Visa 2010 Annual Report Download - page 165

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
Restricted Stock Units. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted Stock Units to the extent such provision
conflicts with this Section 4(d).
(e) Other Terminations. Upon Termination of the Participant due to 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 Units for which the Period of Restriction
had not lapsed prior to the date of such Termination shall be immediately forfeited.
5. Payment of Restricted Stock Units.
As soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90
days following the date of such lapse, the Company shall cause to be delivered to the Participant (a) the full number of Shares underlying the Restricted Stock
Units as to which such portion of the Period of Restriction has so lapsed, (b) a cash payment determined by reference to the then-current Fair Market Value of
such Shares or (c) a combination of Shares and such cash payment as the Committee, in its sole discretion, shall determine, subject to satisfaction of
applicable tax withholding obligations with respect thereto in accordance with Section 6 of this Agreement; provided, however, that if the Participant's
Termination occurs under any circumstances other than death, any such delivery of Shares or cash payment due to lapse of the Period of Restriction upon such
Termination shall be delayed for six months from the date of such Participant's Termination if the Participant is a "specified employee" (as such term is
defined in Section 409A(a)(2)(B)(i) of the Code) determined in accordance with the methodology established by the Company as in effect on the date of such
Termination.
6. Taxes and Withholdings.
Upon the expiration of the applicable portion of the Period of Restriction, or such earlier date on which the value of any Restricted Stock
Units otherwise becomes includible in the Participant's gross income for income tax purposes or on which taxes are otherwise payable, any taxes of any kind
required by law to be withheld with respect to such Restricted Stock Units shall be satisfied by the Company withholding Shares or cash otherwise deliverable
or payable to the Participant pursuant to the Restricted Stock Unit 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, 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.
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 Units, 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 Units or any aspect of the
Restricted Stock Units to reduce or eliminate the Participant's (or his or her beneficiary's) liability for such tax.
7. No Rights as a Shareholder Prior to Issuance of Shares.
Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor
have any rights to dividends or other rights as a