0001193125-11-123143 Sample Contracts

FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 3rd, 2011 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of [ ], (“Grant Date”) is between MasterCard Incorporated, a Delaware Corporation (“Company”), and you (“Employee”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Long Term Incentive Plan (“Plan”).

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FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • May 3rd, 2011 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of [ ], (“Grant Date”) is between MasterCard Incorporated, a Delaware Corporation (“Company”), and you (“Employee”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Long Term Incentive Plan (“Plan”).

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FORM OF PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • May 3rd, 2011 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of [ ], (“Grant Date”) is between MasterCard Incorporated, a Delaware Corporation (“Company”), and you (“Employee”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Long Term Incentive Plan (“Plan”).

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