Visa 2008 Annual Report Download - page 320

Visa Inc.
2007 Equity Incentive Compensation Plan
Stock Option Award Agreement
This Stock Option Award Agreement (this "Agreement"), dated as of the Grant Date set forth in the Notice of Option Grant attached as
Schedule A hereto (the "Grant Notice"), is made between Visa Inc. (the "Company") and the Participant set forth in the Grant Notice. The Grant Notice is
included in and made part of this Agreement.
1. Grant of the Option.
(a) Subject to the provisions of this Agreement and the provisions of the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan"),
the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the "Option") to purchase all or any part of the number of shares of
Class A Common Stock of the Company ("Shares") set forth in the Grant Notice at the Option Price per Share and on the other terms as set forth in the Grant
Notice.
(b) The Option is intended to be a Nonqualified Stock Option.
2. Exercisability of the Option.
The Option shall become exercisable in accordance with the exercisability schedule and other terms set forth in the Grant Notice. The
Option shall terminate on the expiration date stated in the Grant Notice (the "Expiration Date"), subject to earlier termination as set forth in the Plan and this
Agreement.
3. Method of Exercise of the Option.
(a) The Participant may exercise the Option, to the extent then exercisable, by delivering a written or electronic notice to the Stock Plan
Administrator in a form satisfactory to the Committee specifying the number of Shares with respect to which the Option is being exercised and payment to the
Company of the aggregate Option Price in accordance with Section 3(b).
(b) At the time the Participant exercises the Option, the Participant shall pay the Option Price of the Shares as to which the Option is
being exercised to the Company, subject to such terms, conditions and limitations as the Committee may prescribe: (i) in cash or its equivalent; (ii) by
tendering (either by actual delivery or attestation) unencumbered Shares previously acquired by the Participant exercising such Option having an aggregate
Fair Market Value at the time of exercise equal to the total Option Price; (iii) a cashless (broker-assisted) exercise that complies with all applicable laws;
(iv) withholding of Shares otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal
to the total Option Price; or (v) by a combination of the consideration provided for in the foregoing clauses (i), (ii), (iii), and (iv).
(c) The Company's obligation to deliver the Shares to which the Participant is entitled upon exercise of the Option is conditioned on the
Participant's satisfaction in full to the Company of the aggregate Option Price of those Shares and the required tax withholding related to such exercise.
4. Termination.
Except as provided below, the Option shall terminate and be forfeited upon Termination of the Participant, and upon such termination and
forfeiture of the Option, no Shares may thereafter be purchased under the Option. Notwithstanding anything contained in this Agreement, the Option shall not
be exercised after the Expiration Date.
(a) Termination without Cause or by Participant. Upon Termination of the Participant by the Company or a Subsidiary or Affiliate
without Cause (as defined below) or by the Participant other than under circumstances described in paragraph (b), (c), (d) or (e) of this Section 4, the Option,
to the extent exercisable as of the date of such Termination, shall thereafter be exercisable for a period of 90 days from the date of such Termination.
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