Visa 2007 Annual Report Download - page 181

Table of Contents
Existing severance arrangements currently vary among executive officers based on the individual agreements with the Visa entity with whom they were
historically employed. It is our current intention that, in connection with our proposed initial public offering and subject to the discretion of our board, new
employment agreements will be entered into with each of the named executive officers, with the goal that the new agreements will have longer terms and be
more internally consistent. These new agreements are generally expected to provide for at least a three-year employment period commencing immediately
prior to the completion of this offering and to have such other terms as are customarily included in employment agreements, including severance provisions.
See "—Employment Arrangements" and "—Potential Payments Upon Termination or Change-In-Control."
Tax Implications
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits the ability of Visa to deduct for tax purposes compensation over $1,000,000 to our principal
executive officer or any one of our three highest paid executive officers, other than our principal executive officer or principal financial officer, who are
employed by us on the last day of our taxable year, unless, in general, the compensation is paid pursuant to a plan that is performance related, non-
discretionary and has been approved by Visa's stockholders. No such limitation on deductibility was applicable to fiscal 2007. Compensation from awards
made before our first annual meeting in 2012 under plans that existed before the closing of our proposed initial public offering will be exempt from the
deduction limitations otherwise imposed by Section 162(m), if the plan is not materially modified during this period. The compensation committee will
review and consider the deductibility of executive compensation under Section 162(m) and may authorize certain payments that will be in excess of the
$1,000,000 limitation. The compensation committee believes that it needs to balance the benefits of designing awards that are tax-deductible with the need to
design awards that attract, retain and reward executives responsible for the success of the company.
Report of the Compensation Committee
The compensation committee has:
• reviewed and discussed the above section titled "Compensation Discussion and Analysis" with management; and
• based on this review and discussion, the compensation committee recommended to the board of directors that the "Compensation Discussion and
Analysis" section be included in this annual report on Form 10-K for fiscal 2007.
COMPENSATION COMMITTEE
William Shanahan (chairperson)
Thomas Campbell
Suzanne Nora Johnson
John A. Swainson
Compensation Committee Interlocks and Insider Participation
Prior to the completion of the reorganization, Joseph W. Saunders, our Chairman and Chief Executive Officer, served as our sole director and
participated in deliberations concerning executive compensation. Currently, none of the members of the compensation committee (whose names appear under
"—Report of the Compensation Committee"), which was constituted after the completion of the reorganization, is or has ever been one of our officers or
employees. None of our executive officers serves as a member of the compensation committee of any entity that has one or more executive officers serving on
our board of directors or compensation committee.
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