Employment Agreement Between Robert W. Selander And Mastercard International

Exhibit 10.1

EMPLOYMENT AGREEMENT

Agreement made and entered into this 31st day of December, 2008 (the " Effective Date" ), by and between MasterCard International Incorporated, a Delaware corporation (the " Company" ) and Robert W. Selander (the " Executive" ).

W I T N E S S E T H:

WHEREAS, the Executive and the Company wish to continue the employment of the Executive on the terms and conditions specified herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1 Term of Employment.

1.1 Commencing on the Effective Date, the Company agrees to continue to employ the Executive, and the Executive agrees to accept such continued employment and serve the Company, in such capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other conditions, as are hereinafter set forth. The term of the Executive' s employment hereunder shall commence on the Effective Date and, shall continue until December 31, 2010, unless terminated earlier, in accordance with the terms of Paragraph 5 herein, or extended by mutual written agreement, executed by the Company and the Executive, with the express approval of the Company' s Board of Directors (the " Board of Directors" ) (the " Term of Employment" ).

2 Capacities, Duties and Authority.

2.1 Effective on the Effective Date, the Executive shall continue to serve the Company in the position of Chief Executive Officer (" CEO" ).

2.2 During the Term of Employment, in his capacity as CEO, the Executive shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to and consistent with such position, subject to the authority and direction of the Board of Directors or its designee. Notwithstanding the foregoing, nothing herein shall prohibit the Company from modifying the Executive' s

position(s) as a result of the implementation of the planned transition of the Executive' s position(s) to his successor, provided that such change is not accompanied by any reduction in Executive' s compensation, benefit or perquisite entitlements, or, prior to December 15, 2010, status as a member of the Executive Committee (" EC" ) and senior level Executive of the Company. If, prior to December 15, 2010, the Executive remains employed as CEO or other senior executive officer, or remains a member of the EC, then on December 15, 2010, the Executive agrees to resign such positions and that following such resignation he will not engage in any policy making functions or other duties as an officer on behalf of the Company, provided that nothing in this Paragraph shall preclude the Executive from otherwise remaining employed by the Company following such resignation in a non-policy making, non-officer position through the Term of Employment.

2.3 During the Term of Employment, the Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business time, energy and skills to the Company; provided, however, that nothing herein shall preclude the Executive from (i) making and managing personal investments, (ii) serving in any capacity with any civic, educational or charitable organization so long as such activities are disclosed, in writing, to the Company' s General Counsel and the Company' s Global Compliance Officer in accordance with the terms of the Company' s Code of Conduct, as may be amended from time to time (the " Company' s Code of Conduct" ), and do not conflict with the interests of the Company, the terms of the Company' s Code of Conduct or interfere with the performance of the Executive' s duties and obligations hereunder, including, but not limited to the obligations set forth in Paragraph 6 hereof; or (iii) serving as an outside corporate director so long as such service is disclosed, in writing, to and approved, in writing, by the Nominating and Corporate Governance Committee of the Board of Directors. 3 Compensation.

3.1 During the Term of Employment, the Executive shall be paid a base salary, payable in accordance with the regular payroll practices of the Company. During the Term of Employment, the Human Resources and Compensation Committee of the Board of Directors (the " Compensation Committee" ) shall annually review the Executive' s performance and determine, in its sole discretion, whether or not to increase the Executive' s base salary and, if so, the amount of such increase. Once increased, the Executive' s base salary hereunder may not thereafter be decreased. The Executive' s base salary as in effect from time to time is hereinafter referred to as the " Base Salary." 3.2 During the Term of Employment, the Executive shall be entitled to participate in the Senior Executive Annual Incentive Compensation Plan (" SEAICP" ) or such other annual bonus plan as such is provided to the Company' s senior-level executives in accordance with the terms and conditions of such plans as may be in effect from time to time. The Executive shall also be eligible, during the Term of Employment, to earn an annual bonus based upon pre-established performance goals or other criteria as may be established by the Compensation Committee, in its sole discretion. Annual bonus amounts will be payable in accordance with the terms of the SEAICP.


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3.3 During the Term of Employment, the Executive shall be entitled to participate in the MasterCard Incorporated 2006 Long Term Incentive Plan (" LTIP" ), any successor plan thereto or any other long-term bonus or incentive compensation plans as such is provided to the Company' s senior-level executives in accordance with the terms and conditions of such plans and award agreements thereunder.

3.4 The Executive shall be entitled, annually during the Term of Employment, to vacation, without loss or diminution of compensation, in accordance with Company policy then in effect.

