MASTERCARD INCORPORATED SCHEDULE OF NON-EMPLOYEEDIRECTORS ANNUAL COMPENSATION Effective as of January 1, 2010

EX-10.25 3 dex1025.htm SCHEDULE OF NON-EMPLOYEE DIRECTORS' ANNUAL COMPENSATION Schedule of Non-Employee Directors' Annual Compensation

EXHIBIT 10.25

MASTERCARD INCORPORATED

SCHEDULE OF NON-EMPLOYEE DIRECTORS’ ANNUAL COMPENSATION

Effective as of January 1, 2010

 

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

    $ 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 and amended and restated as of December 1, 2008. 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 closing price 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.