Visa Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG VISA INC. MARKET ST. CORP. AND CYBERSOURCE CORPORATION Dated as of April 20, 2010
Agreement and Plan of Merger • April 21st, 2010 • Visa Inc. • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 20, 2010, by and among VISA INC., a Delaware corporation (“Parent”), MARKET ST. CORP., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and CYBERSOURCE CORPORATION, a Delaware corporation (the “Company“).

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Visa Inc. Performance Share Award Agreement
Performance Share Award Agreement • April 27th, 2023 • Visa Inc. • Services-business services, nec • Delaware

This Performance Share Award Agreement (this “Agreement”), dated [Insert Date] (the “Grant Date”), is by and between Visa Inc. (the “Company”) and <first_name> <last_name> (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.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2008 • Visa Inc. • Services-business services, nec • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2008, by and between William M. Sheedy (the “Executive”) and Visa Inc., a Delaware corporation (the “Company”).

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VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN Performance Share Award Agreement
Performance Share Award Agreement • November 18th, 2011 • Visa Inc. • Services-business services, nec

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated November 5, 2011 (the “Grant Date”), is by and between VISA INC. (the “Company”) and <PARTC_NAME> (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.

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INDEMNITY AGREEMENT
Indemnity Agreement • August 2nd, 2007 • Visa Inc. • Services-business services, nec • Delaware

This Indemnity Agreement (“Agreement”) is made as of , 200 by and between VISA Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • April 27th, 2023 • Visa Inc. • Services-business services, nec • California

THIS AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is made and entered into effective as of January 30, 2023 (“Effective Date”), by and between Visa U.S.A. Inc., a Delaware corporation (the “Company”), and Ryan McInerney (the “Executive”).

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Contract
Visa Inc. • December 14th, 2015 • Services-business services, nec • New York

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

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Form of Performance Share Award Agreement for Executives with Employment Agreements VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN Performance Share Award Agreement
Performance Share Award Agreement • November 21st, 2008 • Visa Inc. • Services-business services, nec

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.

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OMNIBUS AGREEMENT REGARDING INTERCHANGE LITIGATION JUDGMENT SHARING AND SETTLEMENT SHARING
Omnibus Agreement • July 16th, 2012 • Visa Inc. • Services-business services, nec • New York

WHEREAS, this Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing (“Omnibus Agreement”) applies to the undersigned parties (each a “Signatory,” and together the “Signatories”), who have been or may be named as defendants in the Interchange Litigation (or any portion thereof) as that term is defined in Paragraph 1 below;

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MASTER AGREEMENT
Master Agreement • August 30th, 2007 • Visa Inc. • Services-business services, nec • New York

** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

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AMENDED AND RESTATED TRANSACTION AGREEMENT dated as of May 10, 2016, between VISA INC. and VISA EUROPE LIMITED
Transaction Agreement • May 10th, 2016 • Visa Inc. • Services-business services, nec • Delaware

This AMENDED AND RESTATED TRANSACTION AGREEMENT, dated as of May 10, 2016 (this “Agreement”), is entered into by and between Visa Inc., a Delaware corporation (“VI”) and Visa Europe Limited, a company incorporated under the laws of England and Wales (“VE”), and, following its subsequent joinder hereto pursuant to Article X, and, solely for purposes of the VE Member Representative Sections, the VE Member Representative, and amends and restates in its entirety the Transaction Agreement, dated as of November 2, 2015 (the “Original Agreement”), by and between VI and VE.

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FORM OF MAKEWHOLE AGREEMENT
Makewhole Agreement • January 29th, 2024 • Visa Inc. • Services-business services, nec • New York

This MAKEWHOLE AGREEMENT (this “Agreement”) is entered into by and between VISA INC., a Delaware corporation (the “Corporation”), THE HOLDER OF VISA COMMON STOCK IDENTIFIED ON THE SIGNATURE PAGE HEREOF (the “Holder”) and each PARENT GUARANTOR IDENTIFIED ON THE SIGNATURE PAGE HEREOF (each, a “Parent Guarantor,” and together with the Corporation and the Holder, each a “Party,” and collectively the “Parties”) as of the date set forth on the Corporation’s signature page hereof (the “Effective Date”). The terms “Class B-X Common Stock” and “Class B-Y Common Stock” are defined in Section 13 hereof. Capitalized terms not defined herein are defined in or by reference to the Corporation’s Eighth Restated Certificate of Incorporation (the “Certificate of Incorporation”) as in effect on the date hereof.

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Visa Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • January 28th, 2022 • Visa Inc. • Services-business services, nec • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date (the “Grant Date”) set forth in the Notice of Restricted Stock Unit 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.

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Visa Inc. Stock Option Award Agreement
Stock Option Award Agreement • November 19th, 2010 • Visa Inc. • Services-business services, nec

This Stock Option Award Agreement (this “Agreement”), dated as of the Grant Date set forth in the Notice of Option 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.

