Visa 2007 Annual Report Download - page 188

Table of Contents
Mr. Saunders
On February 12, 2007, Joseph W. Saunders executed an offer letter with Visa International, which we refer to as the executive chairman letter, pursuant
to which he agreed to serve as: (i) Executive Chairman of the transition governance committee (which was comprised of directors from each Visa region and
Visa International and which led our reorganization); (ii) a director of Visa Inc. (upon its formation); and (iii) Interim Chief Executive Officer Pro Tempore of
Visa Inc. Pursuant to the executive chairman letter, Mr. Saunders received: (1) an annual base salary of $500,000; and (2) $100,000 for each month in which
he served as Interim Chief Executive Officer Pro Tempore of Visa Inc. In his role as Executive Chairman, Mr. Saunders was eligible for a performance bonus
equal to 100%–250% of his annual base compensation earned.
On June 4, 2007, Mr. Saunders executed a new offer letter with Visa International, which we refer to as the letter agreement, pursuant to which he
agreed to serve as our Chairman and Chief Executive Officer until May 15, 2009, subject to extension by the Visa Inc. board of directors. Mr. Saunders has
also agreed to serve as Chairman of our board of directors through at least 90 days following our proposed initial public offering. The letter agreement
superceded the executive chairman letter in all respects.
Under the letter agreement, Mr. Saunders receives an annual base salary of $950,000 and is eligible for an annual performance bonus, with a target
annual bonus of 200%–300% of his annual base salary. For fiscal 2008, the compensation committee has established his target annual bonus at 250% of base
salary. In determining Mr. Saunders's actual annual bonus for fiscal 2007, the transition governance committee took into account the following performance
measures: (a) execution of definitive agreements in connection with the formation of Visa Inc.; and (b) successful achievement of Mr. Saunders's key
responsibilities and primary tasks under his employment agreement. Mr. Saunders's key responsibilities were to provide executive leadership over our
reorganization. Mr. Saunders's primary tasks included: (1) governance: (A) recruiting independent directors of Visa Inc.; (B) leading the development of Visa
Inc.'s board of directors, including composition and criteria for members; (C) developing the Visa group's compensation approach and plans; and
(D) approving reorganization communications for the Visa group; (2) structure: (A) delivering an executed definitive agreement for the establishment of Visa
Inc.; and (B) administering the budget for the Visa group during our reorganization; and (3) organization: (A) capturing and delivering anticipated synergies
from the reorganization; (B) developing the Visa group's organizational structure; (C) developing the Visa group's human resources policies, including
compensation approach; and (D) selecting the Visa group's top management. Mr. Saunders's annual bonus for fiscal 2007 is reported in "—Summary
Compensation Table."
Mr. Saunders's letter agreement also provides that he is eligible for a long-term performance bonus, with a target long-term bonus of 500%–600% of his
annual base compensation. Mr. Saunders's long-term incentive award for fiscal 2007 was determined by the transition governance committee, will become
vested and payable in cash in 2009 and is reported in "—Summary Compensation Table." For fiscal 2008 and beyond, his actual long-term bonus will be
decided by the compensation committee, in its discretion. Mr. Saunders must be in active working status to receive such a bonus, except as described under
"—Potential Payments Upon Termination or Change-in-Control." Either Mr. Saunders or we may terminate Mr. Saunders's employment at any time subject
to payment of the required severance as described below in the case of an involuntary termination.
Mr. Pollitt
On August 28, 2007, Byron H. Pollitt executed an offer letter, dated August 21, 2007, from Visa Inc., pursuant to which Mr. Pollitt agreed to serve as
Chief Financial Officer of Visa Inc., beginning in September 2007.
Mr. Pollitt receives an annual base salary of $650,000 and received a one-time sign-on bonus of $250,000. Mr. Pollitt is also eligible to participate in
the Visa Incentive Plan for fiscal 2008, with a target annual bonus opportunity of 100% of his annual base salary and a maximum annual bonus opportunity of
200% of his annual base salary. The annual bonus earned by Mr. Pollitt will be payable in December 2008. Mr. Pollitt will also be
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