Visa 2010 Annual Report Download - page 185

12. 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) "Disability" shall have the meaning set forth for such term in the Company's or its Affiliate's long-term disability plan under which
the Participant is covered from time to time; 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 "Disability" (or such other term of similar import as may be used, such as "Permanent Disability") in
such agreement shall apply until the date on which such employment agreement expires.
(c) "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.
(d) "Separation from Service" shall have the meaning ascribed to it under Section 409A of the Code and the Treasury Regulations
promulgated thereunder.
13. Compliance with Laws and Regulations.
(a) The Performance Shares subject to this Award 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 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 pursuant to this Agreement 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.
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