Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2015

CIFC CORP.

(Exact name of Registrant as specified in its governing document)

Delaware
(State or other jurisdiction of
incorporation)

001-32551
(Commission File Number)

20-2008622
(I.R.S. Employer
Identification No.)

250 Park Avenue, 4th Floor
New York, NY
(Address of principal executive offices)

10177
(Zip Code)

(212) 624-1200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On December 31, 2015, pursuant to the Agreement and Plan of Merger, dated November 11, 2015 (the “Merger Agreement”), by and among CIFC LLC, a Delaware limited liability company (“CIFC LLC”), CIFC Corp., a Delaware corporation (the “Company”), and CIFC Merger Corp., a Delaware corporation and wholly-owned subsidiary of CIFC LLC (“Merger Corp.”), Merger Corp. merged with and into the Company with the Company as the surviving entity (the “Merger”). See Item 2.01 (Completion of Acquisition or Disposition of Assets) below for more information on the Merger. Entry into the Merger Agreement was previously announced by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed with the U.S. Securities and Exchange Commission (“SEC”), and stockholder approval of the Merger was previously announced by the Company in its Current Report on Form 8-K filed with the SEC on December 17, 2015. This Current Report on Form 8-K (the “Form 8-K”) is being filed for the purpose of establishing CIFC LLC as the successor issuer with respect to the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to disclose certain related matters, including the consummation of the Merger and the entry into the March 2010 Notes Supplemental Indenture and the October 2010 Notes Supplemental Indenture (each as defined below). Pursuant to Rule 12g-3(a) under the Exchange Act, the shares representing limited liability interests in CIFC LLC, as the successor issuer to the Company, are deemed registered under Section 12(b) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2015, the Company became a wholly-owned subsidiary of CIFC LLC as a result of the Merger, and each of the First Supplemental Indenture, dated as of December 31, 2015 (the “March 2010 Notes Supplemental Indenture”), among the Company, CIFC LLC, CIFC Holdings II LLC, a Delaware limited liability company (“CIFC Holdings II”), and CIFC Holdings III LLC, a Delaware limited liability company, as guarantors (together with CIFC LLC and CIFC Holdings II, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), to the Junior Subordinated Indenture dated March 4, 2010 (the “March 2010 Notes Base Indenture”), between the Company and the Trustee, and the First Supplemental Indenture, dated as of December 31, 2015 (the “October 2010 Notes Supplemental Indenture”), among the Company, the Guarantors and the Trustee, to the Junior Subordinated Indenture dated October 20, 2010 (the “October 2010 Notes Base Indenture”), between the Company and the Trustee, were entered into. Pursuant to the March 2010 Supplemental Notes Indenture, the Guarantors will unconditionally guarantee, on a junior subordinated basis, all of the Company’s obligations under the Company’s $95.0 million aggregate principal amount of Junior Subordinated Notes due 2035 (the “March 2010 Notes”) issued under the March 2010 Notes Base Indenture, and pursuant to the October 2010 Notes Supplemental Indenture, the Guarantors will unconditionally guarantee, on a junior subordinated basis, all of the Company’s obligations under the Company’s $25.0 million aggregate principal amount of Junior Subordinated Notes due 2035 (the “October 2010 Notes”) issued under the October 2010 Notes Base Indenture.

The foregoing description of the March 2010 Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the March 2010 Notes Supplemental Indenture, which is attached as Exhibit 4.1 hereto and incorporated by reference herein. The foregoing description of the October 2010 Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the October 2010 Notes Supplemental Indenture, which is attached as Exhibit 4.2 hereto and incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 31, 2015, the Company completed the Merger and, in accordance with the Merger Agreement, Merger Corp. merged with and into the Company, with the Company continuing as the surviving entity and as a wholly-owned subsidiary of CIFC LLC. Consequently, CIFC LLC replaced the Company as the publicly traded company. Pursuant to the Merger Agreement, each share of the Company’s Common Stock issued and outstanding immediately prior to the Merger was converted on a one-for-one basis into the right to receive one issued and outstanding share representing a limited liability company interest in CIFC LLC (the “LLC Shares”), having substantially similar rights and privileges as the Common Stock being converted. The Merger Agreement was adopted by the Company’s stockholders at a special meeting of the stockholders held on December 16, 2015.

The conversion of Common Stock in connection with the Merger occurred without an exchange of stock certificates. Accordingly, stock certificates previously representing shares of Common Stock represent the same number of LLC Shares after the Merger. The limited liability company interests of CIFC LLC outstanding immediately prior to the Merger were cancelled.

On December 31, 2015, immediately prior to the consummation of the Merger, CIFC LLC adopted an amended and restated limited liability company agreement (the “LLC Agreement”). In general, the LLC Agreement was drafted to include substantially similar terms, conditions and procedures as were contained in the Company’s certificate of incorporation and the Company’s bylaws that were in effect immediately prior to the Merger and to provide holders of shares of CIFC LLC with rights substantially similar to the rights provided to them by the General Corporation Law of the State of Delaware (the “DGCL”), the Company’s certificate of incorporation and the Company’s bylaws that were in effect immediately prior to the Merger. However, due to certain differences between the Delaware Limited Liability Company Act and the DGCL, certain corporate stockholder rights cannot be replicated in their entirety in the LLC Agreement, as described in “Comparison of Rights of Stockholders of CIFC Corp. and Shareholders of CIFC LLC” of CIFC LLC’s proxy statement/prospectus that was included in the Registration Statement on Form S-4, originally filed by CIFC LLC with the SEC on August 17, 2015 (SEC File No. 333-206441), which description is incorporated herein by reference.

Immediately after the Merger, CIFC LLC is managed by a board of directors with the same directors, and has the same officers and management personnel, as that of the Company prior to the Merger.

Immediately prior to the consummation of the Merger, the board of directors of CIFC LLC formed the same board committees with identical members and substantially similar governing charters as those of the Company immediately prior to the Merger. The board of directors also adopted governance policies that are substantially similar to the corresponding policies governing the Company immediately prior to the Merger.

