S-8

As filed with the Securities and Exchange Commission on October 28, 2014

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Fifth Street Asset Management Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-5610118
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

 
777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

(Address, including zip Code, of Principal Executive Offices) 

Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan

(Full title of the plan)

Leonard M. Tannenbaum

Chief Executive Officer

Fifth Street Asset Management Inc.

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

(203) 681-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrea S. Rattner, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨	Accelerated Filer                      ¨
Non-Accelerated Filer x (Do not check if a smaller reporting company)	Smaller Reporting Company   ¨

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount Of Registration Fee
Class A common stock, par value $0.01 per share	7,500,000	$17.00	$127,500,000	$14,816

(1) This registration statement on Form S-8 covers 7,500,000 shares of Class A common stock, par value $0.01 per share of the registrant (“Common Stock”) available for issuance under the Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 covers any additional shares of the registrant that may become issuable under the Plan to prevent dilution by reason of any stock dividend, stock split, recapitalization or any other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The fee is based on a price of $17.00 per share of Class A Common Stock, which is the expected price per share of Class A Common Stock for the registrant’s initial public offering of Class A Common Stock pursuant to the registrant’s Registration Statement on Form S-1 (File No. 333-198613), as amended.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this registration statement on Form S-8 (the “Registration Statement”) as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”), are hereby incorporated by reference into this Registration Statement:

(a) The registrant’s prospectuses, which constitute a part of the registrant’s Registration Statement on Form S-1 (File No. 333-198613), as amended (the “S-1 Registration Statement”), filed on October 28, 2014, under the Securities Act, and any form of prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act in connection with the S-1 Registration Statement; and

(b) The description of Common Stock set forth in the registrant’s registration statement on Form 8-A (File No. 001-36701) filed with the Commission on October 20, 2014 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All documents filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or that deregisters all offerings of securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (specifically excluding from incorporation any information that has been furnished and not filed on Form 8-K pursuant to Item 2.02, 7.01 or 9.01).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

 Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being or having been in any such capacity, if he or she acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action, or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that with respect to an action brought by or in the right of the corporation such indemnification is limited to expenses (including attorneys’ fees). The registrant’s amended and restated certificate of incorporation provides that the registrant must indemnify its directors and officers to the fullest extent permitted by Delaware law.

Section 102(b)(7) of the DGCL enables a corporation, in its certificate of incorporation or an amendment thereto, to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the directors’ fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The registrant’s amended and restated certificate of incorporation provides for such limitations on liability for its directors.

In addition, the registrant will maintain a policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit  Number	Exhibit Document
4.1	Form of Amended and Restated Certificate of Incorporation of Fifth Street Asset Management Inc. (filed as Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 (File No. 333-198613) and incorporated by reference herein)
4.2	Form of Amended and Restated Bylaws of Fifth Street Asset Management Inc. (filed as Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-198613) and incorporated by reference herein)
5.1	Opinion of Proskauer Rose LLP
10.1	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan (filed as Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 (File No. 333-198613) and incorporated by reference herein)
10.2	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan Form of Non-Qualified Stock Option Grant Notice and Non-Qualified Stock Option Agreement
10.3	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement

10.4	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan Form of Non-Qualified Stock Option Grant Notice and Non-Qualified Stock Option Agreement for Non-Employee Directors
23.1	Consent of Cohn Reznick LLP
23.2	Consent of PricewaterhouseCoopers LLP
23.3	Consent of Proskauer Rose LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page of this Form S-8)

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(2) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(i)(1) and (a)(i)(2) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Greenwich, State of Connecticut, on October 28, 2014.

FIFTH STREET ASSET MANAGEMENT INC.
By:	/s/ Leonard M. Tannenbaum
	Leonard M. Tannenbaum
	Chairman, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Leonard M. Tannenbaum and Bernard D. Berman, and each of them individually, with full power of substitution and resubstitution, his true and lawful attorney-in fact and agent, with full powers to each of them to sign for us, in our names and in the capacities indicated below, this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any and all amendments to said Registration Statement (including post-effective amendments), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. 

