Visa 2011 Annual Report Download - page 185

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.
9. Taxes and Withholding. The Company shall have the right to deduct from all amounts otherwise payable to the Participant in cash in
respect of Performance Shares covered by this Award any amount of taxes of any kind required by law to be withheld as may be necessary in the opinion of
the Company to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction. In the case of any payments in the
form of Shares of Performance Shares covered by this Award, at the Committee's discretion, the Participant shall be required to either pay to the Company in
cash the amount of any such taxes required to be withheld with respect to such Shares or, in lieu thereof, the Company shall have the right to retain (or the
Participant may be offered the opportunity to elect to tender) the number of Shares for which the Fair Market Value equals such amount required to be
withheld; provided, however, that the amount of any Shares so retained 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. To the extent any such taxes are required by law to be withheld with respect to the Performance
Shares covered by this Award prior to the date such Performance Shares are paid in accordance with Section 2, the Participant shall be required to pay to the
Company in cash the amount of such taxes promptly following written notice thereof by the Company.
10. No Right to Continued Employment. Neither the Performance Shares covered by this Award 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 vesting of this Award 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 or being granted this Award.
11. 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 acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and this
Agreement and any action taken under the Plan by the Board, the Committee or the Company, in any case in accordance with the terms and conditions of the
Plan. Subject to Section 5(c) of this Agreement, in the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan
shall control, and this
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