Capitalsource Inc Sample Contracts

Capitalsource Inc – SUBLEASE (February 28th, 2014)

THIS SUBLEASE (this “Sublease”) is made and entered into as of the 11th day of December, 2013, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Sublandlord”), and BATTLE RESOURCES MANAGEMENT, INC., a Maryland corporation (“Subtenant”).

Capitalsource Inc – SUBLEASE (February 28th, 2014)

THIS SUBLEASE (this “Sublease”) is made and entered into as of the 29th day of July, 2013, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Sublandlord”), and PKH ENTERPRISES, LLC, a Maryland limited liability company (“Subtenant”).

Capitalsource Inc – SUBLEASE (February 28th, 2014)

THIS SUBLEASE (this “Sublease”) is made and entered into as of the 15th day of November, 2013, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Sublandlord”), and ABACUS TECHNOLOGY CORPORATION, a Delaware corporation (“Subtenant”).

Capitalsource Inc – CapitalSource Reports Fourth Quarter and Full Year 2013 Results (January 23rd, 2014)

Net Income of $58 Million or $0.29 Per Share in 4Q, Includes Gains on Asset Sales of $23 million or $0.12 Per Share 4Q Loan Growth of $312 Million (4.8%) at CapitalSource Bank Resulted in 2013 Loan Growth of 19.0% 4Q Net Interest Income of $91 Million at CapitalSource Bank was 9% Higher Than 4Q'12 Full Year Net Income of $141 Million at CapitalSource Bank was 15% Higher than the Prior Year Net Interest Margin of 4.76% at CapitalSource Bank in 4Q / Full Year NIM of 4.87% CapitalSource Bank Credit Metrics Remained at Very Low Levels - Year End NPAs at 60 bps of Total Assets

Capitalsource Inc – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (December 20th, 2013)

This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”), dated as of December 20, 2013, is entered into by and between CAPITALSOURCE INC., a Delaware corporation (“CapitalSource”), and PACWEST BANCORP, a Delaware corporation (“PacWest”).  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement (as defined below).

Capitalsource Inc – CapitalSource Reports Third Quarter 2013 Results (October 23rd, 2013)

Net Income of $48 Million or $0.24 Per Share, Includes Non-recurring Tax Benefit of $12 million or $0.06 Per Share Net Interest Income of $92 Million at CapitalSource Bank is 9% Higher Than 3Q'12 3Q Loan Growth of $174 Million or 2.7% at CapitalSource Bank / 13.6% Growth YTD Net Interest Margin at CapitalSource Bank of 4.86% Credit Metrics Remained at Very Low Levels

Capitalsource Inc – Contract (July 26th, 2013)

PACWEST STOCK OPTION AGREEMENT, dated as of July 22, 2013, (this “Agreement”), between CapitalSource Inc., a Delaware corporation (“Issuer”), and PacWest Bancorp, a Delaware corporation (“Grantee”).

Capitalsource Inc – AGREEMENT AND PLAN OF MERGER dated as of July 22, 2013 by and between PacWest Bancorp and CapitalSource Inc. (July 26th, 2013)

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2013 (this "Agreement"), by and between CapitalSource Inc., a Delaware corporation ("CapitalSource"), and PacWest Bancorp, a Delaware corporation ("PacWest") (collectively hereinafter referred to as the "Parties").

Capitalsource Inc – Contract (July 26th, 2013)

CAPITALSOURCE STOCK OPTION AGREEMENT, dated as of July 22, 2013, (this “Agreement”), between PacWest Bancorp, a Delaware corporation (“Issuer”), and CapitalSource Inc., a Delaware corporation (“Grantee”).

