exv10w3






Exhibit 10.3




TRIANGLE CAPITAL CORPORATION




EXECUTIVE OFFICER

RESTRICTED SHARE AWARD AGREEMENT



     THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the
___ day of ______, 20__ (the “Grant Date”), between Triangle Capital Corporation, a Maryland
corporation (the “Company”), and _____________ (the “Employee”). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the Triangle Capital Corporation
Amended and Restated 2007 Equity Incentive Plan.



     WHEREAS, in accordance with an order of the Securities and Exchange Commission (“SEC”) dated
March 18, 2008 (Release No. 28196) granting certain exemptive relief to the Company regarding the
issuance of restricted stock under and in accordance with the Investment Company Act of 1940, as
amended (the “1940 Act”), as well as the approval of the Company’s Board of Directors (the “Board”)
on February 6, 2008 and the approval of Company’s stockholders on May 7, 2008, the Company has
adopted the Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (the
“Plan”), which permits the issuance of restricted shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”); and



     WHEREAS, subject to and in accordance with the terms and conditions of this Agreement and the
Plan, the Company desires to grant to Employee, shares of Common Stock in connection with and as
consideration for Employee’s various services to and for the benefit of the Company.



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



1. Grant of Restricted Shares.




     (a) The Company hereby grants to the Employee an award (the “Award”) of [_____] shares of
Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions
set forth in this Agreement and as otherwise provided in the Plan.



     (b) The Employee’s rights with respect to the Award shall remain forfeitable at all times
prior to the dates on which the restrictions shall lapse in accordance with the terms hereof.



2. Terms and Rights as a Stockholder.




     (a) Except as provided herein and subject to such other exceptions as may be determined by the
Board (or a committee thereof, composed solely of independent directors, appointed by the Board to
administer the Plan, the “Committee”) in its discretion, the Restricted



 









 




Shares granted herein shall vest in four (4) equal, annual installments commencing on the
first anniversary of the Grant Date (each such anniversary a “Vesting Date” and the period between
the Grant Date and the applicable Vesting Date is the “Restricted Period”).




     (b) The Employee shall have all rights of a stockholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the
following restrictions:




	 	(i)	 	the Employee shall not be entitled to delivery of the stock
certificate for any Shares until the Vesting Date as to such Shares;
	 
	 	(ii)	 	none of the Restricted Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of prior
to the applicable Vesting Date; and
	 
	 	(iii)	 	except as otherwise determined by the Board or the Committee
at or after the grant of the Award hereunder, any of the Restricted Shares as
to which the Restricted Period has not expired shall be forfeited, and all
rights of the Employee to such Shares shall terminate, without further
obligation on the part of the Company, unless the Employee remains in the
continuous employment of the Company or a Subsidiary for the entire Restricted
Period relating to such Restricted Shares, as the case may be.





     Any Shares, any other securities of the Company and any other property (except for cash
dividends) distributed with respect to the Restricted Shares shall be subject to the same
restrictions, terms and conditions as such Restricted Shares.



     (c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to
all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously
terminated) upon the occurrence of the following events:




	 	(i)	 	termination of the Employee’s employment with the Company or
any Subsidiary which results from the Employee’s death or Disability (as
defined in the Plan); or
	 
	 	(ii)	 	the occurrence of a Change in Control (as defined in the Plan).




3. Termination of Restrictions. Upon the expiration or termination of the Restricted
Period as to any portion of the Restricted Shares, or at such earlier time as may be determined by
the Board or the Committee, all restrictions set forth in this Agreement or in the Plan relating to
such portion of the Restricted Shares shall lapse as to such portion of the Restricted Shares, and
a stock certificate for the appropriate number of Shares shall be delivered to the Employee or the
Employee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.




4. Delivery of Shares.




     (a) As of the date hereof, certificates representing the Restricted Shares shall be registered
in the name of the Employee and held by the Company or transferred to a custodian



2









 




appointed by the Company for the account of the Employee subject to the terms and conditions
of the Plan and shall remain in the custody of the Company or such custodian until their delivery
to the Employee or Employee’s beneficiary or estate as set forth in Section 4(b) and
Section 4(c) hereof or their reversion to the Company as set forth in Section 2(b)
hereof.




     (b) Certificates representing Restricted Shares in respect of which the Restricted Period has
lapsed pursuant to this Agreement shall be delivered to the Employee as soon as practicable
following the date on which the restrictions on such Restricted Shares lapse.



     (c) Certificates representing Restricted Shares in respect of which the Restricted Period
lapsed upon the Employee’s death shall be delivered to the executors or administrators of the
Employee’s estate as soon as practicable following the receipt of proof of the Employee’s death
satisfactory to the Company.



