Exhibit
10.2


 


PROVIDIAN FINANCIAL
CORPORATION


2000 STOCK INCENTIVE PLAN


 


RESTRICTED STOCK GRANT
AGREEMENT


 


Providian Financial Corporation, a Delaware corporation (the “Company”), hereby
awards shares of its Common Stock (“Shares”) as a stock award to the Participant
named below, subject to the terms and conditions set forth in this Restricted
Stock Grant Agreement (“Agreement”) and the Company’s 2000 Stock Incentive Plan
(the “Plan”), as amended from time to time.


 


 


	
  Date of Award:

  	
  October 19, 2004

  
	
   

  	
   

  
	
  Name of Participant “Grantee”:

  	
  Joseph Saunders

  
	
   

  	
   

  
	
  Number of Shares of Stock
  Awarded:

  	
  20,000

  



 


	
  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
  Restricted Stock Grant. Any prior agreements or understandings related to the
  subject herein are superseded.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  As long as Grantee renders
  continuous Service to the Company, the Restricted Stock Grant will be fully
  vested on June 30, 2005. The Restricted Stock Grant shall fully vest, and all
  restrictions shall lapse, upon the occurrence of an “Acceleration Event” (as
  that term is defined in the Grantee’s Employment Agreement dated November 25,
  2001, as amended).

  
	
   

  	
   

  	
   

  
	
  Escrow

  	
   

  	
  The Shares will be deposited in escrow and remain in
  escrow until such time as the Shares are released to Grantee or forfeited in
  accordance with the provisions of the Plan. When Grantee’s interest in the Shares vests as described under the
  heading “Vesting” above, the vested Shares will be released from escrow
  within a reasonable period following the vesting date, net of any Shares
  necessary to satisfy applicable tax withholding requirements.

  
	
   

  	
   

  	
   

  
	
  Voting and Other Rights

  	
   

  	
  Grantee shall have all the
  rights and privileges of a stockholder of the Company while the Shares are
  held in escrow, including the right to vote and to receive dividends (if
  any).

  



 





















 


	
  Code Section 83(b) Election

  	
   

  	
  Grantee may elect to be taxed
  at the time this award is made rather than when the Shares cease to be
  subject to forfeiture restrictions, by filing an election under Section 83(b)
  of the Internal Revenue Code with the Internal Revenue Service within 30 days
  after the Date of Award, and by providing a copy of such election to the
  Company. You should consult with your tax advisor regarding the consequences
  of such an election.

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  The number of
  any Shares released to Grantee from escrow will be reduced by that number of
  Shares, if any, necessary to satisfy applicable tax withholding requirements.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Resale

  	
   

  	
  Grantee agrees
  not to sell, transfer or otherwise dispose of any Shares prior to their
  vesting or at any time when applicable laws, regulations or Company policies
  prohibit such sale, transfer or other disposition. 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 vesting or sale of Shares.

  
	
   

  	
   

  	
   

  
	
  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.