Amendment No. 1 to MCG Capital Corporation 2011 Severance Pay Plan



 Exhibit 10.1 
 AMENDMENT NUMBER ONE 
 TO THE 

MCG CAPITAL CORPORATION 
 2011 SEVERANCE PAY PLAN 
 WHEREAS, MCG Capital Corporation (the
“Corporation”) is the Sponsor of the MCG Capital Corporation 2011 Severance Pay Plan (the “Plan”); and 

WHEREAS, pursuant to Section 9 of the Plan, the Corporation may amend the Plan at any time. 

NOW, THEREFORE, the Corporation hereby amends the Plan, as follows, effective January 1, 2012: 

1. Section 3(a)(1) of the Plan is hereby amended by deleting the same in its entirety and by substituting in its place the following:

 (1) Payment of Separation Pay in accordance with the chart set forth below, such Separation Pay to be payable in cash in the
form of either: (i) a single lump-sum payment paid as of the Payment Date, or (ii) substantially equal installments over the Participant’s applicable Severance Period, on the Company’s regularly-scheduled payroll dates,
commencing as of the Payment Date, as such form may be determined in the sole discretion of the Company. Notwithstanding the foregoing, to the extent that any Separation Pay is non-qualified deferred compensation within the meaning of
Section 409A of the Code, such payments shall: (x) be paid in form described in Section 3(a)(1)(ii), above, and (y) shall be delayed by application of the six (6)-month Delayed Payment Date to the extent applicable. 

 

					
	 Participant’s Number of Years of Service (“Years”) as of the
Separation
Date
	  	Severance Period	  	Separation Pay
	 Less than Three (3) Years
	  	3 Months	  	3 Month’s Base Salary
	 Three (3) or more Years, but less than Nine (9) Years
	  	6 Months	  	6 Month’s Base Salary
	 Nine (9) or more Years
	  	9 Months	  	9 Month’s Base Salary

 2. Section 3(a)(3) of the Plan is hereby amended by deleting the same in its entirety and by substituting in
its place the following: 
 (3) In the event that the Separation Pay referred to in Section 3(a)(1) above is paid in the
form of installments, the forfeiture restrictions applicable to any shares of restricted stock of the Company awarded to Participant under restricted stock agreements with the Company shall continue to lapse as though the Participant remained
employed with the Company during such Severance Period, 







 
notwithstanding the terms of any agreement with the Company to the contrary. In the event that the Separation Pay referred to in Section 3(a)(1) above is paid in the form of a single
lump-sum payment, the forfeiture restrictions applicable to any shares of restricted stock of the Company awarded to Participant under restricted stock agreements with the Company that would have lapsed during the Participant’s Severance Period
shall lapse as of the Separation Date, notwithstanding the terms of any agreement with the Company to the contrary. In connection with any lapse of a forfeiture restriction, the Participant shall be responsible for the payment of all applicable
taxes, and the Company has the right and discretion to withhold such taxes from any wages payable to the Participant. All other shares of Company restricted stock awarded to Participant under restricted stock agreements that would otherwise be
forfeitable, shall be forfeited to the Company as of the Separation Date, with no further compensation to the Participant. 
 3.
Section 3(b) of the Plan is hereby amended by deleting the last sentence thereof in its entirety and by substituting in its place the following: 
 Separation Pay that is payable to a Participant by reason of this Section 3(b) shall be paid to the Participant in a form determined in accordance with Section 3(a)(1), as determined by the
Company in its sole discretion. Notwithstanding the foregoing, to the extent that any Separation Pay is non-qualified deferred compensation within the meaning of Section 409A of the Code, such payments shall: (x) be paid in form described
in Section 3(a)(1)(ii), above, and (y) shall be delayed by application of the six (6)-month Delayed Payment Date to the extent applicable. 
 * * * * * * * * 
 All other provisions of the Plan shall remain in full force and
effect. 
 * * * * * * * * 
 IN WITNESS WHEREOF, the Corporation has caused this Amendment Number One to the Plan to be signed by its duly authorized officer to be effective as of the date indicated above. 

 

			
	MCG CAPITAL CORPORATION
		
	By:	 	 /s/ Richard W. Neu

		
	Title:	 	 Chief Executive Officer

	
	March 15, 2012



  
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