Sculptor Capital Management, Inc. (Form: 8-K, Received: 12/22/2021 11:21:47)

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 21, 2021 (December 17, 2021)

SCULPTOR CAPITAL MANAGEMENT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-33805

26-0354783

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


9 West 57th Street,	New York,	New York	10019
(Address of Principal Executive Offices)			(Zip Code)

212-790-0000

(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:


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Shares

SCU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5:02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Partner Agreements

On December 17, 2021, James Levin, the Chief Investment Officer and Chief Executive Officer of Sculptor Capital Management, Inc. (the “Company”), and each of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (and, together with Sculptor Capital LP and Sculptor Capital Advisors LP, the “Sculptor Operating Partnerships”), entered into an amendment to Mr. Levin’s partner agreements with the Sculptor Operating Partnerships dated February 16, 2018, as amended by the Omnibus Agreement, dated February 7, 2019, between Mr. Levin and the Sculptor Operating Partnerships, the First Amendment to Mr. Levin’s partner agreement, dated June 9, 2020 and the Second Amendment to Mr. Levin’s partner agreement, dated January 29, 2021 (together, the “Levin Partner Agreements” or “Agreements”).

Summary

The Levin Partner Agreements, which are described in further detail below, contain three primary elements, each of which is designed to incentivize Mr. Levin to drive total return for shareholders while continuing to generate attractive risk-adjusted performance for fund investors:

•First, as compensation for his role as Chief Executive Officer (“CEO”), Mr. Levin has been granted performance-based equity which requires substantial shareholder return of between 50% and 149% (based on the closing price on December 17, 2021) in order to vest. In addition, continued employment for a period of 5 years is required to achieve full vesting. Mr. Levin will not receive a salary or bonus for his role as CEO.

•Second, Mr. Levin’s compensation as Chief Investment Officer has been revised to (a) eliminate the guaranteed bonus thereby reducing the Company’s minimum annual bonus expense and (b) provide for competitive annual bonus compensation which increases based on the returns achieved for fund investors.

•Third, the Agreements provide structural protections to the Company and its shareholders by (a) lengthening Mr. Levin’s non-competition covenant, (b) adopting a compensation clawback policy and (c) providing for meaningful retention of performance-based shares.

The new compensation arrangements for Mr. Levin, as well as the performance-based equity grants made to other members of senior management as described below, will further the Company’s goal of retaining, aligning and motivating its leadership team.

CEO Compensation

Pursuant to the Levin Partner Agreements, the Sculptor Operating Partnerships granted Mr. Levin 5,400,000 performance-based equity securities (the “Performance Shares”) under the Company’s 2013 Incentive Plan, as amended (the “Plan”). At the same time, Mr. Levin agreed to forfeit his existing 1,000,000 Class P Units, resulting in a net total issuance to him after the forfeiture of 4,400,000 performance-based equity securities. The Performance Shares will vest upon the satisfaction of both a time-based service condition and performance condition. The service condition is satisfied with respect to one-third of the Performance Shares on each of the third, fourth and fifth anniversaries of the grant date, generally subject to Mr. Levin’s continued position as an active limited partner of the Sculptor Operating Partnerships. The performance condition is satisfied in seven tranches upon the achievement of shareholder return thresholds, which, based off the closing price of the Company’s Class A Shares on December 17, 2021 ($20.02), are as follows: 50%, 67%, 83%, 99%, 116%, 133% and 149%.(1)

____________________________

(1) The Performance Shares include a grant of 2,314,286 performance-based restricted Class A Shares (the “Performance-Based Restricted Shares”) and 3,085,714 Class P-4 Common Units. With respect to the performance conditions, the Performance-Based Restricted Shares vest as to one-third of the shares upon achievement of Total Shareholder Return (as defined in the Performance-Based Restricted Share Award Agreement) of 50%, one-third upon achievement of Total Shareholder Return of 67%, and one-third upon achievement of Total Shareholder Return of 83%, in each case, based on the closing price of the Company’s Class A Shares on December 17, 2021 ($20.02). With respect to the performance conditions, the Class P-4 Common Units vest as to one quarter of the units upon achievement of Total Shareholder Return (as defined in the Class P-4 Common Unit Agreement) of 99%, one quarter upon achievement of Total Shareholder Return of 116%, one quarter upon achievement of Total Shareholder Return of 133%, and one quarter upon achievement of Total Shareholder Return of 149%, in each case, based on the closing price of the Company’s Class A Shares on December 17, 2021 ($20.02). The Form of Performance-Based Class A Restricted Share Award Agreement and Form of Class P-4 Common Unit Award Agreement attached as Exhibits hereto provide for total shareholder return thresholds of 25% to 108% reflecting the reference price of $24 included therein.

CIO Compensation

The Levin Partner Agreements also provide meaningful incentives for Mr. Levin in his role as the Company’s Chief Investment Officer, aligning his compensation to fund investor performance:

•Effective for the 2021 fiscal year, Mr. Levin will no longer receive a minimum guaranteed annual bonus. Mr. Levin will continue to receive four quarterly $1.0 million advances against his annual fund performance payment.

•Mr. Levin’s annual fund performance payment contained in Schedule A of his February 16, 2018 agreement has been modified and will now be equal to the product of (i) the gross profit and loss for such fiscal year based on the performance of certain specified Sculptor funds multiplied by (ii) a participation ratio, which is equal to, the sum of (a) 2.75% plus (b) a percentage calculation (subject to a cap of 2.475%) derived from the weighted average net return of certain Sculptor funds for such fiscal year.

•In years where the annual fund performance payment is zero or a minimal amount relative to the value added by Mr. Levin to protect fund investor capital in challenging markets, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may (but is not required to) provide for payment of a discretionary annual bonus that takes into consideration various enumerated factors, including relating to both overall Company and market performance, as well as personal contributions to the Company.

•From time to time, and subject to approval of the Compensation Committee, Mr. Levin will be granted carried interest awards with respect to certain funds managed by the Company (or an affiliate or subsidiary thereof) (other than any Sculptor funds upon which the annual fund performance payment described above is based).

Structural Protections

Pursuant to the Levin Partner Agreements, and without limiting the transfer restrictions applicable to prior awards, Mr. Levin is required to continue to hold at least 75% of the aggregate vested after-tax portion of his Performance Shares (or Class A Shares, to the extent the Class P-4 Common Units are exchanged for Class A Shares) for a period of no less than seven (7) years following the grant date of the Performance Shares.

The non-competition covenant contained in the Levin Partner Agreements has been modified such that Mr. Levin is prevented from competing with the Company for two years following Mr. Levin’s withdrawal from the Sculptor Operating Partnerships. The non-competition covenant will no longer step down to one year on December 31, 2021.

Mr. Levin shall be subject to the terms of the Company’s Clawback Policy, pursuant to which, if any “covered person” is found by a majority of the Board of Directors of the Company (the “Board”) to have either (a) engaged in willful misconduct (by act or omission) or (b) failed to take action with respect to willful misconduct of others of which they were or reasonably should have been aware, that resulted in a level of achievement of a performance-based compensation measure being met, the Board may recover from such person the amount of performance-based compensation awarded over what should have been awarded absent the willful misconduct; and majority of the Board, in consultation with any experts as the Board deems necessary, is similarly required to determine the amount subject to clawback.

