Visa 2007 Annual Report Download - page 179

Table of Contents
Long-Term Incentive Compensation
Prior to the reorganization, cash-based long-term incentive plan, or LTIP, awards were generally provided through plans maintained by Visa U.S.A.
(and its majority-owned subsidiary, Inovant). Although no new cash LTIP awards will be made under these long-term cash incentive plans, the plans will
remain in effect for the past awards that have not yet vested. Beginning in fiscal 2008, we intend to provide long-term incentive compensation for our
employees pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan.
Visa U.S.A. Long-Term Incentive Plan. This plan is a cash-based plan, in which awards vest at the end of a three-year plan cycle. At the beginning of
the plan cycle, each participant is granted a target award which, at the end of the first year, is adjusted by the human resources and compensation committee
up or down, from 0% to 220%, based on the combined corporate performance of Visa U.S.A. and Inovant.
For target awards granted at the beginning of fiscal 2007 under this long-term cash incentive plan, the corporate performance metrics, weighting, target
performance level and actual performance results are the same as for the Visa U.S.A. annual incentive plan described above. These performance results for
fiscal 2007 resulted in a 184% adjustment to target awards for Messrs. Sheedy, Floum and Partridge.
The target award adjusted by this performance-determined ratio will be subject to vesting. This non-vested award will be automatically deferred for the
remaining two years in the plan cycle and credited to an individual account that is further credited with gains or losses from certain Fidelity fund investments
that the participant may select. At the end of the plan cycle, if the executive is still an employee, the award becomes vested and payable to the participant.
Visa Inc. 2007 Equity Incentive Compensation Plan. The Visa Inc. 2007 Equity Incentive Compensation Plan, which we refer to as the equity incentive
plan, was adopted to award long-term compensation following the reorganization. The equity incentive plan is designed to align management interests with
those of stockholders, provide opportunities for wealth creation and ownership, and encourage a long-term focus, which we believe promotes retention.
The equity incentive plan is intended to promote our long-term success and increase stockholder value by attracting, motivating and retaining our non-
employee directors, officers, employees and consultants and those of our subsidiaries. To achieve this purpose, the equity incentive plan allows the flexibility
to grant or award stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards,
cash-based awards and other equity-based awards to eligible persons, covering a total of up to 59,000,000 shares of class A common stock.
The equity incentive plan became effective in October 2007 upon the completion of the reorganization. The equity incentive plan will continue in effect
until all of the common stock available under the equity incentive plan is delivered and all restrictions on those shares have lapsed, unless the plan is
terminated earlier by our board of directors. No awards may be granted under the plan on or after 10 years from its effective date.
The compensation committee administers the equity incentive plan and determines the non-employee directors, employees and consultants that may be
granted awards under the equity incentive plan, the size and types of awards, the terms and conditions of awards, the timing of awards and the form and
content of the award agreements.
It is anticipated that the initial grants made under this plan will be made in fiscal 2008.
Special Bonus Program
Although it is not an ongoing element of our compensation plans, we instituted a special broad-based bonus program for all eligible employees at the
end of fiscal 2007 to reward performance during our reorganization and
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