0001193125-07-044162 Sample Contracts

RESTRICTED STOCK AGREEMENT FOR EXECUTIVE OFFICER
Restricted Stock Agreement • March 1st, 2007 • MCG Capital Corp • Delaware

This Restricted Stock Agreement (“Agreement”) is made this day of ,200 , (the “Award Date”) by and between MCG Capital Corporation, a Delaware corporation (the “Company”), and (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2007 • MCG Capital Corp • Virginia

THIS EMPLOYMENT AGREEMENT entered into as of the 1st day of March, 2007 (the “Effective Date”), by and between MCG Capital Corporation (the “Company”), a Delaware corporation, and Samuel G. Rubenstein, an individual (the “Executive”) (hereinafter collectively referred to as the “Parties”).

Arlington, Virginia 22209 (the “Building”) FIRST AMENDMENT Execution Date: November 30, 2006
MCG Capital Corp • March 1st, 2007

WHEREAS, Landlord is willing to lease the First Amendment Additional Premises to Tenant upon the terms and conditions hereinafter set forth;

FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE MEMBERS OF THE BOARD OF DIRECTORS
Restricted Stock Agreement • March 1st, 2007 • MCG Capital Corp • Delaware

This Restricted Stock Agreement (“Agreement”) is made this day of , 200 , (the “Award Date”) by and between MCG Capital Corporation, a Delaware corporation (the “Company”), and (“Director”).

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