Common use of Performance-Based Adjustment Clause in Contracts

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In the event that the Core Earnings of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In the event that the Core Earnings of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a11(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and[# Units]; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional [# Units] and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In the event that the Core Earnings (as defined below) of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The the number of Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of goodwill and intangible assets, and (B) the build or release of the allowance for loan and lease credit losses, calculated as the difference between the provision (benefit) for loan and lease credit losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.. #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END

Performance-Based Adjustment. The number Authorized Number of Restricted Stock Units vesting on the Scheduled Vesting Date Shares shall be subject to reduction as follows: decrease or increase at the earliest of (i) In the Maturity Date (as defined in the Purchase Agreement); or (ii) prepayment in full of the Notes and repurchase of the Warrants; or (iii) a Sale of the Company; or (iv) the determination of the Warrant Purchase Price pursuant to Section 5.1 or 5.2, according to the following: (a) the Authorized Number of Shares shall be decreased by multiplying such number by .9367 if the Company achieves Broadcast Cash Flow for the trailing twelve (12) months ended at the end of its most recently completed fiscal quarter immediately prior to the date of the applicable event that specified in clauses (i) through (iv) above (the Core Earnings "Trailing Twelve Months Broadcast Cash Flow") in excess of 125% of those thresholds set forth in the projections attached as Schedule C (the "Budgeted Plan") and, in the case of a Sale of the Company, the Sale Consideration, or in the case of a determination of the Warrant Purchase Price, the Total Fair Market Value, is greater than 13 times Trailing Twelve Months Broadcast Cash Flow; or (b) the Authorized Number of Shares shall be increased by multiplying such number by 1.0633 if the Company achieves Trailing Twelve Months Broadcast Cash Flow less than 75% of the Budgeted Plan and, in the case of a Sale of the Company, the Sale Consideration, or in the case of determination of the Warrant Purchase Price, the Total Fair Market Value, is less than 15 times Trailing Twelve Months Broadcast Cash Flow. For purposes hereof, the term "Broadcast Cash Flow" means, for any period, an amount equal to (a) Consolidated EBITDA of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive and its Subsidiaries plus (i.e., Core Earnings are not greater than zero): (Ab) The number of Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedCorporate Overhead Expense. The Committee shall make parties agree that the determinations referenced in Section 13(a)(i)(B) in its sole discretion, taking into account the factors Budgeted Plan presently contains projections set forth on Appendix A hereto. (ii) an annual basis and that the Company shall, within a reasonable period of time after the date of this Agreement, provide a breakdown of the Budgeted Plan on a quarter-annual basis, reasonably acceptable to the Required Holders, which shall thereupon constitute Schedule C. For purposes of this Section 13(a4.1(d), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, Total Fair Market Value shall mean the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated Net Asset Value as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein determined pursuant to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance definition of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of ControlFair Market Value.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and4,669; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 4,669 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and______; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional _____ and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) i. In the event that the Core Earnings (as defined below) of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The the number of Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) . For purposes of this Section 13(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of goodwill and intangible assets, and (B) the build or release of the allowance for loan and lease credit losses, calculated as the difference between the provision (benefit) for loan and lease credit losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) . In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share18,158; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 18,158 Options and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(Bsubsection 11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and3,445; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 3,445 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and4,111; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 4,111 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix Exhibit A hereto. (ii) Notwithstanding the foregoing, for each fiscal year of the Company ending during the Performance Period, if any, that the ratio, expressed as a percentage and as certified by the Committee, of (A) the Company’s Core Earnings for such fiscal year, to (B) the Company’s average total assets for such fiscal year, is not better than or equal to negative two percent (-2%), the number of Restricted Stock Units scheduled to vest on the Vesting Date shall be reduced by 8,221 and there shall be no additional reduction for such fiscal year pursuant to subsection 12(a)(i). (iii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iiiiv) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and6,680; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 6,680 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix Exhibit A hereto. (ii) Notwithstanding the foregoing, for each fiscal year of the Company ending during the Performance Period, if any, that the ratio, expressed as a percentage and as certified by the Committee, of (A) the Company’s Core Earnings for such fiscal year, to (B) the Company’s average total assets for such fiscal year, is not better than or equal to negative two percent (-2%), the number of Restricted Stock Units scheduled to vest on the Vesting Date shall be reduced by 13,359 and there shall be no additional reduction for such fiscal year pursuant to subsection 12 (a)(i). (iii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iiiiv) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and3,955; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 3,955 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such the Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and[# of Units]; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such the Scheduled Vesting Date shall be forfeited reduced by up to an additional [# of Units] and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of goodwill and intangible assets, and (B) the build or release of the allowance for loan and lease credit losses, calculated as the difference between the provision (benefit) for loan and lease credit losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Internal'}]_END Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In the event that the Core Earnings of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) Notwithstanding the foregoing, in the event that the ratio, expressed as a percentage and as certified by the Committee, of (A) the Company’s Core Earnings for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, to (B) the Company’s average total assets for the period, is not better than or equal to negative two percent (-2%), all Restricted Stock Units scheduled to vest on such Scheduled Vesting Date shall be forfeited. (iii) For purposes of this Section 13(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iiiiv) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share13,581; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 13,581 Options and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a11(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In the event that the Core Earnings of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and3,891; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 3,891 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and6,537; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 6,537 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share19,302; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 19,302 Options and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a11(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In the event that the Core Earnings of the Company for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome and, based on such determination, the Committee shall determine (I) whether all or any portion of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled Vesting Date shall be forfeited and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeited. The Committee shall make the determinations referenced in Section 13(a)(i)(B11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units Options vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share17,829; and (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units Options scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 17,829 Options and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units Options that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B11(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a11(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a11(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In i. For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and[# of Units]; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional [# of Units] and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) . For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of goodwill and intangible assets, and (B) the build or release of the allowance for loan and lease credit losses, calculated as the difference between the provision (benefit) for loan and lease credit losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) . In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.

Performance-Based Adjustment. The number of Restricted Stock Units vesting on the Scheduled Vesting Date shall be subject to reduction as follows: (i) In For each fiscal year of the event Company ending during the Performance Period, if any, that the Core Earnings of for the Company for the Company’s such fiscal year ended immediately prior to such Scheduled Vesting Dateyear, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero): (A) The number of Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be reduced by 50%, rounding up to the nearest whole share; and4,577; (B) the The Committee shall determine the extent, if any, to which you are accountable for such outcome outcome, and, based on such determination, the Committee shall determine (I) whether all or any portion the number of the remaining Restricted Stock Units scheduled to vest on such Scheduled the Vesting Date shall be forfeited reduced by up to an additional 4,577 and (II) whether the Scheduled Vesting Date shall be delayed for all or any portion of such Restricted Stock Units that are not so forfeitedreduced. The Committee shall make the determinations referenced in Section 13(a)(i)(B12(a)(i)(B) in its sole discretion, taking into account the factors set forth on Appendix A hereto. (ii) For purposes of this Section 13(a12(a), “Core Earnings” means the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the build or release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (C) the change in the combined uncollectible finance charge and fee reserve. (iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or classification of any component of Core Earnings, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in the event of a Change of Control of Capital One, there shall be no reduction pursuant to this Section 13(a12(a) for any fiscal year ending after the date of such Change of Control.