Visa 2010 Annual Report Download - page 189

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 remain 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 Option, 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 Option or any aspect of the Option to reduce or
eliminate the Participant's (or his or her beneficiary's) liability for such tax.
7. No Rights as a Shareholder.
Neither the Participant nor any other person shall become the beneficial owner of the Shares subject to the Option, nor have any rights to
dividends or other rights as a shareholder with respect to any such Shares, until the Participant has actually received such Shares following the exercise of the
Option in accordance with the terms of the Plan and this Agreement.
8. No Right to Continued Employment.
Neither the Option 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 exercise the Option 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, being granted the Option or acquiring Shares 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. Unless
defined herein, capitalized terms are used herein as defined in 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. 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" means: (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the
directions of superiors or the Board or the written policies and practices of the Company, a Subsidiary or an Affiliate; (iii) the commission of a felony or a
crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company, a Subsidiary or an Affiliate;
(iv) fraud, misappropriation or embezzlement; (v) a material breach of the Participant's employment agreement (if any) with the Company, a Subsidiary or an
Affiliate; (vi) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant; (vii) any illegal
act detrimental to the Company, a Subsidiary or an Affiliate; or (viii) repeated failure to devote substantially all of Participant's business time and efforts to
the Company, a Subsidiary or an Affiliate if required by the Participant's employment agreement; provided, however, that, if at any particular time the
Participant is subject to an effective employment agreement with the Company, a Subsidiary or an Affiliate, then, in lieu of the foregoing definition, "Cause"
shall at that time have such meaning as may be specified in such employment agreement.