4 Employee Benefit Programs.

4.1 During the Term of Employment, the Executive shall be eligible to participate in and shall have the benefit of all the Company' s employee compensation or benefit plans and programs as are or may be generally made available to other members of the EC, subject to the eligibility criteria set forth therein, as such compensation or benefit plans or programs may be amended or terminated in the sole discretion of the Company from time to time. 4.2 During the Term of Employment, the Executive shall be eligible to participate in the Company' s executive perquisite program as such is or will be generally made available to members of the EC, in accordance with the terms and conditions of such program as may be in effect from time to time.

4.3 Nothing in this Paragraph 4 shall be construed to require the Company to establish, maintain or continue any benefit plan, program or arrangement. Except as otherwise expressly provided by their terms, such benefit plans, programs or arrangements are subject to modification or termination by the Company at any time.

5 Termination of Employment; Change in Control.

5.1 The Executive' s employment hereunder shall terminate:

5.1.1 upon the death of the Executive; 5.1.2 upon the Disability of the Executive, which for the purposes of this Agreement shall be defined as set forth under the MasterCard Long-Term Disability Benefits Plan, as it may be amended from time to time, which continues for a period of at least six (6) months or for an aggregate of one hundred eighty (180) days within any twelve (12) month period, as reasonably determined by the Company' s disability insurance carrier, after review of such medical evidence as the disability insurance carrier may deem necessary. Any dispute concerning whether the Executive is deemed to have suffered a Disability for purposes of this Agreement shall be resolved in accordance with


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the dispute resolution procedures set forth in the MasterCard Long-Term Disability Benefits Plan. The Executive shall be required to apply for Long-Term Disability benefits promptly upon becoming disabled or upon request by the Company. The Company may not terminate the Executive' s employment on account of Disability under the provisions of this paragraph unless the Executive has been approved to receive benefits under the terms of the MasterCard Long-Term Disability Benefits Plan.

5.1.3 at the option of the Company, exercisable by or upon the authority of the Board of Directors and effective not less than fourteen (14) days after the giving by the Company to the Executive of written notice of such exercise, for " Cause" (" Notice of Termination for Cause" ), which, for purposes of this Agreement, shall mean:

(a) the willful failure by the Executive to perform his duties or responsibilities (other than due to Disability);

(b) the Executive' s having been convicted of, or entered a plea of guilty or nolo contendere to any crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude; (c) the material breach by the Executive of any written covenant or agreement with the Company not to disclose any information pertaining to the Company; or

(d) the breach by the Executive of the Code of Conduct, the Supplemental Code of Conduct, any material provision of this Agreement, including, but not limited to the Executive' s obligations under Paragraph 9.1 to provide assistance in the process of transitioning his duties and responsibilities to the successor CEO, or any material provision of the following Company policies: non-discrimination, substance abuse, workplace violence, nepotism, travel and entertainment, corporate information security, antitrust/competition law, insider trading, financial process and reporting procedures, financial approval authority, whistleblower, anti-corruption and other Company policies approved by the Executive and adopted after the date of this Agreement that the Company notifies the Executive are to be included in this Paragraph.

The Company' s Notice of Termination For Cause shall state the date of termination and the basis for the Company' s determination that the Executive' s actions establish Cause hereunder. Upon the Executive' s receipt of a Notice of Termination For Cause, the Executive may, prior to the date of termination set forth therein, seek to cure the grounds identified in the Notice of Termination For Cause as establishing Cause (to the extent susceptible to cure) and shall, upon his written request, be accorded the right to address the Board of Directors, with or without counsel to the Executive present at the Executive' s option, for the purpose of responding to the Notice of Termination For Cause. Following such meeting between the Executive and the Board of Directors, if the Executive has not cured the grounds identified in the Notice of Termination For Cause to the reasonable satisfaction of the Board of Directors, and the Board of Directors does not withdraw or modify the Notice of Termination For Cause, the Executive' s employment shall terminate on the date of termination stated in the Notice of Termination For Cause.


