Visa 2010 Annual Report Download - page 154

acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and this Agreement and any action taken under the Plan by the
Board, the Committee or the Company, in any case in accordance with the terms and conditions of the Plan. Unless defined herein, capitalized terms are used
herein as defined in the Plan. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and
this Agreement shall be deemed to be modified accordingly. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are
incorporated herein by reference, and to such rules, policies and regulations as may from time to time be adopted by the Committee. A paper copy of the Plan
and the prospectus shall be provided to the Participant upon the Participant's written request to the Company at 900 Metro Center Blvd., Foster City,
California 94404, Attention: Stock Plan Administrator.
10. Certain Defined Terms.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) "Cause" shall have the meaning set forth in the Visa Inc. Executive Severance Plan (the "Executive Severance Plan"); provided that, if
at the Grant Date, the Participant is party to an effective employment agreement with the Company, a Subsidiary or an Affiliate, the definition of Cause set
forth in such agreement shall apply until the date on which such employment agreement expires.
(b) "Good Reason" shall have the meaning set forth in the Executive Severance Plan; provided that, if at the Grant Date, the Participant is
party to an effective employment agreement with the Company, a Subsidiary or an Affiliate, the definition of Good Reason set forth in such agreement shall
apply until the date on which such employment agreement expires.
11. Compliance with Laws and Regulations.
(a) The Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to: (i) all applicable
Federal and state laws, rules and regulations ; and (ii) any registration, qualification, approvals or other requirements imposed by any government or
regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Option may not be exercised if
its exercise, or the receipt of Shares pursuant thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the
listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any
other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Company.
(b) It is intended that the Shares received upon the exercise of the Option shall have been registered under the Securities Act. If the
Participant is an "affiliate" of the Company, as that term is defined in Rule 144 under the Securities Act ("Rule 144"), the Participant may not sell the Shares
received except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a legend setting forth such
restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.
(c) If at the time of exercise of all or part of the Option, the Shares are not registered under the Securities Act, and/or there is no current
prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by
the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the
Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant's own account, for investment only and not with a view to
the resale or distribution thereof, and represents and agrees that any