exv10w7






Exhibit 10.7




Grant No.: «NUM»




CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




     CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants restricted stock
units (“Restricted Stock Units”) for shares of its common stock (“Stock”) to the Grantee named
below, subject to the vesting and other conditions set forth below. Additional terms and
conditions of the grant are set forth 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: «FIRST_NAME» «MIDDLE_NAME» «LAST_NAME»



Grantee’s Social Security Number: «SSN»



Number of Restricted Stock Units: «SHARES»



Grant Date: «GRANT_DATE»



Vest Base Date: «VEST_BASE_DATE»



Vesting Schedule:




     By your signature below, you agree to all of the terms and conditions described herein, in the
attached Agreement and in the Plan, a copy of which is available on the Company’s intranet. 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




	 	 	 
	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.
	 
	 	 
	Delivery

	 	As your Restricted Stock Units vest,
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
later of (i) March 15 of the
calendar year following the calendar
year in which the Restricted Stock
Units vested and (ii) 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 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.






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	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.
	 
	 	 
	Forfeiture of Rights

	 	If you should take actions in
violation or breach of or in
conflict with any non-competition
agreement, any agreement prohibiting
solicitation of employees or clients
of the Company or any Affiliate
thereof or any confidentiality
obligation with respect to the
Company or any Affiliate thereof,
the Company has the right to cause
an immediate forfeiture of your
rights to the Restricted Stock Unit
awarded under this Agreement, and the Restricted Stock Unit shall
immediately expire.
	 
	 	 
	 

	 	In addition, if you have received
Shares in connection with these Restricted
Stock Units during the two year
period prior to your actions, you
will owe the Company a cash payment
(or forfeiture of shares) in an
amount determined as follows: (1)
for any Shares that you have sold
prior to receiving notice from the
Company, the amount will be the
proceeds received from the sale(s),
and (2) for any Shares that you
still own, the amount will be the
number of Shares owned times the
Fair Market Value of the Shares on
the date you receive notice from the
Company (provided, that the Company
may require you to satisfy your
payment obligations hereunder either
by forfeiting and returning to the
Company the shares or any other
shares or making a cash payment or a
combination of these methods as
determined by the Company in its
sole discretion).
	 
	 	 
	Leaves of Absence

	 	For purposes of this Agreement, your
Service does not terminate when you
go on a bona fide employee leave of
absence that was approved by the
Company in writing if the terms of
the leave provide for continued
Service crediting, or when continued
Service crediting is required by
applicable law. Your Service
terminates in any event when the
approved leave ends unless you
immediately return to active
employee work.
	 
	 	 
	 

	 	The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.
	 
	 	 
	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






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	 	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.
	 
	 	 
	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, consulting,
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






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	 	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.
	 
	 	 
	Code Section 409A

	 	It is intended that this Award
comply with Section 409A of the Code
(“Section 409A”) or an exemption to
Section 409A. To the extent that
the Company determines that you
would be subject to the additional
20% tax imposed on certain
non-qualified deferred compensation
plans pursuant to Section 409A as a
result of any provision of this
Agreement, such provision shall be
deemed amended to the minimum extent
necessary to avoid application of
such additional tax. The nature of
any such amendment shall be
determined by the Company. For
purposes of this Award, a
termination of employment only
occurs upon an event that would be a
Separation from Service within the
meaning of Section 409A.





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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