This excerpt taken from the PBI 10-K filed Feb 26, 2009.
3. AWARDS & PAYMENT
(A)
From time to
time, the Committee may make awards to such key employees as it determines to
be appropriate under the terms of the Plan. All awards under the Plan shall
be made on such terms and subject to such conditions as the Committee may
determine, including the following:
(i)
The
Committee shall decide who shall receive awards for the year, and shall make
rules determining how each award is to be calculated. Awards may be made in
cash, Units (as defined in subparagraph (ii)), or any combination thereof, as
may, in the judgment of the Committee, be best calculated to further the
purposes of the Plan. Awards will be granted subject to the Section 162(m)
provisions of Section 9 of the Plan, if applicable.
(ii)
A “Unit” is
an award which entitles the recipient to receive cash in an amount which is
calculated based upon the business performance of the Company or any of its
divisions, subsidiaries, or affiliates during a stated period (“Cash
Incentive Unit or Unit”). The Company may base the Cash Incentive Unit award
on the achievement of one or more pre-established objective performance
measures listed in Section 9(C), or any other indicator specified by the
Committee. The Committee shall fix the period during which such performance
is to be measured (the “Cycle”), the time at which the value of the Units is
to be paid, and the form of the payment to be made in respect of the Units.
The Board may determine from time to time that a Unit award shall be settled
in whole or in part in Company stock. The Units shall be awarded under the
“Pitney Bowes Cash Incentive Units Program.”
(iii)
All other
cash awards made under the Plan, other than Units described in subparagraph
(ii) above, are referred to as “Incentive Awards,” which shall include “Annual
Incentive Awards” made under the Pitney Bowes Incentive Program. Incentive
Awards may be based on a participant’s incentive target, individual
performance, the achievement by the organization or business unit of one or
more pre-established objective performance measures listed in Section 9(C) or
any other measure that the Company determines appropriate to meet the
purposes of the Plan.
(iv)
The making
of awards under this Plan is purely discretionary on the part of the Company
and the calculation of the award value by the Company shall be final,
conclusive and binding on all parties. Awards made under this Plan both
rewards past performance and incents future performance.
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(B)
Payments
with respect to maturing Cash Incentive Units shall be paid between February
1 and March 15 of the calendar year following the final year in the Cycle.
Payments to participants who reside outside the United States shall be made
in such currencies and such exchange rates as are consistent with the
patterns and practices under this Plan as well as local patterns and
practices. Annual Incentive Awards shall be paid no later than March 15 of
the calendar year following the year for which the Incentive Awards were
earned. All other cash awards made under this Plan shall be paid and governed
pursuant to the terms of the written award document or notification.
(C)
The
Committee may from time to time establish rules and procedures pursuant to
which participants will be permitted or required to defer receipt of
Incentive Awards or Units under the Company’s Deferred Incentive Savings
Plan.
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