TRIANGLE CAPITAL CORPORATION
AMENDED AND RESTATED
2007 EQUITY INCENTIVE PLAN
Section 1. Purposes.
1.1. Generally. This plan shall be known as the “Triangle Capital Corporation
Amended and Restated 2007 Equity Incentive Plan” (the “Plan”). The purpose of the Plan is
to promote the interests of Triangle Capital Corporation, a Maryland corporation (the
“Company”), its Affiliates (as defined herein) and its stockholders by (i) attracting and
retaining key officers, employees, and directors of, the Company and its Affiliates;
(ii) motivating such individuals by means of individual performance-related incentives to
achieve long-range performance goals; (iii) encouraging ownership of stock in the Company
by such individuals; and (iv) linking their compensation to the long-term interests of the
Company and its stockholders. With respect to any awards granted under the Plan that are
intended to comply with the requirements of “performance-based compensation” under
Section 162(m) of the Code, the Plan shall be interpreted in a manner consistent with such
1.2. Amendment and Restatement. This Plan amends and restates the Triangle
Capital Corporation 2007 Equity Incentive Plan adopted February 13, 2007 (the “Prior
Plan”) in its entirety. All Awards (as defined below) granted subsequent to the date of this
Plan’s adoption by the Company’s stockholders shall be subject to the terms of this Plan.
Section 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “1940 Act” means the Investment Company Act of 1940, as amended.
(b) “Affiliate” shall mean any wholly-owned consolidated subsidiary of the
(c) “Award” shall mean any Option or Restricted Share Award granted under the
Plan, whether singly, in combination or in tandem, to a Participant by the Board pursuant
to such terms, conditions, restrictions and/or limitations, if any, as the Board may