Capitalsource Inc – PacWest Bancorp Merger with CapitalSource Inc. PACWEST BANCORP MERGER WITH CAPITALSOURCE INC. Investor Presentation July 22, 2013 PacWest Bancorp Merger with CapitalSource Inc. Consideration • Fixed exchange ratio consisting of 0.2837 of a share of PACW and $2.47 in cash • $11.64 in value per CSE share (based on PACW closing price on July 19 of $32.32) Transaction Value • $2.3 billion Ownership Post Deal • 45% PacWest – 55% CapitalSource Termination • PACW and CSE have granted each other customary reciprocal 19.9% stock options Board Composition • PacWest to appoint 8; CapitalSource to appoint (July 23rd, 2013)
Capitalsource Inc – CapitalSource Reports Second Quarter 2013 Results (July 23rd, 2013)

Net Income of $29 Million or $0.15 Per Share Quarterly Loan Growth of $346 million (5.8%) at CapitalSource Bank, Not Including $58 Million of Loans Purchased from the Parent Net Interest Income of $86 million at CapitalSource Bank is 6% Higher Than Prior Year Quarter Net Interest Margin at CapitalSource Bank of 4.79% All Remaining Securitization Debt Repaid

Capitalsource Inc – PRESS RELEASE (July 23rd, 2013)

LOS ANGELES, CA, July 22, 2013. PacWest Bancorp (Nasdaq: PACW — “PacWest”) and CapitalSource Inc. (NYSE: CSE — “CapitalSource”) today announced the signing of a definitive agreement and plan of merger (the “Agreement”) whereby PacWest and CapitalSource will merge in a transaction valued at approximately $2.3 billion.  The combined company will be called PacWest Bancorp and the combined subsidiary bank will be called Pacific Western Bank.  The CapitalSource national lending operation will continue to do business under the name CapitalSource as a division of Pacific Western Bank.

Capitalsource Inc – CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF CAPITALSOURCE INC. Pursuant to Section 151 of the Delaware General Corporation Law (July 23rd, 2013)

CapitalSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company as required by Section 151 of the General Corporation Law at a meeting duly called and held on July 22, 2013:

Capitalsource Inc – CapitalSource Inc. and American Stock Transfer & Trust Company, LLC Tax Benefit Preservation Plan Dated as of July 22, 2013 (July 23rd, 2013)

Tax Benefit Preservation Plan, dated as of July 22, 2013 (“Plan”) between CapitalSource Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).

Capitalsource Inc – CapitalSource Reports First Quarter 2013 Results (April 29th, 2013)

First Quarter Net Income of $29 Million or $0.14 Per Share Loan Growth of $139 million (2.4%) at CapitalSource Bank, Excluding $67 Million of Loans Purchased from the Parent Company Net Interest Margin at CapitalSource Bank of 5.08% 15 Million Shares Repurchased - Outstanding Shares Reduced by 42% Since December 2010

Capitalsource Inc – 2012 Chief Accounting Officer Compensation Program Approved by CapitalSource Board of Directors April 26, 2012 (February 25th, 2013)

This compensation program for Michael Smith (the Company's Chief Accounting Officer) is designed to align Mr. Smith's incentive compensation with the financial goals and performance objectives of CapitalSource Inc. and CapitalSource Bank (collectively referred to herein as the “Company”). The Program combines Financial Goals and Performance Goals identified below with the discretion of the Compensation Committee of the Board (the “Committee”) to determine Mr. Smith's incentive compensation. The Program will be adjusted on an annual basis, and compensation will be paid based on the achievement of the factors listed below.

Capitalsource Inc – First Amendment to Amended and Restated Employment Agreement (February 25th, 2013)

This first Amendment to Amended and Restated Employment Agreement (“Amendment”) is entered into as of the 1st day of January, 2013 (the “Amendment Date”) by and among CapitalSource Inc., a Delaware corporation (“CapitalSource” or “Parent”), CapitalSource Bank, a California industrial bank (the “Company” or “Bank” and, along with CapitalSource, the “Employer,” as applicable) and James J. Pieczynski, an individual (the “Executive”);

Capitalsource Inc – 2012 Executive Compensation Program (February 25th, 2013)

This compensation program for Executive Officers (comprising the CEOs of the Bank and Parent, the Chief Financial Officer of the Parent and Bank, and each of the Chief Administrative Officer, Chief Lending Officer, and Chief Credit Officer of the Bank) is designed to reflect a comprehensive view of company performance. The Program combines the Primary Financial Goals identified below with the discretion of the Compensation Committee of the Board of Directors (the “Committee”) to determine executive compensation. The Program will be adjusted on an annual basis, and compensation will be paid based on the achievement of certain factors.

