The 2021 Sculptor Deferred Cash Interest Plan for Employees and Directors

Administrator means the PMC Chairman (as defined in the Limited Partnership Agreements); provided however that with respect to an Award to a Director, the Compensation Committee shall oversee the PMC Chairman and have ultimate decision-making authority with respect to such Award.

Affiliate means, with respect to the Partnerships, any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Partnerships. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Award means a notional U.S. dollar amount paid in cash to a Participant in accordance with the terms of this Plan.

Award Agreement means the award acceptance form to be entered into by a Participant in connection with an Award.

Compensation Committee means the compensation committee of the Board of Directors of Sculptor.

Director means an independent member of the Board of Directors of Sculptor.

Eligible Person means any employee of any of the Partnerships or their Affiliates or Director; provided always that the relevant individual has been selected as a Participant by the Administrator pursuant to the Administrator’s authority in Article 6, to receive an Award.

Fund Investment Account means the book-keeping entry account maintained by the Partnerships for each Participant that reflects such Participant’s Award and adjustments thereto (including gains, losses and expenses).

General Partner means, Sculptor Capital Holding Corporation and any other entity from time to time serving as general partner (or equivalent) of one of the Partnerships.

Grant Date means the effective date on which the Administrator grants an Award.

Limited Partnership Agreements means the limited partnership agreements of each of the Partnerships.

Notional Investment Date means the first day of the calendar month following the Grant Date of an Award.

Notional Investment End Date means, in the case of an Award to a Director, the earlier of January 1 or July 1 immediately following a Termination of Affiliation.

Sculptor Funds shall have the meaning set forth in Section 4.3 herein.

Sculptor Group shall have the meaning ascribed to Och-Ziff Group in the Limited Partnership Agreements.

Participant means an Eligible Person who has been selected by the Administrator, in his sole discretion, to participate in this Plan.

Partnerships means each of Sculptor Capital LP, Sculptor Capital Advisors LP, Sculptor Capital Advisors II LP, and any other partnership or entity whose general partner (or equivalent) is a General Partner.

Termination of Affiliation means, (i) in the case of an employee, the Participant’s termination of employment with the Partnerships and their Affiliates; provided, however that a Termination of Affiliation shall not include a termination of employment due to Participant becoming an Individual Limited Partner (as defined in the Limited Partnership Agreements) of any of the Partnerships or (ii) in the case of a Director, the Participant’s service as a Director is terminated for any reason.

Vested means a Participant has an interest in a portion of his or her Fund Investment Account with respect to an Award that is not forfeitable other than as described in Section 3.2 below.

Vesting Date means the date upon which all or a portion of an Award vests in accordance with this Plan and the relevant Award Agreement.

Eligibility. The Administrator may grant Awards to any Eligible Person, whether or not he or she has previously received an Award.

Award Agreement. To the extent not set forth in this Plan, the terms and conditions of each Award (which need not be the same for each Award or for each Participant) shall be set forth in an Award Agreement substantially in the form attached as Exhibit A (for employees) and Exhibit B (for Directors) hereto (which form may be changed from time to time by the Administrator in his sole discretion).

Award Amount; Vesting. Except as otherwise designated by the Administrator and as set forth in an Award Agreement, (i) in the case of an employee, an Award shall vest in three equal annual installments commencing on January 1^st of the calendar year following the Grant Date and, thereafter, on the first and second anniversaries of such date and (ii) in the case of a Director, an Award shall vest on January 1^st of the calendar year following the Grant Date. A Participant will become Vested in amounts credited to his or her Fund Investment Account in respect of an Award in accordance with such vesting schedule, provided that, except as otherwise set forth in the applicable Award Agreement, the Participant has not experienced a Termination of Affiliation and, in the case of an employee, has not given notice of his or her resignation on or prior to such Vesting Date.