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Contract
Visa Inc. • December 14th, 2015 • Services-business services, nec • New York

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

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AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT AGREEMENT
Credit Agreement • July 26th, 2023 • Visa Inc. • Services-business services, nec • New York

THIS AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT AGREEMENT dated as of May 31, 2023 is among Visa Inc., a Delaware corporation (“Visa Inc.”), Visa International Service Association, a Delaware corporation (“Visa International”), Visa U.S.A. Inc., a Delaware corporation (“Visa U.S.A.”), Visa Europe Limited, a private company limited by shares incorporated under the laws of England and Wales (“VEL”), certain other Subsidiaries of Visa Inc. party hereto pursuant to Section 2.24 (each a “Designated Borrower” and, together with Visa Inc., Visa International, Visa U.S.A., and VEL, each a “Borrower” and collectively the “Borrowers”), each financial institution from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent for the Lenders.

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Visa Inc. Stock Option Award Agreement
Stock Option Award Agreement • January 28th, 2022 • Visa Inc. • Services-business services, nec • Delaware

This Stock Option Award Agreement (this “Agreement”), dated as of the Grant Date set forth in the Notice of Option 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.

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Visa Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • November 19th, 2010 • Visa Inc. • Services-business services, nec

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date (the “Grant Date”) set forth in the Notice of Restricted Stock Unit 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.

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LOSS SHARING AGREEMENT
Loss Sharing Agreement • November 2nd, 2015 • Visa Inc. • Services-business services, nec

A In connection with the proposed acquisition by Visa Inc. (or its Affiliate) of the entire issued and outstanding share capital of Visa Europe (the “Transaction”) announced on or around the date of this Deed, the UK Members (or their respective Affiliate(s) or nominee(s)) will, in addition to other consideration payable in connection therewith, be issued UK&I Preferred Stock by Visa Inc. The terms of the UK&I Preferred Stock include provisions effecting a reduction in the rate at which UK&I Preferred Stock is eligible for conversion (in accordance with the terms of the UK&I Preferred Stock) into Class A Common Stock or Class A Equivalent Preferred Stock of Visa Inc. (each a “UK&I Conversion Rate Reduction”) to reflect all or part of relevant Covered Losses suffered by Visa Group Members.

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AGREEMENT TO PREPAY FUTURE PAYMENTS AT A DISCOUNT
Visa Inc. • August 31st, 2009 • Services-business services, nec • New York

This Agreement to Prepay Future Payments at a Discount (the “Agreement”) is dated as of August 31, 2009, by and between Co-Lead Counsel (as defined below), acting collectively as binding representative and agent of the Plaintiffs and Visa U.S.A. Inc. (“Visa”). Terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement (as defined below).

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364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 31, 2013 AMONG VISA INC., VISA INTERNATIONAL SERVICE ASSOCIATION, AND VISA U.S.A. INC., AS BORROWERS, THE LENDERS, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT JPMORGAN CHASE BANK, N.A., AS...
Assignment and Assumption • January 31st, 2013 • Visa Inc. • Services-business services, nec • New York

THIS 364-DAY REVOLVING CREDIT AGREEMENT dated as of January 31, 2013, is among Visa Inc., a Delaware corporation (“Visa Inc.”), Visa International Service Association, a Delaware corporation (“Visa International”), and Visa U.S.A. Inc., a Delaware corporation (“Visa U.S.A.”; together with Visa Inc. and Visa International, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent for the Lenders. The parties hereto agree as follows:

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DATA CENTER LEASE BETWEEN VISA U.S.A. INC. AND A VIRGINIA LIMITED PARTNERSHIP
Center Lease • July 24th, 2007 • Visa Inc. • Services-business services, nec • Virginia

** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

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364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 29, 2014 AMONG VISA INC., VISA INTERNATIONAL SERVICE ASSOCIATION, AND VISA U.S.A. INC., AS BORROWERS, THE LENDERS,
Assignment and Assumption • April 24th, 2014 • Visa Inc. • Services-business services, nec • New York

THIS 364-DAY REVOLVING CREDIT AGREEMENT dated as of January 29, 2014, is among Visa Inc., a Delaware corporation (“Visa Inc.”), Visa International Service Association, a Delaware corporation (“Visa International”), and Visa U.S.A. Inc., a Delaware corporation (“Visa U.S.A.”; together with Visa Inc. and Visa International, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent for the Lenders. The parties hereto agree as follows:

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AMENDMENT OF INTERCHANGE JUDGMENT SHARING AGREEMENT
Interchange Judgment Sharing Agreement • November 20th, 2015 • Visa Inc. • Services-business services, nec

With respect to the Interchange Judgment Sharing Agreement dated as of July 1, 2007, among Visa U.S.A. Inc., Visa International Service Association, and various financial institutions, as amended and restated in the Amended and Restated Interchange Judgment Sharing Agreement dated as of December 16, 2008, and as further amended on February 7, 2011, and August 26, 2014 (the “Interchange Judgment Sharing Agreement”), and in consideration of the mutual covenants and agreements contained herein, the undersigned parties agree as of the Effective Date as follows:

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Charles Scharf
Visa Inc. • October 21st, 2016 • Services-business services, nec

This letter sets forth the terms of your agreement to provide consulting and advisory services to Visa Inc. (the “Company”) following your voluntary resignation as Chief Executive Officer of the Company and a member of the Board of Directors of the Company (the “Board”) effective as of December 1, 2016.

