EX-10.1 2 w05245exv10w1.htm EXHIBIT 10.1

 

Exhibit 10.1

CAPITALSOURCE INC.
SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN

FORM OF NON-QUALIFIED OPTION AGREEMENT

 

 

 

 

 

Non-qualified Option

 

This option is not intended to be an incentive option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

 

 

 

 

 

Vesting

 

This option is exercisable only as to the vested portion of the shares of Stock (the “Shares”) shown in the notice of grant of stock options (the “Grant Notice”). The option may be exercised, in whole or in part, to purchase a whole number of vested Shares of not less than 100 Shares, unless the number of vested Shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.

 

 

 

 

 

 

 

No additional Shares will vest after your Service has terminated for any reason, except as provided below in the case of your Retirement.

 

 

 

 

 

 

 

Notwithstanding the vesting schedule set forth in the Grant Notice, in the event of a Change of Control (as defined in this Agreement), the option Shares will become 100% vested upon: (i) your Involuntary Termination within 24 months following the Change of Control or (ii) the occurrence of a Change of Control if the option is not assumed, or an equivalent option substituted for the option, by the Company or its successor.

 

 

 

 

 

 

 

For purposes of this Agreement:

 

 

 

 

 

 

 

 

“Change of Control” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction which results in any person or entity (other than persons who are shareholders or Affiliates immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of Shares of the Company or its successor. Notwithstanding the foregoing a transaction described in clause (i) or clause (ii) of the preceding sentence shall not be a Change of Control if persons who are shareholders of the Company or its Affiliates immediately prior to the transaction continue to own 50% or more of the combined voting power of the Company or the resulting entity immediately following the transaction.

 

 

 

 

 

 

 

 

“Involuntary Termination” means termination of your Service by reason of (i) your involuntary dismissal by the Company for reasons other than Cause; or (ii) your voluntary resignation following (x) a change in your position with the Company which materially reduces your duties and responsibilities or the level of management to which you report, (y) a material reduction in your level of compensation (including base salary, fringe benefits and target bonus) or (z) a relocation of your place of employment by more than fifty (50) miles, provided and only if such change, reduction or relation is brought about by the Company without your consent.

 

 

 

 

 

Term

 

Your option will expire in any event on the Expiration Date shown on the Grant Notice. Your option will expire earlier if your Service terminates, as described below.

 

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Regular Termination

 

If your Service terminates for any reason, other than death, Retirement, Disability or Cause, then the unvested portion of your option shall expire immediately and the vested portion of your option will expire at the close of business at Company headquarters on the 90th day after your termination date.

 

 

 

 

 

Termination for Cause

 

If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.

 

 

 

 

 

Death

 

If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death. During that twelve month period, your estate or heirs may exercise the vested portion of your option. If you have been employed by the Company for at least one (1) year at the time your Service terminates because of your death, then your option will be fully vested as of the date of your termination due to your death.

 

 

 

 

 

 

 

In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option.

 

 

 

 

 

Retirement

 

If your Service terminates because of your Retirement (as defined in this section), then your option will continue to vest and will expire at the close of business at Company headquarters on the date three (3) years after your termination date; provided, that, you will automatically forfeit the unexercised portion of the option if the Company determines that you have failed to comply with the terms of any non-competition, non-solicitation, non-disclosure, non-disparagement or other similar agreement between you and the Company or its Affiliate during such three (3) year period. For the purpose of this Agreement, “Retirement” means your voluntary termination of Service at or after age 55 with the sum of your age and years of service equal to 65 or greater.

 

 

 

 

 

Disability

 

If your Service terminates because of your Disability, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date. If you have been employed by the Company for at least one (1) year at the time your Service terminates because of your Disability, then your option will be fully vested as of the date of your termination due to your Disability.

 

 

 

 

 

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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this option and the option shall immediately expire.

 

 

 

 

 

Leaves of Absence

 

For purposes of this option, 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 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.

