of 2017 on such date that is consistent with the timing of
the payment of ZAIS’ 2016 discretionary incentive compensation awards, but no later than March 15, 2017 (“2016 Payment
Date”). Payment of 2016 Guaranteed Incentive Compensation is contingent upon your not being terminated for Cause (as defined
in the ZAIS Group LLC Employee Handbook, as of the date of this letter) or not voluntarily resigning prior to 2016 Payment Date.
In the event of 1) your voluntary termination of your employment by ZAIS prior to 2016 Payment Date or 2) involuntary termination
by ZAIS for Cause (as defined in the ZAIS Group LLC Employee Handbook, as of the date of this letter) prior to 2016 Payment Date,
2016 Guaranteed Incentive Compensation will be forfeited in its entirety.


 




     


     


    

  


In addition, for 2017, you will receive guaranteed year end
incentive compensation in the amount of $1,000,000 (“2017 Guaranteed Incentive Compensation”) to be paid in cash by
ZAIS in the first quarter of 2018 on such date that is consistent with the timing of the payment of ZAIS’ 2017 discretionary
incentive compensation awards, but no later than March 15, 2018 (“2017 Payment Date”). Payment of 2017 Guaranteed Incentive
Compensation is contingent upon your not being terminated for Cause (as defined in the ZAIS Group LLC Employee Handbook, as of
the date of this letter) or not voluntarily resigning prior to 2017 Payment Date. In the event of 1) your voluntary termination
of your employment by ZAIS prior to 2017 Payment Date or 2) involuntary termination by ZAIS for Cause (as defined in the ZAIS Group
LLC Employee Handbook, as of the date of this letter) prior to 2017 Payment Date, 2017 Guaranteed Incentive Compensation will be
forfeited in its entirety. For the avoidance of doubt, for any termination of your employment, other than 1) involuntary termination
by ZAIS for Cause (as defined in the ZAIS Group LLC Employee Handbook, as of the date of this letter) or 2) your voluntary termination
of your employment, (i) prior to the payment of the 2016 Guaranteed Incentive Compensation, you shall be paid the 2016 Guaranteed
Incentive Compensation on the 2016 Payment Date and the 2017 Guaranteed Incentive Compensation on the 2017 Payment Date; or (ii)
prior to the payment of the 2017 Guaranteed Incentive Compensation, you shall be paid the 2017 Guaranteed Incentive Compensation
on the 2017 Payment Date. Each payment hereunder that qualifies as “deferred compensation” under Section 409A of the
U.S. Internal Revenue Service and its implementing regulations and notices (“Section 409A”) shall be deemed to be a
“separate payment” for purposes of Section 409A.


 


In addition to your base salary, the Sign on Bonus, and the
2016 Guaranteed Incentive Compensation and the 2017 Guaranteed Incentive Compensation, you will receive an equity award within
five business days of your start date in the form of 100,000 Class B-0 Units of ZAIS Group Parent, LLC (“the B-0 Award”),
with a vesting date of March 17, 2017. Information concerning your rights, obligations and restrictions in accepting the B-0 Award
is contained in the Restricted Unit Award Agreement, the Registration Rights Agreement, the Tax Receivables Agreement, the Exchange
Agreement, the Joinder Agreement, and the Second Amended and Restated LLC Agreement of ZAIS Group Parent, LLC, all of which will
be provided under separate cover.


 


The payment, the amount, the timing, and character of additional
compensation for 2015, 2016, and 2017, if any, beyond the base salary, the Sign on Bonus, the 2016 Guaranteed Incentive Compensation,
the 2017 Guaranteed Incentive Compensation, and the B-0 Award is at the sole discretion of ZAIS, and will be determined by, among
other factors, both ZAIS’ financial results and your individual performance. No such additional compensation has been promised
to you with respect to 2015, 2016, and 2017 and you are not relying on the prospect of additional compensation in accepting this
offer of employment.


 




     


     


    

  


As a further condition to your employment at ZAIS, you will
be required to execute a non-competition agreement with ZAIS containing customary confidentiality, non-competition, and non-solicitation
provisions. This agreement will be provided separately from this offer of employment.


