Visa 2008 Annual Report Download - page 285

Visa Inc.
2007 Equity Incentive Compensation Plan
Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of the Grant Date (the "Grant Date") set forth in the Notice of
Restricted Stock Unit 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 Units.
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 Restricted Stock Units set forth in the Grant Notice (the "Restricted Stock Units").
3. Dividend Equivalents.
Each Restricted Stock Unit shall accrue Dividend Equivalents with respect to regular cash dividends that would otherwise be paid on the
Share underlying such Restricted Stock Unit during the period from the Grant Date to the date such Share is delivered in accordance with Section 5. Any such
Dividend Equivalent shall be paid to the Participant at (or within thirty (30) days following) the time such related dividends are paid to holders of Shares.
4. Period of Restriction; Termination.
The Period of Restriction with respect to the Restricted Stock Units shall be as set forth in the Grant Notice. Subject to the terms of the
Plan and the remaining provisions of this Section 4, all Restricted Stock Units for which the Period of Restriction had not lapsed prior to the date of the
Participant's Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary:
(a) Death and Disability. Upon Termination of the Participant due to death or disability (within the meaning of the Company's or its
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 Restricted Stock Units.
(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 Restricted Stock Units.
(c) Other Terminations. Upon Termination of the Participant due to any reason other than death, Disability or Retirement, then all
Restricted Stock Units 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 4(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 Restricted Stock Units. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted Stock Units to the
extent such provision conflicts with this Section 4(d).
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