As a result of the Merger, CIFC LLC became the successor issuer to the Company with respect to the Company’s Common Stock pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12g-3(a) of the Exchange Act.

In connection with the consummation of the Merger, the LLC Shares have been approved for listing on the Nasdaq Stock Market and commenced trading on January 4, 2016 under the trading symbol “CIFC” and with CUSIP “12547R105.”

Pursuant to the Merger Agreement and the LLC Agreement, CIFC LLC assumed all obligations of the Company under the Company’s 2011 Stock Option and Incentive Plan (the “Stock Incentive Plan”). In accordance with Rule 414 under the Securities Act, following the filing of this Form 8-K, CIFC LLC will also file a post-effective amendment to the Company’s registration statements on Form S-8 (File Nos. 333-200865, 333-182129 and 333-176948) (the “Form S-8 Registration Statement”) to adopt said Form S-8 Registration Statement pursuant to Rule 414. The Common Stock that was issuable under the Stock Incentive Plan was automatically converted on a one-for-one basis into LLC Shares, with the same terms and conditions as each equity award had prior to the Merger, except that the shares issuable under each such award are now LLC Shares.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and which is attached as Exhibit 2.1 hereto and incorporated by reference herein.

The foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the LLC Agreement, which is attached as Exhibit 3.1 hereto and which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the March 2010 Notes Supplemental Indenture and the October 2010 Notes Supplemental Indenture under Item 1.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company notified the Nasdaq Stock Market that each share of Company Common Stock issued and outstanding immediately prior to the Merger would be converted on a one-for-one basis into the right to receive one issued and outstanding LLC Share. The Company requested that the Nasdaq Stock Market (i) suspend trading in the Company Common Stock as of the open of business on January 4, 2016 and (ii) file with the SEC an application on Form 25 to report that the Company Common Stock is no longer listed on the Nasdaq Stock Exchange. On January 4, 2016, (i) the Nasdaq Stock Market has suspended trading of the Company Common Stock prior to the open of business, and (ii) LLC Shares have commenced trading on the Nasdaq Stock Market under the symbol “CIFC.” The Company intends to file with the SEC Form 15 under the Exchange Act, requesting the deregistration of the Company Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company’s Common Stock.

Item 3.03 Material Modification to Rights of Security Holders.

The information that is required by this Item 3.03 is included in Item 2.01 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2015, the Company and Oliver Wriedt and Stephen J. Vaccaro agreed to an amended and restated time-based restricted stock unit award agreement relating to the 300,000 restricted stock units granted to each such executive on June 13, 2014. As the result of the amendment and restatement, the vesting schedule for tranches 3, 4 and 5 of each such award was amended to cliff vest on March 31, 2017, March 31, 2018 and March 31, 2019, respectively, subject to the executive’s continued employment with the Company or a subsidiary on the applicable vesting date. Prior to the amendment and restatement, tranches 3, 4 and 5 of each such award were scheduled to vest 20% on December 31 of the year to which it relates and quarterly thereafter for the next four years (with tranche 3 relating to 2016, tranche 4 relating to 2017 and tranche 5 relating to 2018). Following a “Sale Event” (as defined in the award agreements), the awards now provide that each of Messrs. Wriedt and Vaccaro are entitled to accelerated vesting of their unvested restricted stock units upon any termination of employment (other than a termination for cause) that occurs on or after the later of January 2, 2018 and the 18 month anniversary of such Sale Event. The impact of a termination of employment on the awards was otherwise not impacted by the amendment and restatement. The vesting schedule for tranches 1 and 2 of each such award was not revised. Each tranche covers 60,000 restricted stock units. If a Sale Event involves a purchaser or its ultimate parent that is privately held or publicly traded with limited liquidity and the restricted stock units are not terminated and cashed out in connection with such Sale Event, then each unvested restricted stock unit as of such Sale Event will be converted into a right to receive, upon settlement, a cash amount equal to the per share consideration received in such Sale Event (with such cash amount to be held in an irrevocable “rabbi trust” until payment is due).

In addition, on December 31, 2015, the Company and each of Messrs. Wriedt and Vaccaro agreed to an amended and restated performance-based restricted stock unit award agreement relating to 375,000 restricted stock units originally granted or promised to be granted to the executives on June 13, 2014. As the result of the amendment and restatement, the Company memorialized the 2015 restricted stock units granted to each such executive and awarded each such executive the 2016-2018 restricted stock units promised by the Company under the terms of the original award agreements. The Compensation Committee determined that 56,250 of the 75,000 restricted stock units relating to 2015 performance were earned, and will vest on March 31, 2016, subject to the executive’s continued employment with the Company or a subsidiary on such date. The remaining restricted stock units relating to 2015 performance were forfeited. The 2016-2018 restricted stock units (covering 75,000 restricted stock units for each such year) will be earned based on performance goals that will be established in the future. The restricted stock units earned for any such year will vest on March 31 of the immediately following calendar year, subject to the executive’s continued employment from the grant date to such vesting date. The earned 2014 restricted stock units (56,250 restricted stock units) will vest on December 31, 2016, subject to the executive’s continued employment on such vesting date. In the event of a termination due to death or disability, accelerated vesting (assuming achievement of all performance goals) will be provided with respect to the then in progress and immediately following performance periods. In the event of a termination of employment without “cause” or for “good reason” (as such terms are defined in the award agreements), in each case, after June 30 of a performance period, accelerated vesting will be provided (assuming achievement of all performance goals) for that performance period, provided that if such termination is within 6 months before, or at any time after, a “Sale Event” (as defined in the award agreement), then full vesting of any unvested restricted stock units is provided. In addition, following a Sale Event, any unvested restricted stock units will be converted to only time-based vesting awards and each of Messrs. Wriedt and Vaccaro are entitled to accelerated vesting of their unvested restricted stock units upon any termination of employment (other than a termination for cause) that occurs on or after the later of January 2, 2018 and the 18 month anniversary of such Sale Event. If a Sale Event involves a purchaser or its ultimate parent that is privately held or publicly traded with limited liquidity and the restricted stock units are not terminated and cashed out in connection with such Sale Event, then each unvested restricted stock unit as of such Sale Event will be converted into a right to receive, upon settlement, a cash amount equal to the per share consideration received in such Sale Event (with such cash amount to be held in an irrevocable “rabbi trust” until payment is due).

