exv10w70



 





Exhibit 10.70




Grant No.: _____




CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED UNIT AGREEMENT



CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units
for shares of its common stock, $.01 par value, (the “Stock”) to the Grantee named below, subject
to the vesting conditions set forth in the attachment. Additional terms and conditions of the
grant are set forth in this cover sheet, in the attachment and in the Company’s Third Amended and
Restated Equity Incentive Plan (as amended from time to time, the “Plan”).




Grant Date:                     , 200_____




Name of Grantee:                     




Grantee’s Social Security Number: _______-____-_______




Number of Restricted Stock Units Covered by Grant:                     




     By signing this cover sheet, 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 Agreement should appear to be inconsistent.



	 	 	 	 	 	 	 
	Grantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	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 UNIT AGREEMENT




	 	 	 
	Restricted Stock 

Units/Transferability

	 	This grant is an award of restricted stock
units in the number of units set forth on
the cover sheet, and subject to the vesting
and other conditions described below (the
“Restricted Stock Units”). Your
Restricted Stock Units may not be
transferred, assigned, pledged or
hypothecated, whether by operation of law or
otherwise, nor may the Restricted Stock
Units be made subject to execution,
attachment or similar process.
	 
	 	 
	Vesting

	 	[To be determined on the grant date.]
	 
	 	 
	 

	 	No additional Restricted Stock Units will
vest after you have ceased to provide
Services for any reason.
	 
	 	 
	Delivery

	 	Upon your termination of Service, the
Company will issue the shares of Stock to
which such vested Restricted Stock Units
relate. The issuance of the Stock under
this grant of Restricted Stock Units 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. 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.
	 
	 	 
	 

	 	Notwithstanding the preceding paragraph, 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.
	 
	 	 
	Service Termination

	 	Upon the termination of your Services, other
than by reason of your death or permanent
and total disability (within the meaning of
Section 22(e)(3) of the Code), any
Restricted Stock Units that have not vested
hereunder shall immediately be deemed
forfeited.
	 
	 	 
	 

	 	In the event of the termination of your
Service because of your death or permanent
and total disability (within the meaning of
Section 22(e)(3) of the Code), any
Restricted Stock Units that have not vested
hereunder shall immediately become fully
vested.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the right
to be retained by the Company in any
capacity.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the rights of a
shareholder with respect to the Restricted
Stock Units. You will, however, be entitled
to receive, upon the Company’s payment of a
cash dividend on outstanding shares of
stock, an amount for each Restricted Stock
Unit that you hold as of the record date for
such dividend equal to the per-share
dividend paid on the shares of Stock which
amount shall be subject to the same
forfeiture and distribution






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	 	conditions as
the associated Restricted Stock Units and
shall be credited as additional Restricted
Stock Units.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock
dividend or a similar change in the Stock,
the number of Restricted Stock Units covered
by this grant shall be adjusted (and rounded
down to the nearest whole number) pursuant
to the Plan. Your Restricted Stock Units
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company is
subject to such corporate activity.
	 
	 	 
	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 and the Plan constitute the
entire understanding between you and the
Company regarding this grant of Restricted
Stock Units. Any prior agreements,
commitments or negotiations concerning this
grant are superseded.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the Company
may process personal data about you. Such
data includes but is not limited to the
information provided in this Agreement and
any changes thereto, other appropriate
personal and financial data about you such
as home address and business addresses and
other 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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