DATED

 	
 December
 30, 2010

 	
  

 
	
  

 	 


 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PITNEY BOWES LIMITED

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PATRICK KEDDY

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
  

 



	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	 



 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Compromise Agreement

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	 



 	
  

 	
  

 






	
  

 
	
 

 
	
  

 
	
 Brierly
 Place  New London Road 

 Chelmsford  Essex  CM2 0AP 

 dx 89703 Chelmsford 2 

 t: 01245 211211   f: 01245 354764 

 www.birketts.co.uk

 


104





THIS AGREEMENT is dated December 30, 2010 


	
  

 	
  

 
	
 PARTIES 

 
	
  

 	
  

 
	
 (1)

 	
 Pitney
 Bowes Limited
 incorporated and registered in England and Wales with company number 182037
 whose registered office is at Elizabeth Way, The Pinnacles, Harlow, Essex
 CM19 5BD (Company) 

 
	
 (2)

 	
 Patrick
 Keddy of Trevonen,
 The Clump, Rickmansworth WD3 4BD (Employee)
 

 
	
  

 	
  

 
	
 BACKGROUND
 

 
	
  

 	
  

 
	
 (A)

 	
 The Employee has been
 employed by the Company from 2 May 1989, most recently as President of Pitney
 Bowes International under a service agreement dated 29 January 2003 (Contract). 

 
	
  

 	
  

 
	
 (B)

 	
 The Employee’s employment
 with the Company shall terminate on 31 December 2011 unless such date is
 brought forward following a request from the Employee in accordance with this
 agreement. 

 
	
  

 	
  

 
	
 (C)

 	
 The parties have entered
 into this agreement to record and implement the terms on which they have
 agreed to settle any claims which the Employee has or may have in connection
 with his employment or its termination or otherwise against any Group Company
 (as defined below) or their officers or employees whether or not those claims
 are, or could be, in the contemplation of the parties at the time of signing
 this agreement, and including, in particular, the statutory complaints which
 the Employee raises in this agreement. 

 
	
  

 	
  

 
	
 (D)

 	
 The parties intend this
 agreement to be an effective waiver of any such claims and to satisfy the
 conditions relating to compromise agreements in the relevant legislation. 

 
	
  

 	
  

 
	
 (E)

 	
 The Company enters into
 this agreement for itself and as agent and trustee for all Group Companies
 and it is authorised to do so. It is the parties’ intention that each Group
 Company should be able to enforce any rights it has under this agreement, subject
 to and in accordance with the Contracts (Rights of Third Parties) Act 1999. 

 
	
  

 	
  

 
	
 AGREED
 TERMS

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Interpretation

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.1

 	
 The definitions in this
 clause apply in this agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Adviser 

 	
  

 	
 Richard Yeomans of
 Addleshaw Goddard LLP; 

 	
  

 
	
  

 	
 Board

 	
  

 	
 the board of directors of
 the Company (including any committee of the board duly appointed by it);

 	
  

 
	
  

 	
 Confidential
 Information

 	
  

 	
 information in whatever
 form (including, without limitation, in written, oral, visual or electronic
 form or on any magnetic or optical disk or memory and wherever located)
 relating to the business, products, affairs and finances of any Group Company
 for the time being confidential to any Group Company and trade secrets
 including, without limitation, technical data and know-how relating to the
 business of any Group Company or any of their suppliers, clients, customers,
 agents, distributors, shareholders or management, including (but not limited
 to) information that the Employee created, developed, received or obtained in
 connection with his employment, whether or not such information (if in
 anything other than oral form) is marked confidential; 

 	
  

 
	
  

 	
 Copies

 	
  

 	
 copies or records of any
 Confidential Information in 

 	
  

 


105









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 whatever form (including,
 without limitation, in written, oral, visual or electronic form or on any
 magnetic or optical disk or memory and wherever located) including, without
 limitation, extracts, analysis, studies, plans, compilations or any other way
 of representing or recording and recalling information which contains,
 reflects or is derived or generated from Confidential Information;

 	
  

 
	
  

 	
 Group
 Company

 	
  

 	
 the Company, its
 Subsidiaries or Holding Companies from time to time and any Subsidiary of any
 Holding Company from time to time;

 	
  

 
	
  

 	
 Subsidiary
 and Holding

 Company

 	
  

 	
 in relation to a company
 mean “subsidiary” and “holding company” as defined in section 1159 of the
 Companies Act 2006 and a company shall be treated, for the purposes only of
 the membership requirement contained in subsections 1159(b) and (c), as a
 member of another company even if its shares in that other company are
 registered in the name of (a) another person (or its nominee), whether by way
 of security or in connection with the taking of security, or (b) a nominee.

 	
  

 






	
  

 	
  

 	
  

 
	
 1.2

 	
 The
 headings in this agreement are inserted for convenience only and shall not
 affect its construction. 