Signatures		Title	Date
By:	/s/ Leonard M. Tannenbaum	Chairman, Chief Executive	October 28, 2014
	Leonard M. Tannenbaum	Officer and Director
		(Principal Executive Officer)
By:	/s/ Bernard D. Berman	Co-President, Chief Compliance	October 28, 2014
	Bernard D. Berman	Officer and Director

By:	/s/ Alexander C. Frank	Chief Operating Officer and	October 28, 2014
	Alexander C. Frank	Chief Financial Officer
		(Principal Financial Officer)
By:	/s/ Steven M. Noreika	Chief Accounting Officer	October 28, 2014
	Steven M. Noreika	(Principal Accounting Officer)
By:	/s/ Wayne Cooper	Director	October 28, 2014
	Wayne Cooper
By:	/s/ Mark J. Gordon	Director	October 28, 2014
	Mark J. Gordon
By:	/s/ Thomas L. Harrison	Director	October 28, 2014
	Thomas L. Harrison
By:	/s/ Frank C. Meyer	Director	October 28, 2014
	Frank C. Meyer
By:	/s/ David J. Anderson	Director	October 28, 2014
	David J. Anderson

INDEX TO EXHIBITS

Exhibit  Number	Exhibit Document
4.1	Form of Amended and Restated Certificate of Incorporation of Fifth Street Asset Management Inc. (filed as Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 (File No. 333-198613) and incorporated by reference herein)
4.2	Form of Amended and Restated Bylaws of Fifth Street Asset Management Inc. (filed as Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-198613) and incorporated by reference herein)
5.1	Opinion of Proskauer Rose LLP
10.1	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan (filed as Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 (File No. 333-198613) and incorporated by reference herein)
10.2	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan Form of Non-Qualified Stock Option Grant Notice and Non-Qualified Stock Option Agreement*
10.3	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement*
10.4	Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan Form of Non-Qualified Stock Option Grant Notice and Non-Qualified Stock Option Agreement for Non-Employee Directors*
23.1	Consent of Cohn Reznick LLP
23.2	Consent of PricewaterhouseCoopers LLP
23.3	Consent of Proskauer Rose LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page of this Form S-8)

*Filed herewith.

EX-5.1

Exhibit 5.1

October 28, 2014

Fifth Street Asset Management Inc.

777 West Putnam Avenue, 3rd Floor

Greenwich, Connecticut 06830

Ladies and Gentlemen:

We are acting as counsel to Fifth Street Asset Management Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of a registration statement (the “Registration Statement”) on Form S-8 relating to the registration of an aggregate of 7,500,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share, that may be issued by the Company pursuant to the Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan (the “Plan”). The Shares are to be issued by the Company upon grant, vesting or exercise of certain stock-based awards (the “Awards”) to be granted pursuant to the Plan.

As such counsel, we have participated in the preparation of the Registration Statement and have examined originals or copies of such documents, corporate records and other instruments as we have deemed relevant, including, without limitation: (i) the Amended and Restated Certificate of Incorporation of the Company in the form filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A as filed with the Commission on October 9, 2014 (File No. 333-198613); (ii) the Amended and Restated Bylaws of the Company in the form filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A as filed with the Commission on September 22, 2014 (File No. 333-198613); (iii) certain of the resolutions of the Board of Directors of the Company relating to the adoption of the Plan; and (iv) the Registration Statement, together with the exhibits filed as a part thereof and including any documents incorporated by reference therein.

We have made such examination of law as we have deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion, assuming no change in the applicable law or pertinent facts, that the Shares have been duly authorized by the Company and, when and to the extent issued in accordance with the terms of the Plan and any applicable Award, including payment of the applicable exercise price therefor, will be legally issued, fully paid and non-assessable.

