0000950133-05-000276 Sample Contracts

CAPITALSOURCE INC. SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 31st, 2005 • Capitalsource Inc • Finance lessors • Delaware

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.

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CAPITALSOURCE INC. SECOND AMENDED AND RESTATED EQUITY INCENTIVE PLAN FORM OF NON-QUALIFIED OPTION AGREEMENT FOR DIRECTOR
Capitalsource Inc • January 31st, 2005 • Finance lessors • Delaware

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

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