Visa 2007 Annual Report Download - page 191

Table of Contents
• each executive officer will be entitled to receive outplacement services; and
• each executive officer will be credited with additional years of service, equal to the severance period, for purposes of retirement vesting or early
retirement eligibility, if applicable.
Mr. Partridge is covered by the severance provisions of his individual employment agreement and not this plan.
Payments Made Upon Death or Disability. In the event of the death or disability of Messrs. Pollitt, Morris, Sheedy, Floum or Partridge, in addition to
the benefits listed under "—Payments Made Upon Termination" and "—Payments Made Upon Retirement," each executive officer (or his estate) will receive
benefits under our disability plan or payments under our life insurance plan, as appropriate. Under the terms of the Visa Thrift Plan and Visa Excess Thrift
Plan, if an employee is terminated as a result of disability or death, the unvested portion of such employee's plan balance becomes due to the employee or
their designated beneficiary.
Payments Made Upon a Change-in-Control
If there is a change of control of Inovant, in which Mr. Partridge is not retained as Chief Executive Officer or is either terminated by Visa without cause
or quits for good reason within six months thereafter, all outstanding long-term incentive plan awards will have their vesting accelerated in full, and his award
for the fiscal year in which the event occurs will be subject to pro rata acceleration of vesting. Neither the reorganization nor our proposed initial public
offering constitute a change of control for this purpose.
In the event that payments made to Mr. Partridge upon his termination of employment are considered "parachute" payments and result in an excise tax,
he will receive an additional amount equal to the excise tax on such "parachute" payments and on such additional amount itself.
In the event that payments made to Messrs. Pollitt, Morris, Sheedy or Floum upon their termination of employment may be considered "parachute"
payments, each of these executive officers will receive the greater of the net amount they would retain after excise taxes are imposed upon their excess
parachute payments or the maximum severance payment allowed without triggering a parachute payment.
Quantification of Termination Payments and Benefits
The tables below reflect the amount of compensation that would be paid to each of our named executive officers in the event of termination of such
executive officer's employment under various scenarios. The amounts shown assume that such termination was effective as of September 30, 2007 and
include estimates of the amounts which would be paid to each executive officer upon such executive officer's termination. The tables only include additional
benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan for any other reason. For
further information see "—Grants of Plan-Based Awards," "—Pension Benefits" and "—Nonqualified Deferred Compensation." Payments that would be made
over a period of time have been estimated as the lump sum present value using 120% of the Applicable Federal Rate (with the exception of the Retirement
Plan benefit). The actual amounts to be paid can only be determined at the time of such executive officer's separation from Visa.
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