Visa 2009 Annual Report Download - page 153

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Control had occurred prior to the end of the Performance Cycle, then the Participant shall become vested, as of such Separation from Service, or, if later, as of
November [ ], 2011, in the greater of (I) all of his or her Performance Shares that have been earned pursuant to Section 3(a)(iii) but have not yet vested
under Section 3(b) as of the date of such Separation from Service, and (II) that number of Performance Shares subject to this Award that would have been
earned as of the end of the Performance Cycle under Section 3(a)(iii), based on the deemed achievement of the Target Performance Level (within the meaning
of Section 3(a)(iii)), multiplied by 50% if the Participant's Separation from Service occurs after November [ ], 2011.
(iii) Termination, Whether Before or After the End of the Performance Cycle by the Company for Cause or by the Participant
Other than by Reason of Death, Disability, Good Reason or Retirement; Upon a Participant's Termination, whether before or after the end of the Performance
Cycle, (A) by the Company for Cause, or (B) by the Participant other than by reason of death, Disability, Good Reason or Retirement, then any of the
Performance Shares that have not vested as the date of such Termination shall be forfeited.
(b) For purposes of this Agreement, no Change of Control shall be deemed to have occurred unless it constitutes a "change in the
ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation" within the meaning of
Section 409A of the Code.
(c) For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Performance Shares subject to this Agreement to the
extent such provision conflicts with this Section 5, but the applicable provisions of Article XIV of the Plan shall otherwise apply to this Agreement.
6. Restrictions on Transfer. Performance Shares may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any
manner except (a) by will or the laws of descent and distribution or (b) as otherwise permitted pursuant to the Plan.
7. Dividend Equivalents. Each Performance Share subject to this Award shall entitle the Participant to Dividend Equivalents with respect to
regular cash dividends that would otherwise be paid on one Share during the period from the date such Performance Share is earned in accordance with
Section 3(a) to the date such Performance Share is paid in accordance with Section 2 or forfeited in accordance with Section 4 or 5. Any such Dividend
Equivalent shall be paid to the Participant at (or within thirty (30) days following) the time such related dividends are paid to holders of Shares.
8. No Rights as a Shareholder Prior to Issuance of Shares. Neither the Participant nor any other person shall become the beneficial owner of any
Shares that may become payable with respect to the Performance Shares subject to this Award, nor have any rights to dividends or other rights as a
shareholder with respect to any such Shares, until and after such Shares, if any, have been actually issued in satisfaction of the Company's obligations under
this Award, in the time and manner specified in Section 2, and such Shares are transferred on the books and records of the Company or its agent in accordance
with the terms of the Plan and this Agreement.
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