Exhibit 10.1


 


Form of CEO Non-Qualified Stock
Option Award Agreement


 


PROVIDIAN
FINANCIAL CORPORATION


2000
STOCK INCENTIVE PLAN


 


NON-QUALIFIED STOCK OPTION AWARD


 


Providian Financial Corporation, a Delaware corporation (the “Company”), hereby
awards to the Participant named below, subject to the terms and conditions set
forth in this Non-Qualified Stock Option Award (“Agreement”) and the Company’s
2000 Stock Incentive Plan (the “Plan”), as amended from time to time, the right
and option to purchase all or any part of the shares of the Company’s Common
Stock, at the exercise price and otherwise on the terms and conditions set
forth in this Agreement.


 


Grant
Date:


 


Name
of Participant (“Grantee”):


 


Number
of Optioned Shares:


 


Exercise
Price:


 


	
  The Plan
  and Other Agreements

  	
   

  	
  The terms and
  conditions of the Plan are incorporated into this Agreement by reference.
  Unless otherwise defined in this Agreement, capitalized terms used in this
  Agreement are used as defined in the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement and the Plan constitute the entire understanding between
  Grantee and the Company regarding this Stock Option Award, except as
  otherwise provided under the heading “Vesting” below. Except to the extent
  provided under the heading “Vesting” below, any prior agreements or understandings
  related to the subject herein are superseded.

  
	
   

  	
   

  	
   

  
	
  Expiration
  of 

  Option

  	
   

  	
  The option shall expire
  on the 10th anniversary of the Grant Date, or, if earlier, at the earliest of the following:

   

  •                  immediately on
  termination of Grantee’s Service for Cause;

  •                  90 days after
  the termination of Grantee’s continuous Service for any reason other than
  Cause, death, Disability, or Retirement; or

  •                  five years after Grantee’s death, determination of
  Disability, or Retirement.

   

  Notwithstanding the foregoing, the option is
  exercisable no later than the last trading day on or before the expiration
  date.

  



 





















 


	
  Vesting

  	
   

  	
  The option shall vest
  and may be exercised only to the extent of:

   

  •                  1/3 of the total number of optioned
  shares after the expiration of one year of Service following the Grant Date;

  •                  2/3 of the total number of optioned
  shares after the expiration of two years of Service following the Grant Date;
  and

  •                  in full after the expiration of
  three years of Service after the Grant Date;

   

  provided that
  vesting shall cease upon termination of Grantee’s continuous Service, and provided further that the vesting and exercisability of
  the option may be accelerated under certain circumstances, as provided in the
  Executive Employment Agreement dated as of November 25, 2001, as
  amended, between the Company and Grantee.

  
	
   

  	
   

  	
   

  
	
  Voting and Other Rights

  	
   

  	
  Until the person
  electing to exercise the option has exercised the option and paid the
  exercise price of the optioned shares to be purchased, the person so electing
  shall possess no rights as a stockholder with respect to any such shares.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence

  	
   

  	
  For
  purposes of this Agreement, Grantee’s continuous Service does not terminate
  when Grantee goes on a bona fide
  leave of absence that was approved by the Company in writing, if the terms of
  the leave provide for continuous Service crediting. Grantee’s continuous
  Service terminates in any event when the approved leave ends, unless Grantee
  immediately returns to active work.

  

  The Company shall have the right to determine in its discretion which leaves
  of absence are considered an interruption of continuous Service, and when
  Grantee’s continuous Service terminates, for all purposes under the Plan.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  As a condition to any
  exercise of the option, the Company may require Grantee to enter into an
  arrangement providing for the payment to the Company of any tax withholding
  obligation of the Company arising by reason of the exercise of the option or
  the disposition of shares of Common Stock acquired upon such exercise.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Transfer

  	
   

  	
  The option shall not be transferable by Grantee
  other than by Grantee’s will or by the laws of descent and distribution. The
  option shall be exercised during Grantee’s lifetime only by Grantee or
  Grantee’s guardian or legal representative.

  

  Grantee agrees to comply with the Company’s policies and procedures,
  including the Insider Trading Policy, and with applicable regulatory
  requirements, if any, in connection with the exercise of options or the
  purchase or sale of Providian common stock. In addition, Grantee understands
  that if Grantee is an executive officer of Providian, Grantee may not be able
  to exercise any of the options issued to Grantee under the Plan in a “cashless”
  exercise.

  
	
   

  	
   

  	
   

  
	
  No
  Retention Rights

  	
   

  	
  This
  Agreement is not an employment agreement and does not give Grantee the right
  to continue to be employed by the Company (or a Subsidiary or Affiliate). The
  Company (and any Subsidiary or Affiliate) reserves the right to terminate
  Grantee’s continuous Service at any time and for any reason.

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This
  Agreement will be construed under the laws of the State of California.