Employment Agreement Between Ajaypal Banga And Mastercard International

Exhibit 10.1

EMPLOYMENT AGREEMENT

Agreement made and entered into this 16th day of June, 2009, (the " Effective Date" ) by and between MasterCard International Incorporated, a Delaware corporation (the " Company" ) and Ajaypal Banga (the " Executive" ).

W I T N E S S E T H:

WHEREAS, the Executive wishes to become employed by the Company and the Company wishes to employ 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 The term of the Executive' s employment hereunder shall commence on a date after the Effective Date, but not later than October 1, 2009 (the " Employment Term Effective Date" ), and shall continue through December 31 of the calendar year in which the second anniversary of the Employment Term Effective Date occurs (the " Initial Term of Employment" ); provided, however, that unless the Company or the Executive provides the other with written notice of termination of this Agreement at least ninety (90) days prior to any date on which this Agreement would otherwise expire, the term of employment hereunder shall be automatically extended for a one (1) year period from each such date (each such one year period, an " Extended Term of Employment" ) (the Initial Term of Employment, together with any Extended Term(s) of Employment, shall be hereinafter referred to collectively as the " Term of Employment" ).

2. Capacities, Duties and Authority . 2.1 Effective on the Employment Term Effective Date, the Executive shall serve the Company in the position of President and Chief Operating Officer (" COO" ).

2.2 During the Term of Employment, the Executive shall be employed and have such titles and authority, perform such duties, discharge such responsibilities and render such services as are assigned to the Executive from time to time by the Company.

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 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 Company' s Global Compliance Officer in accordance with the terms of the Company' s Code of Conduct. 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, except if the Compensation Committee determines, in its sole discretion, to reduce the base salary of substantially all members of the Executive Committee of the Company (" EC" ), excluding the CEO, provided, however, in no event shall such reduction(s) of base salary by the Compensation Committee exceed, in the aggregate during the Term of Employment, ten (10%) percent of the Executive' s base salary then in effect. 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 eligible to participate in such annual and/or long-term bonus or incentive plan(s) as is or may be generally made available to other employees of the Company at the Executive' s level, based upon performance goals or other criteria, terms and conditions as may be established by the Company, in its sole discretion. Such bonus or incentive payment will be payable on terms as may be established by the Company, in accordance with the terms and conditions of such plans as may be in effect from time to time.

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


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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 employees of the Company at the Executive' s level, 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, in accordance with the terms and conditions of such program as may be in effect from time to time, and as approved by the Compensation Committee. 4.3 Nothing in this Paragraph 4 shall be construed to require the Company to establish, maintain or continue any compensation or benefit plan, program or arrangement. Except as otherwise expressly provided by their terms, such compensation or 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 at the option of the Company, 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 (" Disability" ). Any dispute concerning whether the Executive is deemed to have suffered a Disability for purposes of this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in the MasterCard Long-Term Disability Benefits Plan.

5.1.3 at the option of the Company, and effective upon the giving of written notice by the Company to the Executive of such exercise, for " Cause" , or effective on such other date as may be specified in such written notice (" 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 engaging in serious misconduct that is injurious to the Company including, but not limited to, damage to its reputation or standing in its industry;


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(c) the Executive' s having been convicted of, or entered a plea of guilty or nolo contendere to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude;

(d) 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

(e) the breach by the Executive of the Code of Conduct, the Supplemental Code of Conduct, any material provision of this Agreement, or any material provision of the following Company policies: non-discrimination, substance abuse, workplace violence, nepotism, travel and entertainment, corporation information security, antitrust/competition law, enterprise risk management, accounting, contracts, purchasing, communications, investor relations, immigration, privacy, insider trading, financial process and reporting procedures, financial approval authority, whistleblower, anti-corruption and other similar Company policies, whether currently in effect or adopted after the date of this Agreement. The Company' s Notice of Termination For Cause shall state the date of termination and identify the grounds upon which the termination is based. 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, however, that the Executive gave notice to the Company of the event(s) constituting Good Reason within sixty (60) days after such event(s) (or within sixty (60) days 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" ), if the events giving rise to the Executive' s termination for Good Reason occurred during the six (6) month period preceding a Change in Control), failing which the Executive will be deemed to have waived his rights with respect to such event(s). The Company may waive all or part of the ninety (90) day notice required to be given by the Executive hereunder by giving written notice to the Executive. Unless waived by the Company, failure by the Executive to give notice of termination for Good Reason in compliance with this Paragraph, shall render the Executive ineligible to receive the payment and benefits provided under Paragraphs 5.2.5(b)-(e). 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 assignment to a position for which the Executive is not qualified or a materially lesser position than the position held by the Executive (although duties may differ without giving rise to a termination by the Executive for Good Reason);