Arrangements with Other Executive Officers

On December 17, 2021, Wayne Cohen, President and Chief Operating Officer, Dava Ritchea, Chief Financial Officer, and David Levine, Chief Legal Officer, received a net total issuance of 294,500, 241,500 and 77,000 performance-based equity securities, respectively, in each case subject to terms and conditions substantially comparable to those applicable to Mr. Levin.(2)

____________________________

(2) On December 17, 2021, Mr. Cohen, Ms. Ritchea and Mr. Levine were granted (i) 413,357, 103,500 and 54,428 Performance-Based Restricted Shares, respectively, and (ii) 551,143, 138,000 and 72,572 Class P-4 Common Units, respectively. In addition, on December 17, 2021, Mr. Cohen and Mr. Levine agreed to forfeit their existing Class P Units of the Sculptor Operating Partnerships (670,000 and 50,000 Class P Units, respectively).

Award Agreements

As part of its ongoing review of the Company’s compensation philosophy, the Compensation Committee approved new forms of award agreements, pursuant to which it may issue restricted Class A Shares and cash-settled restricted stock units that are subject to service-based vesting requirements, copies of which are filed herewith.

Forward-Looking Statements

The information contained in this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that reflect the Company’s current views with respect to, among other things, Mr. Levin’s employment and compensation. The Company generally identifies forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.

Any forward-looking statements contained in this Current Report on Form 8-K are based upon historical information and on the Company’s current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by the Company will be achieved.

The Company cautions that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including but not limited to the following: global economic, business, market and geopolitical conditions, including the impact of public health crises, such as the ongoing COVID-19 pandemic; United States and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy; the outcome of third-party litigation involving the Company; the consequences of the Foreign Corrupt Practices Act settlements with the SEC and the U.S. Department of Justice and any claims arising therefrom; whether the Company realizes all or any of the anticipated benefits from the Company’s 2019 recapitalization and other related transactions; whether such recapitalization and other related transactions result in any increased or unforeseen costs, indemnification obligations or have an impact on the Company’s ability to retain or compete for professional talent or investor capital; conditions impacting the alternative asset management industry; the Company’s ability to retain existing investor capital; the Company’s ability to successfully compete for fund investors, assets, professional talent and investment opportunities; the Company’s ability to retain its active executive managing directors, managing directors and other investment professionals; the Company’s successful formulation and execution of its business and growth strategies; the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business; the anticipated benefits of changing the Company’s tax classification from a partnership to a corporation and subsequently converting from a limited liability company to a corporation; and assumptions relating to the Company’s operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity.

If one or more of these or other risks or uncertainties materialize, or if the Company’s assumptions or estimates prove to be incorrect, the Company’s actual results may vary materially from those indicated in these statements. These factors are not and should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in the Company’s filings with the SEC, including but not limited to the Company’s Annual Report on Form 10-K, for the year ended December 31, 2020, and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, as well as may be updated from time to time in the Company’s other SEC filings. There may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not known. The forward-looking statements contained in this Current Report on Form 8-K are made only as of the date of this Current Report on Form 8-K. The Company does not undertake to update any forward-looking statement, because of new information, future developments or otherwise.

This Current Report on Form 8-K does not constitute an offer with respect to the securities of any Sculptor Capital fund.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.						Description

10.1+						Class A Performance-Based Restricted Share Award Agreement between Sculptor Capital, LP, Sculptor Capital Advisors LP, and Sculptor Capital Advisors II LP and the Participant.
10.2+						Form of Service-Based Restricted Share Awarded Agreement between Sculptor Capital, LP, Sculptor Advisors LP and Sculptor Capital Advisors II LP and the Participant.
10.3+						Form of Cash-Settled RSU Award Agreement between Sculptor Capital, LP, Sculptor Advisors LP, and Sculptor Capital Advisors II LP and the Participant.
10.4+						Form of Class P-4 Common Unit Award Agreement between Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP and the Participant .
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

+						Management contract or compensatory plan or arrangement

SIGNATURES

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.


			SCULPTOR CAPITAL MANAGEMENT, INC.
			(Registrant)

			By:						/s/ Dava Ritchea
									Dava Ritchea
									Chief Financial Officer and Executive Managing Director

Date: December 21, 2021

Exhibit 10.1

MANAGEMENT SHAREHOLDER VALUE CREATION PLAN

FORM OF PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT

This CLASS A PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT (this “Award Agreement”), dated as of [•] (the “Date of Grant”), is made by and between Sculptor Capital, LP (“SC”), Sculptor Capital Advisors LP (“SCA”), and Sculptor Capital Advisors II LP (“SCAII,” and together with SC and SCA, the “Operating Partnerships”), and [•] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (the “Plan”) or, if not defined therein, the Amended and Restated Agreement of Limited Partnership of the applicable Operating Partnership dated as of February 7, 2019 (as amended, modified, supplemented or restated from time to time, the “Partnership Agreements”). Where the context permits, references to any Operating Partnership shall include any successor to such Operating Partnership.

1. Grant of Performance Shares.

(a) Subject to all of the terms and conditions of this Award Agreement, the Plan, and the Partner Agreement (as defined below), the Operating Partnerships hereby grant to the Participant [•] Class A performance-based Restricted Shares (the “Performance Shares”) in Sculptor Capital Management, Inc. (the “Company”).

(b) For purposes of this Award Agreement, “Partner Agreement” means [•].

2. Vesting of the Performance Shares; Dividends.

(a) The term “vest” as used herein with respect to any Performance Share means the lapsing of the restrictions described herein with respect to such Performance Share. Unless earlier terminated, forfeited, relinquished or expired, the Performance Shares will vest in accordance with the vesting schedule set forth in Exhibit A hereto (the “Vesting Schedule”).

(b) Any Performance Shares that have satisfied a Performance Condition (as such term is defined in the Vesting Schedule) shall have such rights with respect to dividends declared by the Company on Class A Shares (“Distributions”) as are carried by other Class A Shares; provided that any Distributions payable with respect to such Performance Shares that have not met the Service Condition (as such term is defined in the Vesting Schedule) (“Eligible Shares”) at the time of the payment of such Distributions shall be paid to the Participant by issuing to him or her a number of Class A Shares equal to (x) the aggregate Distributions payable with respect to the Eligible Shares divided by (y) the Fair Market Value of a Class A Share on the date (or the immediately preceding trading day as determined by the Administrator in its discretion) on which Distributions are otherwise paid to holders of vested Class A Shares (any such newly issued Class A Shares, “Dividend Equivalent Shares”). Dividend Equivalent Shares will be subject to the same Service Conditions as the Eligible Shares and shall only become vested if, when and to the extent such underlying Eligible Shares vest. No Performance Share shall have rights to Distributions declared prior to the date on which such Performance Share has satisfied a Performance Condition.

3. Evidence of Ownership of Shares; Restrictions.

(a) Any share certificate or other evidence of ownership of the Performance Shares will be in the name of the Participant but will be held by the Operating Partnerships until such time (if ever) that the Performance Shares vest. The Participant agrees that, upon request of the Operating Partnerships, he or she will deliver to the Operating Partnerships share powers or other instruments of transfer or assignment, duly endorsed in blank with signature guaranteed, corresponding to each certificate for Performance Shares or distributions thereon. If the Participant shall fail to provide the Operating Partnerships with any such share power or other instrument of transfer or assignment, the Participant hereby irrevocably appoints the Chief Legal Officer of the Operating Partnerships as his or her attorney-in-fact, which appointment shall be deemed coupled with an interest, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Performance Shares (or assignment of distributions thereon) on the books and records of the Operating Partnerships.