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the amended and restated restricted stock unit award agreements, which are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment and Restatement of Certificate of Incorporation

Effective December 31, 2015, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Merger.

A copy of the Restated Certificate is filed herewith as Exhibit 3.2 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective December 31, 2015, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the Merger.

A copy of the Restated Bylaws is filed herewith as Exhibit 3.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 11, 2015, by and among CIFC Corp., CIFC LLC and CIFC Merger Corp. (filed as Exhibit 2.1. to CIFC Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated by reference herein).

3.1		Amended and Restated Limited Liability Company Agreement of CIFC LLC, dated December 31, 2015 (filed as Exhibit 3.1 to CIFC LLC’s Current Report on Form 8-K filed with the SEC on January 5, 2016 and incorporated by reference herein).

3.2		CIFC Corp. Amended and Restated Certificate of Incorporation.

3.3		CIFC Corp. Amended and Restated Bylaws.

4.1		First Supplemental Indenture, dated as of December 31, 2015, to Junior Subordinated Indenture dated March 4, 2010, among CIFC Corp., CIFC LLC, CIFC Holdings II LLC, CIFC Holdings III LLC and U.S. Bank National Association (filed as Exhibit 4.1 to CIFC LLC’s Current Report on Form 8-K filed with the SEC on January 5, 2016 and incorporated by reference herein).

4.2		First Supplemental Indenture, dated as of December 31, 2015, to Junior Subordinated Indenture dated October 20, 2010, among CIFC Corp., CIFC LLC, CIFC Holdings II LLC, CIFC Holdings III LLC and U.S. Bank National Association (filed as Exhibit 4.2 to CIFC LLC’s Current Report on Form 8-K filed with the SEC on January 5, 2016 and incorporated by reference herein).

10.1		Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Oliver Wriedt.

10.2		Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Stephen Vaccaro.

10.3		Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Oliver Wriedt.

10.4		Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Stephen Vaccaro.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2016	CIFC Corp.

	By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel

Exhibit 3.2

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF CIFC CORP.

FIRST: The name of the Corporation is CIFC Corp. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County; and the name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD: The purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $.01 per share.

FIFTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation. Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SIXTH: Except as otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, to the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, modification or repeal.

Exhibit 3.3

CIFC CORP.

AMENDED AND RESTATED BY-LAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of CIFC Corp. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders of the Corporation may be called only by the Chief Executive Officer of the Corporation, a President of the Corporation or by the Board of Directors pursuant to a resolution approved by the Board of Directors.

Section 3. Notice. Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

Section 6. Action by Written Consent of Stockholders. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors. The Board of Directors of the Corporation shall consist of such number of directors as shall from time to time be fixed by resolution of the Board of Directors or by the stockholders. The Directors shall be elected by stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman of the Board or the Chief Executive Officer or President (or the officer of the Corporation acting in such capacity).

Section 3. Notice. Notice need not be given of regular meetings of the Board of Directors. At least one business day before each special meeting of the Board of Directors, written or oral (either in person or by telephone), notice of the time, date and place of the meeting and the purpose or purposes for which the meeting is called, shall be given to each Director; provided that notice of any meeting need not be given to any Director who shall be present at such meeting (in person or by telephone) or who shall waive notice thereof in writing either before or after such meeting.

Section 4. Quorum. One third of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 5. Committees. The Board of Directors may, by resolution adopted by the Board of Directors, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act as the replacement for the absent or disqualified member.

Section 6. Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

ARTICLE III

OFFICERS

The officers of the Corporation may consist of a Chief Executive Officer, a President, a Secretary, and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the Chief Executive Officer, if any, or any President, with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The Board of Directors may elect or appoint co-Chairmen of the Board, co-Chief Executive Officers or co-Presidents and, in such case, references in these By-Laws to the Chairman of the Board, the Chief Executive Officer or to the President shall refer to each such co-Chairman of the Board, co-Chief Executive Officer or co-President, as the case may be.

ARTICLE IV

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person

for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation.

Section 2. Advancement of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article IV or otherwise.

Section 3. Claims. If a claim for indemnification under this Article IV (following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article IV is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such

claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses hereunder or under applicable law.

Section 4. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article IV shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit entity.

Section 6. Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these By-Laws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

Section 7. Other Indemnification and Advancement of Expenses. This Article IV shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE V

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 2. Corporate Books. The books of the Corporation may be kept at such place within or outside the State of Delaware as the Board of Directors may from time to time determine.

Exhibit 10.1

CIFC CORP.

2011 STOCK OPTION AND INCENTIVE PLAN

AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company granted the Participant 300,000 time-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

1. Restricted Stock Unit Award. In accordance with the terms of the Plan, the Company granted to the Participant the right to receive an aggregate award of 300,000 Restricted Stock Units pursuant to the Existing Award Agreement. Each Restricted Stock Unit represents the right to acquire one share of Common Stock, subject to the terms and conditions herein. Unless the context dictates otherwise, all Restricted Stock Units shall be referred to hereinafter as the “Units.” From and after the Effective Date, the Units shall be subject to the terms and conditions of this Agreement, not the Existing Award Agreement.

