Visa 2011 Annual Report Download - page 193

that time have such meaning as may be specified in such employment agreement.
(b) "Good Reason" means: (i) a material reduction by the Company, a Subsidiary or an Affiliate in the Participant's rate of
annual base salary from that in effect immediately prior to the Change of Control; (ii) a material reduction by the Corporation or a Subsidiary in the
Participant's annual target bonus opportunity from that in effect immediately prior to the Change of Control; or (iii) the Company, a Subsidiary or an Affiliate
requires the Participant to change the Participant's principal location of work to a location that is in excess of fifty (50) miles from the location thereof
immediately prior to the Change of Control. Notwithstanding the foregoing, a Termination of a Participant for Good Reason shall not have occurred unless
(i) the Participant gives written notice to the Company, a Subsidiary or an Affiliate, as applicable, of Termination within thirty (30) days after the Participant
first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good
Reason, and the Company, the Subsidiary or the Affiliate, as the case may be, has failed within thirty (30) days after receipt of such notice to cure the
circumstances constituting Good Reason. The foregoing to the contrary notwithstanding, if at any particular time the Participant is subject to an effective
employment agreement with the Company, a Subsidiary or an Affiliate, then, in lieu of the foregoing definition, "Good Reason" shall at that time have such
meaning as may be specified in such employment agreement.
11. Compliance with Laws and Regulations.
(a) The Option and the obligation of the Company to sell and 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 Option may not
be exercised if its exercise, or the receipt of Shares pursuant thereto, 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 the exercise of the Option 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 the time of exercise of all or part of the Option, 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.
12. Notices.
All notices by the Participant or the Participant's successors or permitted assigns shall be addressed to the Company at 900
Metro Center Blvd., Foster City, California 94404, Attention: Stock Plan Administrator, or such other address as the Company may from time to time specify.
All notices to the Participant shall be addressed to the Participant at the Participant's address in the Company's records.