Visa 2011 Annual Report Download - page 155

6. Taxes and Withholdings.
At the time of receipt of Shares upon the exercise of all or any part of the Option, the Participant shall pay to the Company in
cash, or make other arrangements, in accordance with Article XVI of the Plan, for the satisfaction of, any taxes of any kind and social security payments due
or potentially payable or required to be withheld with respect to such Shares; provided, however, that subject to any limitations as the Committee may
prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or in part, such withholding obligations by (a) directing the Company to
withhold Shares otherwise issuable to the Participant upon exercise of the Option; provided, however, that the amount of any Shares so withheld shall not
exceed the amount necessary to satisfy required federal, state, local and non-United States withholding obligations using the minimum statutory withholding
rates for federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and/or (b) tendering to
the Company a number of Shares then owned by the Participant (or by the Participant and his or her spouse jointly) and purchased or held for the requisite
period of time as may be required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting charge and having an aggregate Fair
Market Value as of the exercise date not greater than such tax and other obligations. Any such election made by the Participant must be (i) made on or prior to
the applicable exercise date; and (ii) irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.
Regardless of any action the Company, an Affiliate and/or a Subsidiary takes with respect to any or all tax withholding
(including social insurance contribution obligations, if any), the Participant acknowledges that the ultimate liability for all such taxes is and remain the
Participant's responsibility (or that of the Participant's beneficiary), and that none of the Company, an Affiliate and /or a Subsidiary: (a) makes any
representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Option, including the grant or vesting
thereof, the subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Option or any aspect of the Option to
reduce or eliminate the Participant's (or his or her beneficiary's) liability for such tax.
7. No Rights as a Shareholder.
Neither the Participant nor any other person shall become the beneficial owner of the Shares subject to the Option, nor have
any rights to dividends or other rights as a shareholder with respect to any such Shares, until the Participant has actually received such Shares following the
exercise of the Option in accordance with the terms of the Plan and this Agreement.
8. No Right to Continued Employment.
Neither the Option nor any terms contained in this Agreement shall confer upon the Participant any rights or claims except in
accordance with the express provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the
employment or service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of compensation, nor
restrict in any way the right of the Company or any Subsidiary or Affiliate, which right is hereby expressly reserved, to modify or terminate the Participant's
employment or service at any time for any reason. The Participant acknowledges and agrees that any right to exercise the Option is earned only by continuing
as an employee of the Company or a Subsidiary or Affiliate at the will of the Company or such Subsidiary or Affiliate, or satisfaction of any other applicable
terms and conditions contained in the Plan and this Agreement, and not through the act of being hired, being granted the Option or acquiring Shares
hereunder.
9. The Plan.
By accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant
shall be conclusively deemed to have indicated his or her