Visa 2011 Annual Report Download - page 198

9. 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. In the event of any conflict between the provisions of the Plan and this Agreement , the provisions of the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by
reference, and to such rules, policies and regulations as may from time to time be adopted by the Committee . The Plan and the prospectus describing the Plan
can be found on the Company's HR intranet. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant's written
request to the Company at 900 Metro Center Blvd., Foster City, California 94404, Attention: Stock Plan Administrator.
10. Certain Defined Terms.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) "Cause" means: (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to
adhere to the directions of superiors or the Board or the written policies and practices of the Company, a Subsidiary or an Affiliate; (iii) the commission of a
felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company, a Subsidiary or an
Affiliate; (iv) fraud, misappropriation or embezzlement; (v) a material breach of the Participant's employment agreement (if any) with the Company, a
Subsidiary or an Affiliate; (vi) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant;
(vii) any illegal act detrimental to the Company, a Subsidiary or an Affiliate; or (viii) repeated failure to devote substantially all of Participant's business time
and efforts to the Company, a Subsidiary or an Affiliate if required by the Participant's employment agreement; provided, however, that, 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,
"Cause" shall at 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 Restricted Stock Units and the obligation of the Company to deliver Shares or cash payments 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
Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so 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.