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5.1.4 at the option of the Company, for a reason other than death, Disability or Cause, effective ninety (90) days after the giving of written notice of such exercise, or immediately upon the Company' s tender to the Executive of written notice and ninety (90) days' Base Salary in lieu of such notice period, which shall be payable in a lump sum on the Date of Termination;

5.1.5 at the option of the Executive, effective ninety (90) days after the giving of written notice to the Company of the grounds for termination for Good Reason by the Executive, which grounds, as specified by the Executive, have not been cured by the Company during such ninety (90) day period; provided that, the Date of Termination pursuant to this Section 5.1.5 shall occur no later than the second anniversary of the date of the initial existence of the grounds for termination for Good Reason. The Company may waive the ninety (90) day notice required to be given by the Executive hereunder by giving written notice to the Executive. For purposes of this Agreement " Good Reason" shall mean the occurrence at any time of any of the following without the Executive' s prior written consent:

(a) the removal from the principal position held by the Executive with the Company on the Effective Date, provided however, any change in the Executive' s position resulting from the implementation of the planned transition of the Executive' s position(s) to his successor that is not accompanied by any reduction in Executive' s compensation, benefit or perquisite entitlements or, prior to December 15, 2010, status as a member of the EC and senior level executive of the Company, shall not constitute Good Reason under this Agreement; (b) a material reduction in the Executive' s annual Base Salary from that in effect on the Effective Date (or any greater base salary that the Executive is subsequently entitled to), except that, for purposes of this Section 5.1.5(b), a 10 percent reduction, in the aggregate, over the Term of Employment shall not be treated as a material reduction; (c) the relocation of the Executive' s principal place of employment to a location more than fifty (50) miles from the Executive' s principal place of employment (unless such relocation does not increase the Executive' s daily commute by more than twenty (20) miles), except for required travel on the Company' s business to an extent substantially consistent with the Executive' s business travel obligations as of the Effective Date; or

(d) the failure by the Company to obtain the written agreement of any successor to the Company to assume and agree to perform this Agreement.


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For purposes of this Section 5.1.5, if the Executive does not notify the Company of his decision to terminate his employment for Good Reason on or prior to the 90th day following the date he becomes aware of the occurrence of any event establishing grounds for termination for Good Reason described above, then the Executive shall be deemed to waive his right to elect to terminate for Good Reason with respect to such event.

5.1.6 at the option of the Executive, for a reason other than Good Reason (" Voluntary Resignation" ), which shall be effective only after the giving of ninety (90) days prior written notice of such exercise; 5.1.7 automatically, upon December 31, 2010 (unless the Term of Employment is extended pursuant to Paragraph 1.1), without the requirement for further notice by either the Company or the Executive, at which time the Executive will retire.

5.1.8 For purposes of this Agreement, Date of Termination shall mean (i) if the Executive' s employment is terminated by the Company for Cause, without Cause, or by reason of Disability, by the Executive for Good Reason or for Voluntary Resignation or upon the expiration of the Term of Employment, the actual date of the Executive' s separation of service, or (ii) if the Executive' s employment is terminated by reason of death, the date of death. 5.2 Obligations of the Company upon Termination of Employment . 5.2.1 Death . In the event of the Executive' s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive' s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following payments with respect to amounts under subparagraphs (a), (b), (c), (d), (e), and (f) below, which shall be paid, unless otherwise set forth, in a lump sum as soon as practicable but in no event later than thirty (30) days following the Date of Termination:

(a) Base Salary earned but not paid prior to the date of his death;

(b) payment for all accrued but unused vacation time up to the date of his death;

(c) the target annual incentive bonus payable for the year in which the Executive' s death occurs;

(d) to the extent not already paid, the annual incentive bonus for the year immediately preceding the year in which the Executive' s death occurs, payable in the amount and at the time such bonus would have been paid had he remained employed; (e) a pro rata portion of the Retention Payment, payable in accordance with and subject to the provisions of Paragraph 9.2; and


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(f) such additional payments, perquisites, and/or benefits to which the Executive is expressly entitled following the termination of the Executive' s employment on account of death, payable at such time as may be provided by the then existing agreements, plans, programs and/or arrangements of the Company. 5.2.2 Disability . If the Executive' s employment is terminated due to Disability during the Term of Employment, either by the Company or by the Executive, the Term of Employment shall end as of the date of the termination of the Executive' s employment (as provided in Paragraph 5.1.2 of this Agreement) and the Executive shall be entitled to the following payments with respect to amounts under subparagraphs (a), (b), (c), (d), (e) and (f) below, which shall be paid, unless otherwise set forth, in a lump sum as soon as practicable but in no event later than thirty (30) days following the Date of Termination:

(a) Base Salary earned but not paid prior to the Date of Termination; (b) payment for all accrued but unused vacation time up to the Date of Termination; (c) a pro rata portion (based upon actually completed calendar quarters worked) of the target annual incentive bonus payable for the year in which the Executive' s termination of employment occurs;