2. Vesting.

(a) Except as provided in Section 6, the Units shall become vested and nonforfeitable (or, to the extent such date has already passed, have become vested and non-forfeitable) in installments as set forth below, subject to the Participant remaining in continuous Service on each Vesting Date:

Vesting Date	Units Vesting	Vesting Date	Units Vesting	Vesting Date	Units Vesting
December 31, 2014	12,000	September 30, 2016	6,000	June 30, 2018	6,000
March 31, 2015	3,000	December 31, 2016	6,000	September 30, 2018	6,000
June 30, 2015	3,000	March 31, 2017	66,000	December 31, 2018	6,000

September 30, 2015	3,000	June 30, 2017	6,000	March 31, 2019	63,000
December 31, 2015	15,000	September 30, 2017	6,000	June 30, 2019	3,000
March 31, 2016	6,000	December 31, 2017	6,000	September 30, 2019	3,000
June 30, 2016	6,000	March 31, 2018	66,000	November 28, 2019	3,000

(b) “Service” means the provision of services in the capacity of (i) an employee of the Company or its Subsidiaries, (ii) a non-employee member of the Company’s Board or the board of directors of a Subsidiary, or (iii) a consultant or other independent advisor to the Company or its Subsidiaries.

3. Settlement Date. The date on which any Units become vested and nonforfeitable pursuant to Section 2(a) or Section 6 shall be referred to herein as a “Settlement Date.” Dividends shall not accrue with respect to the Units unless and until such Units vest and are settled pursuant to this Agreement.

4. Form and Timing of Settlement.

(a) As soon as practicable following each Settlement Date (and in no event later than 30 days after the Settlement Date), the Company shall settle the Units that vested on such Settlement Date by issuing to the Participant the number of shares of Common Stock equal to the aggregate number of Units that vested on such Settlement Date and the Participant shall thereafter have all the rights of a stockholder of the Company with respect to such shares. No payment will be made hereunder for a fractional Unit, and any fractional Unit subject hereto on a Settlement Date will be forfeited.

(b) The Participant shall, no later than the date as of which the value of any Units or other amounts received hereunder first becomes includable in the gross income of the Participant for Federal income tax purposes, pay to the Company or a Subsidiary thereof, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company or a Subsidiary thereof with respect to such income. If the Participant elects to satisfy such obligation by withholding shares of Common Stock to be issued pursuant to settlement of a Unit, the Company and its Subsidiaries shall use best efforts to satisfy the minimum required tax withholding obligation by withholding from shares of Common Stock to be issued pursuant to settlement of a Unit a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

5. Shares Subject to Holding Period. Upon settlement of any Units, 50% of the shares of Common Stock acquired by the Participant (net of shares used to satisfy tax withholding obligations) shall be subject to a holding period during which the Participant may not transfer, sell or otherwise dispose of such shares of Common Stock, lasting until the earlier of (i) June 13, 2019 or (ii) 6 months after the Participant’s termination of Service. Notwithstanding the foregoing, if the Participant’s Service terminates upon his or her death, disability or Qualified Retirement, or if the Participant’s Service is terminated as described in Section 6(b) or Section 6(c), then the holding period shall expire upon such termination of Service. Additionally, no Holding Period shall apply following a Sale Event. The Company reserves the right to enforce the holding period by any reasonable means that it deems advisable. For purposes of this Agreement, “Qualified Retirement” means the Participant’s voluntary termination of Service after reaching age 65 and completing 10 years of service with the Company, its Subsidiaries or predecessors.

6. Termination of Service.

(i) “Cause” means:

(A) the breach by the Participant of any of the restrictive covenant provisions contained in Section 7 of this Agreement;

(B) the Participant’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud;

(C) any failure by the Participant to substantially comply with any written rule, regulation, policy or procedure of the Company or its Subsidiaries applicable to the Participant, which noncompliance could reasonably be expected to have a material adverse effect on the business of the Company or any Subsidiary;

(D) any failure by the Participant to comply with the Company’s or its Subsidiaries’ policies with respect to insider trading applicable to the Participant;

(E) a willful material misrepresentation at any time by the Participant to any member of the Board or any director or superior executive officer of the Company or its Subsidiaries;

(F) the Participant’s willful failure or refusal to comply with any of his or her material obligations to the Company or any of its Subsidiaries or a reasonable and lawful instruction of the Board or the person to whom the Participant reports; or

(G) commission by the Participant of any act of fraud or gross negligence in the course of his or her Service or any other action by the Participant, in either case that is determined to be materially detrimental to the Company or any of its Subsidiaries (which determination, in the case of gross negligence or such other action, shall be made by the Administrator in its reasonable discretion);

provided that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (A) or (C) that is capable of being cured shall not constitute Cause hereunder unless and until the Participant, after written notice from the Company to him specifying the circumstances giving rise to Cause under such clause, shall have failed to cure such act or omission to the reasonable satisfaction of the Administrator within 10 business days after such notice; and

provided further, that the Participant’s Service shall be deemed to have terminated for Cause if, after the Participant’s Service has terminated, facts and circumstances are discovered that would have justified a termination for Cause.

(ii) “Good Reason” shall mean, without the Participant’s consent, the occurrence of any of the following events:

(A) a material reduction in the Participant’s base salary;

(B) a material adverse change in the Participant’s responsibilities; or

(C) any requirement that the Participant’s primary place of employment be based anywhere more than 50 miles outside the city limits of New York, NY (provided that the same materially increases the Participant’s commute).

Notwithstanding the foregoing, “Good Reason” shall not exist with respect to the matters set forth in clauses (A), (B) or (C) above unless, after written notice from the Participant to the Administrator within 90 days after the first occurrence of the event alleged to give rise to Good Reason specifying the circumstances giving rise to Good Reason under such clause, the Company shall fail to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Participant within 10 business days after such notice and the Participant terminates Service within 30 days after such failure to cure.

(c) Voluntary Termination of Service by the Participant Without Good Reason. Except as otherwise provided in Section 6(e), upon any termination of Service by the Participant without Good Reason, the Participant will forfeit any unvested Units.

right to repurchase shares held by the Participant that were acquired through settlement of any Units at the Fair Market Value of such shares.

(e) Termination of Service in Connection with a Sale Event.

