exv10w32w4






Exhibit 10.32.4




	 	 	 
	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 [DATE], you have been granted a Non-Qualified Stock Option (the “Option”) to buy [NUMBER]
shares of CapitalSource Inc. (the “Company”) common stock at [PRICE] 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, all of which are available
on the Company’s intranet and on DocServer, the Company’s internal document management system in
the System View named Equity Incentive Plan.




	 	 	 
	 

	 	 
	CapitalSource Inc.

	 	Date
	 

	 
	 	 
	 

	 	 
	[NAME]

	 	Date






 









 






CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

NON-QUALIFIED OPTION AGREEMENT




	 	 	 
	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, your 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 death,
Disability or Cause, then the vested portion of your Stock Option
will expire at the close of business at Company headquarters on the
90th day after







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	Terminates

	 	your termination date.
	 
	 	 
	 

	 	If your Service terminates because of your death or Disability, or
if you die during the 90 day period after your termination for any
reason (other than Cause), then the vested portion of your Stock
Option will expire at the close of business at Company headquarters
on the date twelve (12) months after the date of your death or
termination for Disability. During that twelve (12) month period,
your estate or heirs may exercise the vested portion of your Stock
Option.
	 
	 	 
	 

	 	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.
	 
	 	 
	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 this Stock Option awarded
under this Agreement, and the Stock Option shall immediately expire. 



In such circumstances, if you have exercised any of this Stock
Option 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), less the option exercise price
for such shares, 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,
less the option exercise price for such shares (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.






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






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	 	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 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.






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	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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