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(b) a material reduction in the Executive' s annual Base Salary except that a 10 percent reduction, in the aggregate, over the Term of Employment as set forth in Section 3.1 hereof 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 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 date of relocation; (d) the failure by the Company to obtain an agreement from any successor to the Company to assume and agree to perform any employment agreement between the Executive and the Company; or

(e) the failure by the Company to offer the Executive a promotion to Chief Executive Officer of the Company on or before June 30, 2010, provided however, that any such offer need not become effective prior to January 1, 2011.

5.1.6 at the option of the Executive, effective ninety (90) days after the giving of written notice to the Company of the exercise of such option for a reason other than Good Reason as set forth in Paragraph 5.1.5, above (" Voluntary Resignation" ). The Company may waive all or part of the ninety (90) day notice required to be given by the Executive hereunder by giving written notice to the Executive. Unless waived by the Company, failure by the Executive to give notice of termination by Voluntary Resignation in compliance with this Paragraph, shall render the Executive ineligible to receive the payment and benefits provided under Paragraphs 5.2.4(c). 5.1.7 if within sixty (60) days subsequent to the termination of the Executive' s employment for death, Disability, Good Reason, Voluntary Resignation or otherwise, it is determined that the Executive could have been terminated for Cause hereunder, such voluntary termination shall be recharacterized and treated as a termination for Cause for all purposes hereunder. Prior to the implementation of such recharacterization, the Company shall provide the Executive with notice and the reason(s) for the recharacterization and at least five (5) days to provide a written response to the Company. Thereafter, the Company may take appropriate legal action to seek recompense for any payments or benefits improperly paid to the Executive, his estate or beneficiaries hereunder, as the case may be. Following a judicial determination, the prevailing party in any action under this Paragraph 5.1.7, shall be entitled to be reimbursed by the non-prevailing party for reasonable legal fees and expenses incurred by the prevailing party in connection with the judicial proceeding seeking to enforce the provisions of this Paragraph 5.1.7.


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5.1.8 on the last day of the calendar year in which the Executive attains the age of sixty-five (65) (" Mandatory Retirement" ), at which time the Executive shall be required to retire.

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 or beneficiaries, as the case may be, shall be entitled to receive the following lump sum payment (subject to any previously elected deferrals under the MasterCard Incorporated Deferral Plan), 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 and the prior year, if not already paid; and

(d) such additional benefits, if any, to which the Executive is expressly eligible following the termination of the Executive' s employment on account of death, payable or made available under such terms and conditions as may be provided by the then existing 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 receive the following lump sum payment (subject to any previously elected deferrals under the MasterCard Incorporated Deferral Plan), 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 completed calendar months worked prior to the date of disability) of the annual incentive bonus payable for the year in which the Executive' s termination of employment occurs and the prior year, if not already paid, based upon the actual performance of the Company for the applicable


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performance period (and taking into account the terms of the Plan including but not limited to the discretion of the Compensation Committee to reduce such bonus amount) as contemplated in accordance with the requirements of Section 162(m) of the Code, with such amount payable when the incentive bonus is regularly paid to similarly situated employees for such year; and (d) such additional benefits, if any, to which the Executive is expressly eligible following the termination of the Executive' s employment on account of Disability, payable or made available under such terms and conditions as may be provided by the then existing 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 receive the following lump sum payment, 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 benefits, if any, to which the Executive is expressly eligible following the termination of the Executive' s employment by the Company for Cause, payable or made available under such terms and conditions as may be provided by the then existing plans, programs and/or arrangements of the Company.

5.2.4 Voluntary Resignation or Non Renewal by The Executive . If the Executive terminates his employment by Voluntary Resignation, in accordance with the terms set forth in Paragraph 5.1.6 above or elects not to renew the Term of Employment in accordance with Section 1.1, the Term of Employment shall end as of the Date of Termination; and the Executive shall be entitled to receive the following lump sum payment, 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 benefit ...