Visa 2011 Annual Report Download - page 196

Visa Inc.
2007 Equity Incentive Compensation Plan
Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of the Grant Date (the "Grant Date") set forth in
the Notice of Restricted Stock Unit Grant attached as Schedule A hereto (the "Grant Notice"), is made between Visa Inc. (the "Company") and the Participant
set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
1. Definitions.
Capitalized terms used but not defined herein have the meaning set forth in the Visa Inc. 2007 Equity Incentive
Compensation Plan (the "Plan").
2. Grant of the Restricted Stock Units.
Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant,
pursuant to the Plan, the number of Restricted Stock Units set forth in the Grant Notice (the "Restricted Stock Units").
3. Dividend Equivalents.
Each Restricted Stock Unit shall entitle the Participant to Dividend Equivalents with respect to regular cash dividends that
would otherwise be paid on the Share underlying such Restricted Stock Unit during the period from the Grant Date to the date such Share is delivered in
accordance with Section 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.
4. Period of Restriction; Termination.
The Period of Restriction with respect to the Restricted Stock Units shall be as set forth in the Grant Notice. Subject to the
terms of the Plan and the remaining provisions of this Section 4, all Restricted Stock Units for which the Period of Restriction had not lapsed prior to the date
of the Participant's Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary:
(a) Death and Disability. Upon Termination of the Participant due to death or disability (within the meaning of the
Company's or its Affiliate's long -term disability plan under which the Participant is covered from time to time ("Disability")), then the Period of Restriction
shall immediately lapse as to the full number of Restricted Stock Units.
(b) Retirement. Upon termination of 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 Period of
Restriction shall lapse as to the full number of Restricted Stock Units.
(c) Other Terminations. Upon Termination of the Participant due to any reason other than death, Disability or Retirement,
then all Restricted Stock Units for which the Period of Restriction had not lapsed prior to the date of such Termination shall be immediately forfeited.
(d) Change of Control. Notwithstanding any contrary provisions of Section 4(c) of this Agreement, if a Change of
Control occurs, and, at any time prior to the second (2nd) anniversary of the Change of Control, the Participant incurs a Termination, either by the Company,
a Subsidiary or an Affiliate without Cause (as defined below), or by the Participant for Good Reason (as defined below), then the Period of Restriction shall
immediately lapse as to the full number of Restricted Stock Units. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted
Stock Units to the extent such provision conflicts with this Section 4(d).