Exhibit 10.2
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”), made this 11th day of March 2009, is
entered into by Capital One Financial Corporation, a Delaware
corporation, with its principal place of business at 1680 Capital
One Drive, McLean, Virginia together with its subsidiaries and
affiliates, (the “Company” or “Capital
One”), and [EXECUTIVE] (the
“Executive”).
The Company desires to continue to
employ the Executive, and the Executive desires to continue to be
employed by the Company, in each case, on the terms and conditions
set forth in this Agreement. In consideration of the mutual
covenants and promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as
follows:
1. Effective Date and
Coverage.
1.1 Effective Date. This
Agreement shall be effective as of March 11, 2009 (the
“Effective Date”).
1.2 Coverage . For purposes
of this Agreement, “Capital One” or “the
Company” shall mean Capital One Financial Corporation along
with its direct and indirect affiliates and
subsidiaries.
2. Term of Employment . The
Company hereby agrees to continue to employ the Executive, and the
Executive hereby accepts continued employment with the Company,
upon the terms set forth in this Agreement. The term of employment
under this Agreement shall be for the period (the “Employment
Period”) commencing on the Effective Date and continuing
until the earliest of (a) February 29, 2012, (b) the date
on which the Company and its executives are no longer subject to
the provisions of Section 111(b) of the Emergency Economic
Stabilization Act of 2008, as amended and in effect as of the
Effective Date (“EESA”) and any similar or successor
statute or regulation, as each may be amended from time to time, or
(c) the date on which the Executive’s employment is
terminated by either party in accordance with the provisions of
Section 5 of this Agreement.
3. Capacity . The Executive
shall initially serve as a member of the Executive Committee of the
Company . The Executive hereby agrees to undertake the
duties and responsibilities inherent in such position and such
other duties and responsibilities as the Company’s Board of
Directors (the “Board”) or the Company’s Chief
Executive Officer (the “CEO”) shall from time to time
reasonably assign to the Executive. The Executive agrees to abide
by the rules, regulations, instructions, personnel practices and
policies of the Company (including, without limitation, the Capital
One Financial Corporation Code of Business Conduct and Ethics and
the provisions therein regarding conflicts of interest) and any
changes thereto which may be adopted from time to time by the
Company. Excluding any periods of vacation and sick or similar
leave to which the Executive is entitled under the Company’s
health, welfare and other benefits programs, the Executive agrees
to devote the Executive’s entire business time, attention and
energies to the business and interests of the Company during the
Employment Period.
4. Compensation and Benefits .
4.1 Salary . Effective
March 16, 2009 (the “Initial Salary Date”) and
during the Employment Period, the Company shall pay the Executive,
in periodic installments in accordance with the Company’s
customary payroll practices, an annual salary (the
“Salary”) at a rate of no less than
.
% of the
total compensation paid to the Executive with respect to 2008;
provided, that:
(a) only for the period beginning on
the Initial Salary Date and ending December 31, 2009, the
Salary shall be payable at a rate such that the total of
(i) any salary paid to the Executive for the period beginning
on January 1, 2009, and ending on the day immediately prior to
the Initial Salary Date and (ii) any salary paid to the
Executive for the period beginning on the Initial Salary Date and
ending December 31, 2009, shall equal the Salary (or the pro
rata portion thereof reflecting any period during which the
Executive is not employed by the Company);
(b) the Salary shall automatically
adjust pro rata to reflect any change in the Executive’s
full-time or part-time work schedule; and
(c) during the Employment Period,
the Executive’s Salary may be increased (but not decreased)
by the independent members of the Board (the “Independent
Directors”) from time to time pursuant to the Company’s
normal performance review policies and practices for senior
executives.
4.2 Incentives. During the
Employment Period, the Executive will be eligible to earn annual
incentives and long-term incentives under applicable Company plans
or policies, as such plans or policies may be amended from time to
time. Without limiting the generality of the forgoing and to the
maximum extent permissible under the standards required to be
promulgated by the U.S. Department of the Treasury (the
“Treasury”) to implement Section 111(b)(3)(D)(i)
of EESA (the “Restricted Stock Standards”), with
respect to each fiscal year of the Company ending during the
Employment Period, the Executive shall, subject to the
determination of the Independent Directors, in their sole
discretion, of the achievement of corporate and/or individual
performance criteria established in good faith by the Independent
Directors, be eligible to receive an annual incentive compensation
award in an amount ranging from 0% to up to 50% of the
Executive’s Salary for such fiscal year, which incentive
compensation shall be payable in such form as determined by the
Independent Directors, in their sole discretion, including in the
form of restricted stock awards under Capital One’s 2004
Stock Incentive Plan, as amended and restated, or any successor
plan. Such shares of restricted stock, if any, shall vest under the
following terms and conditions:
(a) on the later of
(i) the first, second and third anniversaries of the date of
grant, in equal installments on each such anniversary, or
(ii) the date on which all of the Company’s obligations
to the U.S. federal government arising from financial assistance
provided to the Company under Treasury’s Troubled Asset
Relief Program (“TARP”) under EESA are redeemed or
repaid (other than any warrants to acquire the Company’s
common stock);
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(b) to the extent permitted under
the Restricted Stock Standards, according to any additional
provisions that are no less favorable to the Executive than the
vesting provisions of the restricted stock awards granted on
January 29, 2009, to executives similarly situated in the
Company’s executive organization structure, including those
provisions related to vesting upon death, Disability, Retirement or
Change of Control (each as defined in the Corporation’s 2004
Stock Incentive Plan, as amended); and
(c) if the Executive’s
employment is terminated for any reason (other than due to death,
Disability or Retirement, in connection with a Change of Control,
or for cause) during the Employment Period, then the portion of any
such award that would have vested under paragraph (a)(i) or
(b) above but for subclause (a)(ii) will remain outstanding
and continue to vest according to paragraph (a)(i) or (b), as
appropriate.
For purpose of this Agreement and to
the extent permissible under the Restricted Stock Standards, the
term “restricted stock” shall refer to units and/or
shares of the Corporation’s common stock, in each case
subject to vesting or transferability restrictions pursuant to this
Agreement.
4.3 Benefits and Perquisites
. During the Employment Period, the Executive will be eligible to
participate in Company benefits and perquisites c
