Exhibit
10-5-3


 


RESTRICTED STOCK UNIT
GRANT NOTICE

UNDER THE

MEDLEY MANAGEMENT Inc.

2014 OMNIBUS INCENTIVE PLAN

(Non-Employee Directors)


 


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 the applicable vesting date (or event), one hundred percent (100%) of the Restricted Stock Units will vest on the first anniversary of the Date of Grant;
	 	 
	 	provided, however, that in the event that a Change in Control occurs, such Participant shall fully vest in such Participant’s Restricted Stock Units.


 


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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES
RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, 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 AND THE PLAN.



 



 


Participant1


 


________________________________





 





 






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]


  




    	 



    	 



    

  


MEDLEY
MANAGEMENT Inc.


 


________________________________

By:

Title: 


[Signature Page to Restricted Stock Unit
Award]


 




    	 



    	 



    

 


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.
The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.


 


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 or service 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.


 


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.


 




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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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