Forfeiture. Except as otherwise set forth in the applicable Award Agreement, upon a Participant’s Termination of Affiliation or, if earlier, (where the Participant is an employee), upon receipt of the Participant’s notice of resignation, the portion of the Participant’s Fund Investment Account which is not Vested as of such date shall be forfeited. In addition, (where the Participant is an employee), in the event of a Participant’s Termination of Affiliation for Cause or any breach by the Participant of restrictive covenants applicable to the Participant, (i) the Participant’s Fund Investment Account shall be forfeited in full and all allocations and payments in respect thereof that would otherwise have been received by such Participant on or after the date of such breach shall not thereafter be made and (ii) the Participant shall immediately pay to the Partnerships a lump-sum cash amount equal to the total after-tax amount received by him or her as payments in cash pursuant to Section 3.3 of this Plan during the 24-month period prior to the date of such Termination of Affiliation or such breach.

Payments in Respect of Fund Investment Accounts. Subject to the provisions of Section 8.3, a Participant shall receive a lump sum cash payment in respect of each Vested portion of his or her Fund Investment Account on a date to be determined by the General Partner and (i) in the case of an employee, expected to be on or about the last day of the calendar month in which the applicable Vesting Date occurs; provided that such payment shall be made in all events within seventy (70) days following the applicable Vesting Date or (ii) in the case of a Director, expected to be on or about the last day of the calendar month following the Notional Investment End Date; provided that such payment shall be made in all events within seventy (70) days following the Notional Investment End Date. Such payment shall be made by Sculptor Capital LP to except to the extent that the Administrator determines in his sole discretion that other Partnerships should pay some or all of the amount payable to the Participant.

Restrictions on Transfer. No Award shall be transferable by a Participant under any circumstances and any purported transfer shall be null and void and of no force and effect.

Crediting of Awards to Fund Investment Accounts. A Participant’s Award shall be credited to his or her Fund Investment Account on the Notional Investment Date.

Deemed Investment Fund Allocation. A Participant’s Award shall be deemed invested on a no-fee, no-carry basis in one or more of the investment funds set forth in Section 4.3 below as determined by the Administrator in his sole discretion.

Investment Funds. The Administrator in his sole discretion may make Awards under this Plan in respect of notional investments in any class of interests in any of the investment funds managed or sponsored by the Partnerships or their Affiliates from time to time (collectively, the “Sculptor Funds”). If the Administrator in his sole discretion determines that any Sculptor Fund in respect of which all or part of an Award was granted to a Participant should cease to be available under this Plan for any reason, the Administrator shall have the authority to reallocate the portion of such Participant’s Fund Investment Account that had previously been attributable to notional investments in such Sculptor Fund pursuant to such Award (including any notional earnings, gains, losses and expenses relating thereto) to one or more of the other Sculptor Funds available at such time.

Investment Fund Designation and Reallocations. With respect to each Award, the Administrator shall initially designate in an Award Agreement the Sculptor Funds (and, if applicable, the class of interests therein) to which such Award shall be allocated and the proportions of such Award that shall be allocated to each such Sculptor Fund. After the Grant Date of any Award, the Administrator in his sole discretion may determine to reallocate all or any of the portion of such Participant’s Fund Investment Account that is attributable to the notional investments made in any Sculptor Fund pursuant to such Award (including any notional earnings, gains, losses and expenses relating thereto) to one or more of the other Sculptor Funds available at such time.

Calculation of Deemed Investments. For book-keeping purposes, each portion of a Participant’s Fund Investment Account allocated to a notional investment in a class of interests in a Sculptor Fund shall be converted into notional interests of such fund by dividing the amount so allocated by the value of an interest of such class on the Notional Investment Date, which value shall be determined by the Administrator based on the portion of such fund’s net asset value allocated to such class of interests of such fund (if applicable, or based on any other valuation consistent with the governing documents of the relevant Sculptor Fund or the policies of the Sculptor Group) on the Notional Investment Date. Thereafter, a Participant’s notional investment in each such class of interests of such fund will be valued by the Administrator as of any Vesting Date (or the Notional Investment End Date following the Vesting Date, in the case of a Director) or date of any reallocation made in accordance with Sections 4.3 or 4.4 by multiplying the number of notional interests credited to his or her Fund Investment Account in respect of such class of interests of such fund on such date by the value of an interest of such class on such date, which value shall be determined based on the fund’s net asset value (if applicable, or based on any other valuation consistent with the governing document of the relevant Sculptor Fund or the policies of the Sculptor Group) on the Vesting Date (or the Notional Investment End Date following the Vesting Date, in the case of a Director).

