Form of Visa Inc 2007 Equity Incentive Compensation Plan Restricted Stock Award



 Exhibit 10.41 
 Visa Inc. 
 2007 Equity Incentive Compensation Plan 

Restricted Stock Award Agreement 
 This Restricted Stock Award Agreement (this “Agreement”) dated as of the Grant Date (the “Grant Date”) set forth in the Notice of Restricted Stock Grant attached as Schedule A hereto (the
“Grant Notice”) is made between Visa Inc. (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement. 

1. Definitions. 

Capitalized terms used but not defined herein have the meaning set forth in the Visa Inc. 2007 Equity Incentive Compensation Plan (the
“Plan”). 
 2. Grant of the Restricted Stock. 
 Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the number of Shares of Restricted Stock set forth in the Grant Notice
(the “Restricted Stock”). 
 3. Period of Restriction. 
 The Period of Restriction with respect to the Restricted Stock shall be as set forth in the Grant Notice (the “Period of Restriction”). The Participant acknowledges that prior to the expiration of the
applicable portion of the Period of Restriction, the Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of (whether voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Period of Restriction, the restrictions set forth in this Agreement with respect to the
Restricted Stock theretofore subject to such expired Period of Restriction shall lapse, except as may be provided in accordance with Section 11 hereof. 
 4. Evidence of Shares; Legend. 
 The Participant agrees that, in the Company’s
discretion, the Participant’s ownership of the Restricted Stock may be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated stock transfer agent in the
Participant’s name, which shall be subject to a stop transfer order consistent with this Agreement and the legend set forth in this Section 4 below. 
 If, however, during the Period of Restriction the Restricted Stock is evidenced by a stock certificate or certificates, registered in the Participant’s name, the Participant acknowledges that upon receipt of
such stock certificate or certificates, such certificates shall bear the following legend and such other legends as may be required by law or contract: 
 “These shares have been issued pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan (the “Plan”) and are subject to forfeiture to Visa Inc. in accordance with the terms of the Plan and
an Agreement between Visa Inc. and 







 
the person in whose name the certificate is registered. These shares may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of except in
accordance with the terms of the Plan and said Agreement.” 
 The Participant agrees that upon receipt of any such stock certificates for the
Restricted Stock the Participant shall deposit each such certificate with the Company, or such other escrow holder as the Committee may appoint, together with a stock power endorsed in blank or other appropriate instrument of transfer, to be held by
the Company or such escrow holder until the expiration of the applicable portion of the Period of Restriction. 
 Upon expiration of the
applicable portion of the Period of Restriction, a certificate or certificates representing the Shares as to which the Period of Restriction has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax
obligations in accordance with Section 6 hereof; provided, however, that such Shares may nevertheless be evidenced on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

 5. Termination. 

(a) Death and Disability. Upon Termination of the Participant due to death or disability (within the meaning of the Company’s, a
Subsidiary’s or an Affiliate’s long -term disability plan under which the Participant is covered from time to time (“Disability”)), then the Period of Restriction shall immediately lapse as to the full number of Shares of
Restricted Stock. 
 (b) Retirement. Upon Termination of the Participant at or after attainment of normal retirement eligibility
under the generally applicable retirement plan of the Company, a Subsidiary or an Affiliate under which the Participant is covered in his or her home country (“Retirement”), then the Period of Restriction shall immediately lapse as to the
full number of Shares of Restricted Stock. 
 (c) Without Cause. Upon Termination of the Participant by the Company, a Subsidiary
or an Affiliate without Cause (as defined below), whether prior to or following a Change of Control, then the Period of Restriction shall immediately lapse as to the full number of Shares of Restricted Stock. For the avoidance of doubt,
Section 14.1(b) of the Plan shall not apply to the Restricted Stock to the extent such provision conflicts with this Section 5(c). 
 (d) Good Reason following a Change of Control. If a Change of Control occurs, and, at any time prior to the second (2nd) anniversary of the Change of Control, the Participant terminates his or her
employment for Good Reason (as defined below), then the Period of Restriction shall immediately lapse as to the full number of Shares of Restricted Stock. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Restricted
Stock to the extent such provision conflicts with this Section 5(d). 
 (e) Other Terminations. Upon Termination of the Participant
for any reason other than due to death, Disability or, Retirement, termination without Cause or termination for Good Reason following a Change of Control, then all Restricted Stock for which the Period of Restriction had not lapsed prior to the date
of such Termination shall be immediately forfeited. 