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

October 28, 2014

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This opinion is limited in all respects to the General Corporation Law of the State of Delaware, and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction. The reference and limitation to the “General Corporation Law of the State of Delaware” includes all applicable Delaware statutory provisions of law and reported judicial decisions interpreting these laws.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Proskauer Rose LLP

EX-10.2

Exhibit 10.2

FIFTH STREET ASSET MANAGEMENT INC.

2014 OMNIBUS incentive plan

NON-QUALIFIED STOCK OPTION grant notice and

NON-QUALIFIED STOCK OPTION agreement

Fifth Street Asset Management Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) an 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.

Participant:
Grant Date:
Total Number of Shares Subject to the Option:
Exercise Price per Share:	[FOR ALEX FRANK, IVELIN DIMITROV AND TODD OWENS: the initial public offering price per share] [FOR LEONARD TANNENBAUM AND BERNARD BERMAN: 110% of the initial public offering price per share]
Expiration Date:	The [FOR ALEX FRANK, IVELIN DIMITROV AND TODD OWENS: tenth] [FOR LEONARD TANNENBAUM AND BERNARD BERMAN: fifth] anniversary of the Grant Date.
Option Type:	This Option is a Non-Qualified Share Option and is not an “incentive stock option” within the meaning of Section 422 of the Code.
Vesting Schedule:	Subject to the terms and conditions of the Stock Option Agreement and the Plan, [FOR ALEX FRANK AND IVELIN DIMITROV: 1/3rd of the total number of Options granted hereunder shall vest on each of the fourth, fifth and sixth anniversaries of the Grant Date] [FOR LEONARD TANNENBAUM AND BERNARD BERMAN:  50% of the total number of Options granted hereunder shall vest on each of the first and second anniversaries of the Grant Date ] [FOR TODD OWENS: following the third anniversary of the Grant Date, 1/36th of the total number of Options granted hereunder shall vest commencing on the first monthly anniversary of such third anniversary date, and 1/36th of the total number of Options granted hereunder shall continue to vest on each monthly anniversary thereafter], provided that the Participant has not incurred a Termination of Employment prior to each applicable vesting date; provided, however, that

(i)          if the Participant incurs a Termination of Employment without Cause [FOR BERNARD BERMAN, ALEX FRANK, IVELIN DIMITROV AND TODD OWENS: (as such term is defined in the Participant’s employment agreement with the Company or any Affiliate)] [FOR LEONARD TANNENBAUM: (as such term is defined in the Plan)] or for Good Reason [FOR BERNARD BERMAN, ALEX FRANK, IVELIN DIMITROV AND TODD OWENS ONLY: (as such term is defined in the Participant’s employment agreement with the Company or any Affiliate)] [FOR LEONARD TANNENBAUM: (as defined below)], then, the portion of the Options that shall be deemed to be vested shall be equal to the greater of (A) the portion of Options that is already vested as of the date of such termination, and (B) a pro-rata portion of the Options that is calculated by multiplying the total number of Options granted hereunder by a fraction, the numerator of which is the number of full calendar months between the Grant Date and the date that is the 12-month anniversary of such termination, and the denominator of which is [FOR ALEX FRANK, IVELIN DIMITROV AND TODD OWENS: 72] [FOR LEONARD TANNENBAUM AND BERNARD BERMAN: 24], provided that in no event shall such fraction be greater than one (1); and, if the Participant incurs a Termination of Employment for any reason or no reason, other than with respect to any unvested Options that become vested as provided above in this clause (i), 100% of any and all unvested portion of the Options as of the date of such termination shall be immediately forfeited and cancelled for no consideration, and shall cease to be outstanding; [FOR LEONARD TANNENBAUM: for purposes of this Stock Option Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Participant’s express written consent, unless such events are cured by the Company within 30 days following written notification by the Participant to the Company that the Participant intends to terminate employment for any of the following reasons: (i) a material diminution in the Participant’s base salary at the rate in effect immediately prior to the reduction or the failure to pay the Participant any salary or any earned and due bonus or incentive payments; (ii) a material diminution in the Participant’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law and other than in connection with any service on any informal management committees associated with the Company or its Affiliates); (iii) the termination of the Participant’s rights to any material employee benefit, except to the extent that any such benefit is replaced with a comparable benefit, or a material reduction in scope or value there, other than as a result of across-the-board reductions or terminations affecting senior executives of comparable status of the Company generally; or (iv) a change by the Company in the location at which the Participant performs his principal duties for the Company to a new location that is more than 50 miles from Greenwich, Connecticut. The Participant shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 30 days after the first occurrence of such circumstances (or any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Participant), and in no event shall the Participant be entitled to resign for Good Reason more than 180 days following the occurrence of any event alleged to constitute Good Reason]; and

