MASTERCARD INCORPORATED SCHEDULE OF NON-EMPLOYEE DIRECTORS ANNUAL COMPENSATION Effective as of June 5, 2012

EX-10.3 4 ex103-06302012.htm SCHEDULE OF NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN EX 10.3 - 06.30.2012
Exhibit 10.3

MASTERCARD INCORPORATED
SCHEDULE OF NON-EMPLOYEE DIRECTORS’ ANNUAL COMPENSATION
Effective as of June 5, 2012
 
 
 
 
 
ANNUAL RETAINER
 
AMOUNT
Service as a Director
 
$
90,000

Service as Chairman of the Board
 
$
125,000

 
 
COMMITTEE SERVICE RETAINER
 
AMOUNT
Audit Committee Member
 
$
15,000

Human Resources and Compensation Committee Member
 
$
10,000

Nominating and Corporate Governance Committee Member
 
$
10,000

Audit Committee Chairperson
 
$
25,000

Human Resources and Compensation Committee Chairperson
 
$
20,000

Nominating and Corporate Governance Committee Chairperson
 
$
20,000

 
 
EQUITY AWARDS(1)
 
AMOUNT
 
 
 
 
Director
 
$
130,000

Chairman of the Board
 
$
180,000

 
 
(1)
Represents a grant of deferred stock units, restricted stock or other alternative awards under the MasterCard Incorporated 2006 Non-Employee Director Equity Compensation Plan (the “Plan”), as amended and restated as of June 5, 2012. The Plan was initially adopted by stockholders of MasterCard Incorporated (the “Company”) at its annual meeting of stockholders on July 18, 2006. Stockholders approved the amended and restated Plan at the Company’s annual meeting of stockholders on June 5, 2012. Pursuant to the terms of the Plan, as amended and restated, 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 (with the exception of the Chairman of the Board) 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 an equivalent number of either deferred stock units, restricted stock or another alternative award.