(d) to the extent not already paid, the annual incentive bonus for the year immediately preceding the year in which the Date of Termination occurs, payable in the amount and at the time such bonus would have been paid had he remained employed; (e) a pro rata portion of the Retention Payment, payable in accordance with and subject to the provisions of Paragraph 9.3; and

(f) such additional payments, perquisites, and/or benefits to which the Executive is expressly entitled following the termination of the Executive' s employment on account of Disability, payable at such time as may be provided by the then existing agreements, plans, programs and/or arrangements of the Company. 5.2.3 Cause . If the Company terminates the Executive' s employment for Cause in accordance with the terms set forth in Paragraph 5.1.3 above, the Term of Employment shall end as of the Date of Termination and the Executive shall be entitled to the following payments with respect to amounts under subparagraphs (a), (b), and (c) below, which shall be paid, unless otherwise set forth, in a lump sum as soon as practicable but in no event later than thirty (30) days following the Date of Termination:

(a) Base Salary earned but not paid prior to the Date of Termination;


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(b) payment for all accrued but unused vacation time up to the Date of Termination; and

(c) such additional payments, perquisites, and/or benefits to which the Executive is expressly entitled following the termination of the Executive' s employment by the Company for Cause, payable at such time as may be provided by the then existing agreements, plans, programs and/or arrangements of the Company. 5.2.4 Voluntary Resignation . If the Executive terminates his employment by Voluntary Resignation, in accordance with the terms set forth in Paragraph 5.1.6 above, the Term of Employment shall end as of the Date of Termination; and the Executive shall be entitled to the following payments with respect to amounts under subparagraphs (a), (b), and (c) below, which shall be paid, unless otherwise set forth, in a lump sum as soon as practicable but in no event later than thirty (30) days following the Date of Termination:

(a) Base Salary earned but not paid prior to the Date of Termination;

(b) payment for all accrued but unused vacation time up to the Date of Termination; and

(c) such additional payments, perquisites, and/or benefits to which the Executive is expressly entitled following the termination of the Executive' s employment by Voluntary Resignation, payable at such time as may be provided by the then existing agreements, plans, programs and/or arrangements of the Company.

5.2.5 Without Cause or With Good Reason . If the Executive' s employment is terminated by the Company (other than for Cause or Disability) in accordance with the terms set forth in Paragraph 5.1.4 above, or if the Executive terminates his employment with Good Reason in accordance with the terms set forth in Paragraph 5.1.5 above (whether before or after a Change in Control, which for purposes of this Agreement shall be defined as set forth under the MasterCard Incorporated 2006 Long-Term Incentive Plan as it may be amended from time to time (" LTIP" )), the Term of Employment shall end as of the Date of Termination and the Executive shall be entitled to:

(a) the following payments following the Date of Termination: (i) a lump sum payment within thirty (30) days following the Date of Termination of all Base Salary earned but not paid prior to the Date of Termination; (ii) a lump sum payment within thirty (30) days following the Date of Termination equal to all accrued but unused vacation time up to the Date of Termination; and (iii) a pro rata portion (based upon actually completed calendar months worked) of the annual incentive bonus payable for the year in which the Executive' s termination of employment occurs based on the actual performance of the Company for the applicable performance period as determined by the Compensation Committee and payable in accordance with the regular bonus pay


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practices of the Company, as contemplated in accordance with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the " Code" ); and to the extent not already paid, the annual incentive bonus for the year immediately preceding the year in which the Executive' s Date of Termination occurs, payable in the amount and at the time such bonus would have been paid had he remained employed;