(ii)         in the event of a Change in Control solely pursuant to which Leonard Tannenbaum and his Affiliates collectively cease to have voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, 100% of the Options shall vest in full immediately prior to the consummation of such Change in Control, provided that no Termination of Employment has occurred prior to such Change in Control.

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

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

PARTICIPANT

By:

Print Name:

Address:

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 EXHIBIT A

TO FIFTH STREET ASSET MANAGEMENT INC. NON-QUALIFIED STOCK OPTION AGREEMENT

NON-QUALIFIED STOCK OPTION AGREEMENT

Pursuant to the Grant Notice to which this Stock Option Agreement is attached, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to the Participant an Option under the Plan to purchase the number of shares of Class A Common Stock indicated in the Grant Notice, subject to all of the terms and conditions set forth in this Stock Option Agreement and the Grant Notice. The Option is also subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice, as applicable.

Terms and Conditions

1.           Tax Matters. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under section 422 of the Code.

2.           Class A Common Stock Subject to Option; Exercise Price. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Option entitles the Participant to purchase from the Company, upon exercise, the number of shares of Class A Common Stock set forth in the Grant Notice. The exercise price under the Option is the exercise price set forth in the Grant Notice.

3.           Vesting; Exercise; Lapse of Sale Restrictions.

(a)          The Option shall vest and become exercisable in accordance with the vesting schedule set forth in the Grant Notice, provided that the Participant has not experienced a Termination prior to each applicable vesting date. Except as set forth in the Grant Notice, there shall be no proportionate or partial vesting in the periods prior to each vesting date and any vesting shall occur only on the applicable vesting date. Notwithstanding anything herein to the contrary, if the Participant experiences a Termination for Cause, 100% of the Option (whether vested or unvested) shall be immediately forfeited and cancelled for no consideration, and the Option shall cease to be outstanding.

(b)          To the extent any portion of the Option has become exercisable with respect to a number of shares of Class A Common Stock as provided above, such portion may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan. Notwithstanding anything to the contrary in the Plan, any portion of the Option that has become vested and exercisable hereunder may be exercised by the Participant’s delivery of irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly following exercise of vested Options an amount not greater than the purchase price required to be paid by the Participant to acquire the shares of Class A Common Stock underlying such vested Options.

(c)          If the Participant incurs a Termination of Employment without Cause or for Good Reason, all Stock Options that are held by the Participant that are vested and exercisable on the date of such Termination may be exercised by the Participant at any time within a period of 12 months after the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

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(d)          Other than with respect to any sale to cover payment of the exercise price as expressly provided under Section 3(b) or withholding taxes as expressly provided under Section 8, or except as provided under Section 3(e) or (f) below, the Participant hereby irrevocably agrees that he or she will not, directly or indirectly, (A) sell, offer for sale, pledge or otherwise dispose of (except as otherwise provided herein) any shares of the Subject Securities (as defined below) issued to the Participant upon exercise of all or any portion of the Option, or (B) enter into any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Subject Securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise (such restrictions in clauses (A) and (B), the “Sale Restrictions”). The aggregate number of shares of Class A Common Stock issuable in respect of the Options as of the Grant Date shall be referred to herein as the “Subject Securities.” Notwithstanding the foregoing, “Subject Securities” shall not include any portion of the Option that has been forfeited or cancelled under the terms of this Stock Option Agreement.

