Visa 2008 Annual Report Download - page 229

Table of Contents
If, during the employment period, Mr. Saunders's employment is terminated by us without "cause" or by Mr. Saunders for "good reason" (each as
defined in his employment agreement), Mr. Saunders is entitled to receive (i) certain accrued payments and benefits, (ii) (x) if the termination occurs during
the post-initial public offering reliance period for purposes of Section 162(m) of the Internal Revenue Code, a pro-rata annual incentive payment based on his
target annual incentive payment and (y) if the termination occurs after such period, a pro-rata annual incentive payment based on our actual performance and
(iii) a lump sum cash payment equal to three times the sum of his annual base salary and target annual incentive payment. In addition, upon such a termination
Mr. Saunders and his spouse will be entitled to continued health care benefits (or supplemental coverage to Medicare, as applicable) for the remainder of their
lives, which will be provided to them through a combination of continued coverage under our plans and cash payments and Mr. Saunders's equity-based
compensation awards will be treated as follows:
• all stock options held by Mr. Saunders that are outstanding as of the date of termination will vest in full and become immediately exercisable for
the remainder of their term;
• all equity-based compensation awards (other than stock options) held by Mr. Saunders that are outstanding as of the date of termination which
(i) were granted to Mr. Saunders during the post-initial public offering reliance period for purposes of Section 162(m) of the Internal Revenue
Code or (ii) which were otherwise not intended to satisfy the "qualified performance-based" exception of Section 162(m) of the Internal Revenue
Code, will vest in full and all restrictions on these awards will lapse;
• all equity-based compensation awards (other than stock options) held by Mr. Saunders that are outstanding as of the date of termination which
(i) were granted to Mr. Saunders following the post-initial public offering reliance period for purposes of Section 162(m) of the Internal Revenue
Code and (ii) were intended to satisfy the "qualified performance-based" exception of Section 162(m) of the Internal Revenue Code will remain
outstanding and continue to vest (or be forfeited) in accordance with the terms of the applicable award agreement; and
• any cash-based long-term incentive awards that were granted to Mr. Saunders prior to the employment period will vest in full, and amounts in
respect of these awards will be paid to him on the date they would have otherwise been paid had he remained employed with us.
To receive these severance benefits, Mr. Saunders is required to execute a general release of claims against Visa Inc. The pro-rata incentive payment
and lump-sum severance payments and payments in respect of certain of Mr. Saunders' equity-based compensation awards may be delayed for six months
following his "separation from service" with us if such delay in payments is necessary to comply with Internal Revenue Code Section 409A, and any delayed
cash payments will accrue interest at the then-applicable federal rate.
Mr. Saunders is entitled to a tax gross-up payment to make him whole for any excise tax imposed under Internal Revenue Code Section 4999 on
change-in-control severance payments or benefits received by Mr. Saunders, unless the value of the payments and benefits does not exceed 110% of the
greatest amount that could be paid to him without incurring the excise tax, in which case the payments and benefits will be reduced below the greatest amount
that could be paid to him without incurring the excise tax.
We are also required to reimburse Mr. Saunders for any legal fees and expenses that he may reasonably incur in connection with any dispute involving
his employment agreement provided that he prevails on any material issue in such dispute. Mr. Saunders's employment agreement contains restrictive
covenants, which prohibit him from disclosing confidential information obtained while employed by us and from soliciting our employees and customers
during the employment period and for the one-year period following termination of his employment.
227