(i) If a Sale Event occurs and the Participant either (A) has his Service terminated by the Company or a Subsidiary thereof without Cause 6 months prior to the effective date of a Sale Event or at any time thereafter, (B) resigns for Good Reason 6 months prior to the effective date of a Sale Event or at any time thereafter or (C) terminates Service for any reason other than for Cause on or after the later of January 2, 2018 and the 18 month anniversary of such Sale Event, the Participant will receive accelerated vesting of the entirety of his or her unvested Units, with the Settlement Date to be the later of the date of such termination or such Sale Event. Any vesting required under Section 6(b) as the result of a termination of Service without Cause or for Good Reason shall continue to occur upon such termination in accordance with Section 6(b) (this Section 6(e) may provide additional vesting upon such termination or at a later date).

(ii) “Sale Event” shall mean the occurrence of any of the following events, provided that such event satisfies the requirements of Treasury Regulation 1.409A-3(i)(5)(v), (vi) or (vii):

(A) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;

(B) a merger, reorganization or consolidation pursuant to which the largest holder of the Company’s outstanding voting power immediately prior to such transaction ceases to be the largest owner of outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction;

(D) any other transaction in which the largest owner of the Company’s outstanding voting power prior to such transaction ceases to be the largest owner of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction.

Procedure 92-64 with a bank reasonably acceptable to the Participant. Within 30 days after a Unit becomes vested in accordance with Section 2(a) or this Section 6, the cash value of such Unit shall be paid to the Participant (less applicable withholdings and deductions). From and after such Sale Event, the Participant shall cease to have any right to receive Common Stock or other equity securities in respect of the Units.

Notwithstanding anything contained in this Agreement or the Plan to the contrary, the settlement of the Units shall not be accelerated other than as provided in this Section 6 (unless such acceleration is done in compliance with a permitted exception under Code Section 409A).

7. Confidentiality; Nondisparagement.

(a) Nondisclosure and Nonuse of Confidential Information. The Participant shall not disclose or use at any time, either during the Participant’s Service or thereafter, any Confidential Information (as defined below) of which the Participant is or becomes aware, whether or not such information is developed by the Participant, except to the extent that such disclosure or use is directly related to and required by the Participant’s performance of duties assigned to the Participant by the Company or its Subsidiaries. The Participant shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. For purposes of this Agreement, the term “Confidential Information” is defined to include all proprietary information or data relating to the business of Company or its Subsidiaries to which the Participant has access and/or learns prior to or during the Participant’s Service, including business and financial information; new product development; formulas, identities of and information concerning clients, vendors and suppliers; development, expansion and business strategies, plans and techniques; computer programs, devices, methods, techniques, processes and inventions; research and development activities; compilations and other materials developed by or on behalf of the Company or its Subsidiaries (whether in written, graphic, audio-visual, electronic or other media, including computer software). Confidential Information also includes information of any third party doing business with the Company or its Subsidiaries that such third party identifies as being confidential or that is subject to a confidentiality agreement with such third party. Confidential Information shall not include any information that is in the public domain or otherwise publicly available (other than as a result of a wrongful act of the Participant or an agent or other employee of the Company or its Subsidiaries, including a breach of this Section 7(a)).

(b) Non-disparagement. The Participant agrees not to make any communication to any third party (including, without limitation, any client (including potential clients) or employee of the Company or its Subsidiaries) that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to the business or business reputation of the Company or its Subsidiaries or their respective successors and assigns, and the then current and former officers, directors, shareholders, partners, members, employees, agents and consultants (or person acting in a similar capacity) of each of the foregoing.

words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, (ii) the parties shall request that the court exercise that power, and (iii) this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment or decision may be appealed.

(d) Remedy for Breach. In addition to the remedies available to the Company under this Agreement upon a breach or threatened breach of any of the covenants contained in this Section 7 (including termination of the Participant’s Service for Cause as described in Section 6), the Company shall also have and may seek enforcement of any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise.

8. Unit Transfer: Restriction on Settlement.

(a) Except as provided in subsection (c) below, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate this Agreement or any of the Units.

(b) Except as provided in subsection (c) below, during the Participant’s lifetime and subject to the terms of this Agreement and the Plan, only the Participant or his or her guardian or legal representative may receive any shares of Common Stock pursuant to settlement of any Units. The Administrator may, in its discretion, require a guardian or legal representative to supply it with the evidence the Administrator reasonably deems necessary to establish the authority of the guardian or legal representative to receive any shares of Common Stock pursuant to settlement of any Units on behalf of the Participant or transferee, as the case may be.

(c) This Agreement and the Units shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order (as defined in Code Section 414(p)(1)(B)) in settlement of marital property rights. Except to the extent required by law, no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant.

9. Securities Law Requirements. If at any time the Administrator determines that issuing shares of Stock pursuant to this Agreement would violate applicable securities laws, the Units will not be settled, and the Company will not be required to issue shares of Stock. The Administrator may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with the short-swing trading rules. As a condition to settlement of any Unit, the Company may require the Participant to make written representations it deems necessary or desirable to comply with applicable securities laws.

10. Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance that may be issued after the Effective Date, “Section 409A”) and, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Company determines that the Units may be subject to Section 409A, the Company shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures

(including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate either for the Units to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding the foregoing or anything contained herein to the contrary, no provision of the Plan or this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its affiliates. Each settlement of a Unit in connection with a Settlement Date shall be treated as a separate payment for purposes of Section 409A. To the extent that any Units are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, then if the Participant is a “specified employee” (within the meaning of Section 409A) at the time of his “separation from service” (within the meaning of Section 409A), then to the extent required by Section 409A, any Units that otherwise would have been settled within 6 months after the date of such separation from service instead shall be settled on the earlier of (i) six (6) months and one (1) day after the Participant’s separation from service and (ii) the date of the Participant’s death. Further, the settlement of any Units may not be accelerated except to the extent permitted by Section 409A.

