Visa 2010 Annual Report Download - page 180

(ii) Performance Goals. The Performance Goals for this Award are (A) specified levels of the Company's GAAP Net Income and
(B) the total shareholder return of the Company ranked against the total shareholder return of companies that are included in the Standard & Poor's 500 Index
("S&P 500 Index") as of the end of the applicable period used for purposes of calculating this goal, as described below ("TSR Rank"). For this purpose,
"GAAP Net Income" means the Company's cumulative fiscal year 2011 and 2012 GAAP net income reported in its annual report on Form 10-K for the
applicable years. The Committee, in its discretion, may determine to adjust the results by excluding some or all of the effects of certain unusual items. "TSR
Rank" means the aggregate total shareholder return on Shares over the approximately two year period beginning October 27, 2010 and ending on the day the
Company's earnings are announced following the close of the Company's 2012 fiscal year, ranked against the total shareholder return over the same two year
period for each of the companies that comprise the S&P 500 Index. Total shareholder return will be calculated using a beginning price equal to the trading
volume weighted average price over the period from October 7, 2010 to November 17, 2010, and an ending price equal to the trading volume weighted
average price over the period beginning 14 trading days before and ending 15 trading days after the date of the release of the Company's fiscal year 2012
earnings, and accounting for reinvestment of dividends over this period; provided, however, that if the date of the release of the Company's fiscal year 2012
earnings is fewer than 15 trading days prior to November 21, 2012, then the ending price will be equal to the average price over the 30-trading day period
ending on November 21, 2012. For purposes of this provision, TSR will be calculated using the trading volume weighted average share price for Visa Inc. and
the simple average of the closing prices for the S&P 500.
(iii) Percentage of Performance Shares Earned. Following the end of the Performance Cycle, the Committee will determine the
extent to which Performance Shares have become earned according to the product of the results of the following two schedules:
Performance Level GAAP Net Income (in Millions)
Base Percentage of
Performance
Shares Earned
Less than[ ] 0%
Threshold [ ] 50%
Target [ ] 100%
Maximum [ ] or more 200%
If the GAAP Net Income falls between Threshold and Target, or between Target and Maximum, then the percentage of Performance Shares earned shall be
the sum of the Base Percentage of Performance Shares Earned in the schedule above for the lower such Performance Level plus the product of (i) the
difference between the Base Percentage of Performance Shares Earned in the schedule above for the greater and lower such Performance Levels and (ii) a
fraction, the numerator of which is the amount by which the GAAP Net Income achieved exceeds the GAAP Net Income in the schedule above for the lower
such Performance Level and the denominator of which is the difference between GAAP Net Income amounts in the schedule above for the greater and lower
of such Performance Levels. The Percentage of Performance Shares Earned with respect to GAAP Net Income shall never exceed 200%.
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