This excerpt taken from the PBI DEF 14A filed Mar 23, 2006.
Proposal 3: Approval of Amended and Restated Key Employees Incentive Plan
The companys stockholders are being requested to consider and act upon a proposal to amend the Pitney Bowes Inc. Key Employees Incentive Plan, as amended and restated February 12, 2001 (KEIP). The KEIP is a cash incentive plan. Grants under the KEIP generally take the form of performance-based annual compensation incentives (Annual Incentives) and cash incentive units (CIUs).
The KEIP was originally adopted and approved by the board of directors and stockholders in 1973 and has been amended on various occasions since that time, most significantly in 1996 when the board of directors
and stockholders approved amendments to conform certain provisions of the KEIP to the requirements of the performance-based compensation exception to the deduction limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). In February 2001, the board amended the KEIP to update the provisions relating to the requirements of performance-based compensation under Section 162(m) of the Code. February 2006 awards to all employees of the company, except for Mr. Critelli, chairman and chief executive officer, and Mr. Martin, president and chief operating officer, were made under the KEIP. In February 2006, the board approved amendments to the KEIP (the 2006 Amendments). Mr. Critelli and Mr. Martins 2006 awards were made under the KEIP, as amended. Although the 2006 Amendments have not been made contingent on receipt of stockholder approval, the board has directed that certain amendments to the KEIP be submitted to the stockholders for approval so that awards granted under the KEIP may qualify as performance-based compensation under Section 162(m) of the Code and to comply with certain requirements of the New York Stock Exchange.