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Table of Contents VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2012
At September 30, 2012 , there was $89 million and $30 million of total unrecognized compensation cost related to unvested
RSAs and RSUs, respectively.
Performance-based Shares
The following table summarizes the maximum number of performance-based shares which could be earned and related
activity for fiscal 2012 :
For the Company's performance-based shares, in addition to service conditions, the ultimate number of shares to be earned
depends on the achievement of both performance and market conditions. The performance condition is based on either (1) the
Company's earnings per share target or; (2) the Company's achievement of specified cumulative net income performance targets.
The market condition is based on the Company's total shareholder return ranked against that of other companies that are included
in the Standard & Poor's 500 Index. The fair value of the performance-based shares, incorporating the market condition, is
estimated on the grant date using a Monte Carlo simulation model. The grant-date fair value of performance-based shares in fiscal
2012 , 2011 and 2010 was $97.84 , $85.05 and $88.06 per share, respectively. Earned performance shares granted in fiscal 2012
vest approximately three years from the initial grant date. Earned performance shares granted in fiscal 2011 and 2010 vest in two
equal installments approximately two and three years from their respective grant dates. All performance awards are subject to
earlier vesting in full under certain conditions.
Compensation cost for performance-based shares is initially estimated based on target performance. It is recorded net of
estimated forfeitures and adjusted as appropriate throughout the performance period. At September 30, 2012 , there was $8 million
of total unrecognized compensation cost related to unvested performance-
based shares, which is expected to be recognized over a
weighted
-average period of approximately 0.9 years.
97
Restricted Stock
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(1)
(in millions)
Awards
Units
RSA
RSU
RSA
RSU
RSA
RSU
Outstanding at October 1, 2011
1,785,975
467,803
$
75.28
$
76.65
Granted
974,233
432,763
96.39
96.97
Vested
(911,877
)
(224,401
)
71.03
73.24
Forfeited
(111,342
)
(38,520
)
84.44
84.49
Outstanding at September 30, 2012
1,736,989
637,645
$
88.77
$
91.17
1.6
1.4
$233
$86
(1)
Calculated by multiplying the closing stock price on the last trading day of fiscal 2012 of $134.28
by the number of instruments.
Shares
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(1)
(in millions)
Outstanding at October 1, 2011
632,786
$
80.69
Granted
132,227
97.84
Vested and earned
(213,801
)
70.41
Unearned
(6,977
)
88.06
Forfeited
(18,008
)
89.75
Outstanding at September 30, 2012
526,227
$
88.56
0.9
$71
(1)
Calculated by multiplying the closing stock price on the last trading day of fiscal 2012 of $134.28
by the number of instruments.