Visa 2008 Annual Report Download - page 302

Performance Cycle due to death or Disability (as defined below), by the Company without Cause (as defined below) , by the Participant for Good Reason (as
defined below) prior to a Change of Control or 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"), the Participant shall be fully vested in
all of his or her Performance Shares that have been earned pursuant to Section 3(a)(iii) but are not yet vested under Section 3(b). If Termination of the
Participant occurs due to death or Disability, by the Company without Cause, by the Participant for Good Reason prior to a Change of Control or Retirement,
in each case, prior to the end of the Performance Cycle, as of the last day of the Performance Cycle, all of the Performance Shares (if any) subject to this
Award shall be eligible to be earned (based on actual performance through the end of the Performance Cycle), and any such earned Performance Shares shall
be fully vested.
5. Change of Control. Notwithstanding Sections 2, 3 or 4 of this Agreement to the contrary, if a Change of Control occurs, and, at any later time
prior to the second (2nd) anniversary of the Change of Control, but after the end of the Performance Cycle, the Participant incurs a Termination, either by the
Company, a Subsidiary or an Affiliate without Cause, or by the Participant for Good Reason, then the Participant shall be fully vested in all of the
Performance Shares subject to this Award that have been earned pursuant to Section 3(a)(iii) but not yet vested under Section 3(b) (provided that, if such
Change of Control occurs prior to the end of the Performance Cycle, the percentage of Performance Shares subject to this Award earned shall be based on the
deemed achievement of the Target Performance Level (within the meaning of Section 3(a)(iii)), and such earned Performance Shares shall be fully vested
upon any such Termination). For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Performance Shares subject to this Agreement to
the extent such provision conflicts with this Section 5.
6. Restrictions on Transfer. Performance Shares may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any
manner except (a) by will or the laws of descent and distribution or (b) as otherwise permitted pursuant to the Plan.
7. Dividend Equivalents. Each Performance Share subject to this Award shall entitle the Participant to Dividend Equivalents with respect to
regular cash dividends that would otherwise be paid on one Share during the period from the date such Performance Share is earned in accordance with
Section 3(a) to the date such Performance Share is paid in accordance with Section 2 or forfeited in accordance with Section 4(a). 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.
8. No Rights as a Shareholder Prior to Issuance of Shares. Neither the Participant nor any other person shall become the beneficial owner of any
Shares underlying the Performance Shares subject to this Award, 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 in satisfaction of the Company's obligations under this Award, in the time and manner
specified in Section 2, and such Shares are transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this
Agreement.
3