Visa 2011 Annual Report Download - page 163

(a) "Cause" shall have the meaning set forth in the Visa Inc. Executive Severance Planprovided that, if at the Grant Date, the
Participant is party to an effective employment agreement with the Company, a Subsidiary or an Affiliate, the definition of Cause set forth in such agreement
shall apply until the date on which such employment agreement expires.
(b) "Good Reason" shall have the meaning set forth in the Executive Severance Plan; provided that, if at the Grant Date, the
Participant is party to an effective employment agreement with the Company, a Subsidiary or an Affiliate the definition of Good Reason set forth in such
employment agreement shall apply until the date on which such employment agreement expires.
11. Compliance with Laws and Regulations.
(a) The Restricted Stock and the obligation of the Company to deliver Shares hereunder shall be subject in all respects to
(i) all applicable Federal and state laws, rules and regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any
government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall
not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at
any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver
any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or
approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.
(b) It is intended that the Shares received upon expiration of the Period of Restriction shall have been registered under the
Securities Act. If the Participant is an "affiliate" of the Company, as that term is defined in Rule 144 under the Securities Act ("Rule 144"), the Participant
may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a
legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with federal and state securities
laws.
(c) If at any time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under
the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to
this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing
or acquiring the Shares acquired under this Agreement for the Participant's own account, for investment only and not with a view to the resale or distribution
thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a
registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the
Shares being offered or sold; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the
Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from
counsel for or approved by the Company, as to the applicability of such exemption thereto.