0000927628-23-000117 Sample Contracts

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: [# of Units]
Restricted Stock Unit Award Agreement • February 24th, 2023 • Capital One Financial Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated January 26, 2023 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and [Full Name] (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given to them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

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CAPITAL ONE FINANCIAL CORPORATION Performance Unit Award Agreement No. of Performance Units at Target: [# of Units]
Award Agreement • February 24th, 2023 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated January 26, 2023 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation ("Capital One" or the “Company”), and [Full Name] (“you”), is made pursuant and subject to the provisions of the Company's 2004 Stock Incentive Plan, as amended and restated (the “Plan”) and all capitalized terms used herein that are defined in the Plan shall have the same meaning given to them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: 20,446
Restricted Stock Unit Award Agreement • February 24th, 2023 • Capital One Financial Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated January 31, 2022 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and NEAL BLINDE (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given to them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: 40,892
Restricted Stock Unit Award Agreement • February 24th, 2023 • Capital One Financial Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated January 31, 2022 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and NEAL BLINDE (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given to them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

CAPITAL ONE FINANCIAL CORPORATION Performance Unit Award Agreement No. of Performance Units at Target: 35,539
Award Agreement • February 24th, 2023 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated January 26, 2023 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”) and all capitalized terms used herein that are defined in the Plan shall have the same meaning given to them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

NOTICE & GARDEN LEAVE AGREEMENT
Garden Leave Agreement • February 24th, 2023 • Capital One Financial Corp • National commercial banks • Delaware

This Notice and Garden Leave Agreement (“Agreement”) is made by and between Capital One Financial Corporation, a Delaware corporation, on its own behalf and on behalf of its affiliates and subsidiaries (collectively, “Capital One”) and Neal Blinde (“You”), and effective as of the date of Capital One’s electronic signature to this Agreement (“Effective Date”).

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