The Annual Meeting will be held only if a quorum exists. Holders of restricted stock shall have all the rights of a holder upon issuance of the restricted stock award including, without limitation, voting rights and the right to receive dividends. In the ordinary course of business, we enter into transactions with portfolio companies that may be considered related party transactions. Federal Income Tax Consequences. Each such employment agreement also provides that the base salary is not subject to reduction. On the Record Date, 8,, shares of our common stock were outstanding. Prior to his private investment activities, Mr.

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It is understood and agreed that this Letter Agreement constitutes the full agreement between you and the Company on the subjects of Severance and Change in Control complince.

Before voting on this proposal or giving proxies with regard to this matter, you should consider the potentially dilutive effect of complinace issuance of shares of our comlpiance stock at less than NAV on the net asset value per outstanding share of common stock. Each Award of restricted stock will be evidenced by a written agreement with the Participant, which will include any provisions that the Compensation Committee may specify.

Holders of Restricted Stock shall have all the rights of a holder upon issuance of the Restricted Stock Award including, without limitation, voting rights and the right to receive dividends. As our company grows and matures over time, we would expect our compensation levels would bowme closely approximate the median of our peer group.

The following is a summary of certain principal features of the Equity Incentive Plan. All communications received in this manner will be delivered to one or more members of our Board of Directors. Appling, Canon and Gutermuth.

Bowne Compliance Driver – Support IBM

Upon these termination events, the NEO will become fully vested in any previously unvested stock-based compensation. Proposal to approve our Equity Incentive Plan.

Any certified public accounting firm chosen by you shall provide detailed supporting calculations both to the Company and you. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof, including procedural matters and matters relating to the conduct of the meeting. This authority includes the authority to copliance or limit the granting of additional awards under this Plan.

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The Committee may prescribe, amend and rescind rules and regulations relating to this Plan and make all other determinations necessary for its administration. The notice of annual meeting and proxy statement following this letter describe the matters to be acted on at the meeting. To assess the competitiveness of executive compensation levels, the committee developed an analysis of a comparative group of BDCs and reviewed their competitive performance and compensation levels.

The Company or its designated third party administrator shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Stock under this Plan, an appropriate amount of cash or number of shares of Stock or a combination complliance for payment of taxes or other amounts required by law or to take such other action as may be necessary in the opinion of the Company to satisfy bownw obligations for withholding of such taxes.

American Capital Strategies, Ltd. Product and customer data is based on consolidated net sales.

Foster and Reppert are interested persons, as defined in the Investment Company Act, due to their positions as officers of Main Street Capital. Transactions involving a change in control under the Equity Incentive Plan include:. Transferability of an Incentive Stock Option. You can vote by completing the enclosed voting instruction form and returning it in the enclosed U. The Company shall provide to each Participant who acquires Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements which need not be audited.

Bowne Compliance Driver

We had no nondeductible compensation paid to executive officers in and do not anticipate any in The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information. Determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.


For shares held of record, you may revoke a proxy or change your vote at any time before it is exercised by written notice to our Corporate Secretary, granting a new proxy or by voting in person at the Annual Meeting. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award documentation, in such manner and to such extent as it shall deem necessary or expedient to make the Plan fully effective.

Compensation Committee Interlocks and Insider Participation. However, for firms that continue to have access to capital, the current environment may provide more attractive investment opportunities than have been available in recent periods.

Working with that analysis and through a negotiation process prior to our initial public offering, the committee and members of our management agreed to the terms of the existing employment agreements. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Board.

If you want to change your vote as to shares held in street name by voting in person at the Annual Meeting, you must obtain a valid proxy from the broker or nominee that holds those shares for you. Those positions included director, executive vice president, senior financial officer and investment officer. The Compensation Committee is authorized under the plan to grant options to purchase shares of common stock, which may be incentive stock options or non-statutory stock options.

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