11. No Limitation on Rights of the Company. The grant of the Units does not and will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

12. Plan and Agreement Not a Contract of Employment or Service. Neither the Plan nor this Agreement is a contract of employment, and no terms of the Participant’s Service will be affected in any way by the Plan, this Agreement or related instruments, except to the extent specifically expressed therein. Neither the Plan nor this Agreement will be construed as conferring any legal rights on the Participant to continue to be employed or remain in service with the Company or any of its Subsidiaries, nor will it interfere with the Company’s or any of its Subsidiaries’ right to discharge the Participant or to deal with him or her regardless of the existence of the Plan, this Agreement or the Units.

13. Participant to Have No Rights as a Common Shareholder. Before the date as of which he or she is recorded on the books of the Company as the holder of any shares of Stock issued pursuant to settlement of a Unit, the Participant will have no rights as a shareholder with respect to those shares of Stock.

14. Legend on Certificates. The certificates representing the shares of Stock issued pursuant to the settlement of any Unit shall be subject to such stop transfer orders and other restrictions as the Administrator may deem reasonably advisable under the Plan (including, but not limited to, in connection with the enforcement of the holding period described in Section 5 of this Agreement) or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares of Stock are listed, any applicable federal or state laws and the Company’s certificate of incorporation and bylaws, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

15. Notice. Any notice or other communication required or permitted under this Agreement must be in writing and must be delivered personally, sent by certified, registered or express

mail, or sent by overnight courier, at the sender’s expense. Notice will be deemed given when delivered personally or, if mailed, three (3) days after the date of deposit in the mail or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to CIFC Corp., 250 Park Avenue, 4th Floor, New York, NY 10177. Notice to the Participant should be sent to the address set forth on the signature page below.

16. Successors. All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business of the Company, or a merger, consolidation, or otherwise.

17. Governing Law. To the extent not preempted by federal law, this Agreement will be construed and enforced in accordance with, and governed by, the laws of the State of New York, without giving effect to its conflicts of law principles that would require the application of the law of any other jurisdiction.

18. Conflict. The rights granted under this Agreement are in all respects subject to the provisions set forth in the Plan to the same extent and with the same effect as if set forth fully in this Agreement; provided, however, that if the terms of this Agreement conflict with the terms of the Plan document, this Agreement will control (provided that to the extent possible, this Agreement and the Plan will be construed to not be in conflict).

19. Amendment of the Agreement. The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

20. Counterparts. The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first written above.

CIFC Corp.		PARTICIPANT


/s/ Julian Weldon		/s/ Oliver Wriedt
By: Julian Weldon		Oliver Wriedt
Title: General Counsel

Exhibit 10.2

CIFC CORP.

2011 STOCK OPTION AND INCENTIVE PLAN

AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen Vaccaro (the “Participant”). This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company granted the Participant 300,000 time-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

2. Vesting.

Vesting Date	Units Vesting	Vesting Date	Units Vesting	Vesting Date	Units Vesting
December 31, 2014	12,000	September 30, 2016	6,000	June 30, 2018	6,000
March 31, 2015	3,000	December 31, 2016	6,000	September 30, 2018	6,000
June 30, 2015	3,000	March 31, 2017	66,000	December 31, 2018	6,000

September 30, 2015	3,000	June 30, 2017	6,000	March 31, 2019	63,000
December 31, 2015	15,000	September 30, 2017	6,000	June 30, 2019	3,000
March 31, 2016	6,000	December 31, 2017	6,000	September 30, 2019	3,000
June 30, 2016	6,000	March 31, 2018	66,000	November 28, 2019	3,000

4. Form and Timing of Settlement.

6. Termination of Service.

(i) “Cause” means:

(A) the breach by the Participant of any of the restrictive covenant provisions contained in Section 7 of this Agreement;

(B) the Participant’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud;

(D) any failure by the Participant to comply with the Company’s or its Subsidiaries’ policies with respect to insider trading applicable to the Participant;

(E) a willful material misrepresentation at any time by the Participant to any member of the Board or any director or superior executive officer of the Company or its Subsidiaries;

(ii) “Good Reason” shall mean, without the Participant’s consent, the occurrence of any of the following events:

(A) a material reduction in the Participant’s base salary;

(B) a material adverse change in the Participant’s responsibilities; or

right to repurchase shares held by the Participant that were acquired through settlement of any Units at the Fair Market Value of such shares.

(e) Termination of Service in Connection with a Sale Event.

(ii) “Sale Event” shall mean the occurrence of any of the following events, provided that such event satisfies the requirements of Treasury Regulation 1.409A-3(i)(5)(v), (vi) or (vii):

(A) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;

7. Confidentiality; Nondisparagement.

8. Unit Transfer: Restriction on Settlement.

(a) Except as provided in subsection (c) below, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate this Agreement or any of the Units.

15. Notice. Any notice or other communication required or permitted under this Agreement must be in writing and must be delivered personally, sent by certified, registered or express

19. Amendment of the Agreement. The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

20. Counterparts. The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first written above.

CIFC Corp.		PARTICIPANT


/s/ Julian Weldon		/s/ Stephen Vaccaro
By: Julian Weldon		Stephen Vaccaro
Title: General Counsel

Exhibit 10.3

CIFC CORP.

