MasterCard Senior Executive Annual Incentive Compensation Plan



  
 Exhibit 10.2

 MASTERCARD 
 SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN 
 As Amended and
Restated effective September 21, 2010 
 MasterCard Incorporated and subsidiaries (collectively or individually, as the context
requires, the “Company”) has adopted the MasterCard Senior Executive Annual Incentive Compensation Plan (the “Plan”) to reward senior executives for successfully achieving performance goals that are in direct support of corporate
and business unit/regional goals. 
 ARTICLE I 
 DEFINITIONS 
 Section 1.1 “Board” shall mean the Board of
Directors of the Company. 
 Section 1.2 “Code” shall mean the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code herein shall be deemed to include a reference to the regulations promulgated under such section. 
 Section 1.3 “Committee” shall mean the Human Resources and Compensation Committee of the Board of Directors of the Company, or such other committee or subcommittee designated by the Board
to administer the Plan. 
 Section 1.4 “Disability” shall mean total and permanent disability in accordance with
the Company’s long-term disability plan, as determined by the Committee. 
 Section 1.5 “Executive Officer”
shall mean a person who is a member of the Company’s Executive Committee, or its equivalent. 
 Section 1.6
“Participant” shall mean, with respect to any Performance Period, any Executive Officer selected by the Committee to participate in the Plan with respect to that Performance Period. 

Section 1.7 “Performance Period” shall mean a period of no less than 90 days for which incentive compensation shall be
paid hereunder, as established by the Committee. 
 ARTICLE II 

BONUS AWARDS 
 Section 2.1 Performance Targets. 
 (a) The Committee (or subcommittee
described in Section 6.1(a) below), will establish performance targets for each Performance Period. The performance targets for a Performance Period shall be based upon one or more of the following objective business criteria: (i) revenue;
(ii) earnings (including earnings before interest, taxes, depreciation and amortization, earnings before interest and taxes, and earnings before or after taxes); (iii) operating income; (iv) net income; (v) profit or operating
margins; (vi) earnings per share; (vii) return on assets; (viii) return on equity; (ix) return on invested capital; (x) economic value-added; (xi) stock price; (xii) gross dollar volume; (xiii) total
shareholder return; (xiv) market share; (xv) book value; (xvi) expense 

  
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management; (xvii) cash flow, and (xviii) customer satisfaction. The foregoing criteria may relate to the Company, one or more of its affiliated employers or subsidiaries or one or more
of its divisions, regions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In
establishing performance targets under Section 2.1(b) based on these objective business criteria, the Committee may provide that the targets shall be adjusted to reflect specified extraordinary, unusual and/or non-recurring items. 

(b) The performance targets shall be established by the Committee (or subcommittee) for a Performance Period (i) while the outcome
for that Performance Period is substantially uncertain and (ii) no more than 90 days or, if less, the number of days which is equal to 25 percent of the relevant Performance Period, after the commencement of the Performance Period to which the
performance target relates, or as otherwise permitted pursuant to Section 162(m) of the Code (or any successor section thereto). 
 Section 2.2 Bonus Awards. 
 (a) The maximum bonus award payable to any
Participant with respect to any calendar year of the Company shall not exceed $6,000,000. 
 (b) Prior to the payment of a bonus
award to any Participant, the Committee (or subcommittee described in Section 6.1(a) below) shall certify in writing the level of performance attained for the Performance Period to which such bonus award relates. The Committee shall have no
discretion to increase the amount of a Participant’s maximum bonus award that would otherwise be payable to the Participant upon the achievement of specified levels of the performance target established by the Committee, however, the Committee
may exercise negative discretion to make an award to any Participant for any Performance Period in an amount that is less than such maximum bonus award. 
 ARTICLE III 
 PAYMENT OF BONUS AWARD 

Section 3.1 Form of Payment. Each Participant’s bonus award shall be paid in cash. 

Section 3.2 Timing of Payment. Unless otherwise elected by the Participant pursuant to Section 3.3
below, each bonus award shall be paid in the first 2 1/2 months of the year following the end of the Performance Period. 

Section 3.3 Deferral of Payment. Payments of bonus awards under the Plan are eligible for deferral as allowed under the
MasterCard Incorporated Deferral Plan. 
 ARTICLE IV 

BONUS AWARD RECOUPMENT POLICY 
 Section 4.1 Recoupment. In the event of a restatement of materially inaccurate financial results, the Committee has the discretion to recover bonus awards that were paid under the Plan to a
Participant with respect to the period covered by the restatement as set forth herein. If the payment of a bonus award would have been lower had the achievement of applicable financial performance targets been calculated based on such restated
financial results, the Committee may, if it determines appropriate in its sole discretion, to the extent permitted by law, recover from the Participant the portion of the bonus award paid in excess of the payment that would have been made based on
the restated financial results. The Company will not seek to recover bonus awards paid more 

  
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than three years after the date the Company files the report with the Securities and Exchange Commission that contained the incorrect financial results. This Article IV is in addition to, and not
in lieu of, any requirements under the Sarbanes-Oxley Act and shall apply notwithstanding anything to the contrary in the Plan. 

