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This excerpt taken from the PBI DEF 14A filed Mar 27, 2008. Executive Compensation Committee is responsible for the company’s executive compensation policies and programs. During 2007,
the committee met nine times. The committee frequently meets in executive session with Frederic W. Cook & Co., Inc., its independent consultant. The committee recommends to all of the independent directors for final approval policies, programs
and specific actions regarding the compensation of the executive chairman and the chief executive officer, and approves the same for all of the executive officers of the company. The committee also recommends the “Compensation Discussion and
Analysis” for inclusion in the company’s proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission, and reviews and approves allocations of shares in the company’s employee stock plans in
connection with the granting of stock options
and other stock awards. The Committee’s charter, which was last amended in November 2007, is available on the company’s
website at www.pb.com under
the heading “Our Company-Corporate Governance.”
The This excerpt taken from the PBI DEF 14A filed Apr 3, 2007. Executive Compensation Committee, which met seven times in 2006, oversees the company’s executive compensation program,
including establishing the company’s executive compensation policies and undertaking an annual review of all components of compensation to confirm that the company’s objectives are appropriately achieved. The committee is also responsible
for certain administrative aspects of the company’s compensation plans and the Pitney Bowes Employee Stock Purchase Plan, as amended and restated, and makes recommendations to the board regarding material changes to such plans. The committee
also determines guidelines and specific provisions for stock options, stock and other equity-based incentive awards to be granted to eligible employees under the company’s compensation plans, including the Pitney Bowes Inc. Key Employees
Incentive Plan (“KEIP”) and The Pitney Bowes Stock Plan. Grants under any company compensation plan, including the KEIP and The Pitney Bowes Stock Plan, to the chief executive officer or to the chief operating officer are recommended by
the committee and approved by the independent directors of the board. For further information on the responsibilities of the Executive Compensation Committee, see “Report of the Executive Compensation Committee” on page 31
below.
The This excerpt taken from the PBI DEF 14A filed Mar 23, 2006. Executive Compensation Committee, which met six times in 2005, oversees the company’s executive compensation program,
including establishing the company’s executive compensation policies and undertaking an annual review of all components of compensation to confirm that the company’s objectives are appropriately achieved. The committee is also responsible
for certain administrative aspects of the company’s compensation plans (see “Executive Officer Compensation” beginning on page 25) and the Pitney Bowes Employee Stock Purchase Plan, as amended and restated, and approves administrative
changes in such plans. Any material plan amendments are recommended by the committee for approval by the independent directors of the board. The committee also establishes performance targets, and grants incentives in the forms permitted under the
Pitney Bowes Inc. Key Employees’ Incentive Plan (“KEIP”), and grants incentives to the key executives (other than the chief executive officer and the chief operating officer) under The Pitney Bowes Stock Plan. Grants under any company
compensation plan, including the KEIP and The Pitney Bowes Stock Plan, to the chief executive officer (as described on page 34) or to the chief operating officer are recommended by the Executive Compensation Committee and approved by the independent
directors of the board.
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