Visa 2008 Annual Report Download - page 216

Table of Contents
percentage of salary for our named executive officers and the threshold, target, maximum and actual payout amounts. The actual payout amount is computed
based on the actual performance, as outlined above, under the annual incentive plan for fiscal 2008.
2008
Target Award
(% of base
salary)
2008
Threshold Award
(50% of Target
Award) ($)
2008
Target Award
(100% of Target
Award) ($)
2008
Maximum Award
(200% of Target
Award) ($)
2008
Actual
Award ($)
Joseph W. Saunders 250 1,187,500 2,375,000 4,750,000 4,512,500
Byron H. Pollitt 100 325,000 650,000 1,300,000 1,300,000
John C. (Hans) Morris 150 562,500 1,125,000 2,250,000 2,150,000
John M. Partridge 150 562,500 1,125,000 2,250,000 2,250,000
Joshua R. Floum 100 277,500 555,000 1,110,000 1,050,000
The following table provides a supplemental breakdown of the three components that make up the actual 2008 award (excluding any discretionary
award). Both the dollar amount of the award and the award as a percentage of the target are displayed for each component.
Corporate
Component
based on
Net Income
% of
Target
Corporate
Component
based on
Success of
IPO
% of
Target
Individual
Component
% of
Target
Total 2008
Award
% of
Target
Joseph W. Saunders 1,900,000 200% 1,900,000 200% 712,500 150% 4,512,500 190%
Byron H. Pollitt 455,000 200% 455,000 200% 390,000 200% 1,300,000 200%
John C. (Hans) Morris 787,500 200% 787,500 200% 575,000 170% 2,150,000 191%
John M. Partridge 787,500 200% 787,500 200% 675,000 200% 2,250,000 200%
Joshua R. Floum 388,500 200% 388,500 200% 273,000 164% 1,050,000 189%
Long-Term Incentive Compensation
Prior to the reorganization, cash-based awards under the long-term incentive plan, or LTIP awards were generally provided through plans maintained by
Visa U.S.A. (and its majority-owned subsidiary, Inovant). No cash-based LTIP awards were made during fiscal 2008. Instead, we provided equity awards in
conjunction with our initial public offering for our employees pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. Although no new cash
LTIP awards have been made (and such awards will no longer be made) under the long-term incentive plans, the plans will remain in effect for the past
awards that have not yet vested or been settled.
The Visa Inc. 2007 Equity Incentive Compensation Plan, which we refer to as the equity incentive plan, was adopted to award long-term compensation
following our reorganization. The equity incentive plan is designed to align management interests with those of stockholders, provide opportunities for wealth
creation and ownership, and encourage a long-term focus, all of which we believe promote retention and enable us to attract and motivate participants.
Specifically, the equity incentive plan is intended to promote our long-term success and increase stockholder value by attracting, motivating and retaining our
non-employee directors, officers, employees and consultants. To achieve this purpose, the equity incentive plan allows the flexibility to award stock options,
stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards, cash-based awards and other
equity-based awards to eligible persons, covering a total of up to 59,000,000 shares of our class A common stock. The type(s) of equity award to be granted is
determined annually by the compensation committee, which considers both the market practices and the desired impact of the incentive award in making its
decision.
The equity incentive plan became effective in October 2007 upon the completion of our reorganization. The equity incentive plan will continue in effect
until all of the common stock available
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