Visa 2008 Annual Report Download - page 280

Upon expiration of the applicable portion of the Period of Restriction, a certificate or certificates representing the Shares as to which the
Period of Restriction has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with
Section 6 hereof; provided, however, that such Shares may nevertheless be evidenced on a noncertificated basis, to the extent not prohibited by applicable law
or the rules of any stock exchange.
5. Termination.
(a) Death and Disability. Upon Termination of the Participant due to death or disability (within the meaning of the Company's, a
Subsidiary's or an Affiliate's long-term disability plan under which the Participant is covered from time to time ("Disability")), then the Period of Restriction
shall immediately lapse as to the full number of Shares of Restricted Stock.
(b) Retirement. Upon Termination of the Participant at or after attainment of normal retirement eligibility under the generally applicable
retirement plan of the Company, a Subsidiary or an Affiliate under which the Participant is covered in his or her home country ("Retirement"), then the Period
of Restriction shall immediately lapse as to the full number of Shares of Restricted Stock.
(c) Other Terminations. Upon Termination of the Participant due to any reason other than death, Disability or Retirement, then all
Restricted Stock for which the Period of Restriction had not lapsed prior to the date of such Termination shall be immediately forfeited.
(d) Change of Control. Notwithstanding any contrary provisions of Section 5(c) of this Agreement, if a Change of Control occurs, and, at
any time prior to the second (2nd) anniversary of the Change of Control, the Participant incurs a Termination, either by the Company, a Subsidiary or an
Affiliate without Cause (as defined below), or by the Participant for Good Reason (as defined below), then the Period of Restriction shall immediately lapse
as to the full number of Shares of Restricted Stock. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted Stock to the extent
such provision conflicts with this Section 5(d).
6. Taxes and Withholdings.
Upon the expiration of the applicable portion of the Period of Restriction, as of which the value of any Shares of Restricted Stock first
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
Shares shall be satisfied by the Company withholding Shares otherwise deliverable to the Participant pursuant to the Restricted Stock 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.
Notwithstanding the immediately preceding paragraph, in the event the Participant makes an election pursuant to Section 83(b) of the
Code, or the value of any Shares of Restricted Stock otherwise becomes includible in the Participant's gross income for income tax purposes prior to the
expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements, in accordance with Article
XVI of the Plan, for the satisfaction of) any taxes of any kind required by law to be withheld with respect to such Shares; provided, however, that pursuant to
any procedures, and subject to any limitations as the Committee may prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or
in part, such withholding obligations by tendering to the Company Shares owned by the Participant (or the Participant and the Participant's spouse jointly) and
purchased or held for the requisite period of time as may be required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting
charge, based on the Fair Market Value of the Shares on the payment date as determined by the Committee. Any such election made by the Participant must
be irrevocable, made in
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