exv10w76



 








Exhibit 10.76




Grant No.:




CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT

FOR DIRECTORS





     CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants shares of its
common stock (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth
below. Additional terms and conditions of the grant are set forth in this cover sheet, in the
attached Restricted Stock Agreement (the “Agreement”) and in the Company’s Third Amended and
Restated Equity Incentive Plan (as amended from time to time, the “Plan”).



Name of Grantee:




Grantee’s Social Security Number:




Number of shares of Restricted Stock:




Grant Date:




Vest Base Date:




Vesting Schedule:




     By your signature below, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this cover sheet or Agreement should appear to be inconsistent.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 

Grantee

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 

CapitalSource Inc.

	 	 	 	 	 	 

	 	 
	Title:
	 	 	 	 	 	 	 	 






Attachment




     This is not a stock certificate or a negotiable instrument.



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CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT

FOR DIRECTORS




	 	 	 
	Restricted Stock

	 	This Agreement evidences an award of
shares of Stock in the number set
forth on the cover sheet and subject
to the vesting and other conditions
set forth herein, in the Plan and on
the cover sheet (the “Restricted
Stock”).
	 
	 	 
	Transfer of Unvested Restricted Stock

	 	Unvested Restricted Stock may not be
sold, assigned, transferred,
pledged, hypothecated or otherwise
encumbered, whether by operation of
law or otherwise, nor may the
Restricted Stock be made subject to
execution, attachment or similar
process. If you attempt to do any
of these things, the Restricted
Stock will immediately become
forfeited.
	 
	 	 
	Issuance and Vesting

	 	The Company will issue your
Restricted Stock in the name set
forth on the cover sheet. Your
right to the Stock under this
Restricted Stock grant and this
Agreement shall vest in accordance
with the vesting schedule set forth
on the cover sheet so long as you
continue in Service on the vesting
dates set forth on the cover sheet.
	 
	 	 
	 

	 	Notwithstanding your vesting
schedule, the Restricted Stock will
become 100% vested upon your
termination of Service due to your
death or Disability if you have
provided Services to the company for
at least one (1) year at the time
your Service terminates.
	 
	 	 
	Evidence of Issuance

	 	The issuance of the Stock under the
grant of Restricted Stock evidenced
by this Agreement shall be evidenced
in such a manner as the Company, in
its discretion, will deem
appropriate, including, without
limitation, book-entry, registration
or issuance of one or more Stock
certificates, with any unvested
Restricted Stock bearing the
appropriate restrictions imposed by
this Agreement. As your interest in
the Restricted Stock vests, the
recordation of the number of shares
of Restricted Stock attributable to
you will be appropriately modified
if necessary. In so far as any
share certificates are issued for
unvested Restricted Stock, such
certificates shall be held in escrow
and shall contain an appropriate
legend.
	 
	 	 
	Forfeiture of Unvested Restricted
Stock

	 	Unless the termination of your
Service triggers accelerated vesting
of your Restricted Stock pursuant to
the terms of this Agreement, the
Plan, or any other written agreement
between the Company (or any
Affiliate) and you, you will
automatically forfeit to the Company
all of the unvested shares of
Restricted Stock in the event your
Service terminates for any reason.
	 
	 	 
	Section 83(b)

	 	You may not make an election under
Section 83 of the Internal






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	Election

	 	Revenue
Code (a “Section 83(b) Election”) to
be taxed at the time the unvested
shares of Restricted Stock are
acquired rather than when such
shares of Restricted Stock become
vested. If you do make a Section
83(b) Election, you will forfeit all
of the Restricted Stock.
	 
	 	 
	Withholding Taxes

	 	You agree as a condition of this
grant that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the vesting or receipt of
the Restricted Stock. In the event
that the Company determines that any
federal, state, local or foreign tax
or withholding payment is required
relating to the vesting or receipt
of Stock arising from this grant,
the Company shall have the right to
require such payments from you, or
withhold such amounts from other
payments due to you from the Company
or any Affiliate (including
withholding the delivery of vested
shares of Stock otherwise
deliverable under this Agreement).
	 
	 	 
	Retention Rights

	 	This Agreement and the grant
evidenced hereby do not give you the
right to be retained by the Company
(or any Affiliate) in any capacity.
Unless otherwise specified in an
employment or other written
agreement between the Company (or
any Affiliate) and you, the Company
(and any Affiliate) reserve the
right to terminate your Service at
any time and for any reason.
	 
	 	 
	Stockholder Rights

	 	You will be entitled to receive,
upon the Company’s payment of a cash
dividend on outstanding shares of
Stock, an amount of cash, Restricted
Stock or Restricted Stock Units (as
determined by the Company from time
to time) equal to the per-share
dividend paid on the shares of
Restricted Stock that you hold as of
the record date for such dividend,
which shall be subject to the same
vesting, forfeiture and other
conditions as the associated
Restricted Stock. No adjustments
are made for dividends or other
rights if the applicable record date
occurs before your certificate is
issued (or an appropriate book entry
is made), except as described in the
Plan.
	 
	 	 
	 

	 	Your grant shall be subject to the
terms of any applicable agreement of
merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.
	 
	 	 
	Legends

	 	If and to the extent that the shares
of Stock are represented by
certificates rather than book entry,
all certificates representing the
Stock issued under this grant shall,
where applicable, have endorsed
thereon the following legends:
	 
	 	 
	 

	 	“THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN VESTING,
FORFEITURE AND OTHER RESTRICTIONS ON
TRANSFER AND OPTIONS TO PURCHASE
SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN






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	 	INTEREST. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF
THE SHARES REPRESENTED BY THIS
CERTIFICATE.”
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.
	 
	 	 
	 

	 	This Agreement, the associated cover
sheet, and the Plan constitute the
entire understanding between you and
the Company regarding this grant.
Any prior agreements, commitments or
negotiations concerning this grant
are superseded; except that any
written employment, confidentiality,
non-competition and/or severance
agreement between you and the
Company (or any Affiliate) shall
supersede this Agreement with
respect to its subject matter.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company may process personal data
about you. Such data includes, but
is not limited to, information
provided in this Agreement or the
cover sheet hereto and any changes
thereto, other appropriate personal
and financial data about you such as
your contact information, payroll
information and any other
information that might be deemed
appropriate by the Company to
facilitate the administration of the
Plan.
	 
	 	 
	 

	 	By accepting this grant, you give
explicit consent to the Company to
process any such personal data.





By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.






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