MASTERCARD INCORPORATED SCHEDULE OF NON-EMPLOYEE DIRECTORS ANNUAL COMPENSATION Effective May 31, 2006
EX-10.3 4 dex103.htm SCHEDULE OF NON-EMPLOYEE DIRECTORS' ANNUAL COMPENSATION Schedule of Non-Employee Directors' Annual Compensation
EXHIBIT 10.3
MASTERCARD INCORPORATED
SCHEDULE OF NON-EMPLOYEE DIRECTORS’ ANNUAL COMPENSATION
Effective May 31, 2006
| ANNUAL RETAINER | AMOUNT | ||
| Service as a Director | $ | 70,000 | |
| Service as Chairman of the Board | $ | 105,000 | |
| COMMITTEE SERVICE RETAINER | AMOUNT | ||
| Audit Committee Member | $ | 10,000 | |
| Human Resources and Compensation Committee Member | $ | 5,000 | |
| Nominating and Corporate Governance Committee Member | $ | 5,000 | |
| Audit Committee Chairperson | $ | 20,000 | |
| Human Resources and Compensation Committee Chairperson | $ | 10,000 | |
| Nominating and Corporate Governance Committee Chairperson | $ | 10,000 | |
| EQUITY AWARDS(1) | AMOUNT | ||
| Director | $ | 100,000 | |
| Chairman of the Board | $ | 150,000 | |
| (1) | Represents a grant of deferred stock units under the MasterCard Incorporated 2006 Non-Employee Director Equity Compensation Plan (the “Plan”), adopted by stockholders of MasterCard Incorporated (the “Company”) at the annual meeting of stockholders on July 18, 2006. Pursuant to the terms of the Plan, on the date of an annual meeting of stockholders in each year for so long as the Plan remains in effect, each non-employee director who is elected at such annual meeting or whose term of office will continue after the date of such annual meeting, will automatically be awarded a number of deferred stock units determined by dividing $100,000 ($150,000 in the case of the Chairman of the Board) by the average of the high and low prices for the Company’s Class A common stock on the exchange on which the shares are principally traded for the date of such annual meeting of stockholders. |