(b) The Performance Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until vested in accordance with the terms of the Vesting Schedule and until any additional requirements or restrictions contained in this Award Agreement, the Plan and the Partner Agreement have been otherwise satisfied, terminated or expressly waived by the Operating Partnerships in writing; provided, however, that the foregoing shall not prohibit the assignment or transfer of any Performance Shares to (i) a transferee of the Participant pursuant to the applicable laws of descent and distribution, (ii) a spouse or lineal descendant (whether natural or adopted) of the Participant, or (iii) any Related Trust (as such term is defined in the Partnership Agreements), in each case subject to a risk of forfeiture until vested in accordance with the terms of the Vesting Schedule and until any additional requirements or restrictions contained in this Award Agreement, the Plan and the Partner Agreement have been otherwise satisfied, terminated or expressly waived by the Operating Partnerships in writing; provided, further, that the Participant shall be required to hold vested Performance Shares and Class P-4 Common Units in the Operating Partnerships (or Class A Shares, to the extent the Class P-4 Common Units are exchanged for Class A Shares) equal to at least [•] of the aggregate after-tax portion of the sum of (i) any vested Performance Shares and (ii) any vested Class P-4 Common Units in the Operating Partnerships (or Class A Shares, to the extent the Class P-4 Common Units are exchanged for Class A Shares) until the seven-year anniversary of the Date of Grant.

4. Tax Matters.

(a) As a condition to the grant and vesting of the Performance Shares, the Participant acknowledges and agrees that he or she is responsible for the payment of all income and employment taxes (and any other applicable taxes) payable in connection with the grant or vesting of, or otherwise in connection with, the Performance Shares. Each Operating Partnership shall have the power and the right to require the Participant to remit to such Operating Partnership such amount as is determined by the Operating Partnership to satisfy all applicable federal, state, and local taxes required by law or regulation to be

withheld with respect to any taxable event arising as a result of this Award Agreement. The Participant authorizes each Operating Partnership and its Subsidiaries to withhold such amounts due hereunder from any payments otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section.

(b) The Participant acknowledges and agrees that he or she shall not file, or cause to be filed, an election pursuant to Section 83(b) of the Code with respect to the grant of the Performance Shares.

(c) Promptly following any Vesting Date (as defined below), or earlier date when both the Service Condition and Performance Condition are met (or deemed met), the Operating Partnerships, or the Company, shall have the right to acquire from the Participant Performance Shares at Fair Market Value equal in value to the United States federal, state and local taxes expected to be incurred by the Participant with respect to the vesting of the Performance Shares (upon delivery by the Participant to the Operating Partnerships of such documentation supporting the amount so owed as the Operating Partnerships may reasonably request).

5. Award Agreement Subject to Plan and Partner Agreement. This Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this Award Agreement, the Plan and the provisions of the Partner Agreement, the provisions of this Award Agreement shall govern.

6. No Rights to Continuation of Active Service. Nothing in the Plan or this Award Agreement shall confer upon the Participant any right to continue as a limited partner of, or otherwise in the employ or service of, an Operating Partnership or any of its Subsidiaries or Affiliates, or shall interfere with or restrict the right of an Operating Partnership or its Subsidiaries or Affiliates, as the case may be, to terminate the Participant’s active involvement at any time for any reason whatsoever, with or without cause.

7. Governing Law; Submission to Jurisdiction. This Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware. The Participant hereby submits to and accepts for himself or herself and in respect of his or her property, generally and unconditionally, the exclusive jurisdiction of the state and federal courts of the State of Delaware for any dispute arising out of or relating to this Award Agreement or the breach, termination or validity thereof. The Participant further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified or registered mail return receipt requested or by receipted courier service to the Participant at the address for the Participant in the books and records of each Operating Partnership.

8. Award Agreement Binding on Successors. The terms of this Award Agreement shall be binding upon the Participant and upon the Participant’s heirs, executors, administrators, personal representatives, permitted transferees, assignees and successors in interest, and upon the Operating Partnerships and their respective successors and assignees, subject to the terms of the Plan.

9. No Assignment. Except as expressly set forth in this Award Agreement, neither this Award Agreement nor any rights granted herein shall be assignable by the Participant.

10. Necessary Acts. The Participant hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Award Agreement or that may reasonably be required of the Participant by the Operating Partnerships, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

11. Severability. Should any provision of this Award Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Award Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Award Agreement. Moreover, if one or more of the provisions contained in this Award Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.

12. Entire Award Agreement. This Award Agreement, the Plan and the Partner Agreement contain the entire agreement and understanding among the parties as to the subject matter hereof.

13. Headings. Section headings (including those in Exhibit A attached hereto) are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

14. Counterparts. This Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

15. Amendment. Except as specifically provided in the Partner Agreement, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date first set forth above.


SCULPTOR CAPITAL LP
By: Sculptor Capital Holding Corporation, its General Partner

By:
Name:
Title:

SCULPTOR CAPITAL ADVISORS LP
By: Sculptor Capital Holding Corporation, its General Partner

By:
Name:
Title:

SCULPTOR CAPITAL ADVISORS II LP
By: Sculptor Capital Holding Corporation, its General Partner

By:
Name:
Title:

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Award Agreement.


PARTICIPANT

Signature

Name: [•]

Address:

MANAGEMENT SHAREHOLDER VALUE CREATION PLAN

PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT

EXHIBIT A

1. General Vesting Schedule.

a. Vesting. The Performance Shares shall vest as specified below upon the satisfaction of both the Service Condition and the applicable Performance Condition (each as defined below) (each date on which both the Service Condition and the applicable Performance Condition have been met with respect to any Performance Share, a “Vesting Date”); provided, that, subject to Section 2 below, the Participant remains an Active Individual LP through the applicable Vesting Date (and has not resigned or provided notice of his or her resignation on or before such date); provided, further, that any Performance Share that has not vested as of the seventh anniversary of [•] (the “Vesting Commencement Date”) (the period from the Vesting Commencement Date through the seventh anniversary thereof, the “Performance Period”) shall be forfeited automatically. The Performance Condition may be satisfied at any time prior to the end of the Performance Period (including, for the avoidance of doubt, prior to the Service Condition being satisfied).

b. Service Condition. The “Service Condition” shall be satisfied as to one-third of the Performance Shares on each of the third, fourth and fifth anniversaries of the Vesting Commencement Date (each date, a “Service Condition Date”) (with the number of Performance Shares pursuant to which the Service Condition is satisfied on the first two Service Condition Dates being rounded to the nearest whole share and the Service Condition being satisfied as to 100% of the Performance Shares on the fifth anniversary of the Vesting Commencement Date); provided, that, subject to Section 2 below, the Participant remains an Active Individual LP through the applicable Service Condition Date (and has not resigned or provided notice of his or her resignation on or before such date).

c. Performance Condition. The “Performance Condition” shall be satisfied as to the percentage of Performance Shares set forth below on the date on which the threshold Total Shareholder Return specified below has been achieved during the Performance Period.


Total Shareholder Return Threshold		Percentage of Performance Shares
25%		33.3%
39%		33.3%
53%		33.4%

d. Definitions.

i. “Average Share Price” for any period shall mean the average closing price of a Class A Share reported on the New York Stock Exchange (or any other national securities exchange on which the Class A Shares are then listed) for the trading days that occur during such period.

ii. “Reference Price” for a Class A Share means the greater of (A) twenty-four dollars ($24) and (B) the Average Share Price for the trading days between January 1, 2021 and the Vesting Commencement Date.

iii. “Total Shareholder Return” for a Class A Share as of any date means a fraction, (i) the numerator of which is the sum of (A) the increase in the Average Share Price for the previous 60 calendar days compared to the Reference Price as of the Vesting Commencement Date and (B) the aggregate amount of distributions made in respect of one Class A Share after the Vesting Commencement Date, and (ii) the denominator of which is the Reference Price as of the Vesting Commencement Date, subject to any equitable adjustments for stock splits and other capitalization changes. The “Total Shareholder Return” for any Class A Share shall not take into account more than $4.00 (subject to any equitable adjustments for stock splits and other capitalization changes) of aggregate distributions per Class A Share during the period beginning on the Vesting Commencement Date until the end of the Distribution Holiday (as defined in the Partnership Agreements).

