Visa 2008 Annual Report Download - page 324

the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only
pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current
with regard to the Shares being offered or sold; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such
exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the
Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.
11. Notices.
All notices by the Participant or the Participant's successors or permitted assigns shall be addressed to the Company in California,
Attention: Stock Plan Administrator, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to
the Participant at the Participant's address in the Company's records.
12. Other Plans.
The Participant acknowledges that any income derived from the exercise of the Option shall not affect the Participant's participation in, or
benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate.
13. Occurrence of IPO.
Notwithstanding any provisions of this Agreement to the contrary, the Option may not be exercised prior to the closing of the IPO, and if
the IPO does not occur prior to June 30, 2008, the Option shall thereupon be automatically canceled and deemed to have been null and void ab initio.
VISA INC.
By:
Name:
Title:
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