Exhibit 10.41
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO THE EMPLOYMENT
AGREEMENT entered into by
and between MCG Capital Corporation (the
“Company” ), a Delaware corporation and
Steven F. Tunney , an individual (the
“Executive” ) (hereinafter collectively referred
to as the “Parties” ).
WHEREAS , the Parties entered into an Employment
Agreement (the “Agreement” ) dated as of
September 18, 2006, which may be modified by a writing signed
by the Parties pursuant to Section 12(a) of the Agreement;
and
WHEREAS , the Parties desire to amend the Agreement to
ensure compliance with Section 409A of the Internal Revenue
Code.
NOW THEREFORE
, the Agreement is hereby amended as
follows, effective December 31, 2008:
1. Section 5(b)(ii) shall be
amended to read as follows:
“(ii) The Company shall pay to
the Executive or his beneficiaries, no later than 90 days following
the Executive’s termination of employment by reason of death
or Disability, an amount equal to the Annual Bonus that the
Executive would have been entitled to receive in respect of the
fiscal year in which the Executive’s Termination Date occurs
had he continued in employment until the end of such fiscal year,
calculated as if all target performance targets and goals, if
applicable, had been fully met by the Company and by the Executive,
as applicable, for such year, multiplied by a fraction the
numerator of which is the number of days in such fiscal year
through the Termination Date and the denominator of which is 365;
and”
2. Section 5(c) shall be
amended by replacing the first paragraph with the
following:
“(c) If the Executive’s
employment with the Company shall be terminated (1) by the
Company other than for Cause, death, or Disability, or (2) by
the Executive for Good Reason, then, subject to the Executive
promptly signing (no later than 30 days following the Termination
Date) and not revoking a release of claims in substantially the
form attached hereto as Exhibit A , the Executive shall be
entitled to the benefits as provided below; provided, that no
amount shall be payable pursuant to this Section 5(c) on or
following the date the Executive first violates any of the
covenants set forth in Section 7:”
3. Section 6(b) shall be
amended by deleting the last two sentences thereof and replacing
them with the following:
“The Company shall reduce or
eliminate the Payments by first reducing or eliminating
