0000927628-24-000094 Sample Contracts

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”). 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 Amended and Restated Performance Unit Award Agreement No. of Performance Units at Target: [#Units]
Performance Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), originally granted on February 4, 2021 (the "Date of Grant") is hereby amended and restated as of November 2, 2023, between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation ("Capital One" or the “Company”), and [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 them in the Plan unless they are 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 Amended and Restated Performance Unit Award Agreement No. of Performance Units at Target: 35,539
Performance Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), originally granted on January 26, 2023 (the "Date of Grant") is hereby amended and restated as of November 2, 2023, 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.

CAPITAL ONE FINANCIAL CORPORATION Amended and Restated Performance Unit Award Agreement No. of Performance Units at Target: 79,887
Performance Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), originally granted on February 4, 2021 (the "Date of Grant") is hereby amended and restated as of November 2, 2023, 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 them in the Plan unless they are 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
Restricted Stock Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and 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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