Visa 2008 Annual Report Download - page 231

Table of Contents
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 each executive for any legal fees and expenses that he or she may reasonably incur in connection with any dispute
involving such executive's employment agreement, provided that he or she prevails on any material issue in such dispute. Each executive's employment
agreements contains restrictive covenants, which prohibit the executive from disclosing confidential information he or she obtained while employed by us and
from soliciting our employees and customers during the executive's employment period and for the one-year period following the termination of his or her
employment.
The initial employment agreement with Mr. Morris, which has now been replaced by the new agreement, provided relocation benefits to assist with his
relocation to the San Francisco area including (i) payment of temporary living expenses for up to six months and (ii) 50 round-trip airline tickets for travel
between San Francisco and the east coast during the one-year period following commencement of his employment.
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, 2008 and
include estimates of the amounts that 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. 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 Inc.
Mr. Saunders
Termination Payments & Benefits
Incremental Benefits Due to Termination Event
Involuntary
Not For
Cause
Termination
or Voluntary
Good Reason
Termination
($)
Involuntary
Not For
Cause
Termination
or Voluntary
Good Reason
Termination
Following
Change of
Control
($)
Disability
($)
Death
($)
Cash Long-Term Incentive Plan (unvested) 4,805,130 4,805,130 4,805,130 4,805,130
Thrift Plan (unvested) 0 0 18,180 18,180
Excess Thrift Plan (unvested) 0 0 33,481 33,481
Health and Welfare Benefits 120,891 120,891 120,891 60,945
Disability Income 0 0 623,240 0
Excise Tax Gross-Up 0 7,706,572(1) 0 0
Cash Severance 9,975,000 9,975,000 9,975,000 0
Pro-rata incentive for fiscal 2008 2,375,000 2,375,000 2,375,000 2,375,000
Unvested Restricted Shares 662,705 662,705 662,705 662,705
Unvested Options 12,506,453 12,506,453 12,506,453 12,506,453
Total 30,445,179 38,151,751 31,120,080 20,461,895
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