Visa 2007 Annual Report Download - page 189

Table of Contents
eligible for a long-term performance bonus, with a fiscal 2008 target long-term bonus value of $1,500,000, and his actual long-term bonus value will be
determined based on an evaluation of Mr. Pollitt's performance by our Chief Executive Officer, subject to approval by the compensation committee.
Mr. Pollitt will also receive a long-term award of $1,750,000, which will be payable in shares of Visa Inc. common stock, if approved by our board of
directors. If our board of directors deems payment of this long-term award in stock impractical, this award will be paid in cash. Either Mr. Pollitt or we may
terminate Mr. Pollitt's employment at any time subject to any payment of the required severance as described below in the case of an involuntary termination.
Mr. Morris
On June 26, 2007, John (Hans) C. Morris executed an offer letter, dated June 20, 2007, from Visa Inc., which Mr. Morris agreed to serve as President of
Visa Inc., beginning July 23, 2007.
Mr. Morris receives an annual base salary of $750,000. Mr. Morris also received a one-time sign-on bonus of $2,500,000, which will be forfeited in full
or in part unless Mr. Morris remains employed with Visa Inc. for a term of four years. Mr. Morris is also eligible to participate in the Visa Incentive Plan, with
a target bonus opportunity of 150% of his annual base salary and a maximum annual bonus opportunity of 300% of annual base salary. For fiscal 2007,
Mr. Morris received a bonus of $843,750. Mr. Morris will also be eligible for a long-term performance bonus, with a fiscal 2008 target long-term bonus value
of $6,000,000, consisting of a one-time award of $2,000,000 and an ongoing annual award of $4,000,000. Mr. Morris's actual long-term bonus will be
determined based on evaluation of Mr. Morris's performance by our Chief Executive Officer, subject to approval by the compensation committee. All or a
portion of this award may be payable in shares of Visa Inc. common stock as approved by the board of directors. In addition, to assist Mr. Morris with his
relocation to the San Francisco area, we will provide Mr. Morris with: (i) payment of temporary living expenses for up to six months; and (ii) fifty round trip
airline tickets for travel between San Francisco and the east coast during the one year period following commencement of his employment.
Either Mr. Morris or we may terminate Mr. Morris's employment at any time subject to any payment of the required severance as described below in
the case of an involuntary termination.
Mr. Partridge
Pursuant to the employment agreement between Inovant and John M. Partridge, dated at October 1, 2004, Mr. Partridge agreed to serve as the President
and Chief Executive Officer of Inovant. In addition, Mr. Partridge was appointed Chief Operating Officer of Visa Inc. in connection with the reorganization.
Under the agreement, Mr. Partridge received an annual base salary of $625,000, which was increased to $750,000 effective September 1, 2007.
Mr. Partridge was eligible for an annual performance bonus with a target of 75% of his base salary for fiscal 2007, which was increased to 150% of his base
salary for fiscal 2008.
The agreement terminates on December 31, 2009, subject to extension by Visa under certain circumstances. Mr. Partridge has agreed to an 18 month
non-solicitation period upon cessation of employment.
Potential Payments Upon Termination or Change-in-Control
Mr. Saunders
Following termination of Mr. Saunders's employment without cause (as defined in his offer letter), Mr. Saunders and his spouse will be eligible for
health benefits through the earlier of his eligibility for health benefits from another employer or age 65. Mr. Saunders will be required to pay that portion of
the cost of these benefits that is paid by active employees. Additionally, in the event Mr. Saunders's employment is involuntarily terminated without cause or
due to disability prior to May 15, 2009, Mr. Saunders or his beneficiaries will
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