exv10w36w4






Exhibit 10.36.4




Grant No.:




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:



Grantee’s Social Security Number:



Number of Restricted Stock Units:



Grant 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 and on
DocServer, the Company’s internal document management system in the System View named Equity
Incentive Plan. 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.



 









 





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 Restricted Stock
Units

	 	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.
	 
	 	 
	 

	 	Notwithstanding your vesting schedule,
the Restricted Stock Units 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.






 









 






	 	 	 
	Delivery

	 	As your Restricted Stock Units vest, the
Company will issue the shares of Stock to
which the then vested Restricted Stock
Units relate.
	 
	 	 
	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.
	 
	 	 
	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 shares of the
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 these Restricted Stock
Units awarded under this Agreement, and
these Restricted Stock Units shall
immediately expire.
	 
	 	 
	 

	 	In such circumstances, if you have
received Shares in connection with any of
these Restricted Stock Units or have
vested in any of 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 or
Restricted Stock Units, as applicable) in
an amount determined as follows: (1) for
any such 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 such Shares
or such vested Restricted Stock Units
that you still own, the amount will be
the number of such Shares or such vested
Restricted Stock Units 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 such Shares or
such vested Restricted Stock Units or any
other Restricted Stock Units or 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 Units or receipt of Stock arising
from this grant, 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 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 vested or unvested
Restricted Stock Units until the Stock
has been issued to you and either a
certificate evidencing your Stock has
been issued or an appropriate entry has
been made on the Company’s books.
	 
	 	 
	 

	 	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 underlying
the Restricted Stock Units that you hold
as of the record date for such dividend,
which shall be subject to the same
vesting, delivery, forfeiture and other
conditions as the associated Restricted
Stock Units. 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 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 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.
	 
	 	 
	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 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 cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.