exv10w33w4










Exhibit 10.33.4




	 	 	 
	NOTICE OF GRANT OF STOCK OPTIONS

	 	CapitalSource Inc.
	 

	 	ID: 35-2206895
	 

	 	4445 Willard Avenue
	 

	 	Twelfth Floor
	 

	 	Chevy Chase, MD 20815






	 	 	 
	[name]

	 	Option Number:
	[address]

	 	Plan:           Y2KB
	 

	 	ID:






Effective
[     ], you have been granted a Non-Qualified Stock Option (the “Option”)
to purchase [     ] shares of CapitalSource Inc. (the “Company”) common stock at $[     ] per
share (the “Option Price”).




The Option shall vest as follows:




	 	 	 	 	 	 	 
	Shares	 	Vest Type	 	Vest Date	 	Expiration
	 
	 	 	 	 	 	 






By your signature and the Company’s signature below, you and the Company agree that this Option is
granted under and governed by the terms and conditions of the attached Option Agreement and the
Company’s Third Amended and Restated Equity Incentive Plan, as amended, which is also attached.




	 	 	 
	 

	 	 
	CapitalSource Inc.

	 	Date
	 

	 
	 	 
	 

	 	 
	[name]

	 	Date








 









 








CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN


NON-QUALIFIED OPTION AGREEMENT

FOR DIRECTORS




	 	 	 
	Non-qualified Option

	 	This Agreement evidences an award of a Stock Option exercisable for
that number of shares of Stock set forth on your Notice of Grant of
Stock Options to which this Agreement is attached (“Grant Notice”)
and subject to the vesting and other conditions set forth herein, in
the Plan and on the Grant Notice. This option is not intended to be
an incentive option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
	 
	 	 
	Transfer of Stock
Option

	 	During your lifetime, only you (or, in the event of your legal
incapacity or incompetency, your guardian or legal representative)
may exercise the Stock Option. The Stock Option may not be sold,
assigned, transferred, pledged, hypothecated or otherwise
encumbered, whether by operation of law or otherwise, nor may the
Stock Option be made subject to execution, attachment or similar
process.
	 
	 	 
	 

	 	If you attempt to do any of these things, this Stock Option will
immediately become forfeited.
	 
	 	 
	 

	 	Notwithstanding these restrictions on transfer, the Board or the
Committee may authorize, in its sole discretion, the transfer of a
vested Stock Option (in whole or in part) to a member of your
immediate family or a trust for the benefit of your immediate
family.
	 
	 	 
	Vesting

	 	Your Stock Option shall vest in accordance with the vesting schedule
shown in the Grant Notice so long as you continue in Service on the
vesting dates set forth on the Grant Notice, and is exercisable only
as to its vested portion.
	 
	 	 
	 

	 	Notwithstanding your vesting schedule, the Stock Option 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.
	 
	 	 
	Forfeiture of
Unvested 

Stock
Options / Term

	 	Unless the termination of your Service triggers accelerated vesting
of your Stock Option 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
those portions of the Stock Option that have not yet vested in the
event your Service terminates for any reason.
	 
	 	 
	Expiration of
Vested 

Options
After Service

	 	If your Service terminates for any reason, other than for Cause,
then the vested portion of your Stock Option will expire at the
close of 






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	Terminates

	 	
business at Company headquarters on the earlier of the
Expiration Date or the third anniversary of your termination date. 



If your Service is terminated for Cause, then you shall immediately
forfeit all rights to your entire Stock Option and the Stock Option
shall immediately expire.
	 
	 	 
	 

	 	In all events, your Stock Option will expire on the Expiration Date
shown on the Grant Notice. Your Stock Option will expire earlier if
your Service terminates, as described herein.
	 
	 	 
	Notice of Exercise

	 	The Stock Option may be exercised, in whole or in part, to purchase
a whole number of vested shares of Stock of not less than 100
shares, unless the number of vested shares purchased is the total
number available for purchase under the option, by following the
procedures set forth in the Plan and in this Agreement.
	 
	 	 
	 

	 	When you wish to exercise this Stock Option, you must exercise in a
manner required or permitted by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise this Stock Option after your
death, that person must prove to the Company’s satisfaction that he
or she is entitled to do so.
	 
	 	 
	Form of Payment

	 	When you exercise your Stock Option, you must include payment of the
Option Price indicated on the Grant Notice for the shares you are
purchasing. Payment may be made in one (or a combination) of the
following forms:
	 
	 	 
	 

	 	•    Cash, your personal check, a cashier’s check, a money order
or another cash equivalent acceptable to the Company.

	 
	 	 
	 

	 	•    Shares of Stock which have already been owned by you for
more than six months and which are surrendered to the Company. The
Fair Market Value of the shares as of the effective date of the
option exercise will be applied to the Option Price.

	 
	 	 
	 

	 	•    To the extent a public market exists for the shares of Stock
as determined by the Company, delivery (in a form prescribed or
accepted by the Company) of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell shares subject
to the Stock Option and to deliver all or part of the sale proceeds
to the Company in payment of the aggregate Option Price and any
withholding taxes.

	 
	 	 
	Evidence of Issuance

	 	The issuance of the shares upon exercise of this Stock Option 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 share certificates. You
will have no further rights with regard to a Stock Option once the
share of 






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Stock related to such Stock Option has been issued.

	 

	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 Stock Option exercise or sale of Stock acquired
under this Stock Option. In the event that the Company determines
that any federal, state, local or foreign tax or withholding payment
is required relating to the exercise of this Stock Option or sale of
Stock arising from this Stock Option, 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 this Stock Option 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, have no rights as a shareholder of the
Company until the Stock has been issued upon exercise of your Stock
Option and either a certificate evidencing your Stock has been
issued or an appropriate entry has been made on the Company’s books.
No adjustments are made for dividends, distributions 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 Stock Option 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 Grant Notice and the Plan constitute
the entire understanding between you and the Company regarding this
Stock Option. Any 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),
whether entered into before or after this Agreement’s






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	 	effective
date, shall supersede this Agreement with respect to its subject
matter unless otherwise provided herein, provided that no such
superseding shall result in a failure to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986,
as amended.
	 
	 	 
	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 Grant Notice 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.
	 
	 	 
	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 Service only occurs upon an event that would be a
Separation from Service within the meaning of Section 409A.






By signing the Grant Notice, you agree to all of the terms and conditions described above and in
the Plan.





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