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Table of Contents VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2012
Note 17—Share-based Compensation
The Company’s 2007 Equity Incentive Compensation Plan, or the EIP, authorizes the compensation committee of the
board of directors to grant non-qualified stock options ("options"), restricted stock awards ("RSAs"), restricted stock units ("RSUs")
and performance-based shares to its employees and non-employee directors, for up to 59 million shares of class A common stock.
Shares available for award may be either authorized and unissued or previously issued shares subsequently acquired by the
Company. The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions
on those shares have lapsed, unless the EIP is terminated earlier by the Company’s board of directors. No awards may be granted
under the plan on or after 10 years from its effective date.
Share-based compensation cost is recorded net of estimated forfeitures on a straight-line basis for awards with service
conditions only, and on a graded-vesting basis for awards with service, performance and market conditions. The Company’s
estimated forfeiture rate is based on an evaluation of historical, actual and trended forfeiture data. For fiscal 2012 , 2011 , and
2010 , the Company recorded share-based compensation cost of $147 million , $154 million and $135 million , respectively, in
personnel on its consolidated statements of operations. The amount of capitalized share-based compensation cost was immaterial
during fiscal 2012 , 2011 , and 2010 .
Options
Options issued under the EIP expire 10 years from the date of grant and vest ratably over three years from the date of grant,
subject to earlier vesting in full under certain conditions.
During fiscal 2012 , 2011 and 2010 , the fair value of each stock option was estimated on the date of grant using a Black-
Scholes option pricing model with the following weighted-average assumptions:
The following table summarizes the Company’s option activity for fiscal 2012 :
95
2012
2011
2010
(1)
Expected term (in years)
(2)
6.02
5.16
3.46
Risk-free rate of return
(3)
1.2
%
1.2
%
1.4
%
Expected volatility
(4)
34.9
%
33.4
%
36.4
%
Expected dividend yield
(5)
0.9
%
0.8
%
0.7
%
Fair value per option granted
$
29.65
$
27.50
$
29.46
(1)
Includes the impact of 1.6 million replacement awards issued to former CyberSource employees as part of the CyberSource
acquisition in July 2010. These awards have a weighted-average exercise price of $47.34 per share and vest over a period of
less than three years from the replacement grant date.
(2)
Based on a set of peer companies that management believes is generally comparable to Visa.
(3)
Based upon the zero coupon U.S. treasury bond rate over the expected term of the awards.
(4)
Based on the average of the Company’s implied and historical volatility. As the Company’s publicly traded stock history is
relatively short, historical volatility relies in part on the historical volatility of a group of peer companies that management
believes is generally comparable to Visa. The expected volatilities ranged from 31% to 35% in fiscal 2012 .
(5)
Based on the Company’
s annual dividend rate on the date of grant.