Cash Incentive Plan



 Exhibit 10.1 
 TRIANGLE CAPITAL CORPORATION 
 2012 CASH INCENTIVE PLAN 

1. Purpose of the Plan  
 The purpose of the Triangle Capital Corporation 2012 Cash Incentive Plan (the “Umbrella Plan”) is to advance the interests of Triangle Capital Corporation (the “Company”)
and its stockholders by providing incentives in the form of cash bonus awards to certain officers and other employees of the Company and its Subsidiaries. The Umbrella Plan is intended to enable the Company to attract and retain appropriate
executive talent and to motivate such officers to manage and grow the Company’s business and to attain the performance goals articulated under the Umbrella Plan. 
 2. Definitions  
 (a) “Award” means a cash award
granted pursuant to the Umbrella Plan. 
 (b) “Board” means the Board of Directors of the Company. 

(c) “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto. 

(d) “Committee” means the Compensation Committee of the Board, or any successor thereto or any other committee
designated by the Board to assume the obligations of the Committee hereunder. 
 (e) “Company” means Triangle
Capital Corporation, a Maryland corporation, and its Subsidiaries. 
 (f) “Covered Officer” shall mean at any
date (i) any individual who, with respect to the previous taxable year of the Company, was a “covered employee” of the Company within the meaning of Section 162(m) of the Code and the Regulations promulgated thereunder; provided,
however, that the term “Covered Officer” shall not include any such individual who is designated by the Committee, in its discretion, at the time of any Award under the Umbrella Plan or at any subsequent time, as reasonably expected not to
be such a “covered employee” with respect to the current taxable year of the Company or to the taxable year of the Company in which any applicable Award hereunder will be paid and (ii) any individual who is designated by the
Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be such a “covered employee” with respect to the current taxable year of the Company or with respect to the taxable year of the
Company in which any applicable Award hereunder will be paid. 
 (g) “Effective Date” means the date on which
the Umbrella Plan takes effect in accordance with Section 12 hereof. 
 (h) “Participant” means an
employee of the Company or any of its Subsidiaries who is selected by the Committee to participate in the Umbrella Plan pursuant to Section 4 hereof. 
 (i) “Performance Period” means the Company’s fiscal year or any portion (or multiples) thereof designated by the Committee as a Performance Period. 

(j) “Subsidiary” means a subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section
thereto). 







 3. Administration  
 (a) General. The Umbrella Plan shall be administered by the Committee. The Committee shall have the authority to select the employees to be granted Awards under the Umbrella Plan, to determine the
size and terms of an Award (subject to the limitations imposed on Awards in Section 5 below), to modify the terms of any Award that has been granted, to determine the time when Awards will be made, the amount of any payments pursuant to such
Awards and the Performance Period to which they relate, to determine any employment restrictions on actual receipt of payments pursuant to Awards, to establish performance objectives in respect of such Performance Periods and to determine whether
such performance objectives were attained. The Committee is authorized to interpret the Umbrella Plan, to establish, amend and rescind any rules and regulations relating to the Umbrella Plan, and to make any other determinations that it deems
necessary or desirable for the administration of the Umbrella Plan. The Committee may correct any defect or omission or reconcile any inconsistency in the Umbrella Plan in the manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the Umbrella Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Determinations made
by the Committee under the Umbrella Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. The Committee shall have the right to deduct from any payment made under the
Umbrella Plan any federal, state, local or foreign income or other taxes or obligations required by law to be withheld with respect to such payment. 
 (b) Covered Officers. Any discretion exercised under the Umbrella Plan affecting any Award to a Covered Officer shall be subject in all events to Section 162(m) of the Code, unless the
Committee makes a specific determination that such Award is not intended to comply with Section 162(m) of the Code. 
 4. Eligibility
and Participation  
 The Committee shall determine the employees who shall be Participants for any Performance Period.
The designation of Participants shall be made individually or by groups or classifications of employees, as the Committee deems appropriate. 

5. Awards  
 (a)
Scope. Each year the Committee will establish award opportunities and performance targets for Participants for the determination of potential awards hereunder. Award opportunities shall be set as a percentage of base salary. Following the
close of a Performance Period, the Committee shall evaluate the Company’s actual performance against the performance targets to determine the actual bonus to be paid. 
 (b) Performance Goals. Awards to Participants shall be based solely upon the attainment of performance targets related to one or more performance goals selected by the Committee from among the
goals specified below. For purposes of this Section 5, the formula on which performance targets are based with respect to Awards under this Umbrella Plan shall be limited to one or more of the following Company, Subsidiary, operating
unit or division financial performance measures: 
  

	 	•	 	 total investment income; 


  

	 	•	 	 total net investment income; 


  

	 	•	 	 net investment income per share; 


  

	 	•	 	 realized and unrealized gains and losses; 


  

