Visa 2008 Annual Report Download - page 306

Exhibit 10.37
Form of Performance Share Award Agreement for Executives with Employment Agreements
VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN
Performance Share Award Agreement
This PERFORMANCE SHARE AWARD AGREEMENT (this "Agreement"), dated November 5, 2008 (the "Grant Date"), is by and between
VISA INC. (the "Company") and [—] (the "Participant"), pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan"). Capitalized terms
that are not defined herein shall have the meanings given to such terms in the Plan.
WHEREAS, pursuant to the provisions of the Plan, the Committee has authorized the grant to the Participant of Performance Shares in
accordance with the terms and conditions of this Agreement; and
WHEREAS, the Participant and the Company desire to enter into this Agreement to evidence and confirm the grant of such Performance Shares
on the terms and conditions set forth herein.
NOW, THEREFORE, the Participant and the Company agree as follows:
1. Grant of Performance Shares. Pursuant to the provisions of the Plan and this Agreement, the Company on the Grant Date has granted and
hereby evidences the grant to the Participant, subject to the terms and conditions set forth herein and in the Plan, of an Award of [—] Performance Shares (this
"Award").
2. Payment of Earned and Vested Performance Shares. Subject to the provisions of this Section 2 and Sections 4 and 5 of the Agreement, the
Payment Value of each Performance Share covered by this Award which the Committee determines, in writing, to be earned and vested pursuant to Sections
3, 4(b) or 5 shall be paid or delivered to the Participant on a date as soon as administratively practicable (but no later than 60 days) after the applicable vesting
date described in Sections 3(b), 4(b) or 5 on which such Performance Share initially becomes vested. For purposes of this Agreement, "Payment Value"
means the Fair Market Value of a Share on the applicable vesting date. Payments hereunder shall be made in Shares, unless the Committee, in its discretion,
determines to make such payments in cash or a combination of cash and Shares. The foregoing to the contrary notwithstanding, if the Participant's
Termination occurs under any circumstances other than death, any such payment due by reason of such Termination shall be delayed for six months from the
date of such Termination if the Participant is a "specified employee" (as such term is defined in Section 409A(a)(2)(B)(i) of the Code).
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