(b) severance pay (" Severance Pay" ) payable on a schedule in accordance with the regular payroll practices of the Company, but no less frequently than monthly beginning on the day following the Date of Termination and ending December 31, 2010 (the " Severance Pay Period" ) equal to the following: (i) continued Base Salary for the duration of the Severance Pay Period (calculated at the highest annual rate of Base Salary paid during the Term of Employment) and (ii) and payments for the duration of the Severance Pay Period in an amount equal to the Executive' s average annual incentive bonus ( such average calculated based upon the three years preceding the year in which the Date of Termination occurs) divided by the number of pay periods in a calendar year. Each such installment payment shall be deemed a separate payment for Section 409A of the Code. Notwithstanding the foregoing, to the extent any such installment payments constitute nonqualified deferred compensation under Section 409A of the Code, such installment payments of the Severance Pay shall commence no earlier than the first day of the seventh month following the Executive' s Date of Termination (or such earlier date as is permitted under Section 409A of the Code) (with the first such payment being a lump sum equal to the aggregate payments the Executive would have received during such six-month period if no such delay had been imposed) in accordance with Section 409A(a)(2)(B)(i) of the Code. In the event that the Executive dies prior to receipt of all Severance Pay due hereunder, any remaining Severance Pay due to the Executive under this Paragraph 5.2.5(b) shall be paid to the Executive' s estate in a lump sum as soon as practicable following the Executive' s death but in no event later than ninety (90) days following the date of the Executive' s death; provided that, in accordance with the transition relief set forth in IRS Notice 2007-86, in the event that prior to January 1, 2009, (i) the Executive becomes entitled to Severance Pay pursuant to this Section 5.2.5(b) and (ii) the Executive' s death occurs, then any amounts of Severance Pay which become payable on or prior to December 31, 2008 shall be paid in accordance with the regular payroll practices of the Company, but no less frequently than monthly, and any remaining Severance Pay shall be paid to the Executive' s estate in a lump sum on January 2, 2009.

(c) payment on the Executive' s behalf, for the monthly cost of the premiums for coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (" COBRA" ), for a period equivalent to the eighteen (18) month COBRA period (twenty-nine (29) month period, if the Executive is disabled under the Social Security Act within the first sixty (60) days of the continuation period) or the Severance Pay Period, whichever is shorter (the " Medical Benefits" ), provided, however, such coverage shall not be provided if during such period the Executive is or becomes ineligible under the provisions of COBRA for continuing coverage; and provided, further, that if the Executive is eligible for Retiree Health Coverage under the MasterCard Retiree Health


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Plan, the Company shall pay the full cost of such Retiree Health or COBRA coverage, as applicable, during the Severance Pay Period and thereafter, retiree contribution levels provided under the provisions of the Retiree Health Plan shall apply;

(d) outplacement services, to be provided by a firm selected by the Company, at a level generally made available to senior executives of the Company for the shorter of twenty-four (24) months following the Date of Termination or the period the Executive remains unemployed;

(e) become fully and immediately vested in his SERP benefit, which shall be payable in accordance with the terms of the SERP;

(f) be treated as if such termination were a " Retirement" as defined in the LTIP as in effect on the date hereof with respect to all awards granted to the Executive pursuant to the LTIP (or any successor plan) and outstanding at the time of such termination, without regard to whether such termination occurs before or after 6 months following the date of grant of the award and without regard to the ability of the " Committee" thereunder to alter such treatment; provided that if the Executive is entitled to more favorable treatment under the LTIP (or any successor plan) or any particular award agreement, such treatment shall apply;

(g) a pro rata portion of the Retention Payment, payable in accordance with and subject to the provisions of Paragraph 9.4; and

(h) such other payments, perquisites, and/or benefits to which the Executive is expressly entitled following the termination of the Executive' s employment by the Company without Cause or by the Executive with Good Reason, as may be provided by the then existing agreements, plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan, including, but not limited to, the MasterCard International Incorporated Severance Plan. 5.2.6 Release . The Company' s obligations to make payments and provide benefits under Paragraphs 5.2.5(b)-(g) are conditioned on the Executive or his legal representative' s execution (without revocation) of a separation agreement and general release of claims (" Separation Agreement and Release" ) in substantially the form annexed hereto as Exhibit A, provided that if the Executive should fail to execute such Separation Agreement and Release within sixty (60) days following the Date of Termination, the Company shall not have any obligation to make the payments and provide the benefits contemplated under Paragraphs 5.2.5(b)-(g).

5.2.7 Upon Expiration of the Term of Employment . If the Executive' s employment terminates automatically upon the expiration of the Term of Employment in accordance with the terms set forth in Paragraph 5.1.7 above, the Term of Employment shall end as of the Date of Termination and the Executive shall be entitled to:

(a) Base Salary earned but not paid prior to the Date of Termination, which shall be paid in a lump sum as soon as practicable but in no event later than thirty (30) days following the Date of Termination;


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(b) payment for all accrued but unused vacation time up to the Date of Termination, which shall be paid in a lump sum as soon as practicable but in no event later than thirty (30) days following the Date of Termination;

(c) the Retention Payment, to the extent not already paid, payable in accordance with Paragraph 9.1;

(d) the annual incentive bonus payable for 2010 based on the actual performance of the Company, as determined by the Compensation Committee without regard to the Executive' s termination of employment or cessation to serve as a senior executive officer, and payable in ac ...