AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 27, 2009
(the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation, formerly known as AMERICAN
CAPITAL STRATEGIES, LTD (the “Company”), and Ira Wagner (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Executive is the President, European Private Finance 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; and
WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement dated as of
March 28, 2003 (such date being the “Original Effective Date”), as amended and restated effective immediately prior to
January 1, 2009 (such amended and restated agreement being the “Prior Agreement”); and
WHEREAS, the Company and the Executive wish to amend and restate the Prior Agreement in its entirety to make such
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 Prior 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 affiliates, excluding employee benefit plans of the
Company, becomes, directly or indirect