 6. Taxes and Withholdings. 

Upon the expiration of the applicable portion of the Period of Restriction, as of or such earlier date on which the value of any Shares of
Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, any taxes of any kind required by law to be withheld with respect to such Shares shall be satisfied by the Company withholding Shares otherwise
deliverable to the Participant pursuant to the Restricted Stock award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding
obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income ), pursuant to any procedures, and subject to any
limitations as the Committee may prescribe and subject to applicable law, based on the Fair Market Value of the Shares on the payment date. The Company, a Subsidiary or an Affiliate may, in the discretion of the Committee, provide for alternative
arrangements to satisfy applicable tax withholding requirements in accordance with Article XVI of the Plan. 
 Notwithstanding the
immediately preceding paragraph, in the event the Participant makes an election pursuant to Section 83(b) of the Code, or the value of any Shares of Restricted Stock otherwise becomes includible in the Participant’s gross income for income
tax purposes prior to the expiration of the applicable Period of Restriction, the Participant shall pay to the Company in cash (or make other arrangements, in accordance with Article XVI of the Plan, for the satisfaction of) any taxes of any kind
required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the Committee may prescribe and subject to applicable law, the Participant may elect to
satisfy, in whole or in part, such withholding obligations by tendering to the Company Shares owned by the Participant (or the Participant and the Participant’s spouse jointly) and purchased or held for the requisite period of time as may be
required to avoid the Company or any Subsidiary or Affiliate incurring an adverse accounting charge, based on the Fair Market Value of the Shares on the payment date as determined by the Committee. Any such election made by the Participant must be
irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. In the event that the Participant elects immediate Federal income
taxation with respect to all or any portion of this award of Restricted Stock pursuant to Section 83(b) of the Code, the Participant agrees to deliver a copy of such election to the Company at the time such election is filed with the Internal
Revenue Service. 
 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 remains 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 Restricted Stock, 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 Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate the Participant’s (or his
or her beneficiary’s) liability for such tax. 







 7. Rights as a Shareholder. 

The Participant shall have all rights of a shareholder (including, without limitation, dividend and voting rights) with respect to the Restricted
Stock, for record dates occurring on or after the Grant Date and prior to the date any such Shares of Restricted Stock are forfeited in accordance with this Agreement, except that any dividends or distributions paid in Shares or other
securities (including, without limitation, any change in the shares of Restricted Stock pursuant to Section 4.2 of the Plan) with respect to the Restricted Stock shall, during the Period of Restriction, be deposited with the Company or any
holder appointed pursuant to Section 4 hereof, together with a stock power endorsed in blank or other appropriate instrument of transfer, or credited to the Participant’s book-entry account established under Section 4 hereof, as
applicable, and shall be subject to the same restrictions (including, without limitation, the Period of Restriction) as such Restricted Stock and otherwise considered to be such Restricted Stock for all purposes hereunder. 

8. No Right to Continued Employment. 
 Neither the Restricted Stock 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 lapse of the Period of Restriction 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 or being granted the Restricted Stock 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. 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. The Plan and the prospectus describing the Plan can be found on the Company’s HR intranet. 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” shall have the meaning set forth in the Visa Inc. 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) “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 employment agreement shall apply until the date on which such
employment agreement expires. 
 11. Compliance with Laws and Regulations. 

(a) The Restricted Stock and the obligation of the Company to 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 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 the Shares received upon
expiration of the Period of Restriction 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 any time 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. 

13. Other Plans. 
 The
Participant acknowledges that any income derived from this Restricted Stock award shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any
Subsidiary or Affiliate. 
 14. Clawback Policy. 
 Notwithstanding any other provision of this Agreement to the contrary, any cash incentive compensation, Restricted Stock granted and/or Shares issued hereunder, and/or any amount received with respect to any sale
of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, as it may be amended from time to time (the “Policy”). The
Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law
relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are permitted under the Policy any similar policy (as applicable to Participant) or applicable law without
further consent or action being required by you. To the extent that the terms of this Agreement and the Policy or any similar policy conflict, then the terms of such policy shall prevail. 







 Restricted Stock Award Agreement (US) - Schedule A 

Notice of Restricted Stock Grant 
  

			
	Participant:	  	<first_name> <middle_name> <last_name>
		
	Employee ID:	  	<emp_id>
		
	Company:	  	Visa Inc.
		
	Notice:	  	You have been granted the following award of restricted shares of common stock of the Company in accordance with the terms of the Visa Inc. 2007 Equity Incentive Compensation Plan (the
“Plan”) and the Restricted Stock Award Agreement (“Agreement”) attached hereto.
		
	Grant ID:	  	<award_id>
		
	Grant:	  	 Grant Date: <award_date>
 Number of Shares
of Restricted Stock: <shares_awarded>

		
	Period of Restriction:	  	The Period of Restriction applicable to those portions of the total number of Shares of your Restricted Stock listed in the “Portion of Shares” column below shall commence on the
Grant Date and shall lapse on the corresponding date listed in the “Vesting Date” column below.
		
		  	Shares on Vesting Date
		  	<vesting_schedule>
		
		  	However, in the event of your termination of employment by the Company without Cause, by you for Good Reason following a Change of Control or due to your death, Disability or Retirement
(as each of those terms are defined in the Agreement), the Period of Restriction will immediately lapse as to the full number of shares of Restricted Stock.
		
	Acceptance:	  	If you do not want to accept your Restricted Stock award, please complete the on-line form (“Accept or Reject Your Grant”) as promptly as possible, but, in any case, within
thirty (30) days after the Grant Date, to reject your Restricted Stock award. If you do not reject your award within thirty (30) days after the Grant Date, you will have accepted your Restricted Stock award and agreed to the terms and conditions set
forth in this Agreement and the terms and conditions of the Plan. You can access this on-line form through your account at eac.schwab.com.