exv10w77



 








Exhibit 10.77




Grant No.:




CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT

FOR DIRECTORS




     CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants restricted
stock units (“Restricted Stock Units”) for 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 Unit 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 Restricted Stock Units:




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 UNIT AGREEMENT

FOR DIRECTORS




	 	 	 
	Restricted Stock 

Units

	 	This Agreement evidences an award of restricted stock units 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 Units”).
	 
	 	 
	Transfer of
Unvested Restricted
Stock Units

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

	 	The Company will issue your Restricted Stock Units in the name set
forth on the cover sheet. Your Restricted Stock Units 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 Units
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.
	 
	 	 
	Delivery

	 	Upon your termination of Service, the Company will issue the shares
of Stock to which the then vested Restricted Stock Units relate.
Notwithstanding the preceding sentence, if the shares of Stock
would otherwise be delivered to you during a period in which you
are: (i) subject to a lock-up agreement restricting your ability to
sell shares of Stock in the open market or (ii) restricted from
selling shares of Stock in the open market because you are not then
eligible to sell under the Company’s insider trading or similar
plan as then in effect (whether because a trading window is not
open or you are otherwise restricted from trading), delivery of the
shares of Stock will be delayed until the first date on which you
are no longer prohibited from selling shares of Stock due to a
lock-up agreement or insider trading or similar plan restriction,
but in any event no later than the last day of the calendar year in
which the shares of Stock otherwise would have been delivered.
	 
	 	 
	Evidence of Issuance

	 	The issuance of the Stock under the grant of Restricted Stock Units
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






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	 	Stock certificates. You will have no further rights with
regard to a Restricted Stock Unit once the share of Stock related
to such Restricted Stock Unit has been issued.
	 
	 	 
	Forfeiture of
Unvested Restricted
Stock Units

	 	Unless the termination of your Service triggers accelerated vesting
of your Restricted Stock Units 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 Restricted Stock Units in the
event your Service terminates for any reason.
	 
	 	 
	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 Units or the 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 of the Restricted Stock
Unit 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, or your estate or heirs, do not have any of the rights of a
shareholder with respect to any unvested Restricted Stock Unit.
	 
	 	 
	 

	 	You will, however, be entitled to receive, upon the Company’s
payment of a cash dividend on outstanding shares of Stock, an
amount of cash, 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 Units 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
Units. 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.






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	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/Deferred 

Compensation 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.
	 
	 	 
	 

	 	Your Restricted Stock Units and this Agreement are also subject to
the terms of the CapitalSource Inc. Amended and Restated Deferred
Compensation Plan (as amended from time to time, the “Deferred
Compensation Plan”).
	 
	 	 
	 

	 	This Agreement, the associated cover sheet, the Deferred
Compensation Plan 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 and the Deferred Compensation Plan.





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