Visa 2008 Annual Report Download - page 270

writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. In the
event that the Participant elects immediate Federal income taxation with respect to all or any portion of this award of Restricted Stock pursuant to
Section 83(b) of the Code, the Participant agrees to deliver a copy of such election to the Company within ten (10) days after filing such election with the
Internal Revenue Service.
Regardless of any action the Company, an Affiliate and/or a Subsidiary takes with respect to any or all tax withholding (including social
insurance contribution obligations, if any), the Participant acknowledges that the ultimate liability for all such taxes is and remains the Participant's
responsibility (or that of the Participant's beneficiary), and that none of the Company, an Affiliate and/or a Subsidiary: (a) makes any representations or
undertakings regarding the treatment of any tax withholding in connection with any aspect of the Restricted Stock, including the grant or vesting thereof, the
subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Restricted Stock or any aspect of the Restricted Stock
to reduce or eliminate the Participant's (or his or her beneficiary's) liability for such tax.
7. Rights as a Shareholder.
The Participant shall have all rights of a shareholder (including, without limitation, dividend and voting rights) with respect to the
Restricted Stock, for record dates occurring on or after the Grant Date and prior to the date any such Shares of Restricted Stock are forfeited in accordance
with this Agreement, except that any dividends or distributions paid in Shares or other securities (including, without limitation, any change in the shares of
Restricted Stock pursuant to Section 4.2 of the Plan) with respect to the Restricted Stock shall, during the Period of Restriction, be deposited with the
Company or any holder appointed pursuant to Section 4 hereof, together with a stock power endorsed in blank or other appropriate instrument of transfer, or
credited to the Participant's book-entry account established under Section 4 hereof, as applicable, and shall be subject to the same restrictions (including,
without limitation, the Period of Restriction) as such Restricted Stock and otherwise considered to be such Restricted Stock for all purposes hereunder.
8. No Right to Continued Employment.
Neither the Restricted Stock nor any terms contained in this Agreement shall confer upon the Participant any rights or claims except in
accordance with the express provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the
employment or service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of compensation, nor
restrict in any way the right of the Company or any Subsidiary or Affiliate, which right is hereby expressly reserved, to modify or terminate the Participant's
employment or service at any time for any reason. The Participant acknowledges and agrees that any right to lapse of the Period of Restriction is earned only
by continuing as an employee of the Company or a Subsidiary or Affiliate at the will of the Company or such Subsidiary or Affiliate, or satisfaction of any
other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being granted the Restricted Stock
hereunder.
9. The Plan.
By accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant shall be
conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and this Agreement
and any action taken under the Plan by the Board, the Committee or the Company, in any case in accordance with the terms and conditions of the Plan. In the
event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to
be modified accordingly. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to
such rules, policies and regulations as may from time to time be adopted by the Committee. The Plan and the prospectus describing the Plan can be found on
the Company's HR intranet. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant's written request to the
Company in California, Attention: Stock Plan Administrator.
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