 

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The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

 

 

 

 

 

Notice of Exercise

 

When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase (in a parcel of at least 100 Shares generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.

 

 

 

 

 

 

 

If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

 

 

 

 

 

Form of Payment

 

When you submit your notice of exercise, you must include payment of the option price indicated on the Grant Notice for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:

 

 

 

 

 

 

 

-      Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.

 

 

 

 

 

 

 

-      Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.

 

 

 

 

 

 

 

-      To the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes.

 

 

 

 

 

Withholding Taxes

 

You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Shares acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares 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.

 

 

 

 

 

Transfer of Option

 

During your lifetime:

 

 

 

 

 

 

 

 

only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option; and

 

 

 

 

 

 

 

 

you cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan.

 

 

 

 

 

 

 

If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.

 

 

 

 

 

 

 

Notwithstanding the restrictions on transfer in this section of the Agreement, the Board may authorize, in their sole discretion, the transfer of a vested option (in whole or in part) to a member of your immediate family or a trust for the benefit of your immediate family.

 

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Retention Rights

 

Neither your option nor this Agreement gives you the right to be retained by the Company (or any Affiliate) in any capacity. Unless otherwise specified in an employment or other 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.

 

 

 

 

 

Shareholder Rights

 

You, or your estate or heirs, have no rights as a shareholder of the Company until the Shares have been issued upon exercise of your option and either a certificate evidencing your Shares has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for 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.

 

 

 

 

 

Adjustments

 

In the event of a split, a distribution or a similar change in the Shares, the number of Shares covered by this option and the option price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your option shall be subject to the terms of the 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

 

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 Grant Notice and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.

By signing the Grant Notice, you agree to all of the terms and conditions described above, in the Grant Notice and in the Plan.

 

EX-10.3 4 w05245exv10w3.htm EXHIBIT 10.3

 

Exhibit 10.3

CAPITALSOURCE INC.
SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN

FORM OF RESTRICTED STOCK AGREEMENT

 

 

 

 

 

 

 

Restricted Stock

 

This grant is an award of shares of Stock in the number set forth on the cover sheet and subject to the vesting conditions described below (the “Restricted Stock”). To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process.

 

 

 

 

 

 

 

Issuance and Vesting

 

The Company will issue your Restricted Stock in your name as of the Grant Date. Provided you continue in Service on the vesting dates specified below, your right to the Stock under this Restricted Stock grant vests as to:

 

 

 

 

 

 

 

 

 

 

[  ]

 

 

 

 

 

 

 

 

 

 

 

The resulting aggregate number of vested shares of Stock will be rounded to the nearest whole number, and you cannot vest in more than the number of shares of Stock covered by this grant. No additional shares of Stock will vest after your Service has terminated for any reason, except in the case of your Retirement (as described below in the section labeled “Retirement”).

 

 

 

 

 

 

 

 

 

Notwithstanding the vesting schedule set forth above:

 

 

 

 

 

 

 

 

 

 

The Restricted Stock will become 100% vested upon your termination of Service due to your death or Disability.

 

 

 

 

 

 

 

 

 

 

Upon the closing of a Change of Control, the Restricted Stock will become 100% vested if the Restricted Stock is not assumed, or equivalent restricted securities are not substituted for the Restricted Stock, by the Company or its successor.

 

 

 

 

 

 

 

 

 

 

Upon the closing of a Change of Control, 50% of the Restricted Stock will become vested on a pro-rata basis (but only to the extent not already vested) even if the Restricted Stock is assumed, or equivalent restricted securities are substituted for the Restricted Stock, by the Company or its successor. In this case, the remaining unvested portion of the Restricted Stock will become 100% vested upon your Involuntary Termination within the 24 month period following the closing of the Change in Control. For the avoidance of doubt, the application of the pro-rata 50% vesting acceleration contemplated by this subsection is illustrated by the following examples:

 

 

 

 

 

 

 

 

 

 

 

 

 

Example 1: If a Change of Control occurs on December 31, 2004 and the Restricted Stock is assumed, 50% of the Restricted Stock would become vested on the closing of the Change of Control (so that a total of 50% of the Restricted Stock is then vested), 12.5% of the Restricted Stock would then vest on each of the third and fourth anniversaries of the Grant Date and 25% of the Restricted Stock would then vest on the fifth anniversary of the Grant Date (with all vesting based on your continued Service).

