Visa 2010 Annual Report Download - page 167

its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other
person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing,
registration or qualification of Shares upon any national securities exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person
pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided
for , free of any conditions not acceptable to the Company.
(b) It is intended that any Shares received upon expiration of the Period of Restriction shall have been registered under the Securities Act.
If the Participant is an "affiliate" of the Company, as that term is defined in Rule 144 under the Securities Act ("Rule 144"), the Participant may not sell the
Shares received except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a legend setting forth
such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with federal and state securities laws.
(c) If at any time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities
Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement,
an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the
Shares acquired under this Agreement for the Participant s own account, for investment only and not with a view to the resale or distribution thereof, and
represents and agrees that any 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 this Restricted Stock Units award 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,
Restricted Stock Unit granted, Shares issued and/or amount paid 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