AGREEMENT

This agreement (“Agreement”) is entered into by and between Triangle Capital Corporation (“TCC”) and its Affiliates and related parties (collectively, “Triangle”) and Brent P. W. Burgess (“Executive”). “Affiliate” means any person or entity controlled by, or under common control with, TCC.

WHEREAS, Executive is a founder of Triangle’s predecessor, has a long tenure with Triangle, and has intimate familiarity with Triangle’s business, including its investment portfolio, clients, customers and employees.

NOW, THEREFORE, the parties hereto agree as follows:

the annual premium due in 2017 for (i) the Key Man Policy, and (ii) the existing $2,000,000 term life insurance policy issued to Executive as an employee benefit from Triangle, in each case so as to provide continued coverage through December 31, 2017.

procedures, and strategies; costs; profits; databases; personnel (including but not limited to personal information about any employees, directors or shareholders of Triangle); operational methods; financial models; potential transactions; pending negotiations; computer programs; algorithms; pending patent applications; systems; negotiations; lists of actual and/or prospective clients and/or investors; financial results; business developments; internal controls; and security procedures. The foregoing is not an exhaustive list, and Confidential Information also may include, without limitation, any other information, documents or materials that may be identified as confidential or proprietary, or which would otherwise appear to a reasonable person, in the context in which the information, documents, or materials were received, provided, or learned, to be confidential. Confidential Information does not include (x) information which shall have been (as of the date of this Agreement, or in the future, as of a date prior to Executive’s alleged breach) lawfully and without breach of obligation made available to the general public without restriction, or (y) information which Executive can prove, by documentary evidence, was previously known to him prior to the term of his employment with Triangle and its predecessors.

(ii) Nothing in this Agreement, or any other agreement or Triangle policy shall prevent Executive from responding to any lawful subpoena or other legal process or sharing any Confidential Information or other information with regulators or appropriate governmental agencies without notice to Triangle, whether in response to subpoena or otherwise, under the whistleblower provisions of federal law or regulation, and no prior authorization or notification is required prior to Executive making any such reports or disclosures, provided, that no attorney client privilege shall be waived. Triangle shall not seek to hold Executive criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  If Executive files a lawsuit for retaliation by Triangle for reporting a suspected violation of law, he may disclose trade secrets to his attorney and use the trade secret information in the court proceeding if he (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order.

owned devices, and computer software); computer system and software passwords, access codes, and authorization codes (to the extent such codes relate in whole or in part to Triangle’ business, data rooms, systems, sites, or information); and all Triangle identification, keys, credit cards, and other property. Executive agrees to make his personal devices containing Confidential Information available, upon reasonable request of the CEO, to have any Confidential Information removed.

or vendor of Triangle as of the Effective Date, or any prospective client, customer or vendor who Triangle has actively pursued (or actively planned to pursue) in the three (3) months preceding the Effective Date, to (A) solicit business which is competitive with the Business, (B) induce the termination of, or inhibit the establishment, renewal or extension of, any business or relationship with Triangle, or (C) divert, take away, or otherwise harm Triangle’s business or relationship. The term “clients” shall include private equity sponsors.

Triangle shall have all rights and remedies available to them under this Agreement and any applicable law, and (iii) all of Executive’s promises, covenants, representations, and warranties hereunder and under any arrangement to which he is a party or otherwise subject shall remain in full force and effect. The covenants in this Agreement become effective as of the date this Agreement was presented to Executive and any breach of the covenants after such date, even if prior to Executive’s execution of the Agreement, shall be considered a breach of this Agreement.

