CAPITALSOURCE INC.
THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN
RESTRICTED STOCK
AGREEMENT
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: «FIRST_NAME» «MIDDLE_NAME»
«LAST_NAME»
Grantee’s
Social Security Number: «SSN»
Number of
shares of Restricted Stock: «SHARES»
Vest Base Date:
«VEST_BASE_DATE»
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. 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.
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
AGREEMENT
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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”).
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Transfer of
Unvested Restricted Stock
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Unvested
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.
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The Company
will issue your Restricted Stock in the name set forth on the cover
sheet.
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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.
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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.
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Forfeiture
of Unvested Restricted Stock
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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.
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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
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thereof, the
Company has the right to cause an immediate forfeiture of your
rights to the Restricted Stock awarded under this Agreement, and
the Restricted Stock shall immediately expire.
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In addition, if
you have vested in Shares of Restricted Stock awarded under this
Agreement during the two year period prior to your actions,
you
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