This excerpt taken from the PBI 8-K filed Aug 14, 2006.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
This Amendment No. 1 is an amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2006. This amendment is being filed solely to include required disclosure regarding the compensation and company stock ownership of Johnna G. Torsone, the companys Senior Vice President and Chief Human Resources Officer. Ms. Torsone is the executive officer who should have been included as one of the five named executive officers, replacing Patrick J. Keddy, Executive Vice President and President, Mailstream International.
The original Form 8-K was filed to describe ordinary course executive officer compensation actions taken by the Executive Compensation Committee (the "Committee") and the Board of Directors of Pitney Bowes Inc.
At its meeting on February 13, 2006, the Committee and the Board of Directors took the following actions with respect to the compensation of the company's Named Executive Officers (as defined in Regulation S-K Item 402(a)(3)):
On April 5, 2004, Mr. Martin was awarded 20,000 shares of restricted stock that would become fully vested on the fourth anniversary of the grant date, April 5, 2008, so long as Mr. Martin remained an employee of the company and certain income from continuing operations performance criteria were achieved. Pursuant to the Restricted Stock Agreement incorporated by reference into this Form 8-K/A as Exhibit 10.1, Mr. Martin's restricted shares were subject to accelerated vesting upon the achievement of certain additional performance goals set by the Committee. These additional performance goals included specific criteria related to the development of the senior leadership pool and achievement of 2004/2005 and 2005/2006 organic growth and EBIT targets. On February 13, 2006, the Committee determined that the income from continuing operations performance criteria and the leadership development criteria and a portion of the 2004/2005 organic growth and EBIT targets were achieved. As a result of this determination, at its February 13, 2006 meeting, the Board of Directors released the restrictions on 12,825 shares of Mr. Martin's restricted stock. All or a portion of the remaining 7,175 shares of restricted stock are subject to accelerated vesting based on achievement of 2005/2006 organic growth and EBIT targets.