Exhibit 10.1


 


DIVIDEND
REINVESTMENT PLAN


 


OF


 


ARES CAPITAL
CORPORATION


 


effective
as of April 30, 2009


 


Ares Capital Corporation, a Maryland
corporation (the “Corporation”), hereby adopts the following plan (the “Plan”)
with respect to the cash portion of dividends and distributions (collectively, “Cash
Dividends”) declared by its Board of Directors (the “Board of Directors”) on
shares of its common stock, par value $0.001 per share (the “Common Stock”):


 


1.                                       Unless
a stockholder specifically elects to receive cash as set forth below, all Cash
Dividends shall be payable in shares of the Common Stock of the Corporation,
and no action shall be required on such stockholder’s part to receive a
distribution in stock.


 


2.                                       Such
Cash Dividends shall be payable on such date or dates as may be fixed from time
to time by the Board of Directors to stockholders of record at the close of
business on the record date(s) established by the Board of Directors for
the Cash Dividend involved.


 


3.                                       The
Corporation intends to use primarily newly issued shares of its Common Stock to
implement the Plan, whether its shares are trading at a premium or at a
discount to net asset value.  However,
the Corporation reserves the right to purchase shares in the open market in
connection with its obligations under the Plan. 
The number of shares to be delivered to a stockholder shall be
determined by dividing the total dollar amount of the Cash Dividend payable to
such stockholder by the market price per share of the Corporation’s Common
Stock at the close of regular trading on The NASDAQ Global Select Market on the
valuation date fixed by the Board of Directors for such Cash Dividend.  Market price per share on that date shall be
the closing price for such shares on The NASDAQ Global Select Market or, if no
sale is reported for such day, at the average of their reported bid and asked
prices.


 


4.                                       A
stockholder may, however, elect to receive his or its Cash Dividends in
cash.  To exercise this option, such
stockholder shall notify Computershare Trust Company, N.A., the plan
administrator (the “Plan Administrator”), in writing so that such notice is
received by the Plan Administrator no later than the record date fixed by the
Board of Directors for the Cash Dividend involved.


 


5.                                       The
Plan Administrator will set up an account for shares acquired pursuant to the
Plan for each stockholder who has not so elected to receive Cash Dividends in
cash (each a “Participant”).  The Plan
Administrator may hold each Participant’s shares, together with the shares of other
Participants, in non-certificated form in the Plan Administrator’s name or that
of its nominee.  Upon written, telephone
or Internet request by a Participant, received prior to the record date, the
Plan Administrator will, promptly following the distribution, instead of
crediting shares to and/or carrying shares in a Participant’s account, issue,
without charge to the Participant, a certificate registered in the Participant’s
name for the number of whole shares 


 

















 


payable to the
Participant and a check for any fractional interest in cash at the market value
of the Corporation’s shares, determined in accordance with Section 3
hereof.


 


6.                                       The
Plan Administrator will confirm to each Participant each acquisition made
pursuant to the Plan as soon as practicable. 
Although each Participant may from time to time have an undivided
fractional interest (computed to three decimal places) in a share of Common
Stock of the Corporation, no certificates for a fractional share will be
issued.  However, dividends and distributions
on fractional shares will be credited to each Participant’s account.  In the event of termination of a Participant’s
account under the Plan, the Plan Administrator will issue a check for any such
undivided fractional interest in cash at the market value of the Corporation’s
shares at the time of termination, determined in accordance with Section 3
hereof.


 


7.                                       The
Plan Administrator will forward to each Participant any Corporation-related
proxy solicitation materials and each Corporation report or other communication
to stockholders and will vote any shares held by it under the Plan in
accordance with the instructions set forth on proxies returned by Participants
to the Corporation.


 


8.                                       In
the event that the Corporation makes available to its stockholders rights to
purchase additional shares or other securities, the shares held by the Plan
Administrator for each Participant under the Plan will be added to any other
shares held by the Participant in certificated form in calculating the number
of rights to be issued to the Participant.


 


9.                                       The
Plan Administrator’s service fee, if any, and expenses for administering the
Plan will be paid for by the Corporation.


 


10.                                 Each
Participant may terminate his or its account under the Plan by so notifying the
Plan Administrator via the Plan Administrator’s website at
www.computershare.com/investor, by filling out the transaction request form
located at the bottom of the Participant’s statement and sending it to P.O. Box
43078, Providence, RI 02940-3078 or by calling the Plan Administrator’s hotline
at 1-800-426-5523.  Such termination will
be effective immediately if the Participant’s notice is received by the Plan
Administrator prior to any dividend or distribution record date; otherwise,
such termination will be effective only with respect to any subsequent dividend
or distribution.  The Plan may be
terminated by the Corporation upon notice in writing mailed to each Participant
at least 30 days prior to any record date for the payment of any dividend or
distribution by the Corporation.  Upon
any termination, the Plan Administrator will cause a certificate or
certificates to be issued for the full shares held for the Participant under
the Plan and will issue a check for any fractional share to be delivered to the
Participant in cash at the market value of the Corporation’s shares at the time
of termination, determined in accordance with Section 3 hereof, less any
applicable service and per share fees. 
If a Participant elects (by his or its written, telephone or Internet
notice to the Plan Administrator in advance of termination) to have the Plan
Administrator sell part or all of his or its shares and remit the proceeds to
the Participant, the Plan Administrator is authorized to deduct a fee of $15
plus $0.12 per share from the proceeds. 
A sale request that is received before 12:00 p.m. Central Time,
will, subject to market conditions and their factors, generally be sold the
same business day.  Sales usually take
place on a daily basis during trading days on The NASDAQ Global Select Market
and are generally processed on the day that a sale request is 


 


2

















 


received by
the Plan Administrator (if received during a trading day) and no later than
five business days of the receipt of that request.


 


11.                                 These
terms and conditions may be amended or supplemented by the Corporation at any
time but, except when necessary or appropriate to comply with applicable law or
the rules or policies of the Securities and Exchange Commission or any
other regulatory authority, only by mailing to each Participant appropriate
written notice at least 30 days prior to the effective date thereof.  The amendment or supplement shall be deemed
to be accepted by each Participant unless, prior to the effective date thereof,
the Plan Administrator receives written notice of the termination of his or its
account under the Plan.  Any such
amendment may include an appointment by the Plan Administrator, in its place
and stead, of a successor agent under these terms and conditions, with full
power and authority to perform all or any of the acts to be performed by the
Plan Administrator under these terms and conditions.  Upon any such appointment of any agent for
the purpose of receiving dividends and distributions, the Corporation will be
authorized to pay to such successor agent, for each Participant’s account, all
dividends and distributions payable on shares of the Corporation held in the
Participant’s name or under the Plan for retention or application by such
successor agent as provided in these terms and conditions.


 


12.                                 The
Plan Administrator will at all times act in good faith and use its commercially
reasonable best efforts to ensure its full and timely performance of all
services to be performed by it under this Plan and to comply with applicable
law, but assumes no responsibility and shall not be liable for loss or damage
due to errors unless such error is caused by the Plan Administrator’s gross
negligence, bad faith, or willful misconduct or that of its employees or
agents.


 


13.                                 These
terms and conditions shall be governed by the laws of the State of New York,
including without limitation, Section 5-1401 of the New York General
Obligations Law.


 


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