0001144204-14-063393 Sample Contracts

FIFTH STREET ASSET MANAGEMENT INC. REStricted STOCK UNIT grant notice and restricted sTOCK UNIT agreement
Restricted Stock Unit Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware

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.

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FIFTH STREET ASSET MANAGEMENT INC.
Non-Qualified Stock Option Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware

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 option to purchase the number of the shares of Class A Common Stock set forth below (the “Option”), which Option shall be subject to vesting based on the Participant’s continued service with the Company or an Affiliate, as provided herein. The Option is subject to all of the terms and conditions as set forth herein and in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the “Agreement” or “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise provided for herein, the terms defined in the Plan shall have the same defined meanings in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement.

FIFTH STREET ASSET MANAGEMENT INC. NON-QUALIFIED STOCK OPTION grant notice and NON-QUALIFIED STOCK OPTION agreement for non-employee directors
Non-Qualified Stock Option Agreement • October 28th, 2014 • Fifth Street Asset Management Inc. • Investment advice • Delaware

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 option to purchase the number of the shares of Class A Common Stock set forth below (the “Option”), which Option shall be subject to vesting based on the Participant’s continued service with the Company or an Affiliate, as provided herein. The Option is subject to all of the terms and conditions as set forth herein and in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the “Agreement” or “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise provided for herein, the terms defined in the Plan shall have the same defined meanings in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement.

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