Capitalsource Inc – CapitalSource Reports Fourth Quarter and Full Year 2012 Results (January 29th, 2013)

Fourth Quarter Net Income of $47 Million or $0.22 Per Share 19% Annual Loan Growth at CapitalSource Bank Following 4Q Loan Production of $843 Million Net Interest Margin at CapitalSource Bank of 4.84% in 4Q 8 Million Shares Repurchased in 4Q - Outstanding Shares Reduced by 35% Since December 2010 $104 Million Special Dividend Paid in December 2012 ($0.50 Per Share) Increased Total Capital Returned to Shareholders to $919 Million Since December 2010

Capitalsource Inc – SUBLEASE (November 6th, 2012)

THIS SUBLEASE (this “Sublease”) is made and entered into as of the 17th day of July, 2012, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Sublandlord”), and DANAC, LLC, a Maryland limited liability company (“Subtenant”).

Capitalsource Inc – CapitalSource Reports Third Quarter 2012 Results and Announces New $250 Million Share Buyback Plan (October 30th, 2012)

Third Quarter Net Income of $31 Million or $0.14 Per Share   Strong Loan Production of $623 Million at CapitalSource Bank   Net Interest Margin of 4.97% at CapitalSource Bank   10.2 Million Shares Repurchased in the Quarter – Outstanding Shares Reduced by 35% Since December 2010   Prior Repurchase Authorization Nearly Completed After Quarter Close / New $250 Million Buyback Plan Announced

Capitalsource Inc – JAMES J. PIECZYNSKI AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 2nd, 2012)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 28th day of  September, 2012 (the “Effective Date”), by and among CapitalSource Inc., a Delaware corporation (“CapitalSource” or “Parent”) CapitalSource Bank, a California industrial bank (the “Company” or “Bank” and, along with CapitalSource, the “Employer”, as applicable) and James J. Pieczynski, an individual (the “Executive”).

Capitalsource Inc – DOUGLAS HAYES LOWREY AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 2nd, 2012)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 28th day of September, 2012 (the “Effective Date”), by and between CapitalSource Bank, a California industrial bank (the “Bank”, the “Employer” or the “Company”), and Douglas Hayes Lowrey, an individual (the “Executive”).

Capitalsource Inc – CapitalSource Reports Second Quarter 2012 Results (July 30th, 2012)

Second Quarter Net Income of $388 Million or $1.66 Per Share Deferred Tax Asset Valuation Allowance of $347 Million Reversed Net Loan Growth of $250 Million at CapitalSource Bank (+5% Over 1Q) Net Interest Margin of 4.95% at CapitalSource Bank 12 Million Shares Repurchased – Outstanding Shares Reduced by 30% Since December 2010 All Remaining Convertible Debt of $23 Million Redeemed After Quarter End

Capitalsource Inc – 2012 Chief Accounting Officer Compensation Program: (May 8th, 2012)

This compensation program for Michael Smith (the Company’s Chief Accounting Officer) is designed to align Mr. Smith’s incentive compensation with the financial goals and performance objectives of CapitalSource Inc. and CapitalSource Bank (collectively referred to herein as the “Company”.) The Program combines Financial Goals and Performance Goals identified below with the discretion of the Compensation Committee of the Board (the “Committee”) to determine Mr. Smith’s incentive compensation. The Program will be adjusted on an annual basis, and compensation will be paid based on the achievement of the factors listed below.

Capitalsource Inc – 2012 Executive Compensation Program Approved by CapitalSource Board of Directors February 15, 2012 (May 8th, 2012)

This compensation program for Executive Officers (comprising the CEOs of the Bank and Parent, the Chief Financial Officer of the Parent and Bank, and each of the Chief Administrative Officer, Chief Lending Officer, and Chief Credit Officer of the Bank) is designed to reflect a comprehensive view of company performance. The Program combines the Primary Financial Goals identified below with the discretion of the Compensation Committee of the Board of Directors (the “Committee”) to determine executive compensation. The Program will be adjusted on an annual basis, and compensation will be paid based on the achievement of certain factors.