2. Termination upon Withdrawal. Upon a Withdrawal for any reason, (x) all Performance Shares that have met the Service Condition and the Performance Condition shall be retained by the Participant and (y) any unvested Performance Shares shall be treated as follows:

a. Withdrawal for Cause; Withdrawal due to Resignation. If the Participant is subject to a Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) of the Partnership Agreements or has provided notice of the Participant’s intention to become subject to a Withdrawal pursuant to clause (C) of Section 8.3(a)(i) (Resignation) of the Partnership Agreements, all of the then-unvested Performance Shares then held by the Participant shall be forfeited as of the date of such Withdrawal.

b. Withdrawal without Cause. If the Participant is subject to a Withdrawal without Cause (as defined in Exhibit E-1 of the Partnership Agreements), the Service Condition shall be deemed to be satisfied with respect to a number of additional Performance Shares equal to (x) the number of Performance Shares (i.e., [•]), multiplied by the number of months from the Vesting Commencement Date through the date of such Withdrawal, divided by sixty (60) (the “Covered Shares”), plus (y) the number of Performance Shares less the number of Covered Shares, which difference is then multiplied by 50%, less (z) the number of Performance Shares that had, prior to such Withdrawal, satisfied the Service Condition. The portion of the Performance Shares that have satisfied, or been deemed to have satisfied, the Service Condition (but have not yet satisfied the Performance Condition) as of the date of such Withdrawal shall remain outstanding and eligible to vest upon satisfaction of the Performance Condition until the second anniversary of the effective date of such Withdrawal; provided, that any unvested Performance Shares that have not satisfied the Performance Condition on or prior to the earlier of (A) such second anniversary or (B) the last day of the Performance Period shall be forfeited.

c. Death or Disability. In the event the Participant ceases to be an Active Individual LP due to his or her death or Disability, the Service Condition shall be waived and the Performance Shares shall remain outstanding and eligible to vest upon satisfaction of the Performance Condition until the second anniversary of the date of such death or Disability; provided, that any unvested Performance Shares that have not satisfied the Performance Condition on or prior to the earlier of (A) such second anniversary or (B) the last day of the Performance Period shall be forfeited.

3. Change of Control. The provisions of Section 11 of the Plan shall not apply to the Performance Shares. Rather, in the event of a Change of Control (as such term is defined in the Partnership Agreements), (x) all Performance Shares that have met the Service Condition and the Performance Condition shall be retained by the Participant and (y) with respect to any unvested Performance Shares, the Service Condition shall be waived and the Performance Condition shall be satisfied to the extent that such Change of Control results in achievement of the applicable Total Shareholder Return Threshold set forth in the table above. If the Total Shareholder Return achieved in a Change of Control is determined to be between any of the Total Shareholder Return Thresholds set forth in the table above, the determination of the number of Performance Shares that become vested in such Change of Control shall be determined by applying linear interpolation. With respect to any portion of the unvested Performance Shares (including any equity received in exchange of such Performance Shares) that do not satisfy the applicable Performance Condition in such Change of Control (referred to herein as the “Carryover Shares”), (i) 25% of such Carryover Shares shall be deemed to have satisfied the applicable Performance Condition immediately prior to such Change of Control and become fully vested and (ii) 75% of the Carryover Shares will remain outstanding and eligible to vest on the same terms and conditions as the Performance Shares.

Continued Compliance with Restrictive Covenants; Release. The Participant’s rights to any payments or other benefits under this Award Agreement, including the acceleration or continuation of any vesting of any Performance Shares under this Award Agreement, to be paid or provided after the Participant has ceased to be an Active Individual LP for any reason, are conditioned upon (i) the Participant’s execution and non-revocation of a general release agreement in the form attached as Exhibit A to the Partnership Agreements, subject only to revisions necessary to reflect changes in applicable law, and (ii) the Participant complying in all respects with the Partnership Agreements including, without limitation, the restrictions regarding Confidentiality, Intellectual Property, Non-Competition, Non-Solicitation, Non-Disparagement, Non-Interference, Short Selling, Hedging Transactions, and Compliance with Policies, set forth in Sections 2.12, 2.13, 2.18, and 2.19 of the Partnership Agreements. If the general release is not executed and effective no later than fifty-three (53) days following the Participant’s Withdrawal or Special Withdrawal pursuant to Section 8.3(g) of the Partnership Agreements, or if the Participant timely revokes his or her execution thereof, the Operating Partnerships shall have no further obligations under this Award Agreement to the Participant, and all Performance Shares then held by the Participant, if any, shall be forfeited.

Exhibit 10.2

FORM OF

SERVICE-BASED RESTRICTED SHARE AWARD AGREEMENT

This CLASS A SERVICE-BASED RESTRICTED SHARE AWARD AGREEMENT (this “Award Agreement”), dated as of [•], is made by and between Sculptor Capital, LP (“SC”), Sculptor Capital Advisors LP (“SCA”), and Sculptor Capital Advisors II LP (“SCAII,” and together with SC and SCA, the “Operating Partnerships”), and [•] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (the “Plan”) or if not defined therein, the Amended and Restated Agreement of Limited Partnership of the applicable Operating Partnership dated as of February 7, 2019 (as amended, modified, supplemented or restated from time to time, the “Partnership Agreements”). Where the context permits, references to any Operating Partnership shall include any successor to such Operating Partnership.

1. Grant of Restricted Shares.

(a) Subject to all of the terms and conditions of this Award Agreement, the Plan, and the Partnership Agreements, the Operating Partnerships hereby grant to the Participant [•] Class A service-based Restricted Shares (the “Restricted Shares”) in Sculptor Capital Management, Inc. (the “Company”).

(b) For purposes of this Award Agreement, “Partner Agreement” means [•].

2. Vesting of the Restricted Shares; Dividends.

(a) The term “vest” as used herein with respect to any Restricted Share means the lapsing of the restrictions described herein with respect to such Restricted Share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Shares will vest in accordance with the vesting schedule set forth in Exhibit A hereto (the “Vesting Schedule”).

(b) The Restricted Shares shall have such rights with respect to dividends declared by the Company on Class A Shares (“Distributions”) as are carried by other Class A Shares; provided that any Distributions payable with respect to such Restricted Shares that have not met the Service Condition (as such term is defined in the Vesting Schedule) (“Eligible Shares”) at the time of the payment of such Distributions shall be paid to the Participant by issuing to the Participant a number of Class A Shares equal to (x) the aggregate Distributions payable with respect to the Eligible Shares divided by (y) the Fair Market Value of a Class A Share on the date (or the immediately preceding trading day as determined by the Administrator in its discretion) on which Distributions are otherwise paid to holders of vested Class A Shares (any such newly issued Class A Shares, “Dividend Equivalent Shares”). Dividend Equivalent Shares will be subject to the same Service Conditions as the Eligible Shares and shall only become vested if, when and to the extent such underlying Eligible Shares vest.

