Form of Performance Share Award Agreement
VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN
Performance Share Award Agreement
This PERFORMANCE SHARE AWARD AGREEMENT (this “ Agreement ”), dated November 5, 2008 (the “
Grant Date ”), is by and between VISA INC. (the “ Company ”) and [ ] (the “ Participant ”), pursuant to the Visa Inc.
2007 Equity Incentive Compensation Plan (the “ Plan ”). Capitalized terms that are not defined herein shall have the
meanings given to such terms in the Plan.
WHEREAS , pursuant to the provisions of the Plan, the Committee has authorized the grant to the
Participant of Performance Shares in accordance with the terms and conditions of this Agreement; and
WHEREAS , the Participant and the Company desire to enter into this Agreement to evidence and confirm
the grant of such Performance Shares on the terms and conditions set forth herein.
NOW , THEREFORE , the Participant and the Company agree as follows:
1. Grant of Performance Shares . Pursuant to the provisions of the Plan and this Agreement, the Company
on the Grant Date has granted and hereby evidences the grant to the Participant, subject to the terms and conditions
set forth herein and in the Plan, of an Award of [ ] Performance Shares (this “ Award ”).
2. Payment of Earned and Vested Performance Shares . Subject to the provisions of this Section 2 and
Sections 4 and 5 of the Agreement, the Payment Value of each Performance Share covered by this Award which the
Committee determines, in writing, to be earned and vested pursuant to Sections 3, 4(b) or 5 shall be paid or delivered
to the Participant on a date as soon as administratively practicable (but no later than 60 days) after the applicable
vesting date described in Sections 3(b), 4(b) or 5 on which such Performance Share initially becomes vested. For
purposes of this Agreement, “ Payment Value ” means the Fair Market Value of a Share on the applicable vesting
date. Payments hereunder shall be made in Shares, unless the Committee,