 

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Example 2: If a Change of Control occurs on December 31, 2006 and the Restricted Stock is assumed, an additional 25% of the Restricted Stock would become vested on the closing of the Change of Control (so that a total of 50% of the Restricted Stock is then vested), 12.5% of the Restricted Stock would then vest on the fourth anniversary of the Grant Date and 37.5% of the Restricted Stock would then vest on the fifth anniversary of the Grant Date (with all vesting based on your continued Service).

 

 

 

 

 

 

 

 

 

For purposes of this Agreement:

 

 

 

 

 

 

 

 

 

 

“Change of Control” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity owning 50% or more of the combined voting power of all classes of Shares of the Company or its successor. Notwithstanding the foregoing a transaction described in clause (i) or clause (ii) of the preceding sentence shall not be a Change of Control if persons who are shareholders of the Company or its Affiliates immediately prior to the transaction continue to own 50% or more of the combined voting power of the Company or the resulting entity immediately following the transaction.

 

 

 

 

 

 

 

 

 

 

“Involuntary Termination” means termination of your Service by reason of (i) your involuntary dismissal by the Company for reasons other than Cause; or (ii) your voluntary resignation following (x) a change in your position with the Company which materially reduces your duties and responsibilities or the level of management to which you report, (y) a material reduction in your level of compensation (including base salary, fringe benefits and target bonus) or (z) a relocation of your place of employment by more than fifty (50) miles, provided and only if such change, reduction or relation is brought about by the Company without your consent.

 

 

 

 

 

 

 

Forfeiture of Unvested Stock

 

In the event that your Service terminates for any reason other than your: (i) death, (ii) Disability, (iii) Retirement (as defined in the next section) or (iv) an Involuntary Termination within a 24 month period following the closing of a Change of Control, you will automatically forfeit to the Company all of the shares of Stock subject to this grant that have not yet vested.

 

 

 

 

 

 

 

Retirement

 

In the event your Service terminates because of your Retirement, your Restricted Stock will continue to vest (notwithstanding your termination of Service) until the third anniversary of the date of your Retirement. On the third anniversary of the date of your Retirement, you will automatically forfeit to the Company all of the shares of Stock subject to this grant that have not yet vested. “Retirement” means, for the purpose of this Agreement, your voluntary termination of Service at or after age 55 with the sum of your age and years of service equal to 65 or greater. The Company shall have the right to cause an immediate forfeiture of your unvested Restricted Stock if the Company determines that following your Retirement you have violated the terms of any non-competition, non-solicitation, non-disclosure, non-disparagement or other similar agreement between you and the Company or its Affiliate.

 

 

 

 

 

 

 

Leaves of Absence

 

For purposes of this grant, 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

 

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terms of the leave provide for continued 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.

 

 

 

 

 

 

 

Section 83(b) Election

 

You should consider whether or not to make a “Section 83 (b) election.” Under Section 83 of the Internal Revenue Code (the “Code”), the fair market value of the shares of Stock on the date any forfeiture restrictions applicable to the shares of Stock lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the requirement that you forfeit unvested shares of Stock on termination of Service described above. You may elect to be taxed at the time the unvested shares of Stock are acquired rather than when such shares of Stock cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date of purchase. The form for making this election is attached as Exhibit B (along with summary information describing the election). Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by you as the forfeiture restrictions lapse. It is recommended that you seek the advice of your own tax consultant in connection with the purchase of shares of Stock and the advisability of filing an election under Section 83(b) of the Code.

