PBI » Topics » 13. Director Compensation.

This excerpt taken from the PBI DEF 14A filed Mar 27, 2008.
13. Director Compensation. The philosophy, or objectives, of the Board of Directors compensation program are to:

(i)     

enable the Board to attract and retain the talent needed to fulfill the responsibilities of the Board in a superior and independent fashion;

 
(ii)     

align the interests of the Directors with the long-term interests of shareholders through share ownership; and

 
(iii)     

compensate Directors for their time, efforts and capacity to assist the Company in the achievement of its long-term goals, and to reflect those activities that require the greatest Board focus.

The compensation policy of the Company, or the means by which the Board compensation philosophy will be realized, is as follows:

In recognition of the commitment, service and capacity Directors provide to Pitney Bowes, the Company will provide each Director with compensation consisting of:

(i)     

an annual cash retainer;

 
(ii)     

an annual equity award of restricted common stock;

 
(iii)     

board and Committee meeting fees; and

 
(iv)     

a fee for service as Committee chairpersons with higher fees for those Committees that require enhanced efforts.

In establishing the amount of the cash retainer, the equity award and the fees, it is the Company’s intention that the total compensation of Directors be competitive with compensation of directors of companies in the Fortune 100 to 300 companies.

The Governance Committee of the Board reviews the director compensation policy periodically and will, if it deems appropriate, consult from time to time with an independent compensation consultant as to the competitiveness of the program.

The Board of Directors maintains Director Stock Ownership Guidelines, which are available on the Company’s governance website.

This excerpt taken from the PBI DEF 14A filed Apr 3, 2007.
13. Director Compensation. The philosophy, or objectives, of the Board of Directors compensation program are to:

13


(i)    enable the Board to attract and retain the talent needed to fulfill the responsibilities of the Board in a superior and independent fashion;

(ii)   align the interests of the Directors with the long-term interests of shareholders through share ownership; and

(iii)  compensate Directors for their time, efforts and capacity to assist the Company in the achievement of its long-term goals, and to reflect those activities that require the greatest Board focus.

The compensation policy of the Company, or the means by which the Board compensation philosophy will be realized, is as follows:

In recognition of the commitment, service and capacity Directors provide to Pitney Bowes, the Company will provide each Director with compensation consisting of:

(i)    an annual cash retainer;

(ii)   an annual equity award of restricted common stock;

(iii)  board and Committee meeting fees; and

(iv)   a fee for service as Committee chairpersons with higher fees for those Committees that require enhanced efforts.

In establishing the amount of the cash retainer, the equity award and the fees, it is the Company’s intention that the total compensation of Directors be competitive with compensation of directors of companies in the Fortune 100 to 300 companies.

The Governance Committee of the Board reviews the director compensation policy periodically and will, if it deems appropriate, consult from time to time with an independent compensation consultant as to the competitiveness of the program.

The Board of Directors maintains Director Stock Ownership Guidelines, which are available on the Company’s governance website.

This excerpt taken from the PBI DEF 14A filed Mar 23, 2006.
12. Director Compensation. The philosophy, or objectives, of the Board of Directors compensation program are to:

(i)      enable the Board to attract and retain the talent needed to fulfill the responsibilities of the Board in a superior and independent fashion;
 
(ii)      align the interests of the Directors with the long-term interests of shareholders through share ownership; and
 
(iii)      compensate Directors for their time, efforts and capacity to assist the Company in the achievement of its long-term goals, and to reflect those activities that require the greatest Board focus.
 

The compensation policy of the Company, or the means by which the Board compensation philosophy will be realized, is as follows:

In recognition of the commitment, service and capacity Directors provide to Pitney Bowes, the Company will provide each Director with compensation consisting of:

(i)      an annual cash retainer;
 
(ii)      an annual equity award of restricted common stock;
 
(iii)      Board and Committee meeting fees; and
 
(iv)      a fee for service as Committee chairpersons with higher fees for those Committees that require enhanced efforts.
 

In establishing the amount of the cash retainer, the equity award and the fees, it is the Company’s intention that the total compensation of Directors be competitive with compensation of directors of companies in the Fortune 100 to 300 companies.

The Governance Committee of the Board reviews the director compensation policy periodically and will, if it deems appropriate, consult from time to time with an independent compensation consultant as to the competitiveness of the program.

The Board of Directors maintains Director Stock Ownership Guidelines, which are available on the Company’s governance website.

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