(c) Notwithstanding any provision of this Award Agreement to the contrary, during the period commencing on the “Recapitalization Date” (as defined in the Partnership Agreements) and ending upon the expiration of the “Distribution Holiday” (as defined in the Partnership Agreements), the amount of any Dividend Equivalent Shares, distributions, dividends or dividend equivalents that may become payable on any Restricted Shares then-held by the Participant shall not exceed $4.00 per Class A Share (as such amount may be equitably adjusted for stock splits and other capitalization changes) underlying each such Restricted Share cumulatively during the Distribution Holiday.

3. Evidence of Ownership of Shares; Restrictions.

(a) Any share certificate or other evidence of ownership of the Restricted Shares will be in the name of the Participant but will be held by the Operating Partnerships until such time (if ever) that the Restricted Shares vest. The Participant agrees that, upon request of the Operating Partnerships, he or she will deliver to the Operating Partnerships share powers or other instruments of transfer or assignment, duly endorsed in blank with signature guaranteed, corresponding to each certificate for Restricted Shares or distributions thereon. If the Participant shall fail to provide the Operating Partnerships with any such share power or other instrument of transfer or assignment, the Participant hereby irrevocably appoints the Chief Legal Officer of the Operating Partnerships as his or her attorney-in-fact, which appointment shall be deemed coupled with an interest, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Restricted Shares (or assignment of distributions thereon) on the books and records of the Company.

(b) The Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until vested in accordance with the terms of the Vesting Schedule and until any additional requirements or restrictions contained in this Award Agreement, the Plan and the Partner Agreement have been otherwise satisfied, terminated or expressly waived by the Operating Partnerships in writing; provided, however, that the foregoing shall not prohibit the assignment or transfer of any Restricted Shares to (i) a transferee of the Participant pursuant to the applicable laws of descent and distribution, (ii) a spouse or lineal descendant (whether natural or adopted) of the Participant, or (iii) a Related Trust (as such term is defined in the Partnership Agreements), in each case, subject to a risk of forfeiture until vested in accordance with the terms of the Vesting Schedule and until any additional requirements or restrictions contained in this Award Agreement, the Plan and the Partner Agreement have been otherwise satisfied, terminated or expressly waived by the Operating Partnerships in writing.

4. Tax Matters.

(a) As a condition to the grant and vesting of the Restricted Shares, the Participant acknowledges and agrees that the Participant is responsible for the payment of all income and employment taxes (and any other applicable taxes) payable in connection with the grant or vesting of, or otherwise in connection with, the Restricted Shares. The Operating Partnerships shall have the power and the right to require the Participant to remit to the Operating Partnerships such amount as is determined by the Operating Partnerships,

consistent with the terms of the Plan, to satisfy all applicable federal, state, and local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of this Award Agreement. The Participant authorizes the Operating Partnerships and their respective Subsidiaries to withhold such amounts due hereunder from any payments otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving the Participant of any liability for satisfying his obligations under the preceding provisions of this Section.

(b) The Participant acknowledges and agrees that the Participant shall not file, or cause to be filed, an election pursuant to Section 83(b) of the Code with respect to the grant of the Performance Shares.

(c) Promptly following any Vesting Date (as defined in Exhibit A), or earlier date when the Service Condition is met or deemed met under Exhibit A below, the Operating Partnerships, or the Company, shall have the right to acquire from the Participant Restricted Shares equal in value to the United States federal, state and local taxes expected to be incurred by the Participant with respect to the vesting of the Restricted Shares (upon delivery by the Participant to the Operating Partnerships of such documentation supporting the amount so owed as the Operating Partnerships may reasonably request).

5. Award Agreement Subject to Plan and Partnership Agreements. This Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this Award Agreement, the Plan and the provisions of the Partner Agreement, the provisions of the Award Agreement shall govern.

6. No Rights to Continuation of Active Service. Nothing in the Plan or this Award Agreement shall confer upon the Participant any right to continue as a limited partner of, or otherwise in the employ or service of, the Operating Partnerships or any of its Subsidiaries or Affiliates, or shall interfere with or restrict the right of the Operating Partnerships or their respective Subsidiaries or Affiliates, as the case may be, to terminate the Participant’s active involvement at any time for any reason whatsoever, with or without cause.

7. Governing Law; Submission to Jurisdiction. This Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware. The Participant hereby submits to and accepts for himself or herself and in respect of his property, generally and unconditionally, the exclusive jurisdiction of the state and federal courts of the State of Delaware for any dispute arising out of or relating to this Award Agreement or the breach, termination or validity thereof. The Participant further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified or registered mail return receipt requested or by receipted courier service to the Participant at the address for the Participant in the books and records of the Operating Partnerships.

9. No Assignment. Except as expressly set forth in this Award Agreement, neither this Award Agreement nor any rights granted herein shall be assignable by the Participant.

12. Entire Award Agreement. This Award Agreement, the Plan and the Partner Agreement contain the entire agreement and understanding among the parties as to the subject matter hereof.

15. Amendment. Except as specifically provided in the Partner Agreement, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date first set forth above.

SCULPTOR Capital LP

By: Sculptor Capital Holding Corporation, its General Partner



By:
Name:		[•]
Title:		[•]

SCULPTOR Advisors LP

By: Sculptor Capital Holding Corporation, its General Partner



By:
Name:		[•]
Title:		[•]

SCULPTOR Advisors II LP

By: Sculptor Capital Holding Corporation, its General Partner



By:
Name:		[•]
Title:		[•]

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Award Agreement.

PARTICIPANT


Signature



Name:		[•]



Address:

RESTRICTED SHARE AWARD AGREEMENT

EXHIBIT A

1. General Vesting Schedule. Subject to Sections 2 and 3 below, one-third (1/3) of the Restricted Shares shall vest on each of the first three anniversaries of [•] (each, a “Vesting Date,” and such vesting condition, the “Service Condition”), provided that the Participant remains an Active Individual LP through the applicable Vesting Date (and has not resigned or provided notice of his or her resignation on or before such date). If the Participant ceases to be an Active Individual LP prior to the applicable Vesting Date, all of the Restricted Shares then held by the Participant shall be forfeited, except as otherwise provided in this Exhibit A.

2. Treatment upon Withdrawal. Upon a Withdrawal for any reason, (x) all Restricted Shares that have met the Service Condition shall be retained by the Participant and (y) any unvested Restricted Shares shall be treated as follows:

a. Withdrawal for Cause; Withdrawal due to Resignation. If the Participant is subject to a Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) of the Partnership Agreements or has provided notice of the Participant’s intention to become subject to a Withdrawal pursuant to clause (C) of Section 8.3(a)(i) (Resignation) of the Partnership Agreements), all of the then-unvested Restricted Shares then held by the Participant shall be forfeited as of the date of such Withdrawal.

b. Withdrawal without Cause. If the Participant is subject to a Withdrawal without Cause (as defined in Exhibit E-1 of the Partnership Agreements), the Service Condition shall, subject to satisfaction of the release condition described in Section 4 of this Exhibit A, be deemed to be satisfied with respect to the Restricted Shares; provided, however, that the Restricted Shares which had not previously satisfied the Service Condition (without regard to the waiver contemplated herein) may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the previously scheduled Vesting Date(s).

c. Death or Disability. In the event of the Participant ceases to be an Active Individual LP due to death or Disability (as defined in the Partnership Agreements), the Service Condition shall, subject to satisfaction of the release condition described in Section 4 of this Exhibit A, be waived; provided, however, that the Restricted Shares which had not previously satisfied the Service Condition (without regard to the waiver contemplated herein) may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the previously scheduled Vesting Date(s).

3. Change of Control. If the Participant is subject to a Withdrawal without Cause within twelve (12) months following a Change of Control (as such term is defined in the Partnership Agreements), the Service Condition shall, subject to satisfaction of the release condition described in Section 4 of this Exhibit A, be deemed to be satisfied with respect to the Restricted Shares and such shares will not be subject to the transfer restrictions as contemplated in Section 2(b) of this Exhibit A.

