Common use of Capacities, Duties and Authority Clause in Contracts

Capacities, Duties and Authority. 2.1 Effective on the Effective Date, the Executive shall continue to serve the Company in the position of General Counsel, Chief Franchise Officer & Corporate Secretary. 2.2 During the Term of Employment, the Executive shall be employed and have such titles and authority, perform such duties, discharge such responsibilities and render such services as are assigned to the Executive from time to time by the Company. 2.3 During the Term of Employment, the Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business time, energy and skills to the Company; provided, however, that nothing herein shall preclude the Executive from (i) making and managing personal investments, (ii) serving in any capacity with any civic, educational or charitable organization so long as such activities are disclosed, in writing, to the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct, as may be amended from time to time, (the “Company’s Code of Conduct”) and do not conflict with the interests of the Company, the terms of the Company’s Code of Conduct or interfere with the performance of the Executive’s duties and obligations hereunder, including, but not limited to the obligations set forth in Paragraph 6 hereof; or (iii) serving as an outside corporate director so long as such service is disclosed, in writing, to and approved, in writing, by the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct.

Capacities, Duties and Authority. 2.1 Effective on the Employment Term Effective Date, the Executive shall continue to serve the Company in the position of General Counsel, President and Chief Franchise Operating Officer & Corporate Secretary(“COO”). 2.2 During the Term of Employment, the Executive shall be employed and have such titles and authority, perform such duties, discharge such responsibilities and render such services as are assigned to the Executive from time to time by the Company. 2.3 During the Term of Employment, the Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business time, energy and skills to the Company; provided, however, that nothing herein shall preclude the Executive from (i) making and managing personal investments, (ii) serving in any capacity with any civic, educational or charitable organization so long as such activities are disclosed, in writing, to the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct, as may be amended from time to time, (the “Company’s Code of Conduct”) and do not conflict with the interests of the Company, the terms of the Company’s Code of Conduct or interfere with the performance of the Executive’s duties and obligations hereunder, including, but not limited to the obligations set forth in Paragraph 6 hereof; or (iii) serving as an outside corporate director so long as such service is disclosed, in writing, to and approved, in writing, by the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct.

Capacities, Duties and Authority. 2.1 Effective on the Effective Date, the Executive shall continue to serve the Company in the position positions of General Counsel, President and Chief Franchise Executive Officer & Corporate Secretary(“CEO”) of the Company and MasterCard Incorporated. 2.2 During the Term of Employment, in his capacity as CEO, the Executive shall be employed and have such titles and authority, perform such duties, discharge such responsibilities and render such services as are assigned customary to and consistent with such position, subject to the Executive from time to time by authority and direction of the CompanyBoard of Directors or its designee. 2.3 During the Term of Employment, the Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business time, energy and skills to the Company; provided, however, that nothing herein shall preclude the Executive from (i) making and managing personal investments, (ii) serving in any capacity with any civic, educational or charitable organization so long as such activities are disclosed, in writing, to the Company’s General Counsel and the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct, as may be amended from time to time, (the “Company’s Code of Conduct”) and do not conflict with the interests of the Company, the terms of the Company’s Code of Conduct or interfere with the performance of the Executive’s duties and obligations hereunder, including, but not limited to the obligations set forth in Paragraph 6 hereof; or (iii) serving as an outside corporate director so long as such service is discloseddisclosed in writing to, and approved in writingwriting by, to the Nominating and approved, in writing, by the Company’s Global Compliance Officer in accordance with the terms Corporate Governance Committee of the Company’s Code Board of ConductDirectors.

Capacities, Duties and Authority. 2.1 Effective on the Effective Date, the Executive shall continue to serve the Company in the position of General CounselPresident, Chief Franchise Officer & Corporate SecretaryGlobal Accounts. 2.2 During the Term of Employment, the Executive shall be employed and have such titles and authority, perform such duties, discharge such responsibilities and render such services as are assigned to the Executive from time to time by the Company. 2.3 During the Term of Employment, the Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business time, energy and skills to the Company; provided, however, that nothing herein shall preclude the Executive from (i) making and managing personal investments, (ii) serving in any capacity with any civic, educational or charitable organization so long as such activities are disclosed, in writing, to the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct, as may be amended from time to time, (the “Company’s Code of Conduct”) and do not conflict with the interests of the Company, the terms of the Company’s Code of Conduct or interfere with the performance of the Executive’s duties and obligations hereunder, including, but not limited to the obligations set forth in Paragraph 6 hereof; or (iii) serving as an outside corporate director so long as such service is disclosed, in writing, to and approved, in writing, by the Company’s Global Compliance Officer in accordance with the terms of the Company’s Code of Conduct.