AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of immediately
prior to January 1, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation, formerly
known as AMERICAN CAPITAL STRATEGIES, LTD (the “Company”), and Darin Winn (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Executive is a Senior Vice President and Managing Director of the Company and a member of the
Company’s Investment Committee (the “IC”); and
WHEREAS, it is in the interests of the Company that the Executive’s service continue to be available to the Company; and
WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of March 28, 2003 (such
agreement being the “Original Agreement” and such date being the “Original Effective Date”); and
WHEREAS, the Company and the Executive wish to amend and restate the Original Agreement in its entirety to comply
with Section 409A of the Internal Revenue Code of 1986, as amended, to the extent applicable and to make such other changes
as are provided herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained
herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree that the Original Agreement is amended and restated in its entirety as follows:
DEFINITIONS AND INTERPRETATIONS
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the
following terms shall have the following respective meanings:
“Base Salary” shall have the meaning specified in Section 3.1.
“Board of Directors” shall mean the Board of Directors of the Company.
“Change of Control” shall mean the occurrence of any of the following events: (i) any person or group of persons (as
defined in Section 13(d) and 14(d) of the Exchange Act) together with its affi