Effective [DATE], you have been granted a Non-Qualified Stock Option (the “Option”) to buy [NUMBER]
shares of CapitalSource Inc. (the “Company”) common stock at [PRICE] per share (the “Option Price”).
The Option shall vest as follows:
By your signature and the Company’s signature below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the attached Option Agreement and the Company’s Third
Amended and Restated Equity Incentive Plan, as amended, all of which are available on the Company’s intranet
and on DocServer, the Company’s internal document management system in the System View named Equity
NOTICE OF GRANT OF STOCK OPTIONS
4445 Willard Avenue
Chevy Chase, MD 20815
THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN
NON-QUALIFIED OPTION AGREEMENT
This Agreement evidences an award of a Stock Option exercisable for that number
of shares of Stock set forth on your Notice of Grant of Stock Options to which this
Agreement is attached (“Grant Notice”) and subject to the vesting and other
conditions set forth herein, in the Plan and on the Grant Notice. This option is not
intended to be an incentive option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
Transfer of Stock Option
During your lifetime, only you (or, in the event of your legal incapacity or
Incompetency, your guardian or legal representative) may exercise the Stock Option.
The Stock Option may not be sold, assigned, transferred, pledged, hypothecated or