8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2013

VISA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33977	26-0267673
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
P.O. Box 8999, San Francisco, California		94128-8999
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 932-2100

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e)

On March 29, 2013, John M. Partridge executed a confirmation letter (the “Confirmation Letter”) in connection with his resignation as President of Visa Inc. (the “Company”), as previously announced in a Form 8-K filed December 12, 2012. The Confirmation Letter clarifies that, after Mr. Partridge’s term as President ends on March 31, 2013, he will remain employed by the Company in a different capacity to provide assistance on special projects. In exchange, Mr. Partridge will receive a reduced monthly base salary of $50,000 for services performed after March 31, 2013, and payment of $562,500 in November 2013, representing a pro-rated payment of Mr. Partridge’s target bonus under the Visa Incentive Plan for 2013 based on his employment as President through March 31, 2013. In addition, during his continued employment, Mr. Partridge will continue to be eligible for the benefits available to the Company’s U.S.-based employees generally. In consideration for Mr. Partridge’s continued employment with the Company, Mr. Partridge agreed that he will be required to execute a separation agreement, including a full release of claims and confidentiality and non-solicitation covenants, if his employment terminates for any reason after November 30, 2013.

The foregoing summary of the Confirmation Letter does not purport to be complete and is qualified in its entirety by reference to the terms of the Confirmation Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Confirmation Letter by John M. Partridge dated March 29, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: April 1, 2013

VISA INC.
By:	/s/ Charles W. Scharf
Name:	Charles W. Scharf
Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

March 29, 2013

John Partridge

President

Visa Inc.

P.O. Box 8999

San Francisco, California 94128

Attention: Charlie Scharf, CEO

Dear Charlie:

As previously agreed and announced by Visa Inc. (the “Company’) on December 12, 2012, my resignation from the position of President of the Company is effective as of March 31, 2013 (the “Resignation Date”). Rather than terminating my employment with the Company, however, this letter confirms that I will remain on as an employee of the Company on an “at will” basis following the Resignation Date to provide assistance on special projects, provided I receive, subject to applicable withholdings: (1) a reduced monthly salary of $50,000 after the Resignation Date, (2) a payment of $562,500 in November 2013 (representing a pro-rated target VIP bonus for employment as President through March 31, 2013), and (3) employee benefits as are generally available to the Company’s U.S. employees. Services associated with my continued employment will be in an amount sufficient to ensure that I have not, and will not be deemed to have, incurred a “separation from service” with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, at any time until my employment with the Company terminates in its entirety.

I understand that during the time of my employment I will continue to vest in any equity incentive awards previously granted to me, pursuant to the terms of such awards. I also understand and agree that following the Resignation Date, the Company will not grant to me, and I shall have no right or entitlement to receive, any new grant of equity incentive awards or cash incentive awards or bonuses (other than the $562,500 referenced above). In exchange for my continued employment with the Company, I agree that in the event that my employment with the Company terminates for any reason after November 30, 2013, I will execute (and will not revoke) a separation agreement containing a full release of claims, confidentiality, non-solicitation and other customary terms, in a form provided by the Company. In the meantime, by signing below, I release and waive all claims arising out of the terms of my employment after the Resignation Date, as described in this letter, including claims that such terms could give rise to a Covered Termination or a termination for Good Reason under the Visa Inc. Executive Severance Plan or any other plan, agreement or arrangement between me and the Company. I understand the arrangement described in this letter contains consideration by both me and the Company and is legally binding.

Very truly yours,

 /s/ John M. Partridge

John M. Partridge