EX-99.1 2 dex991.htm FORM OF NONSTATUTORY STOCK OPTION AGREEMENT CAPITAL ONE FINANCIAL CORPORATION Nonstatutory Stock Option Agreement No. of Shares Subject to Option: 573,000
Exhibit 99.1
CAPITAL ONE FINANCIAL CORPORATION
2004 Stock Incentive Plan
Nonstatutory Stock Option Agreement
No. of Shares Subject to Option: 573,000
THIS AGREEMENT, dated the 20th of December, 2005 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and Xxxxxxx X. Xxxxxxxx (“Optionee”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan (the “Plan”), and all terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless they are otherwise defined herein:
(i) The Option shall be nontransferable except by will or by the laws of descent and distribution and, during the lifetime of Optionee, may be exercised only by Optionee, provided however, that the Option (or any portion thereof) may be transferred by the Optionee to (1) the spouse, children, or grandchildren of Optionee (“Immediate Family Members”), (2) a trust or trusts for the exclusive benefit of Optionee and/or such Immediate Family Members, or (3) a partnership in which Optionee and/or such Immediate Family Members are the only partners; provided that (w) no consideration is paid to the Optionee in connection with the transfer, (x) in the event of a transfer, the Option is exercisable, during the original transferee’s lifetime, only by the transferee or by his or her guardian or legal representative, (y) following such transfer, Optionee retains no interest or reversion in the Option (or the underlying shares upon exercise) and has no right to alter or amend the Option or revoke the transfer, and (z) subsequent transfer of the Option by the transferee (excluding transfers by will or by the laws of descent and distribution) is prohibited.
(ii) Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before transfer (including terms and conditions based on the employment status of Optionee).
(iii) Promptly upon transfer of the Option, the Optionee shall deliver written notice of the transfer to the Company’s Human Resources Department at the Company’s West Creek office in Richmond, Virginia. That written notice shall identify the transferee and the effective date of the transfer.
(iv) If sale to the transferee of the Company Stock issuable upon exercise of the Option is not registered under the Securities Act of 1933, as amended, the Company, in its sole discretion, may condition such sale upon such terms and requirements as it deems appropriate to comply with applicable law.
(d) Method of Exercising and Payment for Shares. The Option may be exercised by:
(i) Following the procedures for the exercise of an Option as may be established from time to time by the Company or its designated agent (the “Procedures”). The Company will notify Optionee of the Procedures which will specify (1) any required notification, whether oral or written, to the Company or its designated agent; (2) the method for cash payment of the Option Price and any additional amounts to the Company or its designated agent; (3) if an Optionee elects to substitute for all or any portion of the cash payment shares of Company Stock that an Optionee has owned for at least six months (valued at the Fair Market Value on the exercise date), the method for delivery of such shares of Company Stock to the Company or its designated agent; (4) if the Optionee exercises by means of a so-called “cashless exercise”, any requirements related to such cashless exercise and (5) any other requirements, including completion of any required tax or other forms, which must be completed prior to the exercise of the Option. The Optionee may contact the Human Resources Department at the Company’s West Creek office in Richmond, Virginia to obtain a copy of the Procedures; or
(ii) Delivering written notice of exercise to the Human Resources Department at the Company’s West Creek office in Richmond, Virginia. Such notice shall be accompanied by payment of the Option Price in full by cash (which shall include payment by check, bank draft or money order payable to the order of the Company). Instead of paying Optionee may by election substitute for all or any portion of the cash payment, the delivery of shares of Company Stock that Optionee has owned for at least six months (valued at their Fair Market Value on the date of exercise) duly endorsed for transfer, or Optionee may exercise the Option by means of a so-called “cashless exercise” pursuant to which Company Stock may be issued directly to Optionee’s designated broker/dealer upon receipt by the Company of the Option Price in cash from such broker/dealer.
The exercise date will be, in the case of (i) above, the date upon which all of the Procedures have been completed by the Optionee, or such later date as agreed to by the Optionee and the Company or its designated agent, and in the case of (ii) above, the date that the written notice, together with any accompanying payment, is received by the Company.
following termination of employment, and before the exercise in full or expiration of the Option, Optionee’s estate, or the person or persons to whom the rights under the Option shall have passed by will or the laws of descent and distribution, may exercise the Option at any time within one year next following Optionee’s death (but in any event before the expiration date of the Option period specified in subsection 2(a) above).
For purposes of this Section 3, it shall not be considered a termination of employment if Optionee is placed by the Company or any Subsidiary on military or sick leave or such other type of leave of absence that the Committee in its sole discretion considers as continuing the employment relationship intact. At the time of any exercise of any Option exercised pursuant to this Section 3, the Option Price shall be paid in full as provided in Section 2.
4. Governing Law. This Agreement shall be governed by federal law and, to the extent not preempted thereby, by the laws of the Commonwealth of Virginia.
The Company from time to time distributes and makes available to associates a disclosure document relating to the Plan. You may also contact the HR Help Center to obtain a copy of the Plan disclosure document and the Plan. You should carefully read the Plan disclosure document and the Plan. By accepting the benefits of this Option you acknowledge receipt of the Plan, and the Plan disclosure document and agree to be bound by the terms of this Option and the Plan.
CAPITAL ONE FINANCIAL CORPORATION | ||
By: | ||
Mayo X. Xxxxxxxx, III Chairman, Compensation Committee | ||
XXXXXXX X. XXXXXXXX | ||