Visa 2010 Annual Report Download - page 158

the person in whose name the certificate is registered. These shares may not be sold, transferred, pledged, assigned, encumbered, alienated,
hypothecated or otherwise disposed of except in accordance with the terms of the Plan and said Agreement."
The Participant agrees that upon receipt of any such stock certificates for the Restricted Stock the Participant shall deposit each such certificate with the
Company, or such other escrow holder as the Committee may appoint, together with a stock power endorsed in blank or other appropriate instrument of
transfer, to be held by the Company or such escrow holder until the expiration of the applicable portion of the Period of Restriction.
Upon expiration of the applicable portion of the Period of Restriction, a certificate or certificates representing the Shares as to which the
Period of Restriction has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance with
Section 6 hereof; provided, however, that such Shares may nevertheless be evidenced on a noncertificated basis, to the extent not prohibited by applicable law
or the rules of any stock exchange.
5. Termination.
(a) Death and Disability. Upon Termination of the Participant due to death or disability (within the meaning of the Company's, a
Subsidiary's or an Affiliate's long -term disability plan under which the Participant is covered from time to time ("Disability")), then the Period of Restriction
shall immediately lapse as to the full number of Shares of Restricted Stock.
(b) Retirement. Upon Termination of the Participant at or after attainment of normal retirement eligibility under the 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 Period
of Restriction shall immediately lapse as to the full number of Shares of Restricted Stock.
(c) Without Cause. Upon Termination of the Participant by the Company, a Subsidiary or an Affiliate without Cause (as defined below),
whether prior to or following a Change of Control, then the Period of Restriction shall immediately lapse as to the full number of Shares of Restricted Stock.
For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted Stock to the extent such provision conflicts with this Section 5(c).
(d) Good Reason following a Change of Control. If a Change of Control occurs, and, at any time prior to the second (2nd) anniversary of
the Change of Control, the Participant terminates his or her employment for Good Reason (as defined below), then the Period of Restriction shall immediately
lapse as to the full number of Shares of Restricted Stock. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted Stock to the
extent such provision conflicts with this Section 5(d).
(e) Other Terminations. Upon Termination of the Participant for any reason other than due to death, Disability or, Retirement, termination
without Cause or termination for Good Reason following a Change of Control, then all Restricted Stock for which the Period of Restriction had not lapsed
prior to the date of such Termination shall be immediately forfeited.