Exhibit 10.3





 


FIFTH
STREET ASSET MANAGEMENT INC.


2014
OMNIBUS incentive plan


REStricted
STOCK UNIT grant notice and 


restricted
sTOCK UNIT agreement


 


Fifth Street Asset
Management Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Omnibus Incentive Plan
(the “Plan”), hereby grants to the individual listed below (the “Participant”)
an award of Restricted Stock Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based
on the Participant’s continued service with the Company, as provided herein. This award of RSUs, together with any accumulated
dividend equivalents as provided herein (the “Award”), is subject to all of the terms and conditions
as set forth herein, and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”)
and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Restricted Stock Unit Grant Notice (the “Grant Notice”)
and the Agreement.


 


	Participant:	 	 
	 	 	 
	Grant Date:	 	 
	 	 	 
	Number of RSUs:	 	 
	 	 	 
	Vesting Schedule:	 	
        Subject to the terms
        and conditions of the Agreement and the Plan, [FOR LEONARD TANNENBAUM, BERNIE BERMAN, ALEX FRANK AND IVELIN DIMITROV: 1/3rd
        of the total number of RSUs granted hereunder shall vest on each of the fourth, fifth and sixth anniversaries of the Grant Date]
        [FOR TODD OWENS ONLY: following the third anniversary of the Grant Date, 1/36th of the total number of RSUs granted
        hereunder shall vest commencing on the first monthly anniversary of such third anniversary date, and 1/36th of the total
        number of RSUs granted hereunder shall continue to vest on each monthly anniversary thereafter], provided that no Termination of
        Employment has occurred prior to each applicable vesting date; provided, however, that

         

        (i)      if         the
        Participant incurs a Termination of Employment without Cause  or for Good Reason
        [FOR BERNARD BERMAN, ALEX FRANK, IVELIN DIMITROV and TODD OWENS: (as such
        term         is defined in the Participant’s employment agreement with the Company or any Affiliate)][FOR
        LEONARD TANNENBAUM:         (as defined below)], then, the portion of the RSUs that shall be deemed to be vested as of
        the date of such termination shall be         equal to the greater of (A) the portion of RSUs that is already vested as of
        the date of such termination, and (B) a pro-rata portion         of the RSUs that is calculated by multiplying the total
        number of RSUs granted hereunder by a fraction, the numerator of which         is the number of full calendar months between
        the Grant Date and the date that is the 12-month anniversary of such termination,         and the denominator of which is 72,
        provided that in no event shall such fraction be greater than one (1); [FOR LEONARD TANNENBAUM:         for purposes
        of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without
        the Participant’s express written consent, unless such events are cured by the Company within 30 days following written
        notification         by the Participant to the Company that the Participant intends to terminate employment for any of the
        following reasons: (i) a         material diminution in the Participant’s base salary at the rate in effect immediately
        prior to the reduction or the failure         to pay the Participant any salary or any earned and due bonus or incentive
        payments; (ii) a material diminution in the Participant’s         duties, authorities or responsibilities (other than
        temporarily while physically or mentally incapacitated or as required by applicable         law and other than in connection
        with any service on any informal management committees associated with the Company or its Affiliates);         (iii) the
        termination of the Participant’s rights to any material employee benefit, except to the extent that any such benefit
        is replaced with a comparable benefit, or a material reduction in scope or value there, other than as a result of
        across-the-board         reductions or terminations affecting senior executives of comparable status of the Company
        generally; or (iv) a change by the Company         in the location at which the Participant performs his principal duties for
        the Company to a new location that is more than 50 miles         from Greenwich, Connecticut. The Participant shall provide
        the Company with a written notice detailing the specific circumstances         alleged to constitute Good Reason within 30
        days after the first occurrence of such circumstances (or any claim of such circumstances         as “Good
        Reason” shall be deemed irrevocably waived by the Participant), and in no event shall the Participant be entitled
        to resign for Good Reason more than 180 days following the occurrence of any event alleged to constitute Good Reason];
        and



 




    	 



    	 



    

  


	 	 	(ii)     in the event of a Change in Control solely pursuant to which Leonard Tannenbaum and his Affiliates collectively cease to have voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, and provided that such Change in Control constitutes a “change in control event” within the meaning of Code Section 409A, then 100% of the RSUs shall vest in full immediately prior to the consummation of such Change in Control.


 


By the Participant’s
signature below, or by the Participant’s submitting his or her electronic acceptance of the Award subject to this Grant Notice
using the website of the Company’s designated brokerage firm, the Participant agrees to be bound by the terms and conditions
of the Plan, the Agreement and this Grant Notice. The Participant agrees to access copies of the Plan and the prospectus governing
the Plan (collectively, the “Plan Documents”) on the Company’s intranet or on the website of the
Company’s designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the
Company’s corporate offices.