 

 

 

 

 

 

 

 

 

YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b). YOU FURTHER ACKNOWLEDGE THAT YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

 

 

 

 

 

 

 

Escrow

 

If certificates are issued for the Restricted Stock, the certificates for the unvested Stock shall be deposited in escrow with the Secretary of the Company (or his delegate) to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Company (or his delegate). All regular cash distributions on the unvested Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow.

 

 

 

 

 

 

 

 

 

However, in the event of any distribution, split, recapitalization or other change affecting the Company’s outstanding Stock as a class effected without receipt of consideration or in the event of a split, a distribution or a similar change in the Company Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the unvested shares of Stock shall be immediately delivered to the Company’s Secretary (or his delegate) to be held in escrow hereunder, but only to the extent the unvested shares of Stock are at the time subject to the escrow requirements hereof.

 

 

 

 

 

 

 

 

 

The unvested shares of Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation:

 

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As your interest in the unvested shares of Stock vests as described above, the certificates for the shares of Stock shall be released from escrow and delivered to you, at your request.

 

 

 

 

 

 

 

 

 

Should you forfeit any unvested Stock held in escrow hereunder, then the escrowed certificates for such unvested Stock shall be surrendered to the Company for cancellation without payment, and you shall have no further rights with respect to such shares of Stock.

 

 

 

 

 

 

 

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. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting 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).

 

 

 

 

 

 

 

Transfer of Unvested Stock

 

Unvested Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, excepting the sale, assignment and transfer to the Company in accordance with the Assignment Separate from Certificate in the form attached hereto as Exhibit A.

 

 

 

 

 

 

 

Retention Rights

 

This Agreement does 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 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

 

No adjustments are made for dividends 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.

 

 

 

 

 

 

 

Adjustments

 

In the event of a split, a distribution or a similar change in the Stock, the number of shares of Stock covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your grant shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.

 

 

 

 

 

 

 

Legends

 

If and to the extent that the shares of Stock are represented by certificates rather than book entry, all certificates representing the Stock issued under this grant shall, where applicable, have endorsed thereon the following legends:

 

 

 

 

 

 

 

 

 

“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

 

 

 

 

 

 

 

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.

 

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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 and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded.

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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EXHIBIT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

               FOR VALUE RECEIVED,                                          hereby sells, assigns and transfers unto CapitalSource Inc., a Delaware corporation (the “Company”),                      (___) shares of Stock of the Company represented by Certificate No. ___herewith and does hereby irrevocably constitute and appoint                                          to transfer the said shares on the books of the Company with full power of substitution in the premises.

               Dated:                     , ___

 

 

 

 

 


(Please Print Name)

 

 

 

 

 


(Signature)

Spousal Consent (if applicable)

                                                        (Purchaser’s spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the Stock.

 

 

 

 

 


(Signature)

               INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE APPROPRIATE SIGNATURE LINE(S).

 

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EXHIBIT B

ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE

               The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

               1. The name, address and social security number of the undersigned:

Name:                                                                                                                                                      

Address:                                                                                                                                            

                                                                                                                                                                

Social Security No. :                                                                                                                            

               2. Description of property with respect to which the election is being made:

                                   shares of stock of CapitalSource Inc., a Delaware corporation, (the “Company”).

               3. The date on which the property was transferred is                      ___, 20___.

               4. The taxable year to which this election relates is calendar year 20___.

               5. Nature of restrictions to which the property is subject:

         The shares of Stock are subject to a Restricted Stock Agreement between the undersigned and the Company. The shares are subject to forfeiture under the terms of the Agreement.

               6. The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $                     per share, for a total of $                    .

               7. The amount paid by taxpayer for the property was $0.00.

               8. A copy of this statement has been furnished to the Company.

Dated:                     , 20__

 

 

 

 

 


 

 

Taxpayer’s Signature

 

 

 

 

 


 

 

Taxpayer’s Printed Name

 

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PROCEDURES FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)

                    The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

                    1. You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your Restricted Stock.

                    2. At the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the Company.

                    3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the shares of stock are transferred to you.