Nonstatutory Stock Option Agreement



 Exhibit 10.1 
 Private & Confidential 
 CAPITAL ONE FINANCIAL CORPORATION 
 2004 Stock Incentive Plan 
 Nonstatutory Stock Option Agreement 
 No. of Shares Subject to Option: 1,661,780 
 THIS
AGREEMENT, dated the 10th of December, 2007 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and Richard D. Fairbank (“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 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: 
 W I T N E S S E T H : 
 1. Grant of Option. Pursuant and subject to the terms and conditions of the Plan and of this Agreement, the Company has granted to Optionee, effective the Date of Grant, the right and option to purchase from
the Company (the “Option”) all or any part of an aggregate of 1,661,780 shares of Company Stock (the “Option Shares”) at the purchase price per share of $50.99 (the “Option Price”), being not less than 100% of the Fair
Market Value per share of the Common Stock on the Date of Grant, such Option to be exercisable as hereinafter provided. The Option shall be a nonstatutory option that does not receive favorable tax treatment under Section 422. 
 2. Terms and Conditions. The Option evidenced by this Agreement is subject to the following terms and conditions: 
 (a) Expiration Date. The Option shall expire ten years from the Date of Grant unless earlier terminated as provided for herein. 
 (b) Transferability. The Option is transferable under the following conditions: 
 (i) Except as provided in the following sentence, the Option shall be nontransferable except by will or by the laws of descent and distribution and, during the lifetime of Optionee, may be exercised only by Optionee,
except as provided in Section 3 below. The Option (or any portion thereof) may be transferred by the Optionee to (1) the spouse, children, or grandchildren of Optionee (“Immediate Family Members”), (2) a trust or trusts for
the exclusive benefit of Optionee and/or such Immediate Family Members, or (3) a partnership in which Optionee and/or such Immediate Family Members are the only partners; provided that (a) no consideration is paid to the Optionee in
connection with the transfer, (b) in the event of a transfer to an individual, the Option is exercisable, during the original transferee’s lifetime, only by the transferee or by his or her guardian or legal representative,
(c) following such transfer, Optionee retains no interest or reversion in the 

  

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Option (or the underlying shares upon exercise) and has no right to alter or amend the Option or revoke the transfer, and (d) subsequent transfer of the
Option by the transferee (excluding transfers by will or by the laws of descent and distribution) is prohibited. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable to the Option
immediately before transfer; provided that where appropriate, all references in this Agreement to “Optionee” shall be deemed to refer to the transferee. 
 (ii) Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before transfer (including terms and conditions based on the employment status of Optionee).

 (iii) Promptly upon transfer of the Option, the Optionee shall deliver written notice of the transfer to the Company’s Human Resources Department at
the Company’s West Creek office, in Richmond, Virginia. That written notice shall identify the transferee and the effective date of the transfer. 
 (iv) If sale to the transferee of the Company Stock issuable upon exercise of the Option is not registered under the Securities Act of 1933, as amended, the Company, in its sole discretion, may condition such sale upon such terms and
requirements as it deems appropriate to comply with applicable law. 
 (c) Vesting of Option. Subject to the provisions of Section 3 below, the
Option shall become exercisable in full for all of the Option Shares on the third anniversary of the Date of Grant. Notwithstanding the foregoing, the Option shall become fully exercisable if a Change of Control occurs or upon death or Disability of
Optionee, as such terms are defined in the Plan. 
 (d) Method of Exercising and Payment for Shares. The Option may be exercised by: 
 (i) Following the procedures for the exercise of an Option as may be established from time to time by the Company or its designated agent (the “Procedures”).
The Company will notify Optionee of the Procedures which will specify (1) any required notification, whether oral or written, to the Company or its designated agent; (2) the method for cash payment of the Option Price and any additional
amounts to the Company or its designated agent; (3) if an Optionee elects to substitute for all or any portion of the cash payment shares of Company Stock that an Optionee has owned for at least six months (valued at the Fair Market Value on
the exercise date), the method for delivery of such shares of Company Stock to the Company or its designated agent; (4) if the Optionee exercises by means of a so-called “cashless exercise”, any requirements related to such cashless
exercise and (5) any other requirements, including completion of any required tax or other forms, which must be completed prior to the exercise of the Option. The Optionee may contact the Human Resources Department at the Company’s West
Creek office in Richmond, Virginia to obtain a copy of the Procedures; or 
 (ii) Delivering written notice of exercise to the Human Resources Department at
the Company’s West Creek office in Richmond, Virginia. Such notice shall be accompanied by payment of the Option Price in full by cash (which shall include payment by check, bank draft or money order payable to the order of the Company).
Optionee may substitute for all or any portion of the cash 

  

