EQUITY COMPENSATION PLAN INFORMATION for Mastercard (MA)

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Mastercard (MA)

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MA » Topics » EQUITY COMPENSATION PLAN INFORMATION

This excerpt taken from the MA DEF 14A filed Apr 23, 2009.

EQUITY COMPENSATION PLAN INFORMATION

The table below presents information as of December 31, 2008 for the LTIP and 2006 Non-Employee Director Equity Compensation Plan, both of which have been approved by stockholders. MasterCard does not have any equity compensation plans that have not been approved by stockholders.


Plan category	Number of shares of Class A common stock to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of shares of Class A common stock remaining available for future issuance under equitycompensation plans (excluding shares reflected in the first column) (c)
Equity compensation plans approved by stockholders	3,119,872	(1)(2)(3)	$	93.128	(4)	7,522,695
Equity compensation plans not approved by stockholders	—		$	—		—
Total	3,119,872					7,522,695

(1)

The LTIP authorizes the issuance of stock options, restricted stock, restricted stock units, performance stock units and other stock-based awards and the Non-Employee Director Equity Compensation Plan authorizes the issuance of deferred stock units. Of the total number of shares, (a) 704,774 shares may be issued pursuant to outstanding stock options; (b) 1,523,009 shares may be issued pursuant to outstanding restricted stock units; (c) 857,363 shares may be issued pursuant to outstanding performance stock units (see footnote (2) below); and (d) 34,726 shares may be issued pursuant to outstanding deferred stock units.

(2)

The Company began accruing the performance share units granted in 2007 in its fiscal year 2007 financial statements at maximum performance level based on the Company's assessment of its obligations based on quantitative and qualitative considerations of actual and forecasted results as compared to performance targets for net income and return on equity. The actual number of performance stock units and actual payout value of unearned shares has not been determined and will be determined based on the Company’s performance over the three-year performance period ending December 31, 2009.

(3)

The Company began accruing the performance share units granted in 2008 in its fiscal year 2008 financial statements at 133 percent performance level based on the Company's assessment of its obligations based on quantitative and qualitative considerations of actual and forecasted results as compared to performance targets for net income and return on equity. The actual number of performance stock units and actual payout value of unearned shares has not been determined and will be determined based on the Company’s performance over for the three-year period performance period ending December 31, 2010.

(4)	The weighted-average exercise price of outstanding options, warrants and rights exclude the restricted stock units, performance stock units and deferred stock units.

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Mastercard (MA)

MA » Topics » EQUITY COMPENSATION PLAN INFORMATION

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