exv10w9






Exhibit 10.9




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.




	 	 	 

	 

Grantee

	 	Date:        
             
                          
	 
	 	 
	 

	 	Date:              
             
                    
	 
	 	 
	 

CapitalSource Inc.

	 	 
	Title:
	 	 





Attachment




     This is not a stock certificate or a negotiable instrument.



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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.
	 
	 	 
	 

	 	Notwithstanding any other provision in this Agreement, the Plan or any
other agreement between the Grantee and the Company or any Affiliate
of the Company to the contrary (including without limitation the cover
sheet and the paragraph below under the heading “ The Plan”), the
Restricted Stock Units granted hereunder shall not become vested, by
acceleration or otherwise, and shares of Stock shall not be delivered
to the Grantee pursuant to or in connection with such Restricted Stock
Units, in each case in connection with any termination of employment
or other event to the extent such vesting, acceleration or delivery
would result in the Company violating the five percent exception on
fast vesting of awards of restricted stock or restricted stock units
pursuant to Section 11.2 of the Plan. To the extent that such
vesting, acceleration or delivery is prohibited pursuant to the
foregoing, the Grantee shall receive a cash payment equivalent to the
Fair Market Value of such shares of Stock into which the Restricted
Stock Units would otherwise be converted on the date that such
Restricted Stock Units would otherwise have vested or been accelerated
or such Shares would otherwise have been delivered, in each case if
not for the provisions of this paragraph, and such Restricted Stock
Units shall be terminated and forfeited. Such cash payment will be
consideration for the forfeiture of such Restricted Stock Units.






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	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






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	 	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.






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	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.




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