Visa 2008 Annual Report Download - page 279

Visa Inc.
2007 Equity Incentive Compensation Plan
Restricted Stock Award Agreement
This Restricted Stock Award Agreement (this "Agreement") dated as of the Grant Date (the "Grant Date") set forth in the Notice of
Restricted Stock Grant attached as Schedule A hereto (the "Grant Notice") is made between Visa Inc. (the "Company") and the Participant set forth in the
Grant Notice. The Grant Notice is included in and made part of this Agreement.
1. Definitions.
Capitalized terms used but not defined herein have the meaning set forth in the Visa Inc. 2007 Equity Incentive Compensation Plan (the
"Plan").
2. Grant of the Restricted Stock.
Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the
Plan, the number of Shares of Restricted Stock set forth in the Grant Notice (the "Restricted Stock").
3. Period of Restriction.
The Period of Restriction with respect to the Restricted Stock shall be as set forth in the Grant Notice (the "Period of Restriction"). The
Participant acknowledges that prior to the expiration of the applicable portion of the Period of Restriction, the Restricted Stock may not be sold, transferred,
pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of (whether voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Period of
Restriction, the restrictions set forth in this Agreement with respect to the Restricted Stock theretofore subject to such expired Period of Restriction shall
lapse, except as may be provided in accordance with Section 10 hereof.
4. Evidence of Shares; Legend.
The Participant agrees that, in the Company's discretion, the Participant's ownership of the Restricted Stock may be evidenced solely by a
"book entry" (i.e., a computerized or manual entry) in the records of the Company or its designated stock transfer agent in the Participant's name, which shall
be subject to a stop transfer order consistent with this Agreement and the legend set forth in this Section 4 below.
If, however, during the Period of Restriction the Restricted Stock is evidenced by a stock certificate or certificates, registered in the
Participant's name, the Participant acknowledges that upon receipt of such stock certificate or certificates, such certificates shall bear the following legend and
such other legends as may be required by law or contract:
"These shares have been issued pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan") and are subject to forfeiture to Visa
Inc. in accordance with the terms of the Plan and an Agreement between Visa Inc. and the person in whose name the certificate is registered. These
shares may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of except in accordance with the
terms of the Plan and said Agreement."
The Participant agrees that upon receipt of any such stock certificates for the Restricted Stock the Participant shall deposit each such certificate with the
Company, or such other escrow holder as the Committee may appoint, together with a stock power endorsed in blank or other appropriate instrument of
transfer, to be held by the Company or such escrow holder until the expiration of the applicable portion of the Period of Restriction.
2