Exhibit 10.1


 


ZAIS GROUP HOLDINGS, INC.


 


NON-EMPLOYEE DIRECTOR COMPENSATION
POLICY


 


The Board of Directors (the “Board”) of ZAIS
Group Holdings, Inc. (the “Company”) has adopted the following compensation policy, effective as of April 30, 2015,
for non-employee directors of the Company. The Compensation Policy has been developed to compensate non-employee directors of the
Company for their time, commitment and contributions to the Board. This policy shall apply to directors of the Company who are
not employed by the Company or one of its subsidiaries (each an “Eligible Director”).


 


CASH COMPENSATION


 


The retainer fees for Eligible Directors of the Company
will be as follows:


 


	Description	 	Annual Amount	 
	Annual Retainer	 	$	100,000	 



 


These retainer fees are paid to the director on a quarterly
basis, with each installment being equal to one-fourth of the annualized amount set forth above and being paid in arrears in cash
at the end of each quarter.


 


EQUITY-BASED COMPENSATION 


 


Initial Equity Grant.


 


Each Eligible Director who joins the Board after March
25, 2015 (who was not immediately prior to joining the Board an employee of the Company or one of its subsidiaries) shall be granted
an equity-based retainer award in the form of restricted stock units with a value at the time of issuance of approximately $100,000,
or such other value as determined by the Board. The number of shares subject to this initial equity retainer will be based on the
then current price of the Company’s common stock on the NASDAQ stock market and will vest at the first anniversary of the
date of grant. Each grant will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved
by the Board of Directors to evidence such type of grant pursuant to this policy. Eligible Directors whose Board service begins
after the start of a Company fiscal year following 2015 shall receive a grant pro-rated to reflect the number of days remaining
in such fiscal year.


 


Annual Grants.


 


Each Eligible Director shall be granted an annual equity-based
retainer award with a value at the time of issuance of approximately $100,000, or such other value as determined by the Board.
Such award shall normally be made at the first Board meeting each Company fiscal year in the form of grants of restricted stock
units and will vest based on twelve months of service or in accordance with such other vesting schedule as determined by the Board.


 




    	 



    	 



    

 


EXPENSE REIMBURSEMENT


 


Each of the Eligible Directors shall be entitled to receive reimbursement
for reasonable travel, lodging and other expenses which they properly incur in connection with their functions and duties as a
director.


 


MINIMUM STOCK OWNERSHIP GUIDELINES


 


Each Eligible Director must own shares of Common Stock in an amount
equal to two times his or her base annual cash retainer (excluding additional annual cash retainers for service as the Chairman
of the Board, committee chairpersons and committee members). Eligible Directors are required to achieve the applicable level of
ownership within five years of becoming subject to the requirements.


 


Equity that Counts Toward Meeting the Guidelines:


 


		·	Shares owned directly (e.g., shares purchased in the open
market, etc.)



		·	Shares owned indirectly (e.g., by a spouse, trust or limited
partnership or any other entity)



		·	Shares the receipt of which have been deferred



		·	Unexercised options which have vested (in an amount equal
to the difference between the option price and the      current share price)



		·	Vested restricted
stock units



 


Equity that Does Not Count Toward Meeting the Guidelines:


 


		·	Unexercised options which are unvested



		·	Unvested restricted stock units



 




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Compliance with the Guidelines:


 


Equity ownership guidelines for Eligible Directors are determined
as a multiple of his or her base annual cash retainer and then converted to a fixed number of shares based on an average of the
prior fiscal year’s quarter-end closing stock prices. Currently serving Eligible Directors will first become subject to the
guidelines as of April 1, 2015 which will be the initial date of determination for such Eligible Directors. Eligible Directors
becoming subject to the guidelines thereafter will have their individual guidelines established based upon the base annual cash
retainer at the time they become subject to the guidelines, which shall be the date of determination for such Eligible Director.
The guideline establishing the required ownership level based on a multiple of the base annual cash retainer will be re-determined
each December 1st thereafter based on the then-current annual cash retainer and an average of the prior fiscal year’s quarter-end
closing stock prices. Once established each year, an Eligible Director’s guideline does not change as a result of fluctuations
in the market price of the Common Stock. Once achieved, ownership of the guideline amount must be maintained for as long as the
Eligible Director is subject to the guidelines.


 


The Nominating and Governance Committee of the Board will
be responsible for monitoring compliance with these stock ownership guidelines.


 


EFFECTIVE DATE, AMENDMENT, REVISION AND TERMINATION


 


This policy may be amended, revised or terminated by the Compensation
Committee of the Board at any time and from time-to-time.


 




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