Notional Investments. This Plan provides only for “notional investments.” Therefore, earnings, gains, expenses and losses reflected by changes in the valuation of a Participant’s Fund Investment Account or the portions thereof allocated to notional investments in particular Sculptor Funds determined by the Administrator from time to time in accordance with Section 4.5 are hypothetical and not actual, but shall be applied to measure the value of a Participant’s Fund Investment Account and the amount of liability of Sculptor Capital LP (or other entity as determined by the Administrator) to make payments to, or on behalf of, the Participant.

Beneficiary Designation. Each Participant shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries (both principal as well as contingent) to whom payment of the Vested portion of the Participant’s Fund Investment Account (if any) shall be made in the event of the Participant’s death. In the event of multiple beneficiaries, such payment shall be apportioned among the beneficiaries in accordance with the applicable designation forms. A beneficiary designation may be changed by a Participant by filing such change on a form prescribed by the Administrator. The receipt of a new beneficiary designation form will cancel all previously filed beneficiary designations.

Failure to Designate. If a Participant fails to designate a beneficiary as provided above, or if all designated beneficiaries predecease the Participant, then all payments hereunder in respect of the Participant shall be made to the Participant’s estate.

Administrator. The Administrator is responsible for the administration of this Plan. The Administrator has the authority to name one or more delegates to carry out certain responsibilities hereunder. Any such delegate shall have (a) the power and authority to take all necessary actions to carry out the ordinary course duties generally undertaken by the Administrator and (b) the power and authority to sign contracts, certificates and other instruments, subject in the case of each of clauses (a) and (b) to the general or specific, written or oral authorization of the Administrator.

Action. Action by the Administrator may be taken in accordance with procedures that the Administrator adopts from time to time and that the Legal Department of the Sculptor Group determines are legally permissible.

Powers of the Administrator. The Administrator shall administer and manage this Plan and shall have (and shall be permitted to delegate in accordance with this Plan) all powers necessary to accomplish that purpose, including (but not limited to) the following:

Compensation, Indemnity and Liability. The Administrator will serve without bond and without compensation for services hereunder. All expenses of this Plan and the Administrator will be paid by the Partnerships. To the extent deemed appropriate by the Administrator, any such expense may be charged against specific Participant Fund Investment Accounts, thereby reducing the obligation of the Partnerships. Neither the Administrator nor any individual acting as the delegate of the Administrator shall be liable for any act or omission of any other member or individual, nor for any act or omission on his or her own part, excepting his or her own willful misconduct. The Partnerships will indemnify and hold harmless the Administrator and any service provider of the Partnerships (or an affiliate, if recognized as an affiliate for this purpose by the Administrator) acting as the delegate of the Administrator against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his or her service as Administrator (or his or her serving as the delegate of the Administrator), excepting only expenses and liabilities arising out of his or her own willful misconduct.

Taxes. If the whole or any part of any Participant’s Fund Investment Account becomes liable for the payment of any estate, inheritance, income, employment, or other tax which Sculptor Capital LP (or other entity as determined by the Administrator) may be required to pay or withhold, such entity will have the full power and authority to withhold and pay such tax out of any moneys or other property in its hand for the account of the Participant. To the extent practicable, the Participant will be provided notice of such withholding. Prior to making any payment, Sculptor Capital LP (or other entity as determined by the Administrator) may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

Claims for Benefits. If a Participant, beneficiary or other person (hereafter, “Claimant”) does not receive timely payment of any benefits which he or she believes is due and payable under this Plan, he or she may make a claim for benefits to the Administrator. The claim for benefits must be in writing and addressed to the Administrator. If the claim for benefits is denied, the Administrator will notify the Claimant within 90 days after the Administrator initially received the benefit claim. However, if special circumstances require an extension of time for processing the claim, the Administrator will furnish notice of the extension to the Claimant prior to the termination of the initial 90-day period and such extension may not exceed one additional, consecutive 90-day period. Any notice of a denial of benefits should advise the Claimant of the basis for the denial, any additional material or information necessary for the Claimant to perfect his or her claim, and the steps which the Claimant must take to appeal his or her claim for benefits.

