EXHIBIT 10.14



 






Exhibit 10.14




MASTERCARD INTERNATIONAL

ANNUAL INCENTIVE COMPENSATION PLAN (AICP)

As Amended and Restated Effective January 1, 2005




Overview




The Annual Incentive Compensation Plan (AICP) rewards employees for successfully achieving
performance goals that are in direct support of corporate and business unit/region goals.
Incentive opportunity amounts vary depending upon position and market practices and are awarded
annually, based on performance.




Criteria




The AICP is based on three basic measurement categories:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	n
	 	Overall MasterCard corporate performance
	 	 	 
	 

	 	 	 
	 	 
	 	 	 
	

	 	 	n
	 	Business unit/region performance	 	 	 
	 

	 	 	 
	 	 
	 	 	 
	

	 	 	n
	 	Participant’s individual contribution	 	 	 
	 	 	 	 	 	 	 





MasterCard performance is based on the delivery of three annual corporate objectives:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	n
	 	Implementing Corporate Strategy
	 	 	 
	 

	 	 	 
	 	 
	 	 	 
	

	 	 	n
	 	Achieve Financial Targets	 	 	 
	 

	 	 	 
	 	 
	 	 	 
	

	 	 	n
	 	Enhancing Organizational Capabilities	 	 	 
	 	 	 	 	 	 	 





Business unit/region performance is based on the achievement of pre-established goals defined in
the annual business plan for each group that are directly linked to the corporate objectives.




To be considered for an award, participants must establish a set of aggressive individual
performance objectives/goals (that are directly linked to their business unit/region goals) and
deliver successful results. Pay out opportunities for all participants are funded based upon the
achievement of corporate goals (50%) and business unit goals (50%)*. Individual awards vary
significantly to recognize individual contributions. Along with demonstration of the MasterCard
operating principles and related competencies (e.g., interpersonal, communication, leadership,
knowledge, self-management, thinking, administrative and motivation), results will be the driver
for earning an award. Awards are not guaranteed.




*EVP, or its equivalent level is 75% corporate, 25% business unit; CEO is 100% corporate.




Eligibility




MasterCard employees are eligible to participate in one annual incentive plan
simultaneously (i.e., AICP, Sales Incentive Plan (SIP), MasterCard Advisors Incentive Plan (MAIP)).




	 	 	 
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Incentive Pool Allotments




Corporate performance is determined by evaluating actual results versus established, measurable
objectives. Annual corporate performance is determined by identifying how well MasterCard
performed against each annual corporate objective. These results determine the size of the total
incentive dollar pool.




Business unit/region performance results are also evaluated. The average of all business
unit/region performance results will not exceed the total corporate performance results. These
results determine how much of the total incentive dollar pool is allocated to each business
unit/region.




Target AICP Opportunities




Target incentive opportunity percentages vary depending upon job and market practices. Each band
can accommodate multiple target amounts. Once corporate and business unit performance is
determined, target incentive opportunity percentages are used to determine funding levels and
should not be interpreted as guaranteed payments to individuals. If MasterCard performance is
higher or lower than target and business unit/region performance is higher or lower than target,
the funded levels will be adjusted accordingly.




	 	 	 
	Jobs in Band	 	Target
	A
	 	20%+
	B
	 	20%+
	C
	 	10%, 15%, 20+%
	D
	 	3%, 5%, 10+%
	E
	 	2%, 3%, 5+%
	F
	 	2%, 3%, 5%
	G
	 	2%






Incentive Payouts




Once it has been determined that performance warrants an award, managers will use target
percentages as a guideline when determining individual payouts; however, each target percentage has
an associated range of opportunity that an individual can earn – from 0% of target up to a maximum
of 200% of target.




Incentive payouts will vary significantly around the target. Senior management has the discretion
to decline awarding an annual incentive, as appropriate. For example, if the employee performance
has not met the minimum level of performance, management has the discretion to decline making an
award. Depending on the level of performance achieved, an award may be made of up to 200% of
target.




	 	 	 
	If the target is	 	The payout range is
	20%
	 	0% - 40%
	15%
	 	0% - 30%
	10%
	 	0% - 20%
	5%
	 	0% - 10%
	3%
	 	0% - 6%
	2%
	 	0% - 4%






	 	 	 
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General Information





	n	 Eligible employees are not entitled to automatic payouts under the
plan. To realize a payout, an employee must make a significant
contribution; and, in terms of that contribution, successfully
demonstrate MasterCard’s competencies. Generally, participants
must earn at least a “Successful”, or its equivalent performance
rating in order to be eligible to receive an incentive payout. An
employee who receives a “Needs Improvement”, or its equivalent
rating generally does not qualify for an award. However,
MasterCard reserves the discretion to make an award in appropriate
circumstances to an employee rated below “Successful”, or its
equivalent. For example, if an employee who received a “Need
Improvement” performance rating improves based on a specific
time-bound action plan, an incentive can be awarded pending
approval by the Business Unit Head and the Chief Administrative
Officer.
	 
	n	 Awards will be prorated on a quarterly basis for employees not in
the AICP plan for the full calendar year. The proration schedule
appears below:





	 	 	 	 	 	 
	 
	 	Hire Hire Date (previous year)	 	 	Incentive Payout	 
	 	January – March
	 	 	100%	 
	 	April – June
	 	 	75%	 
	 	July – September
	 	 	50%	 
	 	October – December
	 	 	25%	 
	 






	 	An employee who has a career move into a new position that results in a higher incentive target
will have his or her new incentive target prorated on a quarterly basis based on the date of the
career move.






	n	 Any employee who resigns or whose employment is terminated for any
reason prior to the date incentives are paid, is ineligible to
receive an AICP award. If an employee has received notice of
termination prior to the date an award is paid and has been
offered a severance package in writing, and if such an employee
would otherwise be eligible to receive an award under this plan,
he or she will be required to sign an agreement and release in a
form acceptable to MasterCard, in order to receive the award.
	 
	n	The Compensation Committee of the Board evaluates and determines
MasterCard’s corporate performance. If corporate performance is
below a threshold level of 50% of corporate goal attainment,
incentives will not be paid. The Committee also approves the
commensurate compensation recommendations for MasterCard
executives.
	 
	n	The CEO will appraise business unit/region contributions toward
achieving overall MasterCard goals.





	 	 	 
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	n	Senior management will appraise individual performance
contributions toward the achievement of corporate and business
unit/region goals and will have the discretion to adjust incentive
awards.
	 
	n	 Any employee who moves into a new position with a lesser target
incentive opportunity will be grandfathered at their current
incentive opportunity for the remainder of the calendar year.
	 
	n	 MasterCard reserves the right to interpret the plans provisions at
its sole discretion and to change or amend this policy at any
time, for any reason.





	 	 	 
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