Visa 2008 Annual Report Download - page 232

Table of Contents
(1) The excise tax gross-up at September 30, 2008 is dependent in large part on a five-year historical compensation average. During this five-year period
(2002 to 2007), Mr. Saunders received fees as a non-employee director but did not receive compensation as the Chief Executive Officer or otherwise as
an employee. Excise tax is generally triggered when payments contingent on a change in control exceed three times this historical average.
Accordingly, Mr. Saunders's unusually low five-year historical average compensation in comparison with Mr. Saunders's current compensation results
in a substantial excise tax gross-up. In future years, as the five-year average begins to reflect actual compensation as the Chief Executive Officer, the
excise tax gross-up is expected to diminish.
Mr. Pollitt
Termination Payments & Benefits
Incremental Benefits Due to Termination Event
Involuntary
Not For
Cause
Termination
($)
Involuntary
Not For
Cause
Termination
or Voluntary
Good Reason
Termination
Following
Change of
Control
($)
Disability
($)
Death
($)
Cash Long-Term Incentive Plan (unvested) 0 0 0 0
Thrift Plan (unvested) 0 0 16,902 16,902
Excess Thrift Plan (unvested) 0 0 9,779 9,779
Health and Welfare Benefits 46,199 46,199 38,214 10,045
Disability Income 0 0 2,078,232 0
Excise Tax Gross-Up 0 1,739,256 0 0
Cash Severance 2,600,000 2,600,000 0 0
Pro-rata incentive for fiscal 2008 650,000 650,000 650,000 650,000
Unvested Restricted Shares 0 0 0 0
Unvested Options 3,695,097 3,695,097 3,695,097 3,695,097
Total 6,991,296 8,730,552 6,488,224 4,381,823
Mr. Morris
Termination Payments & Benefits
Incremental Benefits Due to Termination Event
Involuntary
Not For
Cause
Termination
($)
Involuntary
Not For
Cause
Termination
or Voluntary
Good Reason
Termination
Following
Change of
Control
($)
Disability
($)
Death
($)
Cash Long-Term Incentive Plan (unvested) 0 0 0 0
Thrift Plan (unvested) 0 0 18,434 18,434
Excess Thrift Plan (unvested) 0 0 16,941 16,941
Health and Welfare Benefits 46,199 46,199 38,214 10,045
Disability Income 0 0 3,711,081 0
Excise Tax Gross-Up 0 0 0 0
Cash Severance 3,750,000 3,750,000 0 0
Pro-rata incentive for fiscal 2008 1,125,000 1,125,000 1,125,000 1,125,000
Unvested Restricted Shares 0 0 0 0
Unvested Options 6,821,697 6,821,697 6,821,697 6,821,697
Total 11,742,896 11,742,896 11,731,367 7,992,117