VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN CEO Performance Share Award Agreement

Exhibit 10.36

VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN CEO

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, in its discretion, determines to make such payments in cash or a combination of cash and Shares. The foregoing to the contrary notwithstanding, if the Participant’s Termination occurs under any circumstances other than death, any such payment due by reason of such Termination shall be delayed for six months from the date of such Termination if the Participant is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code).

3. Performance Criteria and Vesting Applicable to Performance Shares .

(a) Performance Criteria .

(i) Performance Cycle . The Performance Cycle for this Award shall commence on October 1, 2008, and shall end on September 30, 2009.

(ii) Performance Goal . The Performance Goal for the Performance Cycle is specified levels of the Company’s Adjusted Net Income. For this purpose,

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“ Adjusted Net Income ” means the Company’s fiscal year 2009 net revenue, less operating expenses, including depreciation and amortization, as reported in the Company’s Fiscal Year 2009 Financial Statements. Expenses related to covered litigation, restructuring costs, purchase amortization, and other income and expenses are excluded. The amount of Adjusted Net Income shall be adjusted to exclude the effects of extraordinary items to the extent approved by the Committee in its discretion.

(iii) Percentage of Performance Shares Earned . The extent to which Performance Shares shall become earned when and to the extent determined by the Committee according to the following schedule:

If the Adjusted Net Income falls between Threshold and Target, or between Target and Maximum, then the percentage of Performance Shares earned shall be the sum of the Percentage of Performance Shares Earned in the schedule above for the lower such Performance Level plus the product of (i) the difference between the Percentage of Performance Shares Earned in the schedule above for the greater and lower such Performance Levels, multiplied by (ii) a fraction, the numerator of which is the amount by which the Adjusted Net Income achieved exceeds the Adjusted Net Income in the schedule above for the lower such Performance Level and the denominator of which is the difference between Adjusted Net Income amounts in the schedule above for the greater and lower such Performance Levels. The percentage of Performance Shares earned shall never exceed 200%.

(iv) Notification . Promptly following the end of the Performance Cycle, the Committee shall notify the Participant in writing of the number of Performance Shares earned.

(b) Vesting . One-half of the Performance Shares that are earned pursuant to Section 3(a) shall become vested on each of November 5, 2010, and November 5, 2011.

4. Termination of Employment .

(a) In General . Except as otherwise provided in this Section 4 or in Section 5 of this Agreement or in the Plan, all Performance Shares subject to this Award that have not become vested pursuant to Section 3(b) prior to the date of the Participant’s Termination shall be immediately forfeited upon such Termination.

(b) Death, Disability, without Cause, for Good Reason prior to a Change of Control, and Retirement . Upon Termination of the Participant after the end of the

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Performance Cycle due to death or Disability (as defined below), by the Company without Cause (as defined below) , by the Participant for Good Reason (as defined below) prior to a Change of Control or 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”), the Participant shall be fully vested in all of his or her Performance Shares that have been earned pursuant to Section 3(a)(iii) but are not yet vested under Section 3(b). If Termination of the Participant occurs due to death or Disability, by the Company without Cause, by the Participant for Good Reason prior to a Change of Control or Retirement, in each case, prior to the end of the Performance Cycle, as of the last day of the Performance Cycle, all of the Performance Shares (if any) subject to this Award shall be eligible to be earned (based on actual performance through the end of the Performance Cycle), and any such earned Performance Shares shall be fully vested.

5. Change of Control . Notwithstanding Sections 2, 3 or 4 of this Agreement to the contrary, if a Change of Control occurs, and, at any later time prior to the second (2nd) anniversary of the Change of Control, but after the end of the Performance Cycle, the Participant incurs a Termination, either by the Company, a Subsidiary or an Affiliate without Cause, or by the Participant for Good Reason, then the Participant shall be fully vested in all of the Performance Shares subject to this Award that have been earned pursuant to Section 3(a)(iii) but not yet vested under Section 3(b) ( provided that, if such Change of Control occurs prior to the end of the Performance Cycle, the percentage of Performance Shares subject to this Award earned shall be based on the deemed achievement of the Target Performance Level (within the meaning of Section 3(a)(iii)), and such earned Performance Shares shall be fully vested upon any such Termination). For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply to the Performance Shares subject to this Agreement to the extent such provision conflicts with this Section 5.

6. Restrictions on Transfer . Performance Shares may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except (a) by will or the laws of descent and distribution or (b) as otherwise permitted pursuant to the Plan.

7. Dividend Equivalents . Each Performance Share subject to this Award shall entitle the Participant to Dividend Equivalents with respect to regular cash dividends that would otherwise be paid on one Share during the period from the date such Performance Share is earned in accordance with Section 3(a) to the date such Performance Share is paid in accordance with Section 2 or forfeited in accordance with Section 4(a). Any such Dividend Equivalent shall be paid to the Participant at (or within thirty (30) days followin