Visa 2011 Annual Report Download - page 183

(b) This Section 4(b) applies only in the event that (I) a Change of Control has not occurred prior to November 30, 2014, or (II) a
Change of Control has occurred prior to November 30, 2014, but the Participant's Separation from Service has not occurred within two years following the
Change of Control:
(i) Separation from Service by Reason of Death, Disability, Without Cause or Retirement Before the End of the Performance
Cycle: Upon a Participant's Separation from Service before the end of the Performance Cycle (A) due to death or Disability (as defined below), (B) either by
the Company, a Subsidiary or an Affiliate without Cause (as defined below), or (C) by the Participant at or after the earlier of (1) attainment of normal
retirement eligibility under the generally applicable retirement plan of the Company, a Subsidiary or an Affiliate under which the Participant is covered in his
or her home country; or (2) attainment of age sixty and five years of completed service and six months of service from the date of grant ("Retirement"), then
the Participant shall be fully vested, as of November 30, 2014, in all of the Performance Shares that would have been both earned pursuant to Section 3(a)(iii),
and vested pursuant to Section 3(b), had the Participant remained in employment through November 30, 2014.
(ii) Separation from Service by Reason of Death, Disability, Without Cause or Retirement After the End of the Performance
Cycle: Upon a Participant's Separation from Service after the end of the Performance Cycle (A) due to death or Disability, (B) either by the Company, a
Subsidiary or an Affiliate without Cause, or (C) by the Participant by reason of Retirement, then the Participant shall be fully vested, as of the date of such
Separation from Service, or if later, as of November 30, 2014, in all of his or her Performance Shares that had been earned pursuant to Section 3(a)(iii) but
had not yet vested under Section 3(b) as of the date of such Separation from Service.
(iii) Separation from Service, 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, or Retirement: Upon a Participant's Separation from Service, 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 or Retirement, then any and all of the
Performance Shares that have not vested as the date of such Separation from Service shall be forfeited.
5. Change of Control.
(a) This Section 5(a) applies (I) only in the event that (A) a Change of Control has occurred prior to November 30, 2014, and (B) the
Participant's Separation from Service has occurred within two years following the Change of Control, and (II) notwithstanding any provision in Sections 2, 3
or 4 of this Agreement to the contrary:
(i) Separation from Service by Reason of Death, Disability, Without Cause, Good Reason or Retirement Before the End of the
Performance Cycle: Upon a Participant's Separation from Service before the end of the Performance Cycle (A) due to death or Disability, (B) either by the
Company, a Subsidiary or an Affiliate without Cause, (C) by the Participant for Good Reason (as defined below) or (D) by the Participant by reason of
Retirement, then, as of the date of such Separation from Service, the Participant will become vested in that number of Performance Shares subject to this
Award that would have been
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