THIRD AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS THIRD
AMENDMENT (the “ Third Amendment ”) is entered
into by and between Penelope F. Roll (“ you ”),
and Allied Capital Corporation, a Maryland corporation (the “
Company ”), on May 5, 2009. This Third Amendment
shall be effective for all purposes as of May 5, 2009 (the
“ Effective Date ”).
WHEREAS, you and
the Company entered into an employment agreement effective as of
January 1, 2004 (“ Employment Agreement
”);
WHEREAS, the
Employment Agreement was amended effective March 29, 2007 (the
“ First Amendment ”) to comply with
Section 409A of the Internal Revenue Code of 1986 and address
other tax related issues, and together the Employment Agreement and
the First Amendment became known as the “ 2007 Employment
Agreement ;”
WHEREAS, the 2007
Employment Agreement was amended effective December 15, 2008
(the “ Second Amendment ”) to substitute new
language for Section 7(c) and Section 8 of the 2007 Employment
Agreement, and together the 2007 Employment Agreement and the
Second Amendment became known as the 2008 Employment
Agreement;
NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, you and the Company, intending
legally and equitably to be bound, hereby amend the 2008 Employment
Agreement as follows:
1. You and
the Company hereby modify and amend “ Good Reason
,” as set forth in Section 5(b) of the 2008 Employment
Agreement, to include the following:
(a) The text
of Section 5(b)(iv) is deleted in its entirety and replaced by
“ [NOT APPLICABLE] .”
(b) The text
of Section 5(b)(ix) is deleted in its entirety and replaced by
“Either the Chairman of the Board position or the
