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: «FIRST_NAME» «MIDDLE_NAME»
«LAST_NAME»
Grantee’s
Social Security Number: «SSN»
Number of
Restricted Stock Units: «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.
1
CAPITALSOURCE INC.
THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
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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”).
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Transfer of
Unvested Restricted Stock Units
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Unvested
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.
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The Company
will issue your Restricted Stock Units in the name set forth on the
cover sheet.
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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.
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As your
Restricted Stock Units vest, the Company will issue the shares of
Stock to which the then vested Restricted Stock Units relate.
Notwithstanding the preceding sentence, if the shares of Stock
would otherwise be delivered to you during a period in which you
are:
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(i) subject to
a lock-up agreement restricting your ability to sell shares of
Stock in the open market or (ii) restricted from selling
shares of Stock in the open market because you are not then
eligible to sell under the Company’s insider trading or
similar plan as then in effect (whether because a trading window is
not open or you are otherwise restricted from trading), delivery of
the shares of Stock will be delayed until the first date on which
you are no longer prohibited from selling shares of Stock due to a
lock-up agreement or insider trading or similar plan restriction,
but in any event no later than the later of (i) March 15
of the calendar year following the calendar year in which the
Restricted Stock Units vested and (ii) the last day of the
calendar year in which the shares of Stock otherwise would have
been delivered.
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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.
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Forfeiture
of Unvested Restricted Stock Units
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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
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