     (d) Each certificate representing Restricted Shares shall bear a legend in substantially the
following form:




	 	 	 	THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST
TRANSFER) CONTAINED IN THE TRIANGLE CAPITAL CORPORATION AMENDED AND RESTATED
2007 EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD
AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES
REPRESENTED HEREBY AND TRIANGLE CAPITAL CORPORATION (THE “COMPANY”). THE
RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN
ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF
WHICH ARE ON FILE AT THE COMPANY.




5. Effect of Lapse of Restrictions. To the extent that the Restricted Period applicable to
any Restricted Shares shall have lapsed, the Employee may receive, hold, sell or otherwise dispose
of such Shares free and clear of the restrictions imposed under the Plan and this Agreement.



6. Adjustments. The Board (or the Committee) shall make equitable and proportionate
adjustments in the terms and conditions of, and the criteria included in, this Award in recognition
of unusual or nonrecurring events (including, without limitation, the events described in Section
4.5 of the Plan) affecting the Company, any Subsidiary or Affiliate, or the financial statements of
the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations, or
accounting principles, in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan.



7. Amendment to Award. Subject to the restrictions contained in the Plan, the Board or the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination






3









 







which would adversely affect the rights of the Employee or any holder or beneficiary of the Award
shall not to that extent be effective without the consent of the Employee, holder or beneficiary
affected.




8. Taxes; Section 83(b) Election; Tax Consequences.




     (a) Employee shall be responsible for the timely payment of all taxes imposed upon Employee as
a result of the Award and vesting of the Restricted Shares, whether federal or state.



     (b) The Employee may, but is not required to, elect to apply the tax rules of Section 83(b) of
the Internal Revenue Code of 1986, as amended (the “Code”), to the issuance of the Restricted
Shares. If the Employee makes an affirmative election under Section 83(b) of the Code, the
Employee must notify the Company in writing within 30 days after making such election.



     (c) Neither the Company nor any Subsidiary makes any commitment or guarantee that any federal
or state tax treatment will apply or be available to the Employee under this Agreement.


9. Withholding of Taxes. Company shall have the right to (i) make deductions from the
number of Shares otherwise deliverable upon satisfaction of the conditions precedent under this
Restricted Share Agreement (and other amounts payable under this Restricted Share Agreement) in an
amount sufficient to satisfy withholding of any federal, state or local taxes required by law, or
(ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding
obligations.



10. No Employment or Service Contract. Nothing in this Agreement shall confer upon
Employee any right to continue in the service of the Company (or any Subsidiary employing or
retaining Employee) for any period of time or interfere with or restrict in any way the rights of
the Company (or any Subsidiary employing or retaining Employee) or Employee, which rights are
hereby expressly reserved by each, to terminate the employee status of Employee at any time for any
reason whatsoever, with or without cause, subject to the provisions of any employment agreement
between the Company and Employee.



11. Plan Governs. The Employee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all of the terms and provisions thereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any inconsistency between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall govern.



12. Severability. If any provision of this Agreement is, or becomes, or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would
disqualify the Plan or Award under any laws deemed applicable by the Board or the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or, if it cannot
be construed or deemed amended without, in the determination of the Board or the Committee,
materially altering the intent of the Plan or the Award, such provision shall be stricken as to
such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full
force and effect.








4









 







13. Notices. Any notice required in connection with this Agreement shall be given in
writing and shall be deemed to have been given when delivered personally to the recipient, sent to
the recipient by reputable overnight courier service (charges prepaid) or telecopied to the
recipient at the following addresses or to such other address as either party may provide in
writing from time to time.




	 	 	 

	To the Company:

	 	Triangle Capital Corporation
	 

	 	3600 Glenwood Avenue, Suite 104
	 

	 	Raleigh, North Carolina 27612
	 

	 	Attn: Garland S. Tucker, III
	 
	 	 
	To the Employee:

	 	The address then maintained with respect to the Employee in the Company’s records.





14. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Maryland without giving effect to conflicts
of laws principles.



15. Employee Undertaking. Employee hereby agrees to take whatever additional action and
execute whatever additional documents the Company may, in its judgment, deem necessary or advisable
in order to carry out or effect one or more of the obligations or restrictions imposed on either
Employee or the Shares pursuant to the express provisions of this Agreement.



16. Successors in Interest. This Agreement shall inure to the benefit of and be binding
upon any successor to the Company. This Agreement shall inure to the benefit of the Employee’s
legal representatives. All obligations imposed upon the Employee and all rights granted to the
Company under this Agreement shall be binding upon the Employee’s heirs, executors, administrators
and successors.



17. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a
result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Board or the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Employee and the Company for all purposes.



18. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, when taken together, shall constitute one and the same
instrument.




***Balance of Page Intentionally Blank — Signatures on Next Page***








5









 








     IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 	 	 

	 	 	TRIANGLE CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Garland S. Tucker, III
	 	 
	 

	 	Title:
	 	Chief Executive Officer and President	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Please Print
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Signature
	 	 







6