Capitalsource Inc – AMENDMENT TO STEVEN A. MUSELES SEPARATION AGREEMENT (April 30th, 2012)

This Amendment to the Separation Agreement (“Amendment”) is entered into as of this 26th day of April, 2012 (the “Amendment Effective Date”), by and between CapitalSource Inc. (the “Company”) and Steven A. Museles (“Executive”).

Capitalsource Inc – CapitalSource Reports First Quarter 2012 Results (April 30th, 2012)

First Quarter Net Income of $25 Million or $0.10 Per Share Net Interest Margin of 5.12% at CapitalSource Bank Net Loan Growth of $194 Million (4%) at CapitalSource Bank Year to Date Share Repurchases of 24 Million / 96 Million Since Start of Program Consolidated Credit Metrics Show Improvement

Capitalsource Inc – SUBLEASE (February 28th, 2012)

THIS SUBLEASE (this “Sublease”) is made and entered into as of the 24th day of August, 2011, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Sublandlord”), and MANCHESTER UNITED LTD., a corporation organized under the laws of the United Kingdom (“Subtenant”).

Capitalsource Inc – AMENDMENT NO. 3 TO LEASE (February 28th, 2012)

THIS AMENDMENT NO. 3 TO LEASE (this “Amendment”) is made as of the 8 day of APRIL, 2010 (“Effective Date”) by and between WISCONSIN PLACE OFFICE LLC, a Delaware limited liability company (“Landlord”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Tenant”).

Capitalsource Inc – CAPITALSOURCE INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (February 28th, 2012)

This Amended and Restated CapitalSource Inc. Deferred Compensation Plan (the “Plan”) is adopted by CapitalSource Inc., a Delaware corporation (“CapitalSource”), for the purpose of providing a deferred compensation arrangement to officers and to directors of the Company who are not also employees of the Company (“non-employee directors”) and their beneficiaries in consideration of services rendered to the Company and as an inducement for their continued services in the future. The Plan was first effective November 26, 2003, and was subsequently amended March 11, 2004. The Plan was amended and restated on each of January 31, 2005, July 31, 2007, August 8, 2008 and July 28, 2010. This amendment and restatement of the Plan is effective October 26, 2011.

Capitalsource Inc – CapitalSource Reports Fourth Quarter and Full Year 2011 Results (February 16th, 2012)

Fourth Quarter Net Income of $9 Million or $0.03 Per Share Net Interest Margin of 4.95% at CapitalSource Bank in the Fourth Quarter Net Loan Growth of $231 Million (+5%) at CapitalSource Bank / 25% Growth Over Prior Year Share Repurchases in the Fourth Quarter of 20.3 Million – Full Year Total of 70.2 Million Shares Resulted in a 21% Reduction of Outstanding Share Count from Prior Year End Level 10.2 Million Shares Repurchased to Date in 1Q'12 / Board Raises Authority by $200 Million $146 Million of July 2012 Convertible Debentures Repurchased

Capitalsource Inc – LEAVE OF ABSENCE LETTER AGREEMENT (January 5th, 2012)

This letter agreement (“Agreement”) is entered into as of January 5, 2012 by and among John K. Delaney, CapitalSource Inc. (“CapitalSource” or the “Company”) to set forth the terms of Mr. Delaney’s leave of absence from his position as Executive Chairman of CapitalSource (the “LOA”).

Capitalsource Inc – SEPARATION AGREEMENT (November 1st, 2011)
Capitalsource Inc – JOHN A. BOGLER EMPLOYMENT AGREEMENT (November 1st, 2011)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 26th day of October 2011 (the “Effective Date”), by and among CapitalSource Inc., (“CapitalSource” or “Parent”) CapitalSource Bank, a California industrial bank, (the “Company” or “Bank” or “the “Employer”) and John A. Bogler, an individual (the “Executive”).