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

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

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

4.          Option Term. The term of the Option shall be until the [FOR ALEX FRANK, IVELIN DIMITROV AND TODD OWENS: tenth] [FOR LEONARD TANNENBAUM AND BERNARD BERMAN: fifth] anniversary of the Grant Date, after which time it shall expire (such [FOR ALEX FRANK, IVELIN DIMITROV AND TODD OWENS: tenth] [FOR LEONARD TANNENBAUM AND BERNARD BERMAN: fifth] anniversary date, the “Expiration Date”). Upon the Expiration Date, the Option shall automatically be cancelled for no consideration, shall no longer be exercisable, and shall cease to be outstanding; provided that the Option is subject to termination prior to the Expiration Date to the extent provided for in Sections 5 and 6 below and as provided in the Plan.

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5.          Restriction on Transfer of Option. No portion of the Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and the Option shall be exercisable, during the Participant’s lifetime, only by the Participant. Any attempt to Transfer the Option other than in accordance with the expressed terms of the Plan shall be void.

6.          Certain Legal Restrictions. The Plan, this Agreement, the granting and exercising of this Option, and any obligations of the Company under the Plan and this Agreement, shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Class A Common Stock is listed.

7.          Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Class A Common Stock covered by the Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made for dividends (whether in cash, in kind or other property), distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

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

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

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

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

12.         Detrimental Activity. The provisions contained in Section 6.3(c)(ii) of the Plan regarding Detrimental Activity shall apply with respect to the Option.

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

If to the Company, to:

Fifth Street Asset Management Inc.

777 West Putnam Avenue, 3^rd Floor

Greenwich, CT 06830
Attention: Chief Compliance Officer

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

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

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

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

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

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

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

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

21.         Miscellaneous.

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

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

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

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EX-10.3

Exhibit 10.3

FIFTH STREET ASSET MANAGEMENT INC.

2014 OMNIBUS incentive plan

REStricted STOCK UNIT grant notice and

restricted sTOCK UNIT agreement

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

Participant:
Grant Date:
Number of RSUs:
Vesting Schedule:	Subject to the terms and conditions of the Agreement and the Plan, [FOR LEONARD TANNENBAUM, BERNIE BERMAN, ALEX FRANK AND IVELIN DIMITROV: 1/3rd of the total number of RSUs granted hereunder shall vest on each of the fourth, fifth and sixth anniversaries of the Grant Date] [FOR TODD OWENS ONLY: following the third anniversary of the Grant Date, 1/36th of the total number of RSUs granted hereunder shall vest commencing on the first monthly anniversary of such third anniversary date, and 1/36th of the total number of RSUs granted hereunder shall continue to vest on each monthly anniversary thereafter], provided that no Termination of Employment has occurred prior to each applicable vesting date; provided, however, that (i)      if the Participant incurs a Termination of Employment without Cause or for Good Reason[FOR BERNARD BERMAN, ALEX FRANK, IVELIN DIMITROV and TODD OWENS: (as such term is defined in the Participant’s employment agreement with the Company or any Affiliate)][FOR LEONARD TANNENBAUM: (as defined below)], then, the portion of the RSUs that shall be deemed to be vested as of the date of such termination shall be equal to the greater of (A) the portion of RSUs that is already vested as of the date of such termination, and (B) a pro-rata portion of the RSUs that is calculated by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of full calendar months between the Grant Date and the date that is the 12-month anniversary of such termination, and the denominator of which is 72, provided that in no event shall such fraction be greater than one (1); [FOR LEONARD TANNENBAUM: for purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Participant’s express written consent, unless such events are cured by the Company within 30 days following written notification by the Participant to the Company that the Participant intends to terminate employment for any of the following reasons: (i) a material diminution in the Participant’s base salary at the rate in effect immediately prior to the reduction or the failure to pay the Participant any salary or any earned and due bonus or incentive payments; (ii) a material diminution in the Participant’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law and other than in connection with any service on any informal management committees associated with the Company or its Affiliates); (iii) the termination of the Participant’s rights to any material employee benefit, except to the extent that any such benefit is replaced with a comparable benefit, or a material reduction in scope or value there, other than as a result of across-the-board reductions or terminations affecting senior executives of comparable status of the Company generally; or (iv) a change by the Company in the location at which the Participant performs his principal duties for the Company to a new location that is more than 50 miles from Greenwich, Connecticut. The Participant shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 30 days after the first occurrence of such circumstances (or any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Participant), and in no event shall the Participant be entitled to resign for Good Reason more than 180 days following the occurrence of any event alleged to constitute Good Reason]; and