Appeals of Denied Claims. Each Claimant whose claim for benefits has been denied may file a written appeal for a review of his or her claim by the Administrator. The request for review must be filed by the Claimant within 60 days after he or she received the notice denying his or her claim. The decision of the Administrator will be communicated to the Claimant within 60 days after receipt of a request for appeal. The notice shall set

Amendments. Subject to the provisions of Section 8.3, the Administrator has the right in his sole discretion to amend this Plan in whole or in part at any time and in any manner, including the terms on which payments are made, and the form and timing of payments. However, no Plan amendment shall reduce the amount credited to the Fund Investment Account of any Participant as of the date such amendment is adopted. Any amendment shall be in writing and adopted by the Administrator. All Participants and beneficiaries shall be bound by such amendment.

Termination of Plan. The Partnerships expect to continue this Plan, but are not obligated to do so. Subject to the provisions of Section 8.3, the Partnerships, acting by the Administrator, reserve the right to discontinue and terminate this Plan at any time, in whole or in part, for any reason (including a change, or an impending change, in the tax laws of the United States or any State). Termination of this Plan will be binding on all Participants (and a partial termination shall be binding upon all affected Participants) and their beneficiaries, but in no event may such termination reduce the amounts credited at that time to any Participant’s Fund Investment Account. If this Plan is terminated (in whole or in part), the termination resolution shall provide for how amounts theretofore credited to affected Participants’ Fund Investment Accounts will be paid.

Section 409A. Payments under this Plan are intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Plan and any Award Agreement thereunder shall be interpreted in accordance with such intent. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A of the Code, the Participant shall not be considered to have terminated service with the Partnerships for purposes of any payments under this Plan which are subject to Section 409A of the Code until the Participant has incurred a “separation from service” from the Partnerships within the meaning of Section 409A of the Code. Each amount to be paid pursuant to this Plan and the Award Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Plan and the Award Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s separation from service (or, if earlier, the Participant’s date of death). The Partnerships make no representation that any or all of the payments described in this Plan will be exempt from or comply with Section 409A of the Code and make no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.

Limitation on Participant’s Rights. No individual shall have any claim to receive any Award under this Plan, and there is no obligation for uniformity of treatment of Awards under this Plan. Nothing in this Plan or any Award Agreement shall confer upon any Participant any right to continue as an employee or other service provider to the Partnerships or their Affiliates or shall interfere with or restrict the right of each Partnership or its equity holders (or of a subsidiary or its equity holders, as the case may be) to terminate such Participant’s employment or service with the applicable Partnership or other entity at any time for any reason whatsoever, with or without cause. The Partnerships reserve the right to terminate the employment or service of any Participant without any liability for any claim against the Partnerships under this Plan, except for a claim for payment of deferrals as provided herein.

Compensation Clawback Policy. Awards shall be subject to any compensation recovery policy adopted by the Partnerships or their Affiliates from time to time, including, without limitation, Section 3.2 of this Plan, any employment agreement entered into with the Participant and policies adopted to comply with applicable law.

Unfunded Obligation of the Partnerships. The benefits provided by this Plan are unfunded. All amounts payable under this Plan to Participants are paid from the general assets of the Partnerships. Nothing contained in this Plan requires the Partnerships to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. Neither a Participant, beneficiary, nor any other person shall have any property interest, legal or equitable, in any specific Partnership asset. This Plan creates only a contractual obligation on the part of the Partnerships, and the Participant has the status of a general unsecured creditor of the Partnerships with respect to amounts of compensation deferred hereunder. Such a Participant shall not have any preference or priority over, the rights of any other unsecured general creditor of the Partnerships. No other entity guarantees or shares such obligation, and no other entity shall have any liability to the Participant or his or her beneficiary.

