exv10w37w3






Exhibit 10.37.3




Grant No.:




CAPITALSOURCE INC.

THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT

FOR DIRECTORS



     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 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 UNIT AGREEMENT

FOR DIRECTORS



	 	 	 
	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, your 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

	 	Upon your termination of Service or such other time as you have
properly elected under the CapitalSource Inc. Amended and Restated
Deferred Compensation Plan (as amended from time to time, the
“Deferred Compensation Plan”), 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 Restricted Stock Units in the
event your Service terminates for any reason.
	 
	 	 
	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/Deferred 

Compensation 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.
	 
	 	 
	 

	 	Your Restricted Stock Units and this Agreement are also subject to
the terms of the Deferred Compensation Plan.
	 
	 	 
	 

	 	This Agreement, the associated cover sheet, the Deferred
Compensation Plan 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, in the Plan and the Deferred Compensation Plan.