Exhibit
10.5.2


 


RESTRICTED STOCK UNIT
GRANT NOTICE

UNDER THE

MEDLEY management Inc.

2014 OMNIBUS INCENTIVE PLAN


 


Medley Management Inc. (the “Company”),
pursuant to its 2014 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the
number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as
set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection
with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Plan.


 


		Participant:	[Insert Participant Name]



 


		Date of Grant:	[Insert
                                         Date of Grant]



 


		Number of Restricted Stock Units: 	[Insert
No. of Restricted Stock Units Granted]



 


		Vesting Schedule:	Provided
the Participant has not undergone a Termination on or prior to each applicable vesting date (or event):



 


		·	One-third (1/3) of the Restricted Stock Units will vest on the third anniversary of the Date of Grant;



 


		·	One-third (1/3) of the Restricted Stock Units will vest on the fourth anniversary of the Date of Grant; and



 


		·	One-third (1/3) of the Restricted Stock Units will vest on the fifth anniversary of the Date of Grant;



 


			provided,however, that in the event that the Participant undergoes a
                                                                                Termination by the Service Recipient without Cause following a Change in Control, such Participant shall fully vest in such
                                                                                Participant’s Restricted Stock Units.



 


		Restrictive Covenants:	To
                                         the extent that the Participant is not already subject to a Confidentiality, Non-Interference,
                                         and Invention Assignment Agreement with the Company (the “Restrictive Covenants
                                         Agreement”), as an express condition to the grant of Restricted Stock Units
                                         pursuant to this Grant Notice, the Participant will enter into such Restrictive Covenants
                                         Agreement.



 


*         *         *


 




    	 



    	 



    

  


THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES
RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, THE PLAN AND THE RESTRICTIVE COVENANTS
AGREEMENT, AND, AS AN EXPRESS CONDITION
TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE
RESTRICTED STOCK UNIT AGREEMENT, THE PLAN AND THE RESTRICTIVE COVENANTS AGREEMENT.


 


Participant1


 


________________________________


 


MEDLEY
MANAGEMENT Inc.


 


________________________________

By:


Title:


 


 






1
To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept
this award electronically, such acceptance shall constitute the Participant’s signature hereof.


 


[Signature Page to Restricted Stock Unit
Award]




 







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RESTRICTED STOCK UNIT
AGREEMENT

UNDER THE

MEDLEY MANAGEMENT Inc.

2014 OMNIBUS INCENTIVE PLAN


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice),
and subject to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and
the Medley Management Inc. 2014 Omnibus Incentive Plan (the “Plan”), Medley Management Inc. (the “Company”)
and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in
the Plan.


 


1. Grant of Restricted
Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant
the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured
right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to the
Participant under this Restricted Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include
any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves
all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional
Restricted Stock Units.


 


2. Vesting.
Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such
Restricted Stock Units shall lapse as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time
that such Restricted Stock Unit remains subject to vesting shall be its Restricted Period.


 


3. Settlement of
Restricted Stock Units. 


 


(a) Subject to Section 16 of this Restricted Stock Unit Agreement,
on each applicable vesting date (or event), the Company shall issue to the Participant, or his or her beneficiary, without charge,
one (1) share of Common Stock (or other securities or other property, as applicable) for each outstanding Restricted Stock Unit
scheduled to vest on each such vesting date (or event) by delivering such share of Common Stock by book entry credit to a custody
account or to a brokerage account, as approved or required by the Committee; provided, however, that the Committee may,
in its sole discretion, elect to pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common
Stock in respect of such Restricted Stock Units. If a cash payment is made in lieu of issuing shares of Common Stock, the amount
of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed
with respect to such Restricted Stock Units. Subject to Section 16 of this Restricted Stock Unit Agreement, during the period between
each applicable vesting date (or event) and the [•]2
anniversary of such vesting date (or event), the Participant shall not be permitted to sell, exchange, transfer, assign, pledge,
hypothecate, fractionalize, hedge or otherwise dispose of (including through the use of any cash-settled instrument), whether voluntarily
or involuntarily, the shares of Common Stock underlying the Restricted Stock Units that vested on such vesting date (or event),
and any such purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition
shall be void.


 


 






2
Period to range from thirty (30) days to one (1) year based on employee’s level.


 




    	 



    	 



    

  


(b) The holder of outstanding
Restricted Stock Units shall be entitled to be paid dividend equivalent payments (upon the payment by the Company of dividends
on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair
Market Value equal to the amount of such dividends.


 


4. Treatment of
Restricted Stock Units Upon Termination. The provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference
and made a part hereof.


 


5. Company; Participant.


 


(a) The term “Company”
as used in this Restricted Stock Unit Agreement with reference to employment shall include the Company and its subsidiaries.


 


(b) Whenever the word
“Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision
should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock
Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed
to include such person or persons.


 


6. Non-Transferability.
The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section
14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights
represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee
any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate
and become of no further effect.


 


7. Rights as Stockholder.
 The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a stockholder with respect
to any share of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall have become the holder of
record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights
in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become
the holder of record or the beneficial owner thereof.


 


8. Tax Withholding.
The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof.


 




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9. Notice.
Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant
shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time
to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that,
unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be
mailed or delivered to the Company at its principal executive office, to the attention of the General Counsel, and all notices
or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant
at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices
and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent
in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time
to time.


 


10. No Right to
Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an
employee or service provider to the Company.


 


11. Binding Effect.
This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties
hereto.


 


12. Waiver and
Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification
of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto;
provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf
by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed
as a continuing waiver.


 


13. Governing Law.
This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware,
without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit
Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating
to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction
of and venue in the courts of Delaware.


 


14. Plan. The
terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the
terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control.


 


15. Section 409A.
It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the
“short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published
by the Internal Revenue Service thereunder.


 




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16. Clawback/Forfeiture.
Notwithstanding anything to the contrary contained in the Plan, the Grant Notice or this Restricted Stock Unit Agreement, if the
Participant otherwise has engaged in or engages in any Detrimental Activity, (i) the Committee may in its sole discretion cancel
such Award, and (ii) the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the
gain to the Company. The Committee may also provide that if the Participant receives any amount in excess of what the Participant
should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement,
mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount
to the Company. Without limiting the foregoing, all Awards shall be and remain subject to any clawback or similar policy, adopted
by the Board or the Committee, as may be in effect from time to time.









  








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