4. Continued Compliance with Restrictive Covenants; Release. As a condition precedent to the vesting of any of the Restricted Shares permitted under the terms of this Award Agreement, the Plan, or the Partner Agreement, as applicable, after the Participant ceases to be an Active Individual LP (other than due to death), the Participant must: (x) execute a general release agreement in compliance with Section 8.3(g) of the Limited Partnership Agreement, and such general release must become effective as provided therein, and (y) continue to comply with all applicable restrictive covenants to which the Participant is subject, whether contained in the Limited Partnership Agreement, the Partner Agreement or otherwise.

Exhibit 10.3

FORM OF CASH-SETTLED RSU AWARD AGREEMENT

This CLASS A CASH-SETTLED RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of [•], is made by and between Sculptor Capital, LP (“SC”), Sculptor Capital Advisors LP (“SCA”), and Sculptor Capital Advisors II LP (“SCAII,” and, together with SC and SCA, the “Operating Partnerships”), and [•] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Och-Ziff Capital Management Group LLC 2013 Incentive Plan (the “Plan”) or if not defined therein, the Amended and Restated Agreement of Limited Partnership of the applicable Operating Partnership dated as of February 7, 2019 (as amended, modified, supplemented or restated from time to time, the “Partnership Agreements”). Where the context permits, references to any Operating Partnership shall include any successor to such Operating Partnership.

1. Grant of Restricted Share Units.

(a) Subject to all of the terms and conditions of this Award Agreement, the Plan, and the Partnership Agreements, the Operating Partnerships hereby grant to the Participant [•] cash-settled Class A restricted share units (the “RSUs”) in Sculptor Capital Management, Inc. (the “Company”).

(b) For purposes of this Award Agreement, “Partner Agreement” means [•].

2. Form of Payment.

(a) Each RSU granted hereunder shall represent the right to receive cash equal to the Fair Market Value of one Class A Share on the date such RSU becomes vested in accordance with the vesting schedule set forth in Exhibit A hereto (or the immediately preceding trading day as determined by the Administrator in its discretion), which payment shall be made within three business days following the date on which such RSU becomes vested.

(b) In addition, the Participant will be credited with Distribution Equivalents with respect to the RSUs, calculated as follows: with respect to any RSUs granted on or prior to the record date applicable to a cash distribution, on each date that any such cash distribution is paid to all holders of Class A Shares while the RSUs are outstanding, the Participant’s account shall be credited with the right to receive an amount of cash equal to the amount of such Distribution Equivalents. The right to receive cash credited under this Section shall be subject to the same terms and conditions applicable to the RSUs originally awarded hereunder and will be paid on the same date as the RSUs in respect of which such Distribution Equivalents are awarded become vested and are paid hereunder. The Distribution Equivalents referenced in this Section 2(b) may be granted under the Plan or any predecessor or successor thereto.

(c) Notwithstanding any provision of this Award Agreement to the contrary, during the period commencing on the “Recapitalization Date” (as defined in the Partnership Agreements) and ending upon the expiration of the “Distribution Holiday” (as defined in the Partnership Agreements), the amount of any Distribution Equivalents, distributions, dividends or dividend equivalents that may become payable on any RSUs then-held by the Participant shall not exceed $4.00 per Class A Share (as such amount may be equitably adjusted for stock splits and other capitalization changes) underlying each such RSU cumulatively during the Distribution Holiday.

3. Restrictions

(a) The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and shall be subject to a risk of forfeiture until vested in accordance with the terms of the Vesting Schedule and until any additional requirements or restrictions contained in this Award Agreement, the Plan and the Partner Agreement have been otherwise satisfied, terminated or expressly waived by the Operating Partnerships in writing; provided, however, that the foregoing shall not prohibit the assignment or transfer of the right to payment with respect to the RSUs to (i) a transferee of the Participant pursuant to the applicable laws of descent and distribution, (ii) a spouse or lineal descendant (whether natural or adopted) of the Participant, or (iii) any Related Trust (as such term is defined in the Partnership Agreements), in each case subject to a risk of forfeiture until vested in accordance with the terms of the Vesting Schedule and until any additional requirements or restrictions contained in this Award Agreement, the Plan and the Partner Agreement have been otherwise satisfied, terminated or expressly waived by the Operating Partnerships in writing.

(b) The RSUs shall become vested in accordance with the Vesting Schedule and the cash-equivalent amount to which such vested RSUs relate (including Distribution Equivalents) shall become payable hereunder on the third business day thereafter (provided, that such payment is otherwise in accordance with federal and state securities and tax laws, including satisfaction of all withholding requirements).

(c) Any proceeds received by the Participant in respect of the RSUs, and any dividends or Distribution Equivalent on any RSU, shall be subject to all applicable provisions of the Partner Agreement, including without limitation, the forfeiture and clawback provisions set forth in the Partner Agreement.

4. Voting and Other Rights. The Participant shall have no rights of a shareholder (including the right to distributions, except as expressly provided herein) with respect to the RSUs.

6. No Rights to Continuation of Active Service. Nothing in the Plan or this Award Agreement shall confer upon the Participant any right to continue as a limited partner of, or otherwise in the employ or service of, the Operating Partnerships or any of its Subsidiaries or Affiliates, or shall interfere with or restrict the right of the Operating Partnerships or their respective Subsidiaries or Affiliates, as the case may be, to terminate the Participant’s active involvement at any time for any reason whatsoever, with or without cause.

7. Section 409A Compliance. The intent of the parties is that payments and benefits under this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service for purposes of this Award Agreement until the Participant would be considered to have incurred a “separation from service” within the meaning of Section 409A of the Code. Any payments described in this Award Agreement or the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, payment shall be made in accordance with Exhibit A, notwithstanding any provision for accelerated vesting under the Plan. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, no Change in Control shall be deemed to have occurred unless it constitutes a change in control event under Section 409A of the Code. Notwithstanding anything to the contrary in this Award Agreement or the Plan, to the extent that any RSUs are payable to a “specified employee” (within the meaning of Section 409A of the Code) upon a separation from service and such payment would result in the imposition of any individual penalty tax or late interest charges imposed under Section 409A of the Code, the payment of such awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if a period specified for execution of a release of claims begins in one taxable year and ends in a second taxable year, the payment of the RSUs shall occur in the second taxable year

8. Governing Law; Submission to Jurisdiction. This Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware. The Participant hereby submits to and accepts for himself or herself and in respect of his property, generally and unconditionally, the exclusive jurisdiction of the state and federal courts of the State of Delaware for any dispute arising out of or relating to this Award Agreement or the breach, termination or validity thereof. The Participant further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified or registered mail return receipt requested or by receipted courier service to the Participant at the address for the Participant in the books and records of the Operating Partnerships.

9. Award Agreement Binding on Successors. The terms of this Award Agreement shall be binding upon the Participant and upon the Participant’s heirs, executors, administrators, personal representatives, permitted transferees, assignees and successors in interest, and upon the Operating Partnerships and their respective successors and assignees, subject to the terms of the Plan.

10. No Assignment. Except as expressly set forth in this Award Agreement, neither this Award Agreement nor any rights granted herein shall be assignable by the Participant.

11. Necessary Acts. The Participant hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Award Agreement or that may reasonably be required of the Participant by the Operating Partnerships, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

12. Severability. Should any provision of this Award Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Award Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Award Agreement. Moreover, if one or more of the provisions contained in this Award Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.