	 	•	 	 net increase in net assets resulting from operations per share; 



 

	 	•	 	 overall credit performance of the investment portfolio; 



 

	 	•	 	 liquidity; 


  

	 	•	 	 operating efficiency performance; 










	 	•	 	 growth and diversification of the overall investment portfolio; 



 

	 	•	 	 sustaining and growing dividend distributions to stockholders; 



 

	 	•	 	 return on average stockholders’ equity; 


  

	 	•	 	 net asset value; 


 or any
combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary, operating unit or division of the
Company and/or the past or current performance of other companies, may exclude appropriate pre-determined line items of income or expense, and in the case of earnings-based measures, may use or employ comparisons relating to capital,
stockholders’ equity and/or shares of common stock outstanding, or to assets or net assets. The Committee may appropriately adjust any evaluation of performance under criteria set forth in this Section 5(b) to exclude any of the following
events that occurs during a performance period: (i) asset impairments or write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions
affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and
analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, and (vi) the effect of adverse or delayed federal, state or local governmental or regulatory
action; provided that the Committee commits to make any such adjustments within the 90 day period set forth in Section 5(d) below. 
 (c) Maximum Award. With respect to any Covered Officer, the maximum annual amount of an Award hereunder shall be $3,000,000. 

(d) Administration. To the extent necessary to comply with Section 162(m) of the Code, with respect to grants of Awards to
Covered Officers, no later than 90 days following the commencement of each Performance Period (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (1) select the performance
goal or goals applicable to the Performance Period, (2) establish the various targets and bonus amounts which may be earned for such Performance Period, and (3) specify the relationship between performance goals and targets and the amounts
to be earned by each Covered Officer for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether the applicable performance targets have been achieved and the amounts, if any,
payable to Covered Officers for such Performance Period. In determining the amount earned by a Participant for a given Performance Period, the Committee shall have the right to adjust the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period; provided, that with respect to any Covered Officer, the Committee may exercise the discretion
described in this sentence only to reduce the amount otherwise payable to such Covered Officer. 
 (e) Payment. The
amount of the Award payable as determined by the Committee for the Performance Period shall be paid to the participant at such time as determined by the Committee in its sole discretion after the end of the Performance Period, but in all events by
such time as is necessary for the payment to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the United States Treasury Regulations; provided, that the Committee may provide for elective deferrals that comply
with the requirements of Section 409A of the Code. Award payments shall be made in cash. Except as the Committee may otherwise determine in its sole and absolute discretion, termination of a Participant’s employment prior to the end of the
Performance Period will result in the forfeiture of the award by the Participant, and no payments shall be made with respect thereto. 
 6.
Amendments or Termination  
 The Committee may amend, alter or discontinue the Umbrella Plan, but no amendment,
alteration or discontinuation shall be made which would impair any of the rights or obligations under any Award theretofore granted to a Participant under the Umbrella Plan without such Participant’s consent; provided, however, that the
Committee may amend the Umbrella Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of any applicable law, rule or regulation. 







 7. No Right to Employment or Awards  

Neither the Umbrella Plan nor any action taken hereunder shall be construed as giving any Participant or other person any right to
continue to be employed by or perform services for the Company or any Subsidiary, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and
its Subsidiaries. No person shall have any claim to be granted any award and there is no obligation for uniformity of treatment among Participants. The terms and conditions of awards, if any, need not be the same with respect to each Participant.

 8. Offset of Awards  
 The Committee, in its sole discretion, may reduce any amounts otherwise payable to any Participant hereunder in order to satisfy any liabilities owed to the Company or any of its Subsidiaries by the
Participant, but only to the extent any such offset complies with the requirements of Section 409A of the Code and the guidance issued thereunder. 
 9. Adjustments Upon Certain Events  
 In the event of any material
change in the business assets, liabilities or prospects of the Company, any division or any Subsidiary, the Committee in its sole discretion and without liability to any person may make such adjustment, if any, as it deems to be equitable as to any
affected terms of outstanding Awards. 
 10. Miscellaneous Provisions  

The Company is the sponsor and legal obligor under the Umbrella Plan and shall make all payments hereunder, other than any payments to be
made by any of the Subsidiaries (in which case payment shall be made by such Subsidiary, as appropriate). The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the payment of
any amounts under the Umbrella Plan, and the Participants’ rights to the payment hereunder shall be no greater than the rights of the Company’s (or Subsidiary’s) unsecured creditors. All expenses involved in administering the Umbrella
Plan shall be borne by the Company. 
 11. Choice of Law  
 The Umbrella Plan shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts made and to be performed in the State of Maryland. 

12. Effectiveness of the Plan  
 The Umbrella Plan shall be effective as of the date of its adoption by the Committee, provided the Umbrella Plan is subsequently approved by the Company’s stockholders.