 


The Participant has
reviewed this Grant Notice, the Agreement and the Plan Documents in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Grant Notice or accepting the Award subject hereto and fully understands all provisions of this
Grant Notice, the Agreement and the Plan. The Participant agrees to accept as binding, conclusive and final all decisions or interpretations
of the Committee with respect to the Plan, this Grant Notice or the Agreement.


  


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 




    	2



    	 



    

 


 


IN WITNESS WHEREOF,
the undersigned has executed this Grant Notice effective as of the Grant Date.


 


	PARTICIPANT	 
	 	 
	By:	 	 
	Print Name:	 
	Address:	 


 




    	3



    	 



    

 





EXHIBIT
A


 


TO
REStricted STOCK UNIT grant notice


 


restricted
STOCK UNIT agreement


 


Pursuant
to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in
the Grant Notice, together with the right to receive any dividend equivalents pursuant to Section 2(f) below, subject to all of
the terms and conditions set forth in this Agreement and the Grant Notice. The Award is also subject to the terms and conditions
of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings
specified in the Plan and the Grant Notice, as applicable.


 


Terms and Conditions


 


1.            Grant
of RSUs. Effective as of the grant date set forth in the Grant Notice (the “Grant Date”), and
subject to the terms and conditions set forth in the Plan and this Agreement, the Committee has granted to the Participant, pursuant
to the Grant Notice and the Plan, the number of RSUs set forth in the Grant Notice and the right to receive accumulated dividend
equivalents pursuant to Section 2(f) below, subject to the restrictions, terms and conditions set forth in this Agreement and the
Plan. Each RSU represents the right to receive one share of Class A Common Stock at the time provided for herein, together with
any dividend equivalent issued in respect thereof. The Participant’s right to receive shares of Class A Common Stock and
dividend equivalents under this Agreement shall be no greater than the right of any unsecured general creditor of the Company.


 


2.            RSUs.


 


(a)          Rights
as a Stockholder. The Participant shall have no rights of a stockholder with respect to the shares of Class A Common Stock
represented by RSUs, including, but not limited to, the right to vote and to receive dividends, unless and until such shares of
Class A Common Stock are transferred to the Participant pursuant to the Plan and this Agreement.


 


(b)          Vesting
and Payment. Subject to Section 2(c) below and the other terms and conditions of this Agreement, the RSUs and any accumulated
dividend equivalents (as provided under Section 2(f) below) shall become vested in accordance with the vesting schedule set forth
in the Grant Notice (but will remain subject to the terms of this Agreement and the Plan), provided that the Participant
has not experienced a Termination of Employment prior to each applicable vesting date. Except as set forth in the Grant Notice,
there shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on
the applicable vesting date. Subject to the terms of this Agreement and the Plan, the shares of Class A Common Stock and any accumulated
dividend equivalents shall be delivered and paid to the Participant as soon as practicable following the applicable vesting date,
but not later than sixty (60) days thereafter.


 


(c)          Forfeiture.
Notwithstanding anything herein or in the Grant Notice to the contrary, (A) upon the Participant’s “separation from
service” (as such term is defined within the meaning of Code Section 409A) with the Company for any or no reason, 100% of
any and all unvested portion of the RSUs (together with any and all unvested accumulated dividend equivalents) outstanding as of
the date of such separation from service (other than any unvested RSUs and unvested accumulated dividend equivalents that become,
or are deemed to be, vested as of the date of such separation from service, as expressly provided in the Grant Notice) shall be
immediately forfeited and cancelled for no consideration, and shall cease to be outstanding, and (B) upon the Participant’s
“separation from service” (as such term is defined within the meaning of Code Section 409A) with the Company by the
Company for Cause, 100% of the RSUs (whether vested or unvested) (together with all accumulated dividend equivalents, whether vested
or unvested) outstanding as of the date of such separation from service shall be immediately forfeited and cancelled for no consideration,
and shall cease to be outstanding.


 




    	4



    	 



    

 





(d)          Restriction
on Transfer of RSUs. No RSUs shall be transferable by the Participant other than by will or by the laws of descent and
distribution. Any attempt to transfer the RSUs other than in accordance with the expressed terms of the Plan shall be void.


 


(e)          Certain
Legal Restrictions. The Plan, this Agreement, the granting,
vesting and settlement of the RSUs and any dividend equivalents, and any obligations of the Company under the Plan and this Agreement,
shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by any regulatory
or governmental agency as may be required, and to any rules or regulations of any exchange on which the shares of Class A Common
Stock are listed.


