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AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 28, 2003
(the "Effective Date"), by and between AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (the "Company"),
and Malon Wilkus (the "Executive").
WHEREAS , the Company and the Executive entered into an Employment Agreement dated as of August 29, 1997 (the
"Old Agreement") pursuant to which the Company employed the Executive on the terms and conditions set forth therein; and
WHEREAS , the Company and the Executive desire to amend and restate the Old Agreement in its entirety, on the terms
and conditions set forth herein.
W I T N E S S E T H:
WHEREAS , the Executive is the Chairman, President and Chief Executive Officer of the Company; and
WHEREAS , it is in the interests of the Company that the Executive's service continue to be available to the Company.
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 Old 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 means 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 affiliates, excluding e