Visa 2010 Annual Report Download - page 155
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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.
12. Notices.
All notices by the Participant or the Participant's successors or permitted assigns shall be addressed to the Company at 900 Metro Center
Blvd., Foster City, California 94404, 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.
13. 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.
14. Clawback Policy.
Notwithstanding any other provision of this Agreement to the contrary, any cash incentive compensation received by the Participant, Option granted and/or
Shares issued hereunder, and/or any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment,
rescission, payback or other action in accordance with the terms of the Company's Clawback Policy, as it may be amended from time to time (the "Policy").
The Participant agrees and consents to the Company's application, implementation and enforcement of (a) the Policy or any similar policy established by the
Company that may apply to the Participant and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of
compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the
Participant) or applicable law without further consent or action being required by the Participant. To the extent that the terms of this Agreement and the Policy
or any similar policy conflict, then the terms of such policy shall prevail.