Visa 2008 Annual Report Download - page 307

3. Performance Criteria and Vesting Applicable to Performance Shares.
(a) Performance Criteria.
(i) Performance Cycle. The Performance Cycle for this Award shall commence on October 1, 2008, and shall end on September 30,
2009.
(ii) Performance Goal. The Performance Goal for the Performance Cycle is specified levels of the Company's Adjusted Net
Income. For this purpose, "Adjusted Net Income" means the Company's fiscal year 2009 net revenue, less (1) operating expenses, (2) depreciation and
amortization, (3) other income and expenses and (4) tax expense, in each case as reported in the Company's Fiscal Year 2009 Financial Statements, and
excludes expenses related to covered litigation, restructuring charges, purchase amortization, and other income and expenses which includes significant non-
recurring finance charges related to the IPO transaction. The amount of Adjusted Net Income shall be adjusted to exclude the effects of extraordinary items to
the extent approved by the Committee in its discretion.
(iii) Percentage of Performance Shares Earned. The extent to which Performance Shares shall become earned when and to the
extent determined by the Committee according to the following schedule:
Performance Level Adjusted Net Income
Percentage of
Performance
Shares Earned
Less than $[—] 0%
Threshold $[—] 50%
Target $[—] 100%
Maximum $[—] or more 200%
If the Adjusted Net Income falls between Threshold and Target, or between Target and Maximum, then the percentage of Performance Shares earned shall be
the sum of the Percentage of Performance Shares Earned in the schedule above for the lower such Performance Level plus the product of (i) the difference
between the Percentage of Performance Shares Earned in the schedule above for the greater and lower such Performance Levels, multiplied by (ii) a fraction,
the numerator of which is the amount by which the Adjusted Net Income achieved exceeds the Adjusted Net Income in the schedule above for the lower such
Performance Level and the denominator of which is the difference between Adjusted Net Income amounts in the schedule above for the greater and lower
such Performance Levels. The percentage of Performance Shares earned shall never exceed 200%.
(iv) Notification. Promptly following the end of the Performance Cycle, the Committee shall notify the Participant in writing of the
number of Performance Shares earned.
(b) Vesting. One-half of the Performance Shares that are earned pursuant to Section 3(a) shall become vested on each of November 5,
2010, and November 5, 2011.
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