Visa 2007 Annual Report Download - page 180

Table of Contents
to encourage all of those employees to focus on the continuing operations of each business unit while at the same time preparing the organization to become a
public company and achieve the anticipated benefits of the reorganization. Under this program, Messrs. Saunders, Sheedy, Floum and Partridge each received
a special cash bonus at the end of fiscal 2007, which is disclosed in the "—Bonus" column of "—Summary Compensation Table." Under this special bonus
program, all eligible employees, including these executive officers, are also expected to receive restricted stock with a value equal to the amount of his
previous special cash bonus upon the successful completion of our proposed initial public offering, subject to approval by our compensation committee. If the
compensation committee does not approve such restricted stock awards, each such eligible employee will receive an additional cash bonus in an amount equal
to his or her previous special cash bonus on the earlier of the anniversary of our proposed initial public offering or March 31, 2009.
Retirement and Other Benefits
Our benefits programs are designed to be competitive, cost-effective and compliant with local regulations. We generally target the median of the
market, with flexibility to position above or below the median where local conditions dictate. It is our objective to provide core benefits, including medical,
retirement, life insurance, paid time off and leaves of absence, to all employees and to allow for supplementary non-core benefits based on local market
practice and local culture.
We sponsor a tax-qualified defined benefit pension plan, which we refer to as the retirement plan, and a tax-qualified defined contribution thrift plan,
which we refer to as the thrift plan, to provide market driven retirement benefits to all eligible employees in the United States. We have changed the design of
the defined benefit plan to a cash-balance plan effective for 2008 to better align our benefits with our peer companies and the overall market. In addition to the
tax-qualified retirement plan and the thrift plan, we maintain a non-qualified excess retirement plan and a non-qualified excess thrift plan to make up for the
limitations imposed on these tax-qualified plans by the Internal Revenue Code. We sponsor an unfunded non-qualified deferred compensation plan, which we
refer to as the deferred compensation plan, which allows executive officers and certain other highly compensated employees to defer a portion of their annual
incentive awards and their long-term cash incentive awards or sign-on bonuses to help them with tax planning and to provide competitive benefits. See "—
Visa Retirement Plan," "—Visa Thrift Plan" and "—Nonqualified Deferred Compensation."
Perquisites and Other Personal Benefits
We may provide executive officers with perquisites and other personal benefits that we believe are reasonable and consistent with our overall
compensation program to attract and retain qualified executive officers and to facilitate the performance of executive officers' management responsibilities.
As part of our reorganization and review of our overall compensation strategy, we eliminated several perquisites for our executive officers, including car
allowances and financial planning, beginning in fiscal 2008. See footnote (8) to "—Summary Compensation Table." For fiscal 2008, we also have instituted a
policy that allows the Chief Executive Officer, the President, the Chief Operating Officer and other key employees or their spouses, as approved by the Chief
Executive Officer, to use a corporate aircraft for limited personal use. Business priorities will always take precedence over personal usage. These employees
will be responsible for all income taxes related to their personal usage.
Severance
We believe that it is appropriate to provide severance pay to executives whose employment is involuntarily terminated by us without cause, and, in
some cases, voluntarily terminated by the executive for good reason, to provide transition income replacement, which will allow them to focus on our
business priorities. In some cases, a severance package includes a gross-up payment relating to any parachute payment excise taxes imposed on an executive.
The amount of severance pay is primarily determined based on competitive benchmarking of severance benefits for similarly-situated executives with
comparable scope and responsibility in other companies.
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