Visa 2008 Annual Report Download - page 316

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.
9. Taxes and Withholding. The Company shall have the right to deduct from all amounts otherwise payable to the Participant in cash in respect of
Performance Shares covered by this Award any amount of taxes of any kind required by law to be withheld as may be necessary in the opinion of the
Company to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction. In the case of any payments of
Performance Shares covered by this Award in the form of Shares, at the Committee's discretion, the Participant shall be required to either pay to the Company
in cash the amount of any such taxes required to be withheld with respect to such Shares or, in lieu thereof, the Company shall have the right to retain (or the
Participant may be offered the opportunity to elect to tender) the number of Shares whose Fair Market Value equals such amount required to be withheld;
provided, however, that the amount of any Shares so retained shall not exceed the amount necessary to satisfy required Federal, state, local and non-United
States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes,
that are applicable to supplemental taxable income. To the extent any such taxes are required by law to be withheld with respect to the Performance Shares
covered by this Award prior to the date such Performance Shares are paid in accordance with Section 2, the Participant shall be required to pay to the
Company in cash the amount of such taxes promptly following written notice thereof by the Company.
10. No Right to Continued Employment. Neither the Performance Shares covered by this Award nor any terms contained in this Agreement shall
confer upon the Participant any rights or claims except in accordance with the express provisions of the Plan and this Agreement, and shall not give the
Participant any express or implied right to be retained in the employment or service of the Company or any Subsidiary or Affiliate for any period or in any
particular position or at any particular rate of compensation, nor restrict in any way the right of the Company or any Subsidiary or Affiliate, which right is
hereby expressly reserved, to modify or terminate the Participant's employment or service at any time for any reason. The Participant acknowledges and
agrees that any right to vesting of this Award is earned only by continuing as an employee of the Company or a Subsidiary or Affiliate at the will of the
Company or such Subsidiary or Affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not
through the act of being hired or being granted this Award.
11. The Plan. By accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant shall be
conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and this Agreement
and any action taken under the Plan by the Board, the Committee or the Company, in any case in accordance with the terms and conditions of the Plan. In the
event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to
be modified accordingly. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to
such rules, policies and regulations as may from time to time be adopted by the Committee. The Plan and the prospectus describing the Plan can be found on
the Company's HR intranet. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant's written request to the
Company in California, Attention: Stock Plan Administrator.
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