exv4w5






Exhibit 4.5




2008 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN




1. PURPOSE OF THE PLAN




     The purpose of this Restricted Stock Plan (this “Plan”) is to advance the interests of
Main Street Capital Corporation (the “Company”) by providing to Non-Employee Directors of
the Company additional incentives, to the extent permitted by law, to exert their best
efforts on behalf of the Company, and to provide a means to attract and retain persons of
outstanding ability to the service of the Company. It is recognized that the Company’s
efforts to attract or retain these individuals will be facilitated with this additional form
of compensation.



2. ADMINISTRATION




     This Plan shall be administered by the Compensation Committee (the “Committee”) of the
Company’s Board of Directors (“Board”), which is comprised solely of directors who are not
interested persons of the Company within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the “Act”). The Committee shall interpret this Plan and, to
the extent and in the manner contemplated herein, shall exercise the discretion reserved to
it hereunder. The Committee may prescribe, amend and rescind rules and regulations relating
to this Plan and make all other determinations necessary for its administration. The
decision of the Committee on any interpretation of this Plan or administration hereof, if in
compliance with the provisions of the Act and regulations promulgated thereunder, shall be
final and binding with respect to the Company.



3. SHARES SUBJECT TO THE PLAN




     The shares subject to this Plan shall be shares of the Company’s common stock, par
value $0.01 per share (“Shares”). Subject to the provisions hereof concerning adjustment,
the total number of shares that may be awarded as restricted shares under this Plan shall
not exceed 200,000 Shares. Any Shares that were granted pursuant to an award of restricted
stock under this Plan but that are forfeited pursuant to the terms of the Plan or an award
agreement shall again be available under this Plan. Shares may be made available from
authorized, un-issued or reacquired stock or partly from each.



4. AWARDS




     (A) Non-Employee Directors. Members of the Board who are not employees of the Company
will each receive a grant of shares of restricted stock at the beginning of each one-year
term of service on the Board, for which forfeiture restrictions will lapse at the end of
that year. The



 









 




number of shares granted to each Non-Employee Director will be the equivalent of
$30,000 worth of shares based on the market value at the close of the exchange on the date
of grant.




     (B) Award Agreements. All restricted stock granted under the Plan will be evidenced by
an agreement. The agreement documenting the award of any restricted stock granted pursuant
to this Plan shall contain such terms and conditions as the Committee shall deem advisable,
including but not limited to the lapsing of forfeiture restrictions. Agreements evidencing
awards made to different participants or at different times need not contain similar
provisions. In the case of any discrepancy between the terms of the Plan and the terms of
any award agreement, the Plan provisions shall control.



     (C) Stockholder Rights. 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.



5. LIMITATIONS ON RESTRICTED STOCK AWARDS




     Grants of restricted stock awards shall be subject to the following limitations:



     (A) The total number of shares that may be outstanding as restricted shares under all
of the Company’s compensation plans shall not exceed ten (10) percent of the total number of
Shares authorized and outstanding at any time.



     (B) The amount of voting securities that would result from the exercise of all of the
Company’s outstanding warrants, options, and rights, together with any restricted stock
issued pursuant to this Plan and any other compensation plan of the Company, at the time of
issuance shall not exceed 25% of the outstanding voting securities of the Company, provided,
however, that if the amount of voting securities that would result from the exercise of all
of the Company’s outstanding warrants, options, and rights issued to the Company’s
directors, officers, and employees, together with any restricted stock issued pursuant to
this Plan and any other compensation plan of the Company, would exceed 15% of the
outstanding voting securities of the Company, then the total amount of voting securities
that would result from the exercise of all outstanding warrants, options, and rights,
together with any restricted stock issued pursuant to this Plan and any other compensation
plan of the Company, at the time of issuance shall not exceed 20% of the outstanding voting
securities of the Company.



6. TRANSFERABILITY OF RESTRICTED STOCK




     While subject to forfeiture provisions, restricted stock shall not be transferable
other than to the spouse or lineal descendants (including adopted children) of the
participant, any trust for the benefit of the participant or the benefit of the spouse or
lineal descendants (including adopted



 









 




children) of the participant, or the guardian or conservator of the participant
(“Permitted Transferees”).




7. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN




     Subject to any required action by the shareholders of the Company and the provisions of
applicable corporate law, the number of Shares that has been authorized or reserved for
issuance hereunder and the number and/or kind of Shares covered by any applicable vesting
schedule hereunder, shall be adjusted, to the extent appropriate and in the manner
determined by the Committee, for (a) a division, combination, recapitalization, merger, or
reclassification affecting any of the Shares or (b) a dividend payable in Shares.



8. MISCELLANEOUS PROVISIONS




     (A) The Committee is authorized to take appropriate steps to ensure that neither the
grant of nor the lapsing of the forfeiture restrictions on awards under this Plan would have
an effect contrary to the interests of the Company’s stockholders. This authority includes
the authority to prevent or limit the granting of additional awards under this Plan.



     (B) The granting of any award under the Plan shall not impose upon the Company any
obligation to appoint or to continue to appoint as a director or employee any participant,
and the right of the Company and its subsidiaries to terminate the employment of any
employee, or service of any director, shall not be diminished or affected by reason of the
fact that an award has been made under the Plan to such participant.



     (C) All awards under this Plan shall be made within ten years from the earlier of the
date of adoption of this Plan (or any amendment thereto requiring shareholder approval
pursuant to the Code) or the date this Plan (or any amendment thereto requiring shareholder
approval pursuant to the Code) is approved by the stockholders of the Company.



     (D) The Company may make such provisions as it deems appropriate to withhold any taxes
the Company determines it is required to withhold with respect to any award.



     (E) The Plan and all awards and actions taken hereunder shall be governed by the laws
of the state of Texas, without regard to the choice of law principles of any jurisdiction.



9. AMENDMENT AND TERMINATION




     The Board may modify, revise or terminate this Plan at any time and from time to time,
subject to applicable requirements in (a) the Company’s articles of incorporation or by-laws
and (b) applicable law and orders. The Board shall seek stockholder approval of any action
modifying a provision of the Plan where it is determined that such stockholder approval is
appropriate under



 









 




the provisions of (a) applicable law or orders, or (b) the Company’s articles of
incorporation or by-laws. This Plan shall terminate when all Shares reserved for issuance
hereunder have been issued and the forfeiture restrictions on all restricted stock awards
have lapsed, or by action of the Board pursuant to this paragraph, whichever shall first
occur.




10. EFFECTIVE DATE OF THE PLAN




     The Plan shall become effective upon the latest to occur of (1) adoption by the Board,
and (2) approval of this Plan by the shareholders of the Company.