2012 Executive Compensation Program



 Exhibit 10.1 
 2012 Executive Compensation Program 
 Approved by CapitalSource Board of
Directors February 15, 2012 
 This compensation program for Executive Officers (comprising the CEOs of the Bank and
Parent, the Chief Financial Officer of the Parent and Bank, and each of the Chief Administrative Officer, Chief Lending Officer, and Chief Credit Officer of the Bank) is designed to reflect a comprehensive view of company performance. The Program
combines the Primary Financial Goals identified below with the discretion of the Compensation Committee of the Board of Directors (the “Committee”) to determine executive compensation. The Program will be adjusted on an annual basis, and
compensation will be paid based on the achievement of certain factors. 
 Primary Financial Goals: 

 

	 	1.	Achieve pre-tax net income for 2012 for CapitalSource Bank of [******]. 

  

	 	2.	Achieve consolidated pre-tax income of [******]. 

  

	 	3.	 Fund loan1 originations and purchases during 2012 of $2.2 billion having a weighted average risk rating at the date of origination of less than [******]. Achievement of this target will be measured by reaching both
the funded amount (which will include any loans that fund within 60 days of closings and fundings on commitment increases) and hitting the actual volume weighted blended spreads set forth in the targets as set forth in the attached Exhibit A.
For the satisfaction of the actual volume weighted, blended spread target, consideration will be given to any originations funded over and above the targeted amounts at lower spreads. 



 

	 	4.	Experience 2012 aggregate credit losses (charge offs, specific reserves and impairment of operating leases) of less than [******] of the commitment amount for all loans
and commitment increases on loans originated in 2009, 2010 and 2011. 

  

	 	5.	 Manage consolidated operating expenses2 to less than $190.9 million. 



 

	 	6.	Maintain the Bank classified asset ratio at [******] or less as of each quarter end. 


 

	 	7.	Manage the Parent classified assets to less than [******] and the consolidated classified asset ratio to less than [******] by year end. 


Bonus Targets 
 The
Compensation Committee of the Board of Directors may use its discretion to adjust – up or down – the following bonus targets and to determine whether the Primary Financial Goals have been achieved to the extent there are judgments to be
employed or mitigating factors exist. In exercising its discretion, the Committee will also consider (i) the relative importance to the Company of each of the Primary Financial Goals, (ii) the general safety and soundness of the Bank,
(iii) management’s progress in addressing the recommendations of the FDIC and the FRB made during their 2011 visitations in connection with positioning the Company to become a Bank 

 
  
 [******] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [******].
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 
 1 “Loans,” as used
herein, includes loans, leases, operating leases and equity investments containing equipment subject to an operating lease. 
 2 Operating
expenses excludes the cost of REO and foreclosed assets, the provision for unfunded commitments, the cost of early debt extinguishment and depreciation from operating leases. 







 Holding Company, (iv) management’s maintenance of a culture that fosters the
Company’s ability to attract and retain talented professionals and provides opportunities for continued career development and advancement, and (v) management’s progress on refining the company’s business model such that the
consolidated return on equity grows over time toward the top of the company’s peer group. The Compensation Committee will consider input of the CEOs of both the Bank and Parent when determining bonus amounts for the other Executive Officers.

 To achieve Bonus at or above 100% of Base Salary: 

 

	 	•	 	 All of the Primary Financial Goals must be met. 


 To achieve Bonus at or above 75% of Base Salary: 
  

	 	•	 	 At least 6 of the Primary Financial Goals must be met. 


 To achieve Bonus at or above 50% of Base Salary: 
  

	 	•	 	 At least 4 of the Primary Financial Goals must be met. 


 Stock Ownership Guidelines 
 Executive Officers are
expected to accumulate and hold CSE shares3 with a value
equal to a multiple of base salary: 3x base salary for the CEO of CapitalSource and the CEO of CapitalSource Bank and 2x base salary for the other Executive Officers. Prior to meeting the guideline, Executive Officers are required to retain 50% of
the after-tax shares acquired from vesting of restricted stock, exercise of stock options, or earnout of performance shares. This “retention ratio” ensures that Executive Officers are making progress toward meeting the guideline. Executive
Officers will have five years to meet the ownership guideline starting January 2012. 
  

 
 [******] Confidential treatment has
been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [******]. A complete version of this exhibit has been filed separately with the Securities
and Exchange Commission. 
 3 CSE Shares includes shares directly owned and the in the money value on an after tax basis of vested options on
CSE shares. 







 Exhibit A 
 [******]