Visa 2008 Annual Report Download - page 275

5. Payment of Restricted Stock Units.
As soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90
days following the date of such lapse, the Company shall cause to be delivered to the Participant (a) the full number of Shares underlying the Restricted Stock
Units as to which such portion of the Period of Restriction has so lapsed, (b) a cash payment determined by reference to the then-current Fair Market Value of
such Shares or (c) a combination of Shares and such cash payment as the Committee, in its sole discretion, shall determine, subject to satisfaction of
applicable tax withholding obligations with respect thereto in accordance with Section 6 of this Agreement; provided, however, that if the Participant's
Termination occurs under any circumstances other than death, any such delivery of Shares or cash payment due to lapse of the Period of Restriction upon such
Termination shall be delayed for six months from the date of such Participant's Retirement if the Participant is a "specified employee" (as such term is defined
in Section 409A(a)(2)(B)(i) of the Code).
6. Taxes and Withholdings.
Upon the expiration of the applicable portion of the Period of Restriction, or as of which the value of any Restricted Stock Units
otherwise becomes includible in the Participant's gross income for income tax purposes, any taxes of any kind required by law to be withheld with respect to
such Restricted Stock Units shall be satisfied by the Company withholding Shares or cash otherwise deliverable or payable to the Participant pursuant to the
Restricted Stock Unit award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required Federal,
state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax
purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to any procedures, and subject to any limitations as the
Committee may prescribe and subject to applicable law, based on the Fair Market Value of the Shares on the payment date. The Company, a Subsidiary or an
Affiliate may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with
Article XVI of the Plan
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 Units, 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 Units or any aspect of the
Restricted Stock Units to reduce or eliminate the Participant's (or his or her beneficiary's) liability for such tax.
7. No Rights as a Shareholder Prior to Issuance of Shares.
Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor
have any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares, if any, have been actually issued to
the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement.
8. No Right to Continued Employment.
Neither the Restricted Stock Units 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 Units hereunder.
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