exv10w35w4






Exhibit 10.35.4




Grant No.:




CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT

FOR DIRECTORS



     CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants 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
Stock 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 shares of Restricted Stock:



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 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 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 AGREEMENT

FOR DIRECTORS



	 	 	 
	Restricted Stock
	 	This Agreement evidences an award of shares of Stock 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”).

	 	 	 

	Transfer of 

Restricted Stock
	 	Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered, whether by operation of law
or otherwise, nor may the Restricted Stock be made subject to
execution, attachment or similar process. If you attempt to do any
of these things, the Restricted Stock will immediately become
forfeited.

	 	 	 

	Issuance and Vesting
	 	The Company will issue your Restricted Stock in the name set forth
on the cover sheet.

	 	 	 

	 	 	Your right to the Stock under this Restricted Stock grant and this
Agreement 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 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.

	 	 	 







 









 






	 	 	 
	Evidence of Issuance
	 	The issuance of the Stock under the grant of Restricted Stock
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, with any unvested Restricted Stock bearing
the appropriate restrictions imposed by this Agreement. As your
interest in the Restricted Stock vests, the recordation of the
number of shares of Restricted Stock attributable to you will be
appropriately modified if necessary. In so far as any share
certificates are issued for unvested Restricted Stock, such
certificates shall be held in escrow and shall contain an
appropriate legend. If the Company utilizes book-entry form,
appropriate restrictions will be noted in the Company records.

	 	 	 

	Forfeiture of 

Unvested Restricted 

 Stock
	 	Unless the termination of your Service triggers accelerated vesting
of your Restricted Stock 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 Restricted Stock in the event
your Service terminates for any reason.

	 	 	 

	Section 83(b)

Election
	 	Under Section 83 of the Internal Revenue Code of 1986, as amended
(the “Code”), the difference between the purchase price paid for
these shares of Stock and their Fair Market Value on the date any
forfeiture restrictions applicable to such shares lapse will be
reportable as ordinary income at that time. For this purpose,
"forfeiture restrictions” include the forfeiture of unvested Stock
described above. You may elect to be taxed at the time these
shares in restricted form are acquired rather than when such shares
cease to be subject to such forfeiture restrictions by filing an
election under Section 83(b) of the Code with the Internal Revenue
Service within thirty (30) days after the Grant Date. You will
have to make a tax payment to the extent of the Fair Market Value
of these shares on the Grant Date. The form for making this
election is attached as Exhibit A hereto. Failure to make this
filing within the thirty (30) day period will result in the
recognition of ordinary income by you (in the event the Fair Market
Value of the shares increases after the date of purchase) as the
forfeiture restrictions lapse.

	 	 	 

	 	 	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE DECISION AND RESPONSIBILITY,
AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION
83(b). YOU ALSO ACKNOWLEDGE THAT YOUR SECTION 83(b) ELECTION IS
NOT REVOCABLE AND THAT YOU WILL NOT BE ABLE TO RECOUP OR RECOVER
ANY TAXES PAID IN CONNECTION







 









 






	 	 	 
	 	 	WITH THE SECTION 83(b) ELECTION FOR ANY REASON, INCLUDING ON FORFEITURE OF THE UNVESTED SHARES OF STOCK
IN CONNECTION WITH ANY TERMINATION OF SERVICE WITH THE COMPANY.
YOU ALSO ACKNOWLEDGE THAT THESE SHARES OF STOCK ARE STILL SUBJECT
TO FORFEITURE RESTRICTIONS WHICH WILL NOT LAPSE BY VIRTUE OF YOUR
SECTION 83(b) ELECTION OR PAYMENT OF TAXES IN CONNECTION WITH SUCH
ELECTION AND THAT YOU WILL FORFEIT ANY UNVESTED SHARES AT THE TIME
OF YOUR TERMINATION OF SERVICE EVEN THOUGH YOU HAVE ALREADY MADE A
SECTION 83(b) ELECTION AND PAID THE TAXES ON SUCH UNVESTED SHARES
IN CONNECTION WITH SUCH ELECTION. THE COMPANY AND ITS
REPRESENTATIVES WILL NOT MAKE THIS FILING ON YOUR BEHALF. YOU ARE
RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS
TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION, INCLUDING WITH
RESPECT TO THE RISKS INVOLVED IF THE FAIR MARKET VALUE OF THESE
SHARES OF STOCK FALLS AFTER THE GRANT DATE.

	 	 	 

	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. In the event that the Company determines that any federal,
state, local or foreign tax or withholding payment is required
relating to the vesting 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 will be entitled to receive, upon the Company’s payment of a
cash dividend on outstanding shares of Stock, an amount of cash,
Restricted Stock 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 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.
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.

	 	 	 

	Legends
	 	If and to the extent that the shares of Stock are represented by
certificates rather than book entry, all certificates representing
the Stock issued under this grant shall, where applicable, have
endorsed thereon the following legends:

	 	 	 

	 	 	“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON
TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF
RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

	 	 	 

	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.