ex10_43.htm



    
      

    

    Exhibit
10.43

    
       

      Non-Employee
Director Compensation Summary

       

      As of
December 31, 2009, MCG Capital Corporation’s (the “Company’s”) non-employee
directors were: (i) A. Hugh Ewing, III; (ii) Kim D. Kelly; (iii) Wallace B.
Millner, III; (iv) Richard W. Neu; (v) Kenneth J. O’Keefe; and (vi) Gavin
Saitowitz. The compensation structure for the Company’s non-employee directors
was as follows:

       

      Award
of Restricted Stock Upon Appointment or Election

       

      The SEC
has granted an order authorizing us to award restricted shares of our common
stock to our non-employee directors.  Under the Amended and Restated 2006
Non-Employee Director Restricted Stock Plan, which we refer to as the
2006 Director Plan, non-employee directors each receive an award of 7,500 shares
of restricted stock at the beginning of each three-year term of service on our
board of directors.  Forfeiture provisions lapse as to one-third of
the awarded shares each year over the three-year term.  Awards of
restricted stock under the 2006 Director Plan are automatic and may not be
changed without further approval from the SEC.

       

      Payment
of Retainer Fee; Chair and Committee Fees; Reimbursement of Travel and Other
Expenses

       

      From
January 1, 2009 through July 21, 2009, each non-employee director received an
annual pro-rated retainer of $25,000 for his or her service on our board of
directors.  Additional pro-rated amounts from January 1, 2009 through
July 21, 2009 were paid as follows:

       

      
        	
                Position

              	
                Additional
      Fees

              
	
                Non-Employee
      Chairman of the Board

              	
                $25,000

              
	
                Audit
      Committee Chair

              	
                $25,000

              
	
                Audit
      Committee Members, Compensation Committee Chair and Members, Nominating and
      Corporate Governance Committee Chair and Members, Investment Committee
      Members, Valuation Committee Chair and Members and Enterprise Risk
      Committee Chair and Members

              	
                $25,000/Committee

              


      

       

      From July
22, 2009 through December 31, 2009, each non-employee director received an
annual prorated retainer of $85,000 for his or her service on our board of
directors.  Additional prorated amounts from July 22, 2009 through
December 31, 2009 were paid as follows:

       

      
        	
                Position

              	
                Additional
      Fees

              
	
                Non-Employee
      Chairman of the Board

              	
                $15,000

              
	
                Audit
      Committee and Investment and Valuation Committee Chairs

              	
                $15,000

              
	
                Compensation
      Committee and Nominating and Corporate Governance Committee
      Chairs

              	
                $10,000

              
	
                Audit
      Committee, Compensation Committee, Nominating and Corporate Governance
      Committee and Investment and Valuation Committee Members (in addition to
      fees paid for service as Non-Employee Chairman of the Board and for
      service as Committee chairs)

              	
                $10,000/Committee

              


      

       

      All
retainer amounts were paid quarterly during fiscal 2009 in
arrears.  Non-employee directors also received reimbursement for
reasonable travel and other expenses in connection with attending meetings of
our board of directors during fiscal 2009.