0001193125-06-220409 Sample Contracts

STIPULATION AND AGREEMENT OF SETTLEMENT
Settlement Agreement • November 1st, 2006 • Mastercard Inc • Services-business services, nec • New York
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DEFERRED STOCK UNIT AGREEMENT
Deferred Stock Unit Agreement • November 1st, 2006 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of ___________, (“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 (the “Plan”). The parties hereby agree as follows:

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