CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the day of , (this “Agreement”), by and between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and (the “Executive”).
CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: 157,378Restricted Stock Unit Award Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated January 31, 2012 (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”). All capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.
CAPITAL ONE FINANCIAL CORPORATION Performance Unit Award Agreement No. of Performance Units: Up to 382,514Performance Unit Award Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated January 31, 2012 (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 them in the Plan unless they are otherwise defined herein.
Amendment Agreement Number 1Share Forward Transaction Amendment Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • New York
Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time, between Morgan Stanley & Co. LLC, and Capital One Financial Corporation (the “Agreement”). The purpose of this letter agreement (this “Amendment Agreement”) is to amend certain terms set forth in the Agreement as described below. All capitalized terms used, but not defined herein, shall have the meanings assigned thereto in the Agreement. Notwithstanding anything in the Agreement to the contrary, Barclays and Counterparty hereby agree as follows:
CAPITAL ONE FINANCIAL CORPORATION Nonqualified Stock Option Agreement No. of Shares Subject to Option: %TOTAL_SHARES_GRANTED%-%Nonqualified Stock Option Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
THIS AGREEMENT (this “Agreement”), dated May 11, 2011 (the “Date of Grant”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and %%FIRST_NAME%-% %%LAST_NAME%-% (“Optionee”), 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 otherwise defined herein:
FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks
This FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the “Amendment”), dated as of February 17, 2012, is entered into by and among ING Groep N.V., a naamloze vennootschap formed under the laws of The Netherlands (“Group”), ING Bank N.V., a naamloze vennootschap formed under the laws of The Netherlands (“Non-US Bank”), ING Direct N.V., a naamloze vennootschap formed under the laws of The Netherlands (“Non-US HoldCo”), ING Direct Bancorp, a corporation incorporated under the laws of Delaware (“US HoldCo”, and together with Group, Non-US Bank and Non-US HoldCo, the “Sellers”), and Capital One Financial Corporation, a corporation incorporated under the laws of Delaware (“Purchaser” and, together with the Sellers, the “Parties”).
Amendment Agreement Number 2Share Forward Transaction Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • New York
Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time (including pursuant to Amendment Agreement Number 1 with respect thereto , dated November 1, 2011), between Morgan Stanley & Co. LLC and Capital One Financial Corporation (the “Agreement”). The purpose of this letter agreement (this “Amendment Agreement”) is to amend certain terms set forth in the Agreement as described below. All capitalized terms used, but not defined herein, shall have the meanings assigned thereto in the Agreement. Notwithstanding anything in the Agreement to the contrary, Morgan Stanley and Counterparty hereby agree as follows:
CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: %%TOTAL_SHARES_GRANTED%-%Restricted Stock Unit Award Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated May 11, 2011 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and %%FIRST_NAME%-% %%LAST_NAME%-% (“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 them in the Plan unless otherwise defined herein:
CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Award Agreement No. of Shares: %%TOTAL_SHARES_GRANTED%-%Restricted Stock Award Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated January 31, 2012 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and %%FIRST_NAME%-% %%LAST_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 otherwise defined herein.
SPECIAL SEPARATION AGREEMENT AND RELEASESpecial Separation Agreement and Release • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Virginia
This Special Separation Agreement and Release (“Agreement”) is made by and between Lynn A. Carter (“You” or “Your”) and Capital One Financial Corporation, including any of its subsidiaries (referred to collectively as “Capital One”).
Amendment Agreement Number 2Amendment Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • New York
Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time (including pursuant to Amendment Agreement Number 1 with respect thereto, dated November 1, 2011) , between Barclays Bank PLC, through its agent Barclays Capital Inc., and Capital One Financial Corporation (the “Agreement”). The purpose of this letter agreement (this “Amendment Agreement”) is to amend certain terms set forth in the Agreement as described below. All capitalized terms used, but not defined herein, shall have the meanings assigned thereto in the Agreement. Notwithstanding anything in the Agreement to the contrary, Barclays and Counterparty hereby agree as follows:
CAPITAL ONE FINANCIAL CORPORATION Nonstatutory Stock Option Award Agreement No. of Shares Subject to Option: 360,009Nonstatutory Stock Option Award Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • Delaware
THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 31, 2012 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “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 otherwise defined herein.
Amendment Agreement Number 1Share Forward Transaction Agreement • February 29th, 2012 • Capital One Financial Corp • State commercial banks • New York
Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time, between Barclays Bank PLC, through its agent Barclays Capital Inc., and Capital One Financial Corporation (the “Agreement”). The purpose of this letter agreement (this “Amendment Agreement”) is to amend certain terms set forth in the Agreement as described below. All capitalized terms used, but not defined herein, shall have the meanings assigned thereto in the Agreement. Notwithstanding anything in the Agreement to the contrary, Barclays and Counterparty hereby agree as follows:
