Visa 2008 Annual Report Download - page 217

Table of Contents
under the equity incentive plan is delivered and all restrictions on those shares have lapsed, unless the plan is terminated earlier by our board of directors. No
awards may be granted under the plan on or after 10 years from its effective date.
The compensation committee and, with respect to our non-employee directors, the board of directors administers the equity incentive plan and
determines, in its discretion and in accordance with the plan, the non-employee directors, employees and consultants that may be granted awards under the
equity incentive plan, the size and types of awards, the terms and conditions of awards, including vesting and forfeiture conditions, the timing of awards and
the form and content of the award agreements.
The compensation committee approved the grant of stock options, restricted stock and restricted stock units upon our initial public offering to our
employees (including our executive officers) and the board of directors approved the grant of restricted stock and restricted stock units to our non-employee
directors. The compensation committee determined that grants to executive officers and other key employees made upon the initial public offering would be
delivered primarily in the form of stock options. In determining the form of the awards and the amounts of the stock option awards for our executive officers,
the compensation committee considered the practices of recent comparable initial public offerings to ensure competitiveness while recognizing that these were
one-time special awards in connection with our initial public offering, which replaced the prior cash LTIP for fiscal 2008, and to align the executive officers'
compensation with shareholder interests.
The compensation committee also granted to some executive officers restricted stock or restricted stock units upon our initial public offering in
connection with a 2007 special bonus program. Under this program, one-half of a special bonus awarded in 2007 was converted into, and delivered in, shares
of restricted stock or restricted stock units upon our initial public offering. The restricted stock and restricted stock unit awards made to our executive officers
in connection with the special bonus program will vest on the first anniversary of the grant date, which is March 18, 2009. The special bonus is not an ongoing
component of our compensation plan.
Stock Grant Practices. The compensation committee has adopted a policy with respect to equity awards that contains procedures to prevent stock
option backdating or other timing issues, as well as to implement corporate governance standards. Under this policy, the compensation committee approves
annual grants to executive officers and other members of the executive leadership team at a meeting to occur during the quarter following the fiscal year end.
The compensation committee has delegated the authority to the CEO as the sole member of the stock committee to make annual awards to other employees.
The grant date for annual awards approved by the stock committee shall be the same as the date established for the grants to the executive leadership team.
In addition to the annual grants, stock awards may be granted at other times during the year to new hires, employees receiving a promotion and in other
special circumstances. The policy requires that only the compensation committee may make such "off-cycle" grants to executive officers and other members
of the executive leadership team. The compensation committee has delegated the authority to the stock committee to make "off-cycle" grants to employees
who are not members of the executive leadership team, subject to guidelines established by the compensation committee. Any "off-cycle" awards approved by
the stock committee must be granted on the fourth business day after we publicly announce earnings. For all newly issued option awards, the exercise price of
the option award will be the closing price on the date of the grant.
Stock Ownership Guidelines. In February 2008, the compensation committee established stock ownership guidelines for our executive officers and
selected other employees. These guidelines
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