Visa 2009 Annual Report Download - page 142

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shareholder return of the Company ranked against the total shareholder return of companies that are included in the Standard & Poor's 500 Index ("S&P 500
Index") as of the end of the applicable period used for purposes of calculating this goal, as described below ("TSR Rank"). For this purpose, "GAAP Net
Income" means the Company's cumulative fiscal year 2010 and 2011 GAAP net income reported in its annual report on Form 10-K for the applicable years.
The Committee, in its discretion, may determine to adjust the results by excluding some or all of the effects of certain unusual items. "TSR Rank" means the
aggregate total shareholder return on Shares over the approximately two year period beginning October 28, 2009 and ending on the day the Company's
earnings are announced following the close of the Company's 2011 fiscal year, ranked against the total shareholder return over the same two year period for
each of the companies that comprise the S&P 500 Index. Total shareholder return will be calculated using a beginning price equal to the trading volume
weighted average price over the period from October 8, 2009 to November 18, 2009, and an ending price equal to the trading volume weighted average price
over the period beginning 14 trading days before and ending 15 trading days after the date of the release of the Company's fiscal year 2011 earnings, and
accounting for reinvestment of dividends over this period; provided, however, that if the date of the release of the Company's fiscal year 2011 earnings is
fewer than 15 trading days prior to November 21, 2011, then the ending price will be equal to the average price over the 30-trading day period ending on
November 21, 2011.
(iii) Percentage of Performance Shares Earned. Following the end of the Performance Cycle, the Committee will determine the
extent to which Performance Shares have become earned according to the product of the results of the following two schedules:
Performance Level GAAP Net Income (in Millions)
Base Percentage of
Performance
Shares Earned
Less than $[ ] 0%
Threshold $[ ] 50%
Target $[ ] 100%
Maximum $[ ] or more 200%
If the GAAP Net Income falls between Threshold and Target, or between Target and Maximum, then the percentage of Performance Shares earned shall be
the sum of the Base Percentage of Performance Shares Earned in the schedule above for the lower such Performance Level plus the product of (i) the
difference between the Base Percentage of Performance Shares Earned in the schedule above for the greater and lower such Performance Levels and (ii) a
fraction, the numerator of which is the amount by which the GAAP Net Income achieved exceeds the GAAP Net Income in the schedule above for the lower
such Performance Level and the denominator of which is the difference between GAAP Net Income amounts in the schedule above for the greater and lower
of such Performance Levels. The Percentage of Performance Shares Earned with respect to GAAP Net Income shall never exceed 200%.
2