Pitney Bowes (PBI)

(A)

If a participant’s employment with the Company terminates for any reason before the distribution or payment of an Annual Incentive Award or a Cash Incentive Unit award, the award will be forfeited and will not be paid, except as provided in this Section or except as otherwise determined by the Committee.

(B)

Incentive Award. If the participant’s employment ceases on account of:

(i)

Retirement (or bridged to Retirement pursuant to a written severance agreement), Total Disablity as defined under the Company’s disability plans or because of a Company-approved leave of absence, the participant shall be entitled to payment of the Annual Incentive Award on a pro-rata basis. (“Retirement” is defined as age 65 with 3 years of service or age 55 or older with at least 10 years of service, as that definition may be amended under the Pitney Bowes Pension Plan.) The payment will be based on the number of days the participant was actively employed during the performance measurement period, the participant’s incentive percentage based on performance targets met and the participant’s salary during the performance period. The payment will be made when the award otherwise would be paid whether or not the participant is actively employed at the time the payment is scheduled to be made. Actively employed for purposes of this Plan means the participant is physically at work or on a Company-approved paid leave of absence.

(ii)

In the event of death during the performance year, the award will be pro-rated and paid to the participant’s spouse or designated beneficiary, or if none, to the particpant’s estate.

(iii)

If the participant terminates employment under the terms of a written severance agreement, the Company may, in its sole discretion, provide (a) in the event of a nonretirement eligible employee that all or a pro-rata portion of the participant’s award is earned by and payable to the participant, or (b) in the event of a retirement eligible employee that the participant’s award will be paid at the time of termination from employment in lieu of when the Annual Incentive Award is normally paid under the program.

(iv)

In the event of a sale, spin-off or outsourcing of a business or business unit, the Company shall determine whether eligible participants are entitled to an Incentive Award and the criteria to be used in calculating the award.

(C)

Cash Incentive Unit. If the participant’s employment ceases on account of:

(i)

Retirement (or bridged to Retirement pursuant to a written severance agreement), or Total Disability as defined under the Company’s disablity plans, the participant will be entitled to payment of the Cash Incentive Units on a pro-rated basis based on the number of full calendar months of service during the Cycle through the date of Retirement or Total Disability. During a paid leave of absence, Family Medical Leave Act of 1993 and military leaves of absence, and disability leave where the participant is receiving benefits under the Company’s disability benefit plans, the participant will be treated as actively employed with respect to the participant’s outstanding Cash Iincentive Unit awards. The payment of the Cash Incentive Unit will be made when the Award is otherwise paid to other eligible participants, whether or not the participant is actively employed at the time the payment is scheduled to be made. A participant will be considered actively at work if physically at work or on a Company-approved paid leave of absence.

(ii)

In the event of death during the performance year, the award will be paid to the participant’s spouse or designated beneficiaries, or if none, to the participant’s estate. The payment will be made when the award is otherwise paid to other eligible participants.