0001141391-14-000022 Sample Contracts

FORM OF DEFERRED STOCK UNIT AGREEMENT
Form of Deferred Stock Unit Agreement • July 31st, 2014 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as [ ] (“Grant Date”) is between MasterCard Incorporated, a Delaware Corporation (“Company”), and you (“Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director Equity Compensation Plan amended and restated as of June 5, 2012 (the “Plan”). The parties hereby agree as follows:

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FORM OF RESTRICTED STOCK AGREEMENT [ ] GRANT
Restricted Stock Agreement • July 31st, 2014 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of [ ], (“Grant Date”) is between MasterCard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director Equity Compensation Plan (“Plan”) and, where applicable, in the 2006 Long Term Incentive Plan (the “Omnibus Plan”), both as amended and restated as of June 5, 2012.

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