Visa 2011 Annual Report Download - page 199

(b) It is intended that any Shares received upon expiration of the Period of Restriction 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 any time 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 Participants 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.
13. Other Plans.
The Participant acknowledges that any income derived from this Restricted Stock Units award shall not affect the
Participant's participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or
Affiliate.
14. Clawback Policy.
Notwithstanding any other provision of this Agreement to the contrary, any cash incentive compensation received by the
Participant, Restricted Stock Unit granted, Shares issued and/or amount paid hereunder, and/or any amount received with respect to any sale of any such
Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company's Clawback
Policy, as it may be amended from time to time (the "Policy"). The Participant agrees and consents to the Company's application, implementation and
enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Participant and (b) any provision of applicable law
relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to
effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant.
To the extent that the terms of this Agreement and the Policy or any similar policy conflict, then the terms of such policy shall prevail.