Visa 2009 Annual Report Download - page 144

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"), then the Participant shall be fully vested, as of November [ ], 2011, in a prorated number of Performance Shares calculated by multiplying
the number of Performance Shares that would have been both earned pursuant to Section 3(a)(iii), and vested pursuant to Section 3(b), had the Participant
remained in employment through November [ ], 2012, by a fraction, the numerator of which is the number of full calendar days that the Participant was
actively employed during the Performance Cycle and the denominator of which is the total number of calendar days in the Performance Cycle.
(ii) Separation from Service by Reason of Death, Disability or Retirement After the End of the Performance Cycle: Upon a
Participant's Separation from Service after the end of the Performance Cycle (A) due to death or Disability, or (B) by the Participant by reason of Retirement,
then the Participant shall be fully vested, as of the date of such Separation from Service, or if later, as of November [ ], 2011, in all of his or her Performance
Shares that had been earned pursuant to Section 3(a)(iii) but had not yet vested under Section 3(b) as of the date of such Separation from Service.
(iii) Termination, Whether Before or After the End of the Performance Cycle, Other than by Reason of Death, Disability or
Retirement: Upon a Participant's Termination, whether before or after the end of the Performance Cycle, other than by reason of death, Disability or
Retirement, then any and all of the Performance Shares that have not vested as the date of such Termination shall be forfeited.
5. Change of Control.
(a) This Section 5(a) applies (I) only in the event that (A) a Change of Control has occurred prior to November [ ], 2012, and (B) the
Participant's Separation from Service has occurred within two years following the Change of Control, and (II) notwithstanding any provision in Sections 2, 3
or 4 of this Agreement to the contrary:
(i) Separation from Service by Reason of Death, Disability, Without Cause, Good Reason or Retirement Before the End of the
Performance Cycle: Upon a Participant's Separation from Service before the end of the Performance Cycle (A) due to death or Disability, (B) either by the
Company, a Subsidiary or an Affiliate without Cause (as defined below), (C) by the Participant for Good Reason (as defined below) or (D) by the Participant
by reason of Retirement, then, as of the date of such Separation from Service, the Participant will become vested in that number of Performance Shares
subject to this Award that would have been earned under Section 3(a)(iii), as of the end of the Performance Cycle, based on the deemed achievement of the
Target Performance Level (within the meaning of Section 3(a)(iii)).
(ii) Separation from Service by Reason of Death, Disability, without Cause, Good Reason or Retirement After the End of the
Performance Cycle: Upon a Participant's Separation from Service after the end of the Performance Cycle (A) due to death or Disability, (B) either by the
Company, a Subsidiary or an Affiliate without Cause, (C) by the Participant for Good Reason or (D) by the Participant by reason of Retirement, then the
Participant shall be fully vested, as of such Separation from Service, or if later, as of November [ ], 2011, in all of his or her Performance Shares that have
been earned pursuant to Section 3(a)(iii) but have not yet vested under Section 3(b); provided, however, that if the Change of Control had occurred prior to the
end of the Performance Cycle, then the Participant shall become vested, as of such Separation from Service, or, if later, as of November [ ], 2011, in the
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