U.S. $1,200,000,000Credit Agreement • November 9th, 2001 • Mastercard Inc • Services-business services, nec • New York
1 Exhibit 10.6Agreement • September 10th, 2001 • Mastercard Inc • Services-business services, nec • New York
MASTER FILE NO. CV-96-5238 IN RE VISA CHECK/MASTERMONEY (Gleeson, J.) (Mann, M.J.) ANTITRUST LITIGATION - - - - - - - - - - - - - - - - - - - x SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Settlement Agreement" or "Agreement") is made as of...Settlement Agreement • August 8th, 2003 • Mastercard Inc • Services-business services, nec • New York
Exhibit 10.7 FORM OF EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICERS OTHER THAN THE PRESIDENT AND CEO Agreement made and entered into this _____ day of __________, 20__ (the "Effective Date"), by and between MasterCard International Incorporated, a...Employment Agreement • March 7th, 2003 • Mastercard Inc • Services-business services, nec • New York
CITY OF KANSAS CITY, MISSOURI, AS LESSOR, AND MASTERCARD INTERNATIONAL, LLC, AS LESSEELease Agreement • August 8th, 2003 • Mastercard Inc • Services-business services, nec • Missouri
AMONG MASTERCARD INCORPORATED, AS BORROWER MASTERCARD INTERNATIONAL INCORPORATED, AS GUARANTORCredit Agreement • August 5th, 2005 • Mastercard Inc • Services-business services, nec • New York
EXHIBIT 4 MASTERCARD INTERNATIONAL INCORPORATED NOTE PURCHASE AGREEMENT DATED AS OF JUNE 30, 1998 $80,000,000 6.67% SUBORDINATED NOTES DUE JUNE 30, 2008 MASTERCARD INTERNATIONAL INCORPORATED NOTE PURCHASE AGREEMENT TABLE OF CONTENTSNote Purchase Agreement • November 9th, 2001 • Mastercard Inc • Services-business services, nec • New York
RECITALSAgreement and Plan of Merger • August 15th, 2001 • Mastercard Inc • Delaware
Exhibit 10.11 CHANGE-IN-CONTROL AGREEMENT AGREEMENT, made and entered into as of the 10th day of August 2001 by and between MasterCard International Incorporated, a Delaware corporation, (the "Company") and Robert W. Selander (the "Executive"). W I T...Change-in-Control Agreement • November 9th, 2001 • Mastercard Inc • Services-business services, nec • New York
SHARE EXCHANGE AGREEMENT BY AND AMONG MASTERCARD INCORPORATED AND THE SHAREHOLDERS OF MASTERCARD/EUROPAY U.K. LIMITED DATED AS OF MAY , 2002Share Exchange Agreement • May 14th, 2002 • Mastercard Inc • Services-business services, nec • New York
-iii- SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this "AGREEMENT") is entered into as of May , 2002, by and among MasterCard Incorporated, a Delaware corporation ("MC GLOBAL"), the undersigned shareholders (each, a "MEPUK SHAREHOLDER" and collectively, the "MEPUK SHAREHOLDERS") of MasterCard/Europay U.K. Limited, a company limited by shares organized and existing under the laws of England ("MEPUK"), and MEPUK (for purposes of Section 7.11 only). Terms used herein shall have meanings ascribed to them in the Share Exchange and Integration Agreement by and among MC Global, MasterCard International Incorporated, a Delaware non-stock corporation ("MCI"), and Europay International S.A., a Belgian company limited by shares ("EPI"), as amended, modified, supplemented or restated from time to time, dated as of February 13, 2002 (the "INTEGRATION AGREEMENT"), substantially in the form of Exhibit A hereto, unless otherwise defined herein. RECITALS WHEREAS, MCI operates a global payme
Exhibit 10.7 EMPLOYMENT AGREEMENT Agreement made and entered into this 10th day of August, 2001 (the "Effective Date"), by and between MasterCard International Incorporated, a Delaware corporation (the "Company") and Robert W. Selander (the...Employment Agreement • November 9th, 2001 • Mastercard Inc • Services-business services, nec • New York
AMONGCredit Agreement • August 14th, 2002 • Mastercard Inc • Services-business services, nec • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • November 9th, 2001 • Mastercard Inc • Services-business services, nec • New York
Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033 Underwriting AgreementMastercard Inc • March 9th, 2023 • Services-business services, nec • New York
Mastercard Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its 4.875% Notes due 2028 and its 4.850% Notes due 2033, in each case identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 13, 2002 BY AND AMONG MASTERCARD INTERNATIONAL INCORPORATED, MASTERCARD INCORPORATED AND MASTERCARD MERGER SUB, INC.Agreement and Plan of Merger • May 14th, 2002 • Mastercard Inc • Services-business services, nec • Delaware
1,500,000,000 3.850% Notes due 2050 Underwriting AgreementMastercard Inc • March 26th, 2020 • Services-business services, nec • New York
Mastercard Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its 3.300% Notes due 2027, its 3.350% Notes due 2030 and its 3.850% Notes due 2050, in each case identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shal
EXHIBIT 4.1The Note Purchase Agreement • November 9th, 2004 • Mastercard Inc • Services-business services, nec • New York
Exhibit 8 [PILLSBURY WINTHROP LLP LETTERHEAD] February 13, 2002 MasterCard International Incorporated 2000 Purchase Street Purchase, New York 10577 MasterCard Incorporated 2000 Purchase Street Purchase, New York 10577 Re: Share Exchange and...Mastercard Inc • February 14th, 2002 • Services-business services, nec
FORM OF STOCK OPTION AGREEMENT 20xx GRANT [effective for awards grnated on and subsequent to March 1, 2023] Name: xxxxxx $ Granted: $ xxx,xxxStock Option Agreement • April 27th, 2023 • Mastercard Inc • Services-business services, nec
THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “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, as amended (“Plan”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT 20xx GRANT [effective for awards granted on and subsequent to March 1, 2023] Name: xxxxxx $ Granted: $ xxx,xxxRestricted Stock Unit Agreement • April 27th, 2023 • Mastercard Inc • Services-business services, nec
THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “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, as amended (“Plan”).