 


(f)          Dividend
Equivalents. During the period from the Grant Date through the date on which shares of Class A Common Stock underlying
vested RSUs are issued to the Participant pursuant to Section 2(b), the Company shall credit the Participant with dividend equivalents
equal to the dividends the Participant would have received if the Participant had been the actual record owner of the underlying
shares of Class A Common Stock on each dividend record date. If a dividend on the shares of Class A Common Stock is payable
wholly or partially in shares of Class A Common Stock, the dividend equivalent representing that portion shall be in the form of
additional RSUs, credited on a one-for-one basis. If a dividend on the shares of Class A Common Stock is payable wholly or partially
in cash, the dividend equivalent representing that portion shall also be in the form of cash, and the Participant shall be treated
as being credited with any cash dividends, without earnings, until settlement pursuant to Section 2(b) above. If a dividend on
shares of Class A Common Stock is payable wholly or partially in a form other than cash or shares of Class A Common Stock, the
Committee may, in its discretion, provide for such dividend equivalents with respect to that portion as it deems appropriate under
the circumstances. Dividend equivalents shall be subject to the same terms and conditions as the RSUs originally awarded pursuant
to the Grant Notice and this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the
same time as the original RSU award. Dividend equivalents representing the cash portion of a dividend on shares of Class A Common
Stock shall be settled in cash.


  


(g)          Disposition
of Class A Common Stock Acquired Upon Settlement.


 


(i)          Other
than with respect to any sale to cover tax withholdings as expressly permitted under Section 3 or except as otherwise provided
under Section 2(g)(ii) or (iii) below, the Participant hereby irrevocably agrees that he or she will not, directly or indirectly,
(A) sell, offer for sale, pledge or otherwise dispose of (except as otherwise provided herein) any shares of the Subject Securities
(as defined below) issued to the Participant hereunder, or (B) enter into any swap or other derivative transaction that transfers
to another, in whole or in part, any of the economic benefits or risks of ownership of the Subject Securities, whether any such
transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock or other securities,
in cash or otherwise (such restrictions in clauses (A) and (B), the “Sale Restrictions”). The aggregate
number of shares of Class A Common Stock issuable in respect of the RSUs as of the Grant Date shall be referred to herein as the
“Subject Securities.” Notwithstanding the foregoing, “Subject Securities” shall not include
any portion of the RSUs that has been forfeited or cancelled under the terms of this Agreement.


 




    	5



    	 



    

 





(ii)         Twenty-five
percent (25%) of the Subject Securities shall be released from, and no longer subject to, the Sale Restrictions on the date immediately
following each of the seventh, eighth, ninth and tenth anniversaries of the Grant Date, such that 100% of the Subject Securities
shall be free and clear of any Sale Restrictions as of the date immediately following the tenth anniversary of the Grant Date.
Notwithstanding the foregoing, one hundred percent (100%) of the Subject Securities shall be released
from, and no longer subject to, the Sale Restrictions immediately upon (i) the death of the Participant, (ii) the Termination of
Employment by the Company due to Disability, or (iii) the occurrence of a Change in Control solely pursuant to which Leonard Tannenbaum
and his Affiliates cease to have voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors.


 


(iii)        If
the Participant incurs a Termination of Employment without Cause or for Good Reason, then (A) to the extent at least fifty percent
(50%) of the Subject Securities has not been released pursuant to Section 2(g)(ii) above, then an aggregate of fifty percent (50%)
of the Subject Securities shall be deemed to be released from, and no longer subject to, the Sale Restrictions on the date of such
termination, and (B) one-hundred percent (100%) of the Subject Securities shall be free and clear of any Sale Restrictions as of
the twelve-month anniversary of such Termination.


 


(iv)         The
Participant hereby acknowledges and agrees that the acquisition or disposition of any Subject Securities shall be subject to Section
13.6 of the Plan, any and all applicable laws and stock exchange rules and regulations and any applicable Company insider trading
policy, “blackout” policy or other trading restrictions imposed by the Company from time to time.


