45 unchanged sentences
Exhibit number Exhibit Description
−Removed: Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 29, 2016 (File No.
−Removed: Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 21, 2020 (File No.
+Added: Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 23, 2021 (File No.
+Added: Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 23, 2021 (File No.
Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.
22 unchanged sentences
Form of Global Note representing the Company’s 3.850% Notes due 2050 (included i n Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.
−Removed: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
−Removed: $6,000,000,000 Amended and Restated Credit Agreement, dated as of November 14, 2019, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A.
−Removed: as administrative agent (incorporated by referenc e to Exhibit 10.1 to the Company ’ s Annual Report on For m 10-K filed February 14, 2020 (File No.
+Added: Officer’s Certificate of the Company, dated as of March 2 , 202 1 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4 , 202 1 (File No.
+Added: Form of Global Note representing the Company’s 1.9 00% Notes due 20 31 (included i n Officer’s Certificate of the Company, dated as of March 2 , 202 1 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4 , 202 1 (File No.
+Added: Form of Global Note representing the Company’s 2.950 % Notes due 20 51 (included i n Officer’s Certificate of the Company, dated as of March 2, 202 1 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4 , 202 1 (File No.
+Added: Officer’s Certificate of the Company, dated as of November 18 , 202 1 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18 , 202 1 (File No.
+Added: Form of Global Note representing the Company’s 2.
+Added: 00 0 % Notes due 20 31 (included i n Officer’s Certificate of the Company, dated as of Novem ber 18 , 202 1 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18 , 202 1 (File No.
+Added: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ( incorporated by reference to Exhibit 4.25 of the Company ’ s A nnual R eport on F orm 10-K filed on February 12 , 2021 (File N o.
001-3287 7 1)) .
+Added: $6,000,000,000 Amended and Restated Credit Agreement, dated as of November 14, 2019, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A.
+Added: as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed February 14, 2020 (File No.
+Added: First Amendment to Third Amended and Restated Credit Agreement, dated as of November 13, 2021, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A.
+Added: as administrative agent .
Employment Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of July 1, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2010 (File No.
−Removed: Employment Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 31, 2020.
−Removed: Employment Agreement between Martina Hund-Mejean and Mastercard International, amended and restated as of December 24, 2012 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed February 14, 2013 (File No.
−Removed: Amendment to Amended and Restated Employment Agreement between Martina Hund-Mejean and Mastercard International, dated as of December 21, 2017 (incorporated by reference to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K filed February 14, 2018 (File No.
+Added: Employment Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 31, 2020 (incorporated by reference to Exhibit 10.2.1 to the Company ’ s Annual Report on Form 10-K filed Februar y 12, 2021 (File No.
+Added: Consulting Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 13, 2021.
Contract of Employment between Mastercard UK Management Services Limited and Ann Cairns, amended and restated as of April 5, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2018 (File No.
6 unchanged sentences
Description of Employment Arrangement with Michael Miebach (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2020 (File No.
−Removed: Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective February 4, 2019 .
+Added: Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective April 9, 2021 (incorporated by reference to Exhibi t 10.4 to the Com pany ’ s Quarterly Report on F orm 10-Q filed April 29, 2021 (File No.
+Added: 001-32877)) .
Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless otherwise provided (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No.
Mastercard Incorporated Deferral Plan, as amended and restated effective December 1, 2008 for account balances established after December 31, 2004 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No.
−Removed: Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 5, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 1, 2012 (File No.
+Added: Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 22 , 20 21 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No.
Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 20 21 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 29 , 20 21 (File No.
2 unchanged sentences
Form of Mastercard Incorporated Long Term Incentive Plan Non-Competition and Non-Solicitation Agreement for named executive officers (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed February 16, 2012 (File No.
−Removed: Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of April 10, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2018 (File No.
+Added: Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of April 9 , 20 21 (incorporated by reference to Exhibit 10.
+Added: 5 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2021 (File No.
Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of June 25, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 26, 2018 (File No.
−Removed: Schedule of Non-Employee Directors’ Annual Compensation effective as of June 25, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 30, 2019 (File No.
+Added: Schedule of Non-Employee Directors’ Annual Compensation effective as of January 1, 2022 .
2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 2 2 , 20 21 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 2 9 , 20 21 (File No.
67 unchanged sentences
February 11, 2022 By:
−Removed: /s/ AJAY BANGA
−Removed: Executive Chairman;
+Added: /s/ CANDIDO BRACHER
+Added: Candido Bracher
February 11, 2022 By:
9 unchanged sentences
February 11, 2022 By:
−Removed: Lead Independent Director
+Added: Chairman of the Board;
February 11, 2022 By:
17 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.