Visa 2011 Annual Report Download - page 184

earned under Section 3(a)(iii), as of the end of the Performance Cycle, based on the deemed achievement of the Target Performance Level (within the
meaning of Section 3(a)(iii)).
(ii) Separation from Service by Reason of Death, Disability, without Cause, Good Reason 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, (C) by the Participant for Good Reason or (D) by the Participant by reason of Retirement, then the
Participant shall be fully vested, as of such Separation from Service, or if later, as of November 30, 2014, in 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); provided, however, that if the Change of 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 30, 2014, 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)).
(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, Good Reason 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, Good Reason or Retirement,
then any of the Performance Shares that have not vested as the date of such Separation from Service 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.
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