0000950123-11-019895 Sample Contracts

February 16, 2011 VIA EMAIL Bryan D. Smith c/o CapitalSource Finance LLC 5404 Wisconsin Avenue, 2nd Floor Chevy Chase, Maryland 20815 Dear Bryan:
Capitalsource Inc • February 28th, 2011 • Miscellaneous business credit institution

CapitalSource Finance LLC (“CapitalSource” or the “Company”) seeks to provide the benefits set forth in this letter agreement (the “Agreement”) in order to retain your services during the Agreement Period (as defined below). During the Agreement Period and thereafter, if you remain employed at the Company or its affiliates it shall be on an at-will basis with only those benefits or rights to which at-will employees are entitled at that time and those otherwise expressly set forth in this Agreement. Both during the Agreement Period and thereafter, you or the Company or such affiliates may terminate your employment at any time for any reason, with or without notice.

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CAPITALSOURCE BANK CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 28th, 2011 • Capitalsource Inc • Miscellaneous business credit institution • California

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is effective the 21st day of January 2009 (the “Effective Date”), by and between CapitalSource Bank, a California bank (the “Employer”) and John A. Bogler (the “Executive”).

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