Visa 2007 Annual Report Download - page 190

Table of Contents
receive as severance: (a) a lump sum payment equal to two years' base salary plus two times his target annual performance bonus (at 250% of his base salary)
for the year of termination; and (b) the full value of any long-term performance bonus he would otherwise have received during the two-year period following
his termination, payable at the time long-term bonuses are payable to active employees. Payment of Mr. Saunders's severance may be delayed for six months
following his termination if necessary to avoid a violation of Internal Revenue Code Section 409A. To receive these severance benefits, Mr. Saunders is
required to execute a general release of all claims against Visa. In the event that payments made to Mr. Saunders upon his termination of employment are
subject to the excise tax imposed on excess parachute payments under the Internal Revenue Code, he will receive an additional amount to place him in the
same after-tax position as if this excise tax did not apply to those payments.
Messrs. Saunders, Pollitt, Morris, Sheedy, Floum and Partridge
Payments Made Upon Termination. Regardless of the manner in which Messrs. Saunders's, Pollitt's, Morris's, Sheedy's, Floum's or Partridge's
employment terminates, each executive may be entitled to receive amounts earned during his term of employment. Such amounts include:
• awards earned under the annual incentive plan during the fiscal year;
• grants pursuant to the long-term cash incentive plan for the most recently completed cycle (other than Mr. Saunders whose benefits are described
above);
• amounts contributed under the Visa Thrift Plan and the Visa Deferred Compensation Plan;
• amounts vested under the Visa Excess Thrift Plan;
• unused paid time off; and
• amounts accrued and vested through our Visa Retirement Plan and Visa Excess Retirement Plan.
Payments Made Upon Retirement. In the event of the retirement of Messrs. Saunders, Pollitt, Morris, Sheedy, Floum and Partridge, assuming each
executive was eligible for early or normal retirement, in addition to the items identified above:
• each executive officer (other than Mr. Saunders whose benefits are described above) is entitled to receive a prorated share of each outstanding
long-term cash incentive plan cycle upon the completion of such cycle; and
• each executive will continue to receive health and welfare benefits until he reaches age 65 and will receive health and welfare benefits for his
dependants, as applicable.
Payments Made Upon Involuntary Not For Cause Termination. Messrs. Pollitt, Morris, Sheedy and Floum participate in the Visa Inc. Severance
Benefit Plan. In the event of the involuntary termination of any such executive officers not for "cause," in addition to the items identified above:
• each executive officer will receive a lump sum severance payment equivalent to 18 months of base salary and target annual bonus;
• each executive officer will continue to receive health and welfare benefits through the earlier of the time when the executive becomes covered by
another employer's health and welfare plans, or the completion of the severance period;
• each executive officer will continue to receive life insurance coverage for one year;
• each executive officer, if applicable, will be entitled to receive a lump sum amount representing a pro rata portion of each outstanding long-term
cash incentive plan cycle through the severance period and a lump sum amount representing a pro rata portion (or, in the case of Mr. Floum, a
full payment) of any other outstanding grant under the long-term cash incentive plan;
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