Relations Act, the Vietnam Era Veterans Readjustment Act of 1974, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, each as may be amended, and/or any other federal, state or local human rights, civil rights, wage-hour, pension or labor law, rule, statute, regulation, constitution or ordinance and/or public policy, contract or tort law, or any claim of retaliation under such laws, or any claim of breach of any contract (whether express, oral, written or implied from any source), or any claim arising out of or in any way related to Executive’s employment or termination of employment with Triangle for intentional or negligent infliction of emotional distress, tortious interference with contractual relations, wrongful or abusive discharge, defamation, prima facie tort, fraud, negligence, loss of consortium, or any action similar thereto against the Company Entities, including any claim for attorneys’ fees (the “Release”); provided, however, that the Releasors do not waive any rights to seek (i) enforcement of this Agreement (including any amounts due under this Agreement), (ii) COBRA continuation coverage rights that are available under applicable law, (iii) indemnification and/or contribution or directors’ and officers’ insurance rights the Executive may have in respect of Executive’s employment or directorship with Triangle, and (iv) vested benefits, if any, of Executive under the terms any insured welfare or tax-qualified retirement benefit plan; and further provided, that the Releasors do not release any right to challenge, under the Older Worker's Benefit Protection Act, the knowing and voluntary nature of the release of any age claims in this Release, in court or before the Equal Employment Opportunity Commission (“EEOC”) or any right to file an administrative charge with the EEOC or any other similar federal, state, or local agency (provided, that any right to recover monetary damages or other personal relief in any proceeding will be released and waived), or any claims that cannot be waived by law.

By executing this Agreement and this Release, Executive acknowledges, represents and covenants that:

respect to the ADEA the Executive has a seven (7) day revocation period (beginning on the date of execution) that expires at 5:00 pm ET on such seventh (7th) day. If Executive intends to revoke this Release with respect to the ADEA, Executive must advise the CEO on or before the expiration of the seven (7) day revocation period by delivering to the CEO at TCC’s principal place of business, written notification of Executive’s intention to revoke this Release with respect to the ADEA, which written notification makes specific reference to this Agreement. The “Effective Date” of this Agreement shall be the eighth (8th) day after the date Executive executes this Agreement, provided Executive has not revoked the Release.

law, an arbitrator or reviewing court, as permitted by this Agreement, shall have the authority to “blue pencil” or otherwise modify such provision so as to render it enforceable while maintaining the parties’ original intent (as reflected herein) to the maximum extent possible. This Agreement shall be interpreted strictly in accordance with its terms, to the maximum extent permissible under governing law, and shall not be construed against or in favor of any party. Specifically, it is agreed that in interpreting or construing this Agreement no presumption will apply against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

with the arbitrator (and the arbitrator shall have jurisdiction to consider and rule upon) a motion to reconsider (accompanied by a supporting brief), and the other party shall have twenty (20) days from the date of the motion to respond. The arbitrator thereupon shall reconsider the issues raised by the motion and, promptly, either confirm or change the decision, which (except as provided by law) shall then be final, binding and conclusive upon the parties hereto, and judgment on the award may be confirmed and entered in any state or federal court in the State of North Carolina. The arbitration shall be conducted on a strictly confidential basis, and neither party shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with any such a claim, or the result of any arbitration (collectively, “Arbitration Materials”), to any third party, with the sole exception of potential witnesses in the arbitration, legal counsel, Executive’s immediate family, accountants or personal financial advisors, and Triangle’s employees and agents, all of whom shall be bound by the confidentiality terms of this agreement regarding the arbitration; and provided, further, that this confidentiality requirement shall not prevent Triangle from disclosing the existence of the claim, the amount of the claim and any other information deemed appropriate by Triangle’s counsel as necessary or appropriate to comply with securities laws. In the event of any court proceeding to challenge or enforce an arbitrator’s award, the parties hereto hereby consent to the exclusive jurisdiction of the state and federal courts in North Carolina and agree to venue in that jurisdiction. The parties hereto agree to take all steps reasonably necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing such Confidential Information) under seal to the extent possible and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. Each party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any court proceeding arising therefrom, regardless of outcome, provided, that (1) TCC will pay the costs of the arbitrator to the extent necessary as a condition precedent to enforcing this arbitration obligation, and (2) the arbitrator or court may award reasonable attorneys’ fees and costs, including a share of the arbitrator’s fee, to a prevailing party; provided, however, that if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and litigation costs, or if there is a written agreement providing for attorneys’ fees and/or litigation costs, the arbitrator shall rule upon a motion for attorneys’ fees and/or litigation costs under the same standards a court would apply under the law applicable to the claim(s) at issue. Either party may bring an action in any state or federal court in the State of North Carolina to compel arbitration under this Agreement and to enforce an arbitration award.

signed by Executive and the CEO. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date set forth below their signatures.

TRIANGLE CAPITAL CORPORATION            Executive

President and Chief Executive Officer        October 17, 2016

October 18, 2016