 


3.            Withholding
of Taxes. The Company or any Subsidiary shall have the authority and the right to deduct or withhold from an amount paid
in cash, or require the Participant to remit to the Company, an amount paid in cash sufficient to satisfy any applicable federal,
state and local taxes (including the Participant’s FICA, employment tax or other social security contribution obligation)
required by law to be withheld with respect to any taxable event concerning the Participant arising as a result of the Plan or
this Agreement. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) repurchase or allow
the Participant to elect to have the Company repurchase shares of Class A Common Stock otherwise issuable hereunder or (ii) cause
the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent
to the applicable tax liabilities and remit such amount to or at the direction of the Participant’s employer or the Committee
in satisfaction of such tax liabilities. In addition, at the request and direction of the Participant, solely to the extent permitted
by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system
sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise
issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable
to the Committee to deliver promptly to the Company an amount in satisfaction of the applicable tax liabilities. Unless otherwise
determined by the Committee, the number of shares of Class A Common Stock which may be so repurchased or sold on behalf of the
Participant shall be limited to the number of shares of Class A Common Stock which have a fair market value on the date of repurchase
or sale (as the case may be) necessary to pay the aggregate amount of such liabilities based on the minimum statutory withholding
rates for federal, state and local income tax and payroll tax purposes that are applicable to such supplemental taxable income.


 




    	6



    	 



    

 





4.            Provisions
of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without
limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be
adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the
extent that any provision of this Agreement conflicts or is inconsistent with the terms set forth in the Plan, the Plan shall control,
and this Agreement shall be deemed to be modified accordingly.


 


5.           
Recoupment Policy.  The Participant acknowledges and
agrees that the RSUs granted to the Participant (including any shares of Class A Common Stock issued upon settlement thereof) shall
be subject to the terms and provisions of any “clawback” or recoupment policy that may be adopted by the Company from
time to time or as may be required by any applicable law (including, without limitation,
the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder).


 


6.            Detrimental
Activity. The provisions contained in Section 8.2(e) of the Plan regarding Detrimental Activity shall apply with respect
to this Award.


 


7.            Notices.
Any notice or communication given hereunder shall be in writing or by electronic means and, if in writing, shall be deemed to have
been duly given: (i) when delivered in person; (ii) two (2) days after being sent by United States mail; or (iii) on the first
business day following the date of deposit if delivered by a nationally recognized overnight delivery service, to the appropriate
party at the address set forth below (or such other address as the party shall from time to time specify):


 


If to the Company, to:


 


Fifth Street Asset Management Inc.


777 West Putnam Avenue, 3rd Floor


Greenwich, CT 06830


Attn.: Chief Compliance Officer


 


If to the Participant, to the address
on file with the Company.


 


8.            No
Guaranteed Employment. Nothing contained in this Agreement shall affect the right of the Company or any of its Affiliates
to terminate the Participant’s employment at any time, with or without Cause, or shall be deemed to create any rights to
employment or continued employment. The rights and obligations arising under this Agreement are not intended to and do not affect
the Participant’s employment relationship that otherwise exists between the Participant and the Company or any of its Affiliates,
whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended
to and does not amend any existing employment contract between the Participant and the Company or any of its Affiliates; to the
extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take
priority.


 


9.            Waiver
of Jury Trial. Each party to this Agreement, for itself and its affiliates, hereby irrevocably and unconditionally waives to
the fullest extent permitted by applicable law all right to trial by jury in any action, proceeding or counterclaim (whether based
on contract, tort or otherwise) arising out of or relating to the actions of the parties hereto or their respective affiliates
pursuant to this Agreement or in the negotiation, administration, performance or enforcement of this Agreement.


 




    	7



    	 



    

  


10.          Interpretation.
All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in
no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.


 


11.          No
Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of
this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or
any other covenant, duty, agreement or condition.


 


12.          Severability.
If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties
hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable
or void, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such
provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by
substituting therefor another provision that is legal and enforceable and achieves the same objectives.


 


13.         Counterparts.
This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.


 


14.         Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without
giving effect to its principles of conflict of laws.


 


15.         Entire
Agreement. This Agreement, together with the Grant Notice and the Plan Documents, contains the entire understanding of
the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated
herein or in the Plan) and supersedes any prior agreements between the Company and the Participant with respect to the subject
matter hereof.


 


16.          Miscellaneous.


 


(a)    This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives,
successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company or any Affiliate by which the Participant is employed, and require such successor to expressly assume and agree in writing
to perform, this Agreement.


 


(b)    The
Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it, any dividend equivalents
or any other property issued in respect of such RSUs will not be taken into account as “salary” or “compensation”
or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company
or any life insurance, disability or other benefit plan of the Company, unless specifically provided in the applicable plan.


 




    	8



    	 



    

 





(c)    No
modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party
against whom it is sought to be enforced.


 


(d)    To
the extent the Committee determines that any payment under this Agreement is subject to Section 409A of the Code, the provisions
of Section 13.14 of the Plan (including, without limitation, the six-month delay relating to “specified employees”)
shall apply.


 



    	9