exv10w36w2



 






Exhibit 10.36.2




AMENDMENT
NO. 2 to the EMPLOYMENT AGREEMENT
 dated as of April 4,
2005 by and between CAPITALSOURCE INC.
 (the “Employer”) and DEAN C.
GRAHAM (the “Executive”).




     WHEREAS, the Employer and the Executive are parties to that certain Employment Agreement dated
as of April 4, 2005 (the “Agreement”); and



     WHEREAS, the Employer and the Executive desire to amend the Agreement as set forth in this
Amendment No. 2.



     NOW, THEREFORE, in consideration of the payment of $1 by the Employer and such other good and
valuable consideration, the receipt of which is hereby acknowledged by the parties, the Employer
and the Executive hereby amend the Agreement as follows:



     1. The first two sentences of Section 3 of the Agreement are hereby deleted and the following
substituted therefor:




During the Employment Period, the Executive shall serve as the President and Chief
Operating Officer of the Employer, as a member of the Employer’s Credit Committee,
and as a member of the Employer’s Executive and Disclosure Committees (to the
extent the Employer maintains such committees). In such capacities, the Executive
shall report exclusively to the Chief Executive Officer and shall have the
duties, responsibilities and authorities customarily associated with the positions
of President and Chief Operating Officers in a company the size and nature of the
Employer.



     2. Section 5(a) is hereby amended by deleting “$350,000” in the first sentence thereof and
substituting “$750,000” therefor.



     3. Section 5(d) is hereby amended by deleting “and President” from clause (i) thereof.



     4. Section 5(e) is hereby deleted and the following substituted therefor:




As of January 1, 2007, the Employer has previously granted to the Executive
226,000 shares of the Employer’s common stock, par value $0.01 (“Stock”), that are
subject to vesting based on the Executive’s continued employment with the Employer
or the Company Affiliates (the “Restricted Stock Award”). The terms governing the
vesting of such Restricted Stock Award are hereby modified to provide that (i)
76,000 shares of Stock shall vest and become freely transferable on April 4, 2007
and 50,000 shares of Stock shall vest and become freely transferable on
each of April 4, 2008, April 4, 2009 and April 4, 2010. Unvested shares of Stock
comprising such Restricted Stock Award shall be forfeited by the Executive if and
only if the Executive’s employment with the Employer and all the Company
Affiliates is voluntarily terminated by the Executive without Good Reason or is
terminated by the Employer for Cause, in each case, before the date on which such
shares of Stock would otherwise vest hereunder.



 









 





     5. The following is hereby added to the end of Section 9(h):




To the extent required to comply with Section 409A of the Code, any payment
required to be made to Executive under this Agreement or otherwise shall be
deferred until the first day of first month commencing after the six month
anniversary of Executive’s termination of employment. The Employer shall make a
lump sum payment to Executive on or about such date in an amount equal to the
aggregate payments that would have otherwise been paid to Executive during such
deferral period.



     6. The definition of “Good Reason” set forth in Section 25 is hereby amended by: (A)
substituting the following for clause (i) thereof: “(i) any diminution or adverse change in the
Executive’s titles;”, (B) substituting the following for clause (iii) thereof: “( iii) a
requirement that the Executive report to someone other than the Employer’s Chief Executive
Officer;” and (C) deleting the final sentence of the definition of “Good Reason”.



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed as of this
1st day of February, 2007.



	 	 	 	 	 
	 

	 	CAPITALSOURCE INC.
	 	 
	 
	 	 	 	 
	 

	 	 /s/ JOHN K. DELANEY	 	 
	 

	 	 	 	 
	 

	 	By: John K. Delaney	 	 
	 

	 	Its: CEO	 	 
	 
	 	 	 	 
	 

	 	 /s/ DEAN C. GRAHAM	 	 
	 

	 	 	 	 
	 

	 	Dean C. Graham	 	 







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