2011 STOCK OPTION AND INCENTIVE PLAN

AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company initially granted the Participant 75,000 performance-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

1. Restricted Stock Unit Award. In accordance with the terms of the Plan, the Company granted to the Participant the right to receive an aggregate award of 75,000 Restricted Stock Units, with the opportunity to be granted an additional 300,000 Restricted Stock Units, pursuant to the Existing Award Agreement. Pursuant to an amendment to the Existing Award Agreement, dated as of December 28, 2014, the 75,000 Restricted Stock Units granted to the Participant was reduced to 56,250. Pursuant to the terms of this Agreement, the Company hereby grants the Participant the additional four tranches of Restricted Stock Units described in Section 2(b) of the Existing Award Agreement, each covering 75,000 Restricted Stock Units. Tranche 1 shall refer to the 56,250 Restricted Stock Units granted to the Participant pursuant to the Existing Award Agreement, Tranche 2 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in part, based on achievement of the 2015 Performance Goals (as defined below), Tranche 3 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in part, based on achievement of the 2016 Performance Goals (as defined below), Tranche 4 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in part, based on achievement of the 2017 Performance Goals (as defined below) and Tranche 5 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in part, based on achievement of the 2018 Performance Goals (as defined below). Each Restricted Stock Unit represents the right to acquire one share of Common Stock, subject to the terms and conditions herein. Unless the context dictates otherwise, all Restricted Stock Units shall be referred to hereinafter as the “Units.” From and after the Effective Date, the Units shall be subject to the terms and conditions of this Agreement, not the Existing Award Agreement.

2. Vesting.

(a) Except as provided in Section 6, the Units shall become vested and nonforfeitable in installments as follows, subject to the Participant remaining in continuous Service on each Vesting Date:

(i) 100% of the Units subject to Tranche 1 (56,250 Units) shall become vested on December 31, 2016.

(ii) 100% of the Achieved Tranche 2 Units shall vest on March 31, 2016.

(iii) 100% of the Achieved Tranche 3 Units shall vest on March 31, 2017.

(iv) 100% of the Achieved Tranche 4 Units shall vest on March 31, 2018.

(v) 100% of the Achieved Tranche 5 Units shall vest on March 31, 2019.

(b) For purposes of this Agreement, the following terms shall have the meanings set forth below:

(i) “2015 Performance Goals” means the performance goal(s) established by the Board or Committee upon which the Tranche 2 Units may be earned.

(ii) “2016 Performance Goals” means the performance goal(s) for calendar year 2016 established by the Board or Committee in its sole discretion upon which the Tranche 3 Units may be earned. The 2016 Performance Goals may be modified by the Board or the Committee in their sole discretion from time to time prior to the expiration of the 2016 calendar year without the consent of the Participant.

(iii) “2017 Performance Goals” means the performance goal(s) for calendar year 2017 established by the Board or Committee in its sole discretion upon which the Tranche 4 Units may be earned. The 2017 Performance Goals may be modified by the Board or the Committee in their sole discretion from time to time prior to the expiration of the 2017 calendar year without the consent of the Participant.

(iv) “2018 Performance Goals” means the performance goal(s) for calendar year 2018 established by the Board or Committee in its sole discretion upon which the Tranche 5 Units may be earned. The 2018 Performance Goals may be modified by the Board or

the Committee in their sole discretion from time to time prior to the expiration of the 2018 calendar year without the consent of the Participant.

(v) “Achieved Tranche 2 Units” means the number of Tranche 2 Units deemed earned based on the achievement of the 2015 Performance Goals, as determined by the Board or Committee in its sole discretion. Any Tranche 2 Units that do not become Achieved Tranche 2 Units shall be immediately forfeited effective as of January 1, 2016.

(vi) “Achieved Tranche 3 Units” means the number of Tranche 3 Units deemed earned based on the achievement of the 2016 Performance Goals, as determined by the Board or Committee in its sole discretion. Any Tranche 3 Units that do not become Achieved Tranche 3 Units shall be immediately forfeited effective as of January 1, 2017.

(vii) “Achieved Tranche 4 Units” means the number of Tranche 4 Units deemed earned based on the achievement of the 2017 Performance Goals, as determined by the Board or Committee in its sole discretion. Any Tranche 4 Units that do not become Achieved Tranche 4 Units shall be immediately forfeited effective as of January 1, 2018.

(viii) “Achieved Tranche 5 Units” means the number of Tranche 5 Units deemed earned based on the achievement of the 2018 Performance Goals, as determined by the Board or Committee in its sole discretion. Any Tranche 5 Units that do not become Achieved Tranche 5 Units shall be immediately forfeited effective as of January 1, 2019.

(ix) “Qualified Retirement” means the Participant’s voluntary termination of Service after reaching age 65 and completing 10 years of service with the Company, its Subsidiaries or predecessors.

(x) “Service” means the provision of services in the capacity of (i) an employee of the Company or its Subsidiaries, (ii) a non-employee member of the Company’s Board or the board of directors of a Subsidiary, or (iii) a consultant or other independent advisor to the Company or its Subsidiaries.

Notwithstanding the foregoing, following the occurrence of a Sale Event, the performance goals with respect to any then outstanding Units that have not been forfeited shall cease to apply, and such Units shall be deemed to be Achieved Tranche 3 Units, Achieved Tranche 4 Units or

Achieved Tranche 5 Units, as the case may be, and shall become vested based only on continued Service (or the termination thereof, as described in Section 6(e) hereof).

3. Settlement Date. The date on which any Units become vested and nonforfeitable pursuant to Section 2 or Section 6 shall be referred to herein as a “Settlement Date.” Dividends shall not accrue with respect to the Units unless and until such Units vest and are settled pursuant to this Agreement.

4. Form and Timing of Settlement.

6. Termination of Service.

(a) Termination of Service upon Death or Disability. Except as otherwise provided in Section 6(e), upon termination of Service due to the Participant’s death or by the Company or a Subsidiary thereof due to the Participant’s disability, (i) the Participant will receive accelerated vesting with respect to any Units earned based on the achievement of performance goals relating to a performance period that has ended as of the date of such termination (to the extent not settled prior to such termination), (ii) the Participant will receive accelerated vesting of any Units relating to the performance period in progress as of the date of such termination as well as the performance period immediately following such termination (if any), assuming achievement of 100% of the applicable performance goals for such performance periods and (iii) the Participant will forfeit any remaining Units.