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FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 15, 2008 AMONG VISA INC., VISA INTERNATIONAL SERVICE ASSOCIATION, AND VISA U.S.A. INC., AS BORROWERS, THE LENDERS, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., AS...
Assignment and Assumption • February 25th, 2008 • Visa Inc. • Services-business services, nec • New York

THIS FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of February 15, 2008, is among Visa Inc., a Delaware corporation (“Visa Inc.”), Visa International Service Association, a Delaware corporation (“Visa International”), and Visa U.S.A. Inc., a Delaware corporation (“Visa U.S.A.”; together with Visa Inc. and Visa International, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as Administrative Agent for the Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent, and the Co-Documentation Agents set forth on the cover page hereof. The parties hereto agree as follows:

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Confidential Information Schedule [ ] Chase ** Incentive Funding Schedule
Visa Inc. • November 9th, 2007 • Services-business services, nec

THIS SCHEDULE [ ] (together with the Annex(s) and the Agreement, hereto or incorporated into this document, this “Schedule [ ]”), dated September 1, 2007, is entered into between Chase Bank USA, N.A., and Visa U.S.A. Inc., a Delaware corporation, with offices located at 123 Mission Street, San Francisco, CA 94105.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2010 • Visa Inc. • Services-business services, nec • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2010, by and between Joseph W. Saunders (the “Executive”) and Visa Inc., a Delaware corporation (the “Company”).

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Release and Settlement Agreement
Visa Inc. • December 21st, 2007 • Services-business services, nec • New York
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INDEMNITY AGREEMENT
Indemnity Agreement • January 31st, 2020 • Visa Inc. • Services-business services, nec • Delaware

This Indemnity Agreement (“Agreement”) is made as of ______, by and between Visa Inc., a Delaware corporation (the “Company”), and [FULL NAME] (“Indemnitee”).

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Schedule With Respect to Interchange Judgment Sharing Agreement
Judgment Sharing Agreement • February 8th, 2011 • Visa Inc. • Services-business services, nec

The Interchange Judgment Sharing Agreement (the “Original JSA”), dated as of July 1, 2007, among Visa U.S.A. Inc., Visa International Service Association and various financial institutions was substantially identical in all material respects to the Form of the Judgment Sharing Agreement filed as Exhibit 10.12 to Amendment No. 1 to the Company’s July 2007 registration statement on Form S-4. The Original LSA was amended and restated in the Amended and Restated Interchange Judgment Sharing Agreement dated as of December 16, 2008 (as amended and restated, the “Interchange Judgment Sharing Agreement”), to give effect to the Company’s ability to deposit Loss Funds into the Escrow Account as provided for in the Company’s Fifth Amended and Restated Certificate of Incorporation and as described in the Company’s Proxy Statement, dated November 14, 2008. On February 7, 2011, Visa Inc. (the “Company”) entered into a Consent to Amendment of Interchange Judgment Sharing Agreement (the “JSA Amendment

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INDEMNITY AGREEMENT
Indemnity Agreement • October 25th, 2012 • Visa Inc. • Services-business services, nec • Delaware

This Indemnity Agreement (“Agreement”) is made as of , by and between Visa Inc., a Delaware corporation (the “Company”), and [FULL NAME] (“Indemnitee”).

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Visa Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • November 19th, 2010 • Visa Inc. • Services-business services, nec

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date (the “Grant Date”) set forth in the Notice of Restricted Stock Unit 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.

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Notice of Restricted Stock Grant
Restricted Stock Award Agreement • February 13th, 2008 • Visa Inc. • Services-business services, nec

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.

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AMENDED AND RESTATED AMENDMENT NO. 1 TO THE VISA EUROPE PUT–CALL OPTION AGREEMENT
Option Agreement • May 10th, 2016 • Visa Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED AMENDMENT NO. 1 TO THE VISA EUROPE PUT–CALL OPTION AGREEMENT (this “Amendment”) is entered into as of 10 May 2016, by and between: (i) VISA Inc., a Delaware corporation having a registered address of business at P.O. Box 8999, San Francisco, California 94128 (“Visa Inc.”); and (ii) Visa Europe Limited, a company registered in England and Wales with its registered address at One Sheldon Square, London W2 6TT (“Visa Europe”), both on behalf of itself and on behalf of the holders of the issued shares in the capital of Visa Europe from time to time (each a “Visa Europe Shareholder”), pursuant to the authority granted by the Visa Europe Shareholders to Visa Europe under Visa Europe’s articles of association, and, where applicable, the membership deeds executed by and between Visa Europe Shareholders and Visa Europe, to transfer all of the shares of the Visa Europe Shareholders with respect to the matters contemplated by the Option Agreement (as defined below), and

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