Visa 2008 Annual Report Download - page 315

(b) Death, Disability and Retirement. Upon Termination of the Participant after the end of the Performance Cycle 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")) 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 under such
circumstances prior to the end of the Performance Cycle, as of the last day of the Performance Cycle, the pro-rata portion of the earned Performance Shares (if
any) subject to this Award shall be eligible to be earned and any such earned Performance Shares shall be fully vested. For this purpose "pro-rata portion of
the earned Performance Shares" means the number of Performance Shares subject to this Award earned pursuant to Section 3(a)(iii) (based on actual
performance through the end of the Performance Cycle), multiplied by a fraction, the numerator of which is the number of full calendar days the Participant
was actively employed by the Company during the Performance Cycle and the denominator is the total number of calendar days in the Performance Cycle.
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 (as defined below), or by the Participant for Good Reason (as defined below), 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
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