Visa 2008 Annual Report Download - page 321

(b) Death and Disability. Upon Termination of the Participant due to the Participant's death or permanent disability (as defined under the
Company's, a Subsidiary's or an Affiliate's long-term disability plan under which the Participant is covered from time to time ("Disability")), the Option shall
thereafter be immediately exercisable for all or any portion of the full number of Shares available for purchase under the Option until the first anniversary of
the date of such Termination.
(c) Retirement. Upon Termination of the Participant due to the Participant's Termination 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 Option shall thereafter be exercisable for all or any portion of the full number of Shares available for purchase under the
Option until the third anniversary of the date of such Termination.
(d) Termination for Cause. Upon Termination of the Participant by the Company, a Subsidiary or an Affiliate for Cause, any portion of
the Option, whether vested or unvested, that has not been exercised shall immediately terminate.
(e) Change of Control. Notwithstanding any contrary provisions of this Section 4, if a Change of Control occurs, and, at any time prior to
the second (2nd) anniversary of such Change of Control, the Participant incurs a Termination, either by the Company, a Subsidiary or an Affiliate without
Cause, or by the Participant for Good Reason (as defined below), then the Option shall thereafter be exercisable for all or any portion of the full number of
Shares available for purchase under the Option until the first anniversary of the date of such Termination. For the avoidance of doubt, Section 14.1(a) of the
Plan shall not apply to the Option to the extent such provision conflicts with this Section 4(e).
(f) Business Days. If the relevant date until which the Option would otherwise be exercisable specified in Section 4(a), (b), (c) or
(e) hereof is not a business day on which the main office of Visa Inc. is open for business, such relevant date shall be deemed to be the immediately next
following such business day for purposes of such section. Notwithstanding the foregoing provisions of this Section 4, in no event may the Option be exercised
after the Expiration Date.
5. Non-Transferability of the Option.
The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and is exercisable, during the lifetime
of the Participant, only by him or her; provided, however, that the Committee may, in its discretion, permit the Option to be transferred subject to such
conditions and limitations as the Committee may impose. Notwithstanding the foregoing, during the Participant's lifetime, the Option may be transferred to
and exercised by the Participant's former spouse pursuant to a domestic relations order which is approved by the Committee, in accordance with any
procedures, and subject to any limitations, as the Committee may prescribe and subject to applicable law.
6. Taxes and Withholdings.
At the time of receipt of Shares upon the exercise of all or any part of the Option, the Participant shall pay to the Company in cash, or make other
arrangements, in accordance with Article XVI of the Plan, for the satisfaction of, any taxes of any kind and social security payments due or potentially
payable or required to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the
Committee may prescribe and subject to applicable law, the Participant may elect to satisfy, in whole or in part, such withholding obligations by (a) directing
the Company to withhold Shares otherwise issuable to the Participant upon exercise of the Option, provided, however, that the amount of any Shares so
withheld 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;
and/or (b) tendering to the Company a number of Shares then owned by the Participant (or by the Participant and his or her spouse jointly) and purchased or
held for the requisite period of time as may be
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