Visa 2010 Annual Report Download - page 166

shareholder with respect to any such Shares, until and after such Shares, if any, have been actually issued to the Participant and transferred on the books and
records of the Company or its agent in accordance with the terms of the Plan and this Agreement.
8. No Right to Continued Employment.
Neither the Restricted Stock Units nor any terms contained in this Agreement shall confer upon the Participant any rights or claims
except in accordance with the express provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained
in the employment or service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of
compensation, nor restrict in any way the right of the Company or any Subsidiary or Affiliate , which right is hereby expressly reserved, to modify or
terminate the Participant's employment or service at any time for any reason. The Participant acknowledges and agrees that any right to lapse of the Period of
Restriction is earned only by continuing as an employee of the Company or a Subsidiary or Affiliate at the will of the Company or such Subsidiary or
Affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being
granted the Restricted Stock Units hereunder.
9. The Plan.
By accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant shall be
conclusively deemed to have indicated his or her 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. 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. The Plan and the prospectus describing the Plan can be found on
the Company's HR intranet. 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 Restricted Stock Units and the obligation of the Company to deliver Shares or cash payments 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