13. Entire Award Agreement. This Award Agreement, the Plan and the Partner Agreement contain the entire agreement and understanding among the parties as to the subject matter hereof.

14. Headings. Section headings (including those in Exhibit A attached hereto) are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

15. Counterparts. This Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

16. Amendment. Except as specifically provided in the Partner Agreement, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto and no such amendment or modification shall be made to the extent it violates Section 409A of the Code.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date first set forth above.


SCULPTOR Capital LP
By: Sculptor Capital Holding Corporation, its General Partner



By:


Name:
Title:

SCULPTOR Advisors LP
By: Sculptor Capital Holding Corporation, its General Partner



By:


Name:
Title:

SCULPTOR Advisors II LP
By: Sculptor Capital Holding Corporation, its General Partner



By:


Name:
Title:

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Award Agreement.


PARTICIPANT



Signature


Name:		[•]

CASH-SETTLED AWARD AGREEMENT

EXHIBIT A

1. General Vesting Schedule. Subject to Sections 2 and 3 below, one-third (1/3) of the RSUs shall vest on each of the first three anniversaries of [•] (each, a “Vesting Date”), provided that the Participant remains an Active Individual LP through the applicable Vesting Date (and has not resigned or provided notice of his or her resignation on or before such date). If the Participant ceases to be an Active Individual LP prior to the applicable Vesting Date, all of the RSUs then held by the Participant shall be forfeited, except as otherwise provided in this Exhibit A.

2. Termination of Service.

a. Withdrawal for Cause; Withdrawal due to Resignation. If the Participant is subject to a Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) of the Partnership Agreements or has provided notice of the Participant’s intention to become subject to a Withdrawal pursuant to clause (C) of Section 8.3(a)(i) (Resignation) of the Partnership Agreements), all of the RSUs shall be forfeited as of the date of such Withdrawal.

b. Withdrawal without Cause. If the Participant is subject to a Withdrawal without Cause (as defined in Exhibit E-1 of the Partnership Agreements), subject to satisfaction of the release condition described in Section 4 of this Exhibit A, the RSUs shall remain outstanding and shall vest and be payable on the same terms and conditions as if the Participant had remained an Active Individual LP through the applicable Vesting Date(s).

c. Death or Disability. In the event of the Participant ceases to be an Active Individual LP due to death or Disability (as defined in the Partnership Agreements), subject to satisfaction of the release condition described in Section 4 of this Exhibit A, the RSUs shall remain outstanding and shall vest and be payable on the same terms and conditions as if the Participant had remained an Active Individual LP through the applicable Vesting Date(s).

3. Change of Control. If the Participant is subject to a Withdrawal without Cause within the twelve (12) months following a Change of Control (as such term is defined in the Partnership Agreements), subject to satisfaction of the release condition described in Section 4 of this Exhibit A, all of the RSUs then held by the Participant shall become vested on the date of such Withdrawal and the Participant shall be entitled to receive cash equal to the Fair Market Value of one Class A Share as of the date of Withdrawal with respect to each such RSU that becomes vested hereunder within 60 days following the date of such Withdrawal but in no event earlier than the date on which any applicable revocation period set forth in the general release agreement expires (and in the event the designated 60-day period begins in one taxable year and ends in the next taxable year, settlement shall occur in the second taxable year).

4. Continued Compliance with Restrictive Covenants; Release. As a condition precedent to any continued vesting or payment of the RSUs permitted under the terms of this Award Agreement, the Plan, or the Partner Agreement, as applicable, after the Participant ceases to be an Active Individual LP (other than due to death), the Participant must: (x) execute a general release agreement in compliance with Section 8.3(g) of the Limited Partnership Agreement, and such general release must become effective as provided therein, and (y) continue to comply with all applicable restrictive covenants to which the Participant is subject, whether contained in the Limited Partnership Agreement, the Partner Agreement or otherwise.

Exhibit 10.4

Form of Class P-4 Common Units

Class P-4 Common Unit Award Agreement

To: [•]

Dear [•]:

We are pleased to confirm that you have been awarded a conditional grant of Class P-4 Common Units (the “Class P-4 Units”) in each of Sculptor Capital, LP (“SC”), Sculptor Capital Advisors LP (“SCA”), and Sculptor Capital Advisors II LP (“SCAII,” and together with SC and SCA, the “Partnerships”), in each case, pursuant to the limited partnership agreement of the applicable Partnership (such limited partnership agreements, the “LPAs”) (your “Class P-4 Grants”). Capitalized terms used in this Award Agreement (this “Award Agreement”) and not defined herein will have the meaning assigned to them in the LPAs.

Your Class P-4 Grants shall be conditionally issued to you by the Partnerships in the numbers specified below and effective as of the date of grant specified below:

Class P-4 Grants:

(1) SC Class P-4 Units: [•] Class P-4 Units in SC

(2) SCA Class P-4 Units: [•] Class P-4 Units in SCA

(3) SCAII Class P-4 Units: [•] Class P-4 Units in SCAII

Date of Grant: [•]

Vesting Commencement Date: [•]

Certain Defined Terms

Notwithstanding anything to the contrary in the LPAs, the following defined terms shall apply to your Class P-4 Units:

”“Class P Service Condition” or “Service Condition” shall be satisfied as to one-third of the Class P-4 Units on each of the third, fourth and fifth anniversaries of the Vesting Commencement Date (each date, a “Service Condition Date”) (with the number of Class P-4 Units pursuant to which the Service Condition is satisfied on the first two Service Condition Dates being rounded to the nearest whole unit and the Service Condition being satisfied as to 100% of the Class P-4 Units on the fifth anniversary of the Vesting Commencement Date); provided, that, except as otherwise contemplated in this Award Agreement, you remain an Active Individual LP through the applicable Service Condition Date (and you have not resigned or provided notice of your resignation on or before such date).

“Class P Performance Condition” or “Performance Condition” shall be satisfied as to the percentage of Class P-4 Units set forth below on the date on which the Total Shareholder Return specified below has been achieved during the Class P Performance Period.


Total Shareholder Return Threshold		Percentage of Class P-4 Units
66%		25%
80%		25%
94%		25%
108%		25%

“Class P Performance Period” means the period beginning on the Vesting Commencement Date and ending on the seventh anniversary of the Vesting Commencement Date.

“Reference Price” means the greater of (x) twenty-four dollars ($24) and (y) the Average Share Price for the trading days between January 1, 2021 and the Vesting Commencement Date.

“Total Shareholder Return” means, as of any date, a fraction, (i) the numerator of which is the sum of (A) the increase in the Average Share Price for the previous 60 calendar days compared to the Reference Price as of the Vesting Commencement Date and (B) the aggregate amount of distributions made in respect of one Class A Share after the Vesting Commencement Date, and (ii) the denominator of which is the Reference Price, subject to any equitable adjustments for stock splits and other capitalization changes. The “Total Shareholder Return” for any Class P-4 Unit shall not take into account more than $4.00 (subject to any equitable adjustments for stock splits and other capitalization changes) of aggregate distributions per Class A Share during the period beginning on the Recapitalization Date until the end of the Distribution Holiday.

“Individual Partner Agreement” shall mean [•].