ARTICLE V 

TRANSFERS, TERMINATIONS AND NEW EXECUTIVE OFFICERS 
 Section 5.1 Terminations. A Participant who, whether voluntarily or involuntarily, is terminated, demoted, transferred or otherwise ceases to be an Executive Officer (otherwise than by death
or disability) at any time prior to the date a bonus award is paid in respect of a Performance Period shall not be eligible to receive any bonus award with respect to such Performance Period. In the event of a Participant’s death during a
Performance Period or prior to the date a bonus award is paid in respect of a Performance Period, the Participant shall receive within 75 days of death the target award payable for the Performance Period of the Participant’s death. In the event
of a Participant’s termination by reason of disability during the Performance Period or prior to the date a bonus award is paid in respect of a Performance Period, the Participant shall receive within 75 days of such termination a partial
target award, prorated based on the portion of the Performance Period that elapsed prior to such termination of employment by reason of disability. 
 ARTICLE VI 
 ADMINISTRATION 

Section 6.1 Administration. 
 (a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that, in the event the Committee is not
comprised solely of “outside directors” within the meaning of Section 162(m) of the Code, a subcommittee comprised solely of at least two individuals who qualify as “outside directors” within the meaning of
Section 162(m) of the Code (or any successor section thereto) shall establish and administer the performance targets and certify that the performance targets have been attained; provided, however, that the failure of the
subcommittee to be so constituted shall not impair the validity of any bonus award granted by such subcommittee. 
 (b) It shall
be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Committee’s decisions or actions in respect thereof shall be conclusive and binding upon any and all Participants and their beneficiaries,
successors and assigns, and all other persons. 
 ARTICLE VII 

OTHER PROVISIONS 
 Section 7.1 Term. This Plan, as amended June 7, 2010, shall be effective as of the annual meeting of stockholders in 2010 at which the Plan is approved, with respect to bonus awards granted on
or after the date of that meeting. 
 Section 7.2 Amendment, Suspension or Termination of the Plan. This Plan does
not constitute a promise to pay and may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee; provided, however, that any such amendment or
modification shall comply with all applicable laws and applicable requirements for exemption (to the extent necessary) under Section 162(m) of the Code. 

  
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 Section 7.3
Approval of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders at the annual meeting of stockholders to be held in 2010. In the event that the Plan is not so approved, no bonus award shall be
payable under the Plan, and the Plan shall terminate and shall be null and void in its entirety. 
 Section 7.4 Bonus
Awards and Other Plans. Nothing contained in the Plan shall prohibit the Company from granting awards or authorizing other compensation to any Executive Officer under any other plan or authority or limit the authority of the Company to establish
other special awards or incentive compensation plans providing for the payment of incentive compensation to the Executive Officers. 
 Section 7.5 Miscellaneous. 
 (a) The Company shall deduct all federal,
state and local taxes required by law to be withheld from any bonus award paid to a Participant hereunder. 
 (b) In no event
shall the Company be obligated to pay to any Participant a bonus award for a Performance Period by reason of the Company’s payment of a bonus award to such Participant in any other Performance Period. 

(c) The rights of Participants under the Plan shall be unfunded and unsecured. Amounts payable under the Plan are not and will not be
transferred into a trust or otherwise set aside, except as provided in the MasterCard Incorporated Deferral Plan, in the event of a deferral thereunder. The Company shall not be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any bonus award under the Plan. 
 (d) Nothing in this Plan or in any instrument
executed pursuant hereto shall confer upon any person any right to continue in the employment or other service of the Company, or shall affect the right of the Company to terminate the employment or other service of any person at any time with or
without cause. 
 (e) No rights of any Participant to payments of any amounts under the Plan shall be sold, exchanged,
transferred, assigned, pledged, hypothecated or otherwise disposed of other than by will or by laws of descent and distribution, and any such purported sale, exchange, transfer, assignment, pledge, hypothecation or disposition shall be void.

 (f) Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of the Plan. 
 (g) The validity, construction, interpretation
and administration of the Plan and any bonus awards under the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest herein or thereunder, shall be governed by, and
determined exclusively in accordance with, the laws of New York (determined without regard to its conflict of laws provisions). 

  
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