Capital One's previous clawbackprovisions covered only its top executive officers and triggered only in the event of a financial restatement or willful misconduct.
Clawbackprovisions, which have been common in the U.K. since 2009, were mandated in the U.S. by the Dodd-Frank Act, though the SEC has yet to implement this part of the law.
The Make-Whole Cash Bonus and the Make-Whole RSUs vesting in 2012 are subject to certain clawbackprovisions in the event Mr. Thompson terminates his employment without good reason during the first year of his employment with the Company.