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

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

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

PARTICIPANT

By:

Print Name:

Address:

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EXHIBIT A

TO REStricted STOCK UNIT grant notice

restricted STOCK UNIT agreement

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

Terms and Conditions

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

2.            RSUs.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If to the Company, to:

Fifth Street Asset Management Inc.

777 West Putnam Avenue, 3^rd Floor

Greenwich, CT 06830

Attn.: Chief Compliance Officer

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

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

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

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

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

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

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

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

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

16.          Miscellaneous.

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

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

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

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

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EX-10.4

Exhibit 10.4

FIFTH STREET ASSET MANAGEMENT INC.

2014 OMNIBUS incentive plan

NON-QUALIFIED STOCK OPTION grant notice and

NON-QUALIFIED STOCK OPTION agreement for non-employee directors

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.

Participant:
Grant Date:
Total Number of Shares Subject to the Option:
Exercise Price per Share:	$
Expiration Date:	The tenth anniversary of the Grant Date.
Option Type:	This Option is a Non-Qualified Share Option and is not an “incentive stock option” within the meaning of Section 422 of the Code.
Vesting Schedule:	Subject to the terms and conditions of the Stock Option Agreement and the Plan, 100% of the total number of Options granted hereunder shall vest on the earlier to occur of the one-year anniversary of the Grant Date and the date that is immediately prior to the first annual meeting of the Company’s stockholders occurring after the Grant Date, provided that the Participant has not experienced a Termination of Directorship prior to the applicable vesting date; provided, however, that (i)          if the Participant incurs a Termination of Directorship due to death or Disability, 100% of the Options shall vest in full immediately as of the date of such Termination; or (ii)         in the event of a Change in Control, 100% of the Options shall vest in full immediately prior to the consummation of such Change in Control, provided that no Termination of Directorship has occurred prior to such Change in Control.

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

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

PARTICIPANT

By:

Print Name:

Address:

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EXHIBIT A

TO FIFTH STREET ASSET MANAGEMENT INC. NON-QUALIFIED STOCK OPTION AGREEMENT for non-employee directors

NON-QUALIFIED STOCK OPTION AGREEMENT

Pursuant to the Grant Notice to which this Stock Option Agreement is attached, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to the Participant an Option under the Plan to purchase the number of shares of Class A Common Stock indicated in the Grant Notice, subject to all of the terms and conditions set forth in this Stock Option Agreement and the Grant Notice. The Option is also subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice, as applicable.

Terms and Conditions

1.           Tax Matters. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under section 422 of the Code.

2.           Class A Common Stock Subject to Option; Exercise Price. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Option entitles the Participant to purchase from the Company, upon exercise, the number of shares of Class A Common Stock set forth in the Grant Notice. The exercise price under the Option is the exercise price set forth in the Grant Notice.

3.           Vesting; Exercise; Lapse of Sale Restrictions.

(a)          The Option shall vest and become exercisable in accordance with the vesting schedule set forth in the Grant Notice, provided that the Participant has not experienced a Termination prior to each applicable vesting date. Except as set forth in the Grant Notice, there shall be no proportionate or partial vesting in the periods prior to each vesting date and any vesting shall occur only on the applicable vesting date. Notwithstanding anything herein to the contrary, if the Participant experiences a Termination for Cause, 100% of the Option (whether vested or unvested) shall be immediately forfeited and cancelled for no consideration, and the Option shall cease to be outstanding.