(b) Termination of Service by the Company Without Cause or Termination of Service by the Participant for Good Reason. Except as otherwise provided in Section 6(e), upon any termination of Service by the Company or a Subsidiary thereof without Cause (but not due to disability) or by the Participant for Good Reason, (i) the Participant will receive accelerated vesting with respect to any Units earned based on the achievement of performance goals relating to a performance period that has ended as of the date of such termination (to the extent not settled prior to such termination), (ii) if such termination occurs after June 30 of a performance period, the Participant will receive accelerated vesting of any Units relating to such performance period, assuming achievement of 100% of the applicable performance goals and (iii) the Participant will forfeit any remaining Units.

(i) “Cause” means:

(A) the breach by the Participant of any of the restrictive covenant provisions contained in Section 7 of this Agreement;

(B) the Participant’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud;

(D) any failure by the Participant to comply with the Company’s or its Subsidiaries’ policies with respect to insider trading applicable to the Participant;

(E) a willful material misrepresentation at any time by the Participant to any member of the Board or any director or superior executive officer of the Company or its Subsidiaries;

(ii) “Good Reason” shall mean, without the Participant’s consent, the occurrence of any of the following events:

(A) a material reduction in the Participant’s base salary;

(B) a material adverse change in the Participant’s responsibilities; or

(d) Termination of Service by the Company or a Subsidiary Thereof for Cause. Upon any termination of Service by the Company or a Subsidiary thereof for Cause, the Participant will forfeit any unvested Units. In addition, the Company, at its option, will have the right to repurchase shares held by the Participant that were acquired through settlement of any Units at the Fair Market Value of such shares.

(e) Termination of Service in Connection with a Sale Event.

(ii) “Sale Event” shall mean the occurrence of any of the following events, provided that such event satisfies the requirements of Treasury Regulation 1.409A-3(i)(5)(v), (vi) or (vii):

(A) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;

Notwithstanding anything contained in this Agreement to the contrary, to the extent permitted by Code Section 409A, upon the occurrence of a Sale Event in which the purchaser or its ultimate parent is a privately held company or a publicly traded company with limited liquidity (as determined by the Board prior to such Sale Event in its sole discretion), if the Units are not terminated and cashed out in accordance with Treasury Regulation 1.409A-3(j) (which decision to so cash out such Units shall be within the sole discretion of the Board), each then-unvested Unit shall be converted into a cash amount equal to the per share of Common Stock amount paid by the acquiror in such Sale Event and shall not thereafter increase or decrease in value. Upon such conversion, the Company shall, or shall cause the acquiror to, deposit the cash value of such unvested Units in an irrevocable rabbi trust that satisfies the requirements of IRS Revenue Procedure 92-64 with a bank reasonably acceptable to the Participant. Within 30 days after a Unit becomes vested in accordance with Section 2 or this Section 6, the cash value of such Unit shall be paid to the Participant (less applicable withholdings and deductions). From and after such Sale Event, the Participant shall cease to have any right to receive Common Stock or other equity securities in respect of the Units.

7. Confidentiality; Nondisparagement.

Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. For purposes of this Agreement, the term “Confidential Information” is defined to include all proprietary information or data relating to the business of Company or its Subsidiaries to which the Participant has access and/or learns prior to or during the Participant’s Service, including business and financial information; new product development; formulas, identities of and information concerning clients, vendors and suppliers; development, expansion and business strategies, plans and techniques; computer programs, devices, methods, techniques, processes and inventions; research and development activities; compilations and other materials developed by or on behalf of the Company or its Subsidiaries (whether in written, graphic, audio-visual, electronic or other media, including computer software). Confidential Information also includes information of any third party doing business with the Company or its Subsidiaries that such third party identifies as being confidential or that is subject to a confidentiality agreement with such third party. Confidential Information shall not include any information that is in the public domain or otherwise publicly available (other than as a result of a wrongful act of the Participant or an agent or other employee of the Company or its Subsidiaries, including a breach of this Section 7(a)).

(c) Judicial Modification. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7 is invalid or unenforceable, the parties agree that (i) the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, (ii) the parties shall request that the court exercise that power, and (iii) this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment or decision may be appealed.

(d) Remedy for Breach. In addition to the remedies available to the Company under this Agreement upon a breach or threatened breach of

any of the covenants contained in this Section 7 (including termination of the Participant’s Service for Cause as described in Section 6), the Company shall also have and may seek enforcement of any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise.

8. Unit Transfer: Restriction on Settlement.

(a) Except as provided in subsection (c) below, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate this Agreement or any of the Units.

Company determines that the Units may be subject to Section 409A, the Company shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate either for the Units to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding the foregoing or anything contained herein to the contrary, no provision of the Plan or this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its affiliates. Each settlement of a Unit in connection with a Settlement Date shall be treated as a separate payment for purposes of Section 409A. To the extent that any Units are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, then if the Participant is a “specified employee” (within the meaning of Section 409A) at the time of his “separation from service” (within the meaning of Section 409A), then to the extent required by Section 409A, any Units that otherwise would have been settled within 6 months after the date of such separation from service instead shall be settled on the earlier of (i) six (6) months and one (1) day after the Participant’s separation from service and (ii) the date of the Participant’s death. Further, the settlement of any Units may not be accelerated except to the extent permitted by Section 409A.

the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

15. Notice. Any notice or other communication required or permitted under this Agreement must be in writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender’s expense. Notice will be deemed given when delivered personally or, if mailed, three (3) days after the date of deposit in the mail or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to CIFC Corp., 250 Park Avenue, 4th Floor, New York, NY 10177. Notice to the Participant should be sent to the address set forth on the signature page below.

19. Amendment of the Agreement. The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

20. Counterparts. The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first written above.

CIFC Corp.		PARTICIPANT


/s/ Julian Weldon		/s/ Oliver Wriedt
By: Julian Weldon		Oliver Wriedt
Title: General Counsel

Exhibit 10.4

CIFC CORP.

2011 STOCK OPTION AND INCENTIVE PLAN

AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen Vaccaro (the “Participant”). This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company initially granted the Participant 75,000 performance-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.