Visa 2007 Annual Report Download - page 204

Table of Contents
In addition, we will grant Visa Europe a put option to require us to purchase from the Visa Europe members all of the issued shares of capital stock of
Visa Europe. The put option may be exercised by Visa Europe at any time after the first anniversary of our proposed initial public offering.
The price per share at which both the call option and the put option will be exercisable will be calculated by, first, multiplying (A) the sum of (i) the
projected sustainable net operating income of Visa Europe and its affiliates for the 12 months starting with the beginning of the calendar quarter commencing
immediately after the exercise of the relevant option, subject to certain additional adjustments to account for, among other things, assets not transferred to us
pursuant to the relevant option, (ii) an allocable portion of the fully phased-in cost synergies that would be achievable through the contribution of the
operations of Visa Europe to our net operating income, on a pro forma basis, during the same twelve-month period and (iii) $5,000,000 (on a pre-tax basis),
by (B) a fraction, the numerator of which is the average Visa Inc. price per share on its primary listing exchange for the 30 trading days preceding the exercise
of the relevant option and the denominator of which is the median I/B/E/S estimate of the net income per share of our common stock for the 12 months
starting with the next calendar quarter immediately after the exercise of the call option or the put option, as applicable.
The resulting price per share will then be increased by the sum of (i) the fair market value of all shares of our common stock owned by Visa Europe or
any of its affiliates that will be acquired by Visa Inc. upon the closing of the call option or the put option plus (ii) the aggregate amount of any surplus capital
of Visa Europe, plus (iii) the aggregate exercise price actually received by Visa Europe on conversion or exchange of convertible or exchangeable securities,
less the sum of (a) the estimated amount of one-time costs associated with achieving the allocated portion of cost synergies added to Visa Europe's projected
sustainable net operating income, plus (b) the aggregate amount of any indebtedness of Visa Europe to the extent incurred to generate surplus capital,
dividends or other distributions to shareholders of Visa Europe, plus (c) without duplication, the aggregate amount of any contingent liabilities with respect to
Visa Europe or the business and assets acquired by us. If the call option or the put option is settled on a date that is prior to the date that is three years after the
consummation of the initial public offering, we will have the option to deliver the option exercise price entirely in cash or a portion in cash and a portion in
our publicly traded common stock up to a specified percentage that is tied to a formula based on the percentage of class C common stock originally received
by all holders of class C common stock other than Visa Europe which will have been redeemed by us or which will have become freely transferable without
restriction.
Visa Europe in its sole discretion may determine to include or exclude some or all of its non-core Visa assets in the put option or the call option as the
case may be.
Visa Europe has agreed that Visa Europe will not, prior to an exercise of the put option or the call option, conduct an initial public offering of any
capital stock of Visa Europe unless the Visa Europe business of authorizing, clearing and settling payments transactions branded under the Visa marks and
those rights, assets, operations and properties that are solely used in or solely related to conducting the foregoing business would be transferred back to Visa
Inc. or a subsidiary thereof prior to the consummation of the put option or the call option, as the case may be.
Director Independence
Each of our audit and risk, compensation and nominating/corporate governance committees is comprised of three or more directors, who are
"independent" under the rules of the New York Stock Exchange, the Nasdaq Stock Exchange and applicable SEC rules. Currently, the following individuals
serve on our board of directors as independent directors within the independence standards of the New York Stock Exchange, the Nasdaq Stock Exchange and
applicable SEC rules: Thomas Campbell, Gary Coughlan, Mary B. Cranston, Francisco Javier Fernandez-Carbajal, Suzanne Nora Johnson, Robert W.
Matschullat, Cathy Elizabeth Minehan, David J. Pang, William Shanahan and John A. Swainson.
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