Offset. Except as otherwise set forth herein, amounts due to or in respect of Participants under this Plan shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, defense or other right which the Partnerships may have against a Participant or others.

Other Plans. This Plan shall not affect the right of any Eligible Person or Participant to participate in and receive benefits under and in accordance with the provisions of any other benefit plans which are now or hereafter maintained by the Partnerships or their Affiliates, unless the terms of such other benefit plan or plans specifically provide otherwise or it would cause such other plan to violate a requirement for tax favored treatment.

Receipt or Release. Any payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Administrator and the Partnerships, and the Administrator may require such Participant, as a condition precedent to such payment, to execute a receipt and release to such effect.

Governing Law. This Plan shall be construed, administered, and governed in all respects in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Delaware (other than its laws relating to choice of law). If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

Gender, Tense and Examples. In this Plan, whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other. Whenever an example is provided or the text uses the term “including” followed by a specific item or items, or there is a passage having a similar effect, such passage of this Plan shall be construed as if the phrase “without limitation” followed such example or term (or otherwise applied to such passage in a manner that avoids limitation on its breadth of application).

Successors and Assigns; Nonalienation of Benefits. This Plan inures to the benefit of and is binding upon the parties hereto and their successors, heirs and assigns; provided, however, that the amounts credited to the Fund Investment Account of a Participant are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefits payable hereunder, including, any assignment or alienation in connection with a separation, divorce, child support or similar arrangement, will be null and void and not binding on this Plan or the Partnerships. Notwithstanding the foregoing, the Administrator reserves the right to make payments in accordance with a divorce decree, judgment or other court order as and when cash payments are made in accordance with the terms of this Plan from the Fund Investment Account of a Participant. Any such payment shall be charged against and reduce the Participant’s Fund Investment Account.

Facility of Payment. Whenever, in the Administrator’s opinion, a Participant or beneficiary entitled to receive any payment hereunder is incapacitated in any way so as to be unable to manage his or her financial affairs, the Administrator may direct Sculptor Capital LP (or other entity as determined by the Administrator) to make payments to such person or to the legal representative of such person for his or her benefit, or to apply the payment for the benefit of such person in such manner as the Administrator considers advisable. Any payment in accordance with the provisions of this section shall be a complete discharge of any liability for the making of such payment to the Participant or beneficiary under this Plan.

Conflict. In the event of a conflict among this Plan, an Award Agreement and any employment agreement applicable to the Participant in respect of the Award granted under an Award Agreement, such employment agreement (in the case of an employee), or the Plan (in the case of a Director) shall control except to the extent otherwise required by Section 409A of the Code.

Remedies. Any remedies provided for in this Plan shall be cumulative in nature and shall be in addition to any other remedies whatsoever (whether by operation of law, equity, contract or otherwise) which any party may otherwise have.

Effective Date. This Plan shall take effect on the date of its adoption by the General Partner on behalf of the Partnerships.

For the avoidance of doubt, the Fund Investment Account (as defined in the Plan) shall reflect any adjustments to the Award, including gains, losses and expenses.

Except as otherwise provided herein and/or in the Plan, the Award will become Vested on the Vesting Date and in the amounts indicated below, provided that you have not experienced a Termination of Affiliation. The Vested portion of the Award will continue to be notionally invested in a Sculptor Fund until the earlier of January 1 or July 1 immediately following a Termination of Affiliation (the “Notional Investment End Date”). The balance of the Fund Investment Account will be paid in a lump sum on a date to be determined by the Company and expected to be on or about the last day of the calendar month in which the Notional Investment End Date occurs; provided that such payment shall be made in all events within seventy (70) days following the Notional Investment End Date.

For the avoidance of doubt, the Fund Investment Account (as defined in the Plan) shall reflect any adjustments to the Award, including gains, losses and expenses.