SHARE EXCHANGE AND INTEGRATION AGREEMENT BY AND AMONG MASTERCARD INCORPORATED, MASTERCARD INTERNATIONAL INCORPORATED, AND EUROPAY INTERNATIONAL S.A. DATED AS OF FEBRUARY 13, 2002Share Exchange and Integration Agreement • May 14th, 2002 • Mastercard Inc • Services-business services, nec • New York
Mastercard Incorporated €750,000,000 1.000% Notes due 2029 Underwriting AgreementMastercard Inc • February 22nd, 2022 • Services-business services, nec • New York
Mastercard Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), the principal amount of its 1.000% Notes due 2029, identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The term Representatives as used herein shall mean Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC Bank plc and NatWest Markets Plc. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Prelimi
GUARANTEEGuarantee • November 9th, 2001 • Mastercard Inc • Services-business services, nec • York
FORM OF PERFORMANCE STOCK UNIT AGREEMENT 20xxGRANT [effective for awards granted on and subsequent to March 1, 2023] Name: xxxxxx $ Granted: $ xxx,xxxPerformance Stock Unit Agreement • April 27th, 2023 • Mastercard Inc • Services-business services, nec
THIS AGREEMENT, dated as of March 1, 20xx, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “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, as amended (“Plan”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2013 • Mastercard Inc • Services-business services, nec • New York
Agreement made and entered into effective as of the 30th day of December, 2008 (the “Effective Date”), amended and restated as of the 24th day of December, 2012, by and between MasterCard International Incorporated, a Delaware corporation (the “Company”) and Chris A. McWilton (the “Executive”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 11th, 2022 • Mastercard Inc • Services-business services, nec • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 14, 2019 among MASTERCARD INCORPORATED, a Delaware corporation (the “Company”), the Subsidiary Borrowers from time to time parties hereto, the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), CITIBANK, N.A., as managing administrative agent for the Lenders hereunder (in such capacity, the “Managing Administrative Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2009 • Mastercard Inc • Services-business services, nec • New York
Agreement made and entered into this 30th day of December, 2008 (the “Effective Date”), by and between MasterCard International Incorporated, a Delaware corporation (the “Company”) and Martina Hund-Mejean (the “Executive”).
FORM OF DEFERRED STOCK UNIT AGREEMENT [effective for awards granted on and subsequent to June 27, 2023]Deferred Stock Unit Agreement • July 27th, 2023 • Mastercard Inc • Services-business services, nec
THIS AGREEMENT, dated as of June xx, 20xx (“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 amended and restated as of June 22, 2021 (the “Plan”). The parties hereby agree as follows:
FORM OF RESTRICTED STOCK AGREEMENT [effective for awards granted on and subsequent to June 27, 2023]Restricted Stock Agreement • July 27th, 2023 • Mastercard Inc • Services-business services, nec
THIS AGREEMENT, dated as of June xx, 20xx, (“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 amended and restated as of June 22, 2021 (“Plan”) and, where applicable, in the 2006 Long Term Incentive Plan as amended and restated as of June 22, 2021 (“Omnibus Plan”).
Exhibit 10.9 MASTERCARD INTERNATIONAL RABBI TRUST This Agreement is made and entered into as of December 21, 1993 by and between MasterCard International ("Company") and Wells Fargo Bank ("Trustee"). WHEREAS, Company has adopted certain deferred...Mastercard Inc • November 9th, 2001 • Services-business services, nec • California
FORM OF PERFORMANCE UNIT AGREEMENT 20___ GRANT [for grants made on or after March 1, 2017]Performance Unit Agreement • May 2nd, 2017 • Mastercard Inc • Services-business services, nec
THIS AGREEMENT, dated as of March 1, 201___ (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (“Company”), and you (the “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”).
INDENTUREAgency Agreement • August 8th, 2003 • Mastercard Inc • Services-business services, nec • New York
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 2nd, 2006 • Mastercard Inc • Services-business services, nec • Delaware
This Director Indemnification Agreement (this “Agreement”) has been made and executed this 27th day of April, 2006, by and between MasterCard Incorporated, a Delaware corporation (the “Company”), and , an individual resident of (the “Indemnitee”).
FORM OF RESTRICTED STOCK UNIT AGREEMENTForm of Restricted Stock Unit Agreement • February 2nd, 2007 • 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”).
OMNIBUS AGREEMENT REGARDING INTERCHANGE LITIGATION JUDGMENT SHARING AND SETTLEMENT SHARINGOmnibus Agreement • November 23rd, 2011 • Mastercard Inc • Services-business services, nec • New York
WHEREAS, this Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing (“Omnibus Agreement”) applies to the undersigned parties (each a “Signatory,” and together the “Signatories”), who have been or may be named as defendants in the Interchange Litigation (or any portion thereof) as that term is defined in Paragraph 1 below;