Interim Distributions

Any Class P-4 Unit that has satisfied a Class P Performance Condition but not yet met the Class P Service Condition (as such terms are defined above) (“Eligible Units”) shall have a notional right to any distributions made on Class A Units (“Distributions”); provided, that any Distributions payable with respect to such Class P-4 Units shall be paid to the Participant by issuing to him or her a number of Class P-4 Units equal to (x) the aggregate Distributions payable with respect to the Eligible Units divided by (y) the Fair Market Value of a Class A Share on the date (or the immediately preceding trading day as determined by the Partnerships in their discretion)

on which Distributions are otherwise paid to holders of Class A Units (any such newly issued Class P-4 Units, “Dividend Equivalent P Units”). Dividend Equivalent P Units will be subject to the same Class P Service Conditions as the Eligible Units and shall only become vested if, when and to the extent such underlying Eligible Units vest. No Class P-4 Units shall have rights to Distributions with a record date prior to the date on which such Class P-4 Units have satisfied a Class P Performance Condition.

Vesting (General)

The Class P-4 Units shall vest as specified above upon the satisfaction of both the Class P Service Condition and the applicable Class P Performance Condition (each date on which both the Class P Service Condition and the applicable Class P Performance Condition have been met with respect to any Class P-4 Unit, a “Vesting Date”; provided, that, except as otherwise set forth in this Award Agreement, you remain an Active Individual LP through the applicable Vesting Date (and have not resigned or provided notice of your resignation on or before such date); provided, further, that any Class P-4 Unit that has not vested as of last day of the Class P Performance Period shall be forfeited automatically. Notwithstanding anything to the contrary in the LPAs, the Performance Condition of the Class P-4 Units may be satisfied at any time (including, for the avoidance of doubt, prior to the Service Condition being satisfied).

Treatment upon Withdrawal

Notwithstanding anything to the contrary in the LPAs, (x) upon a Withdrawal for any reason, you shall retain all Class P-4 Units that have met the Service Condition and Performance Condition and (y) any unvested Class P-4 Units shall be treated as follows:

•

Withdrawal for Cause; Withdrawal due to Resignation. If you are subject to a Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) of the LPAs or you provided notice of your intention to become subject to a Withdrawal pursuant to clause (C) of Section 8.3(a)(i) (Resignation) of the LPAs, all of the then-unvested Class P-4 Units shall be forfeited and cancelled as of the date of such Withdrawal.

•

Withdrawal without Cause. If you are subject to a Withdrawal without Cause (as defined in Exhibit E-1 of the LPAs), the Service Condition shall be deemed to be satisfied with respect to a number of additional Class P-4 Unit equal to (x) the number of Class P-4 Units, multiplied by the number of months from the Vesting Commencement Date through the date of such Withdrawal, divided by sixty (60) (the “Covered Units”), plus (y) the number of Class P-4 Units less the number of Covered Units, which difference is then multiplied by fifty percent (50%), less (z) the number of Class P-4 Units that had, prior to such Withdrawal, satisfied the Service Condition. The portion of the Class P-4 Units that have satisfied, or been deemed to have satisfied, the Service Condition (but not yet satisfied the Performance Condition) as of the date of such Withdrawal shall remain outstanding and eligible to vest upon satisfaction of the Performance Condition until the second anniversary of the effective date of such Withdrawal; provided, that any unvested Class P-4 Units that have not satisfied the Performance Condition on or prior to the earlier of (A) such second anniversary or (B) the last day of the Performance Period shall be forfeited.

•

Death or Disability. In the event you cease to be an Active Individual LP due to your death or Disability, the Service Condition shall be waived and the Class P-4 Units shall remain outstanding and eligible to vest upon satisfaction of the Performance Condition until the second anniversary of the date of such death or Disability; provided, that any unvested Class P-4 Units that have not satisfied the Performance Condition on or prior to the earlier of (A) such second anniversary or (B) the last day of the Performance Period shall be forfeited.

Treatment upon Change of Control

In the event of a Change of Control (as such term is defined in the LPAs), (x) all Class P-4 Units that have met the Service Condition and Performance Condition shall be retained by you and (y) with respect to any unvested Class P-4 Units, the Service Condition shall be waived and the Performance Condition shall be satisfied to the extent that such Change of Control results in achievement of the applicable Total Shareholder Return Threshold set forth in the table above. If the Total Shareholder Return achieved in a Change of Control is determined to be between any of the Total Shareholder Return Thresholds set forth in the table above, the determination of the number of Class P-4 Units that become vested in such Change of Control shall be determined by applying linear interpolation. With respect to any portion of the unvested Class P-4 Units (including any equity received in exchange of such Class P-4 Units) that do not satisfy the applicable Performance Condition in such Change of Control (referred to herein as the “Carryover Units”), (i) 25% of such Carryover Units shall be deemed to have satisfied the applicable Performance Condition immediately prior to such Change of Control and (ii) 75% of the Carryover Units will remain outstanding and eligible to vest on the same terms and conditions as the Class P-4 Units.

Condition to Vesting; Holding Requirement

Your rights to any payments or other benefits under this Award Agreement, including the acceleration or waiver of vesting or continued eligibility to become vested in any Class P-4 Units under this Award Agreement, to be paid or provided after you have ceased to be an Active Individual LP for any reason, are conditioned upon (i) your execution and non-revocation of a general release agreement in the form attached as Exhibit A to the LPAs, subject only to revisions necessary to reflect changes in applicable law, and (ii) your complying in all respects with the LPAs (as modified by the Individual Partner Agreement) including, without limitation, the restrictions regarding Confidentiality, Intellectual Property, Non-Competition, Non-Solicitation, Non-Disparagement, Non-Interference, Short Selling, Hedging Transactions, and Compliance with Policies, set forth in Sections 2.12, 2.13, 2.18, and 2.19 of the LPAs. If the general release is not executed and effective no later than fifty-three (53) days following your Withdrawal or Special Withdrawal, or if you timely revoke your execution thereof, the Partnerships shall have no further obligations under this Award Agreement, and all Class P-4 Units to the extent not yet vested, if any, shall be forfeited.

You acknowledge and agree that, for a period of no less than seven (7) years following the Vesting Commencement Date, you shall be required to hold at least [•]% of the aggregate vested after-tax portion of the sum of (i) any Class P-4 Units (or Class A Shares, to the extent the Class P-4 Units are exchanged for Class A Shares) and (ii) any Class A Shares issued in respect of the vesting of any performance-based restricted Class A Shares of Sculptor Capital Management, Inc.

Other Conditions

The Class P-4 Units constituting each of your Class P-4 Grants is subject to, and conditional on, your compliance with the conditions specified in the LPAs and, by signing this Award Agreement, you acknowledge (i) your receipt of your Class P Unit Grants described above, (ii) your receipt of the LPAs, and (iii) that the Class P-4 Units are subject to the terms and conditions of the LPAs (as modified by this Award Agreement). For the avoidance of doubt, Class P-4 Common Units will (i) constitute Och-Ziff Operating Group P Units (as such term is defined in the Exchange Agreement, dated as of March 1, 2017, by and among Sculptor Capital Management Inc. and the other parties thereto) and (ii) be entitled to rights set forth in Section 3.1(j)(ii) through 3.1(j)(v) of the LPAs, in each case subject to the terms and conditions as set forth therein.

This Award Agreement may be signed in counterparts and all signed copies of this Award Agreement will together constitute one original. This Award Agreement shall be a “Partner Agreement” (as defined in the LPAs).

* * *

Please sign this Award Agreement in the space provided below to confirm your Class P-4 Unit and return a copy at your earliest convenience.

Acknowledge and agreed:

[•]


Sculptor Capital LP

By:		Sculptor Capital Holding
		Corporation, its general partner


Name:
Title:

Sculptor Capital Advisors LP
By:		Sculptor Capital Holding
		Corporation, its general partner


Name:
Title:

Sculptor Capital Advisors II LP

By:		Sculptor Capital Holding
		Corporation, its general partner


Name:
Title: