PBI » Topics » PATRICK J. KEDDY

This excerpt taken from the PBI DEF 14A filed Mar 27, 2008.
PATRICK J. KEDDY(1)
             
    Involuntary Not for             Change of Control with             Death or Disability
   
Cause Termination ($)(2)
  Termination (CIC) ($)   ($)
Severance   506,490 - 1,557,912 (3)   2,413,154 (4)   0  
Annual Incentive   85,146 (5)   272,466 (6)   85,146 (5)
CIUs                  
    2005-2007 cycle
  0 - 214,667 (7)   214,667 (8)   214,667 (7)
    2006-2008 cycle
  0 - 150,000 (9)   225,000 (8)   150,000 (9)
    2007-2009 cycle
  0 - 75,000 (9)   225,000 (8)   75,000 (9)
Stock Options Accelerated(10)   0     0     0  
Restricted Stock Accelerated   0     247,260     247,260  
Change of Control                  
Pension Benefit(11)   0     370,416     0  
Medical & other benefits(12)   0     75,586     0  
Financial Counseling   0 - 42,000     0     0  
Tax-gross up(13)   0     0     0  
Total   591,636 - 2,124,725     4,043,549     772,073  

(1)     

All data is shown assuming termination on December 31, 2007. Mr. Keddy is employed in the United Kingdom and has a service agreement which entitles him to certain benefits. Mr. Keddy is paid in U.K. pounds sterling. To provide comparability, we have converted his salary to U.S. dollars using the conversion rate of $1.9947 to £1.00 (which is the average of the monthly average conversion rates for 2007). Mr. Keddy’s annual incentive was converted using the actual conversion rate on the first trading day following approval by the Executive Compensation Committee of the final bonus pool (February 12, 2008) which was $1.951 to £1.00.

 
(2)     

Ranges represent variance between Mr. Keddy’s basic severance plan outlined in his service agreement and the enhanced severance payment as explained in the section entitled “Explanation of Benefits Payable Upon Various Termination Events” on page 51.

 
(3)     

Under the terms of Mr. Keddy’s service agreement, he would receive a minimum of one year of base salary if he were terminated involuntarily and not for cause.

 
(4)     

Includes three years of salary and three years of annual incentive. Salary used is the base rate as of December 31, 2007 and average annual incentive award used is the incentive earned for service in 2004, 2005 and 2006.

 
(5)     

Annual incentive is prorated for time worked during the year of termination and is shown with actual amount earned for 2007. This amount was paid in February 2008 under the normal distribution of annual incentives.

 
(6)     

Annual incentive is valued at the targeted amount and is paid upon termination following a change of control.

 
(7)     

Units for 2005-2007 cycles are valued at $1.12 per unit based upon actual achievement of performance metrics for the 2005-2007 cycle. This amount was paid in February 2008 under the normal distribution of CIUs.

 
(8)     

Units for 2005-2007 cycle are valued at $1.12 per unit based upon actual achievement of performance metrics for the 2005-2007 cycle. Units for 2006-2008 and 2007-2009 cycles are valued at the targeted amount which is $1.00 per unit. Payment is paid upon termination following a change of control.

 
(9)     

Units for 2006-2008 and 2007-2009 cycles are valued at the targeted amount which is $1.00 per unit. Payment is prorated based upon time worked through the end of each cycle period, however, payment is not made until the end of the performance period.

 
(10)     

Vesting of options is accelerated upon certain termination events. As of December 31, 2007, there were no in-the-money unvested employee stock options to purchase the common stock of Pitney Bowes.

 
(11)     

Amount shown is the increase in lump-sum actuarial equivalent of the pension age and service credits for the associated severance period.

 
(12)     

Amount shown is the present value of the company’s cost to continue medical and other health & welfare plans for three years plus the company’s cost for outplacement services.

 
(13)     

Mr. Keddy is not subject to a tax gross-up as he is a U.K. employee.

 

 

47


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