Visa 2008 Annual Report Download - page 317

12. Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) "Cause" means: (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the
directions of superiors or the Board or the written policies and practices of the Company, a Subsidiary or an Affiliate; (iii) the commission of a felony or a
crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company, a Subsidiary or an Affiliate;
(iv) fraud, misappropriation or embezzlement; (v) a material breach of the Participant's employment agreement (if any) with the Company, a Subsidiary or an
Affiliate; (vi) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant; (vii) any illegal
act detrimental to the Company, a Subsidiary or an Affiliate; or (viii) repeated failure to devote substantially all of Participant's business time and efforts to
the Company, a Subsidiary or an Affiliate if required by the Participant's employment agreement; provided, however, that, if at any particular time the
Participant is subject to an effective employment agreement with the Company, a Subsidiary or an Affiliate, then, in lieu of the foregoing definition, "Cause"
shall at that time have such meaning as may be specified in such employment agreement.
(b) "Good Reason" means: (i) a material reduction by the Company, a Subsidiary or an Affiliate in the Participant's rate of annual base
salary from that in effect immediately prior to the Change of Control; (ii) a material reduction by the Company or a Subsidiary in the Participant's annual
target bonus opportunity from that in effect immediately prior to the Change of Control; or (iii) the Company, a Subsidiary or an Affiliate requires the
Participant to change the Participant's principal location of work to a location that is in excess of fifty (50) miles from the location thereof immediately prior
to the Change of Control. Notwithstanding the foregoing, a Termination of a Participant for Good Reason shall not have occurred unless (i) the Participant
gives written notice to the Company, a Subsidiary or an Affiliate, as applicable, of Termination within thirty (30) days after the Participant first becomes
aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the
Company, the Subsidiary or the Affiliate, as the case may be, has failed within thirty (30) days after receipt of such notice to cure the circumstances
constituting Good Reason. The foregoing to the contrary notwithstanding, if at any particular time the Participant is subject to an effective employment
agreement with the Company, a Subsidiary or an Affiliate, then, in lieu of the foregoing definition, "Good Reason" shall at that time have such meaning as
may be specified in such employment agreement.
13. Compliance with Laws and Regulations.
(a) The Performance Shares subject to this Award and the obligation of the Company to deliver Shares or cash payments hereunder shall
be subject in all respects to (i) all applicable Federal and state laws, rules and regulations; and (ii) any registration, qualification, approvals or other
requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.
Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be
contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of
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