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PBI » Topics » Change of Control Arrangements

This excerpt taken from the PBI DEF 14A filed Mar 26, 2009.

Change of Control Arrangements

Set forth below is a summary of certain change of control arrangements maintained by the company. Under the company’s change of control arrangements, a “change of control” is defined as:

 

 

 

 

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the acquisition of 20% or more of the company’s common stock or 20% or more of the combined voting power of the company’s voting securities by an individual, entity or group;

 

 

 

 

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the replacement of a majority of the board other than by approval of the incumbent board;

 

 

 

 

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the consummation of a reorganization, merger, or consolidation where greater than 50% of the company’s common stock and voting power changes hands; or

 

 

 

 

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the approval by stockholders of the liquidation or dissolution of the company.

Upon a termination from employment without cause, or for good reason (defined as employees whose employment is terminated, whose position, authority, duties, responsibilities, earnings or benefits are diminished, or who is relocated) within two years of a change of control each of the named executive officers is entitled to the following:

 

 

 

 

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A payment equal to three times the sum of the participant’s current annual salary and the participant’s average annual incentive award in the preceding three years.

 

 

 

 

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A prorated annual incentive award based on the participant’s current annual incentive target.

 

 

 

 

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CIU payments based on the total of the outstanding grants for each of the open cycles paid at target value.

 

 

 

 

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The Pitney Bowes Inc. 2007 Stock Plan provides that all stock options and restricted stock will vest upon the employee’s termination and stock options can be exercised during their remaining term.

 

 

 

 

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Only age and service credits, not earnings, are included in the pension calculation for the associated severance period.

 

 

 

 

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Health and welfare benefits for the executive and his or her dependents for a three-year period.

 

 

 

 

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Outplacement services.

 

 

 

 

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A tax gross-up covering all additional taxes due (e.g., excise, income, employment taxes) to U.S. employees if an excise tax is due on the parachute payments. However, there is a provision that allows the severance payments to be reduced if the parachute value is within 110% of the safe-harbor amount, and therefore no tax gross-up would then be payable.

A change of control without termination entitles named executive officers to have their stock options and shares of restricted stock granted to them under the 2002 Pitney Bowes Stock Plan to vest immediately. These stock options are exercisable during the remainder of their term. As of December 31, 2008, none of the named executive officers held in-the-money unvested stock options under the 2002 Stock Plan.

This excerpt taken from the PBI DEF 14A filed Mar 27, 2008.

Change of Control Arrangements

Set forth below is a summary of certain change of control arrangements maintained by the company. Under the company’s change of control arrangements, a “change of control” is defined as:

  • the acquisition of 20% or more of the company’s common stock or 20% or more of the combined voting power of the company’s voting securities by an individual, entity or group;

  • the replacement of a majority of the board other than by approval of the incumbent board;

  • the consummation of a reorganization, merger, or consolidation where greater than 50% of the company’s common stock and voting power changes hands; or

  • the approval by stockholders of the liquidation or dissolution of the company.

This excerpt taken from the PBI DEF 14A filed Apr 3, 2007.

Change of Control Arrangements

Set forth below is a summary of certain change of control arrangements maintained by the company. Under the company’s change of control arrangements, a “change of control” is defined as:

  • the acquisition of 20 percent or more of the company’s common stock or 20 percent or more of the combined voting power of the company’s voting securities by an individual, entity or group;
  • the replacement of a majority of the board other than by approval of the incumbent board;
  • the consummation of a reorganization, merger, or consolidation where greater than 50% of the company’s common stock and voting power changes hands; or
  • the approval by stockholders of the liquidation or dissolution of the company.

EXCERPTS ON THIS PAGE:

DEF 14A
Mar 26, 2009
DEF 14A
Mar 27, 2008
DEF 14A
Apr 3, 2007

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