Visa 2010 Annual Report Download - page 190

(b) "Good Reason" means: (i) a material reduction by the Company, a Subsidiary or an Affiliate in the Participant's rate of annual base
salary from that in effect immediately prior to the Change of Control; (ii) a material reduction by the Corporation or a Subsidiary in the Participant's annual
target bonus opportunity from that in effect immediately prior to the Change of Control; or (iii) the Company, a Subsidiary or an Affiliate requires the
Participant to change the Participant's principal location of work to a location that is in excess of fifty (50) miles from the location thereof immediately prior
to the Change of Control . Notwithstanding the foregoing, a Termination of a Participant for Good Reason shall not have occurred unless (i) the Participant
gives written notice to the Company, a Subsidiary or an Affiliate, as applicable, of Termination within thirty (30) days after the Participant first becomes
aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the
Company, the Subsidiary or the Affiliate, as the case may be, has failed within thirty (30) days after receipt of such notice to cure the circumstances
constituting Good Reason. The foregoing to the contrary notwithstanding, 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, "Good Reason" shall at that time have such meaning as
may be specified in such employment agreement.
11. Compliance with Laws and Regulations.
(a) The Option and the obligation of the Company to sell and deliver Shares 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 Option may not be exercised if
its exercise, or the receipt of Shares pursuant thereto, 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 the Shares received upon the exercise of the Option 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 the time of exercise of all or part of the Option, 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.