Visa 2010 Annual Report Download - page 159

6. Taxes and Withholdings.
Upon the expiration of the applicable portion of the Period of Restriction, as of or such earlier date on which the value of any Shares of Restricted Stock
first becomes includible in the Participant's gross income for income tax purposes, any taxes of any kind required by law to be withheld with respect to such
Shares shall be satisfied by the Company withholding Shares otherwise deliverable to the Participant pursuant to the Restricted Stock award (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 ), pursuant to any procedures, and subject to any limitations as the Committee may prescribe and subject to
applicable law, based on the Fair Market Value of the Shares on the payment date. The Company, a Subsidiary or an Affiliate may, in the discretion of the
Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Article XVI of the Plan.
Notwithstanding the immediately preceding paragraph, in the event the Participant makes an election pursuant to Section 83(b) of the
Code, or the value of any Shares of Restricted Stock otherwise becomes includible in the Participant's gross income for income tax purposes prior to the
expiration of the applicable Period of Restriction, 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 required by law to be withheld with respect to such Shares; provided, however, that pursuant to
any procedures, and 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 tendering to the Company Shares owned by the Participant (or the Participant and the Participant's 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, based on the Fair Market Value of the Shares on the payment date as determined by the Committee. Any such election made by the Participant must
be 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. In the event that the Participant elects immediate Federal income taxation with respect to all or any portion of this award of Restricted
Stock pursuant to Section 83(b) of the Code, the Participant agrees to deliver a copy of such election to the Company at the time such election is filed with the
Internal Revenue Service.
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 remains 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 Restricted Stock, 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 Restricted Stock or any aspect of the Restricted Stock
to reduce or eliminate the Participant's (or his or her beneficiary's) liability for such tax.