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payment the delivery of shares of Company Stock that Optionee has owned for at least six months (valued at their Fair Market Value on the date of exercise)
duly endorsed for transfer, or Optionee may exercise the Option by means of a so-called “cashless exercise” pursuant to which Company Stock may be issued directly to Optionee’s designated broker/dealer upon receipt by the Company of
the Option Price in cash from such broker/dealer. 
 The exercise date will be, in the case of (i) above, the date upon which all of the Procedures have
been completed by the Optionee, or such later date as agreed to by the Optionee and the Company or its designated agent, and in the case of (ii) above, the date that the written notice, together with any accompanying payment, is received by the
Company. 
 3. Termination of Employment. If Optionee’s employment with the Company or any Subsidiary terminates for any reason other than
Retirement, Optionee shall forfeit all rights under the Option except to the extent that Optionee is vested in the Option. Notwithstanding the foregoing, in the event of termination of Optionee’s employment by reason of Retirement before
vesting of the Option, the Option shall continue to vest (to the extent not already vested) and shall become exercisable in full for all of the Option Shares on the third anniversary of the Date of Grant. Except as otherwise provided in subsections
3(a), 3(b), 3(c), and 3(d) below, the right of Optionee and Optionee’s successors in interest to exercise the Option shall terminate three months after the date Optionee’s employment terminates (but no later than the expiration date of the
Option period specified in subsection 2(a) above). 
 (a) Exercise following Death. Except as provided in subsection 3(c), if Optionee dies while
employed by the Company or any Subsidiary or within three months following termination of employment, and before the exercise in full or expiration of the Option, Optionee’s estate, or the person or persons to whom the rights under the Option
shall have passed by will or the laws of descent and distribution, may exercise the Option at any time within one year next following Optionee’s death (but in any event before the expiration date of the Option period specified in subsection
2(a) above). 
 (b) Exercise following Disability. In the event of termination of Optionee’s employment by the Company or any Subsidiary by
reason of Disability approved by the Company before exercise in full or expiration of the Option, Optionee may exercise the Option at any time within one year next following such termination of employment (but in any event before the expiration date
of the Option period specified in subsection 2(a) above). 
 (c) Exercise following Retirement. In the event of termination of Optionee’s
employment by reason of Retirement, Optionee may exercise the Option at any time subsequent to vesting and within five years following the date of Retirement (but in any event before the expiration date of the Option period specified in subsection
2(a) above). Notwithstanding the foregoing, in the event that the Optionee dies during the five year period following his termination of employment by reason of Retirement, the Option shall immediately become fully exercisable (if not exercisable
already) and Optionee’s estate or the person or persons to whom the rights under the Option shall have passed by will or the laws of descent and distribution, may exercise the Option at any time within one year next following Optionee’s
death (but in any event before the expiration date of the Option period specified in subsection 2(a) above). 
  

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 For purposes of this Section 3, it shall not be considered a termination of employment if Optionee is placed by the
Company or any Subsidiary on military or sick leave or such other type of leave of absence that the Committee in its sole discretion considers as continuing the employment relationship intact. At the time of any exercise of any Option exercised
pursuant to this Section 3, the Option Price shall be paid in full as provided in Section 2. 
 (d) Exercise following Change of Control. In
the event of termination of Optionee’s employment by reason of Change of Control, and, if the Optionee is a party to a Change of Control Agreement and terminates employment under the terms of such Agreement and is entitled to severance benefits
under such Agreement, then any such fully vested Option Shares outstanding as of the date of such termination shall remain outstanding and exercisable through the entire maximum term of the Option or, if earlier, until such Option is exercised (but
in any event before the expiration date of the Option period specified in subsection 2(a) above). 
 4. Governing Law. This Agreement shall be
governed by federal law and, to the extent not preempted thereby, by the laws of the Commonwealth of Virginia. 
 5. Conflicts. In the event of any
conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

 6. Optionee Bound by Plan. In consideration of the grant of the Option, Optionee agrees that he will comply with such conditions as the Board of
Directors and the Committee may impose on the exercise of the Option and be bound by the terms of the Plan. 
 7. Change in Capital Structure. In the
event of changes in the capital structure of the Company, appropriate adjustments in the number of shares for which the Option shall be exercisable, the Option Price, or both, shall be made, as provided in Section 4.4 of the Plan. 

8. Tax Obligations Upon Exercise of Options. The difference, on the date of exercise, between the fair market value of Company Stock purchased and the Option
Price is compensation taxable to Optionee as ordinary income on the date of exercise and subject to applicable federal and state taxes that the Company is obligated to withhold. Optionee is required to make arrangements suitable to the Company for
the payment of all applicable withholding taxes. By a timely election, Optionee may elect to have the Company withhold upon exercise the number of shares of Company Stock having a fair market value equal to the minimum applicable withholding taxes.

 9. Employment Status. This Agreement does not constitute a contract of employment nor does it alter Optionee’s terminable at will status or
otherwise guarantee future employment. 
 10. Binding Effect. This Agreement shall be binding upon, enforceable against, and inure to the benefit of
Optionee, his legatees, distributees and personal representatives, and the Company and its successors and assigns. 
  

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 11. Forfeiture Event. Optionee agrees to reimburse the Company with respect to the Option to the extent required
under Section 304 of the Sarbanes-Oxley Act of 2002. 
 The Company from time to time distributes and makes available to associates a disclosure
document relating to the Plan. You may also contact the HR Help Center to obtain a copy of the Plan disclosure document and the Plan. You should carefully read the Plan disclosure document and the Plan. By accepting the benefits of this Option you
acknowledge receipt of the Plan, and the Plan disclosure document and agree to be bound by the terms of this Option and the Plan. 
 IN WITNESS WHEREOF,
CAPITAL ONE FINANCIAL CORPORATION has caused this Agreement to be signed on its behalf. 
  

			
	CAPITAL ONE FINANCIAL CORPORATION
		
	By:	 	  

		 	 Mayo A. Shattuck, III
 Chairman, Compensation
Committee

		
		 	  

		 	 Richard D. Fairbank
 Chairman of the Board, Chief
Executive
 Officer and President



  

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