8-KMaterial Agreements

Mastercard Inc 8-K Report, Material Agreement (May 10, 2005)

Filed May 10, 2005For Securities:MA

Summary

Mastercard Incorporated filed an 8-K on May 10, 2005, reporting on the approval of two new senior executive incentive compensation plans by its stockholders at the annual meeting. These plans, the Senior Executive Annual Incentive Compensation Plan and the Senior Executive Incentive Plan, are designed to incentivize key leadership through cash bonus awards tied to specific performance targets. Both plans were effective as of January 1, 2005, and are administered by the Compensation Committee. These incentive structures aim to align executive compensation with company performance over both short-term (annual) and long-term (three-year) periods. The Annual Plan has a maximum award of $6,000,000 per participant, while the Long-Term Plan has caps of $8,000,000 for target performance and $16,000,000 for superior performance. Vesting schedules are also detailed for the Long-Term Plan, with awards typically vesting over five years, reinforcing a long-term commitment to the company's success.

Key Highlights

  • 1Stockholders approved the MasterCard International Incorporated Senior Executive Annual Incentive Compensation Plan (Annual Plan) and the MasterCard International Incorporated Senior Executive Incentive Plan (Long-Term Plan).
  • 2Both plans are effective as of January 1, 2005.
  • 3The plans provide for cash bonus awards to senior executives based on achieving defined performance targets.
  • 4The Annual Plan has a performance period generally of one calendar year, with a maximum award of $6,000,000 per participant.
  • 5The Long-Term Plan has a performance period generally of three calendar years.
  • 6Individual awards under the Long-Term Plan are capped at $8,000,000 for target performance and $16,000,000 for superior performance.
  • 7Awards under the Long-Term Plan generally vest over five years, with specific percentages vesting at different intervals.

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