PBI » Topics » POST-TERMINATION PAYMENTS MICHELE COLEMAN MAYES (1)

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

POST-TERMINATION PAYMENTS
MICHELE COLEMAN MAYES
(1)

    Involuntary Not for    Change of Control with   Death or Disability
   
Cause Termination ($)(2) 
   Termination (CIC) ($)    ($)
Severance    36,869 - 1,485,830
(3) 
  2,318,285 (4)    0  
                   
Annual Incentive    0 - 386,092
(5) 
  364,268     386,092 (5) 
                   
CIUs                   
                   
   2004-2006 cycle(6)    0 - 376,200     376,200     376,200  
                   
   2005-2007 cycle    0 - 279,111
(7) 
  273,778 (8)    279,111 (7) 
                   
   2006-2008 cycle    0     123,000 (8)    157,000 (7) 
                   
Stock Options                   
Accelerated(9)    0 - 61,100     211,312     211,311  
                   
Change of Control                   
Pension Benefit(10)    0     20,291     0  
                   
Medical & other                   
benefits(11)    0     60,186     0  
                   
Financial Counseling    0 - 21,000     0     0  
                   
Tax gross-up(12)    0     1,259,223     0  
                   
(1)      All data is shown assuming termination on December 31, 2006.
   
(2) Ranges represent variance between Ms. Mayes’ basic severance plan and enhanced severance payment as explained in the section entitled “Explanation of Benefits Payable Upon Various Termination Events” on page 59.
   
(3) Under the terms of the Pitney Bowes Severance Pay Plan, Ms. Mayes would receive a minimum of 4 weeks of base salary if she 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, 2006 and average annual incentive used is the incentive earned for service in 2003, 2004, and 2005.
   
(5) Annual incentive is prorated for time worked during the year of termination and is shown with actual amount earned for 2006. This amount was paid in February 2007 under the normal distribution of annual incentives.
   
(6) Units for 2004-2006 cycle are valued at $1.71 per unit based upon actual achievement of performance metrics for the 2004-2006 cycle. This amount was paid in February 2007 under the normal distribution of CIUs.
   
(7) Units for 2005-2007 cycle and 2006-2008 cycle are estimated to be $1.57 per unit based upon the average CIU payment for the most recent three-year cycles (those ending in 2004, 2005, and 2006). 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.
   
(8) Units for 2005-2007 cycle are valued at $1.54 and 2006-2008 cycle are valued at $1.23 per unit based on actual performance metrics realized as of December 31, 2006. Payment is prorated based upon time worked through the end of each cycle period and is paid upon termination following a change of control.
   
(9) Value calculated is the gain based on $46.19 per share, the closing market price of a share of common stock on December 29, 2006, net of exercise prices.
   
(10) Amount shown is the increase in lump-sum actuarial equivalent of the pension age and service credits for the associated severance period.
   
(11) 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.
   
(12) Amount shown is the gross-up value for excise tax due on parachute payments and their gross-up payments.

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