Visa 2010 Annual Report Download - page 153

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 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 required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting charge and having an aggregate Fair Market
Value as of the exercise date not greater than such tax and other obligations. Any such election made by the Participant must be (i) made on or prior to the
applicable exercise date; and (ii) irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.
Regardless of any action the Company, an Affiliate and/or a Subsidiary takes with respect to any or all tax withholding (including social
insurance contribution obligations, if any ), the Participant acknowledges that the ultimate liability for all such taxes is and remain the Participant's
responsibility (or that of the Participant's beneficiary), and that none of the Company, an Affiliate and /or a Subsidiary: (a) makes any representations or
undertakings regarding the treatment of any tax withholding in connection with any aspect of the Option, including the grant or vesting thereof, the
subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Option or any aspect of the Option to reduce or
eliminate the Participant's (or his or her beneficiary's) liability for such tax.
7. No Rights as a Shareholder.
Neither the Participant nor any other person shall become the beneficial owner of the Shares subject to the Option, nor have any rights to
dividends or other rights as a shareholder with respect to any such Shares, until the Participant has actually received such Shares following the exercise of the
Option in accordance with the terms of the Plan and this Agreement.
8. No Right to Continued Employment.
Neither the Option nor any terms contained in this Agreement shall confer upon the Participant any rights or claims except in accordance
with the express provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the employment or
service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of compensation, nor restrict in any
way the right of the Company or any Subsidiary or Affiliate, which right is hereby expressly reserved, to modify or terminate the Participant's employment or
service at any time for any reason. The Participant acknowledges and agrees that any right to exercise the Option is earned only by continuing as an employee
of the Company or a Subsidiary or Affiliate at the will of the Company or such Subsidiary or Affiliate, or satisfaction of any other applicable terms and
conditions contained in the Plan and this Agreement, and not through the act of being hired, being granted the Option or acquiring Shares hereunder.
9. The Plan.
By accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant shall be
conclusively deemed to have indicated his or her