 


Upon joining ZAIS, you may not engage in any selling activity
until you have consulted with the ZAIS Legal and Compliance Department about whether you must register with the NFA, and, presuming
registration is required, your registration is determined to be effective.


 


SEC Rule 206(4)-5 “Political Contributions by Certain
Investment Advisers” may place certain restrictions on ZAIS as a result of your past and future political contributions.
Therefore, as an additional condition of your employment, you will be required to provide a list of all political contributions
made by you and members of your household during the past 24 months by completing Attachment I of this letter - “Political
Contributions – Employment Candidate Disclosure”. Any misrepresentation of, or omission of any contributions from this
information request, will be cause for your dismissal from employment.


 


We understand, and you confirm, that you (i) are a citizen of
the United States or are legally eligible to work here, (ii) are not registered as an investment advisor under the Investment Advisors
Act of 1940, (iii) do not maintain any other federal or state securities registrations or licenses (other than your Series 7, Series
63, and Series 65 licenses, which will not be registered with a broker-dealer once you become a ZAIS employee), (iv) are not subject
to any order issued by the Securities and Exchange Commission or any other securities regulator, (v) have never been convicted
of, or plead guilty to a crime, (vi) are not a defendant in any litigation, (vii) have never been accused in any litigation or
regulatory action of any violations of federal, state or foreign securities laws or breach of fiduciary duty, (viii) are not aware
of any investigation or examination commenced or contemplated to be commenced against you by any governmental agency, regulatory
authority or securities or commodities exchange in the United States or elsewhere, and (ix) are not subject to any employment agreement
or contract that would be violated by your employment with ZAIS or any post-employment contractual or other restriction which would
limit your ability to compete with your former employer or solicit any actual or potential investor client of ZAIS.


 


This offer of employment, and your continued employment, are
contingent upon the accuracy of the foregoing as well as the results of both a background check (for which we will request your
authorization), and reference checks (for which you will provide us at least three names). The results of the background check
are generally made available 3 to 4 weeks after such authorization is provided. If the background check or reference checks reveal
any information that ZAIS may deem to represent a risk to ZAIS, we reserve the right to rescind this offer.


 




     


     


    

  


You will be entitled to four weeks of paid time off per year
(this is all inclusive of vacation, sick days, personal days, etc.), pro-rated for the first calendar year based on your date of
hire. The benefits at ZAIS include:


 


Medical and dental insurance with employee co- pay;
Vision plan


401K (after three months continuous employment)


$50,000 life insurance and basic LTD disability coverage


 


If the above terms are agreeable to you, please sign below,
and return this letter to Ann O’Dowd.


 


If not countersigned and returned to ZAIS by you, this offer
of employment automatically and without notice expires and becomes null and void at 5:00 PM New York City time December 21, 2015


 


Regards,


 


	/s/ Michael Szymanski	 	 
	Michael Szymanski	 	/s/ Gregory Barrett
	ZAIS Group LLC	 	Gregory Barrett


 


CC: Christian Zugel, Ann O’Dowd


 




     


     


    




 


ATTACHMENT I


 


POLITICAL CONTRIBUTIONS – EMPLOYMENT
CANDIDATE DISCLOSURE


 


SEC Rule 206(4)-5 concerning “Political
Contributions by Certain Investment Advisers” may place certain restrictions on ZAIS as a result of your past and future
political contributions to candidates, successful candidates or holders of state or local public office in the U.S., or to candidates
for federal office if they currently hold a state or local political office in the U.S. (collectively, “Political Contributions”).


 


As a condition of your employment, please
either acknowledge your understanding of this requirement and state you have made no such contributions, or provide a list of all
such political contributions you and members of your household made during the past 24 months. Any misrepresentation or
omission about your contributions may be cause for your dismissal from employment.


 





	A.	X	 I have made no Political Contributions, nor have any members of my household, during the past 24 months. 
	B.	 	 I (or members of my household) have made one or more Political Contributions during the past 24 months.







  


	/s/ Gregory Barrett	 (Name/Signature)


 


If you checked B., above, please provide
the following information for each political contribution that has been made. Attach additional pages, as needed.


 


	Public Office:	 
	 	 
	Jurisdiction:	 
	 	 
	Recipient: 	 
	 	 
	Value:	 
	 	 
	Date of Contribution:	 


Attach additional pages if necessary