exv10w10








Exhibit 10.10




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.



	 	 	 

	 
	 

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

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.
	 
	 	 
	 

	 	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






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	 	terminated and forfeited. Such cash payment will be
consideration for the forfeiture of such Restricted Stock
Units.
	 
	 	 
	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






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	 	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.






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	 	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.





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