(b)          To the extent any portion of the Option has become exercisable with respect to a number of shares of Class A Common Stock as provided above, such portion may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan. Notwithstanding anything to the contrary in the Plan, any portion of the Option that has become vested and exercisable hereunder may be exercised by the Participant’s delivery of irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly following exercise of vested Options an amount not greater than the purchase price required to be paid by the Participant to acquire the shares of Class A Common Stock underlying such vested Options.

4.           Option Term. The term of the Option shall be until the tenth anniversary of the Grant Date, after which time it shall expire (such tenth anniversary date, the “Expiration Date”). Upon the Expiration Date, the Option shall automatically be cancelled for no consideration, shall no longer be exercisable, and shall cease to be outstanding; provided that the Option is subject to termination prior to the Expiration Date to the extent provided for in Sections 5 and 6 below and as provided in the Plan.

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5.          Restriction on Transfer of Option. No portion of the Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and the Option shall be exercisable, during the Participant’s lifetime, only by the Participant. Any attempt to Transfer the Option other than in accordance with the expressed terms of the Plan shall be void.

6.          Certain Legal Restrictions. The Plan, this Agreement, the granting and exercising of this Option, and any obligations of the Company under the Plan and this Agreement, shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Class A Common Stock is listed.

7.          Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Class A Common Stock covered by the Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made for dividends (whether in cash, in kind or other property), distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

8.          Withholding of Taxes. The Participant acknowledges and agrees that Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise with respect to the Options. The Participant also acknowledges and agrees that, as a Non-Employee Director, the Participant is not subject to withholding with respect to the Options. Notwithstanding the foregoing, the Company shall have the right to deduct from any payment to be made pursuant to this Agreement and the Plan, or to otherwise require, prior to the issuance or delivery of any shares of Class A Common Stock, payment by the Participant of, any federal, state or local taxes, in each case, solely to the extent required by law to be withheld by the Company, and, upon the exercise of the Options in accordance with the terms of this Agreement, the Participant shall pay to the Company any and all federal, state or local taxes, in each case, solely to the extent such amounts are required by law to be withheld by the Company.

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

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

11.         Detrimental Activity. The provisions contained in Section 6.3(c)(ii) of the Plan regarding Detrimental Activity shall not apply with respect to the Option.

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

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If to the Company, to:

Fifth Street Asset Management Inc.

777 West Putnam Avenue, 3^rd Floor

Greenwich, CT 06830
Attention: Chief Compliance Officer

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

13.          No Guarantee of Continued Service. Neither this Agreement nor the Stock Options awarded hereby shall confer upon the Participant any right with respect to continued service to the Company, nor shall this Agreement or the Stock Options awarded hereby interfere in any way with any right the Company would otherwise have to terminate the Participant’s service at any time. This Agreement shall not be deemed to enlarge or alter any rights Participant may have pursuant to any other agreement with the Company.

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

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

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

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

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

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

20.         Miscellaneous.

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

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

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Fifth Street Asset Management Inc. of our report, dated July 22, 2014, except for the last two paragraphs of Note 1, as to which the date is September 5, 2014, on our audits of the combined financial statements of Fifth Street Management Group as of December 31, 2013 and 2012 and for the years then ended, which appear in Amendment No. 4 to Fifth Street Asset Management Inc.’s Registration Statement on Form S-1 (No. 333-198613).

/s/ CohnReznick LLP

Roseland, New Jersey

October 28, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 5, 2014, except for Note 4, as to which the date is October 28, 2014, relating to the statement of financial condition, which appears in Fifth Street Asset Management Inc.’s Registration Statement on Form S-1 (Registration No. 333-198613).

/s/PricewaterhouseCoopers LLP

New York, New York
October 28, 2014