 
	
  

 	
  

 	
  

 
	
 1.3

 	
 A
 reference to a particular law is a reference to it as it is in force for the
 time being taking account of any amendment, extension, or re-enactment and
 includes any subordinate legislation for the time being in force made under
 it. 

 
	
  

 	
  

 	
  

 
	
 1.4

 	
 A
 reference to one gender includes a reference to other genders. 

 
	
  

 	
  

 	
  

 
	
 1.5

 	
 Unless
 the context otherwise requires, words in the singular include the plural and
 in the plural include the singular. 

 
	
  

 	
  

 	
  

 
	
 1.6

 	
 The
 schedules to this agreement form part of (and are incorporated into) this
 agreement. 

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Arrangements up to and on Termination 

 
	
  

 	
  

 	
  

 
	
 2.1

 	
 The
 Employee’s employment with the Company shall terminate on: 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.1

 	
 31
 December 2011; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.2

 	
 such
 earlier date as requested by the Employee on not less than one month’s
 written notice to David Denny, 

 
	
  

 	
  

 	
  

 
	
  

 	
 such
 date being the Termination Date.
 

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 The
 Employee’s last day of work shall be 31 December 2010 and from then until the
 Termination Date the Employee will be on Garden Leave in accordance with
 clause 12 of this agreement. 

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 The
 Company shall pay the Employee his salary up to the Termination Date in the
 usual way. 

 
	
  

 	
  

 	
  

 
	
 2.4

 	
 The
 Company shall continue to provide benefits including car allowance, pension
 contributions, medical insurance for the Employee and his immediate family,
 death in service and permanent health insurance to the Employee in the usual
 way up to the Termination Date. 

 


106









	
  

 	
  

 	
  

 
	
 2.5

 	
 Subject
 to clause 3.1, the Company shall pay the Employee a fuel allowance of £2,500
 in twelve equal monthly instalments, the first of which shall be made in
 January 2011. 

 
	
  

 	
  

 	
  

 
	
 2.6

 	
 The
 Company shall pay the Employee US$88,750 in respect of the balance of the
 2008 Retention Award in February 2011. 

 
	
  

 	
  

 	
  

 
	
 2.7

 	
 The
 Company agrees to procure that the Employee’s outstanding share awards,
 options and long term incentives shall be dealt with as follows as is
 summarised in Schedule 5: 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.7.1

 	
 the
 Employee’s outstanding stock options shall continue to vest in the usual way
 during Garden Leave. Any of the Employee’s outstanding unvested stock options
 which do not vest during Garden Leave shall vest on the Termination Date.
 Vested options shall be exercisable until the end of the option award term; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.7.2

 	
 the
 three outstanding Cash Incentive Unit (CIU) grant cycles, each grant
 totalling 225,000 units, shall be pro-rated based on full calendar months
 worked in each cycle and the Employee shall be paid in respect of the CIUs at
 the end of each cycle under the plan based on achievement of pre-determined
 CIU performance. For the 2008/10 cycle the Employee shall be paid in respect
 of 225,000 CIUs. For the 2009/11 cycle the Employee shall be paid in respect
 of 150,000 CIUs. For the 2010/12 cycle the Employee shall be paid in respect
 of 75,000 CIUs; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.7.3

 	
 the
 Employee’s 4,545 partially vested RSUs awarded in 2009 and the 5,093
 currently unvested RSUs awarded in 2010 shall continue to vest in the usual
 way during Garden Leave. Any of the Employee’s unvested RSUs awarded in 2009
 or 2010 which do not vest during Garden Leave shall vest on the Termination
 Date. 

 
	
  

 	
  

 	
  

 
	
 2.8

 	
 The
 payments and benefits in this clause 2 shall be subject to the income tax and
 national insurance contributions that the Company is obliged by law to pay or
 deduct. 

 
	
  

 	
  

 	
  

 
	
 2.9

 	
 The
 Employee shall submit on or before 28 February 2011 his expenses claims in
 the usual way and the Company shall reimburse the Employee for any expenses
 properly incurred in the usual way. 

 
	
  

 	
  

 	
  

 
	
 2.10

 	
 The
 Employee shall provide, within 14 days of the Termination Date, a Compromise
 Agreement in the form set out at Schedule 4 (“Additional Compromise”) signed by the Employee together with
 a copy of the letter from the Adviser set out in Schedule 2 to the Additional
 Compromise. 

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Compensation, PILON and Termination Payment 

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 The
 Company shall pay to the Employee: 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1.1

 	
 an
 ex-gratia payment of £283,613 in 12 equal monthly instalments commencing within
 30 days of the Termination Date or receipt by the Company of a copy of this
 agreement signed by the Employee, a letter from the Adviser as set out in
 Schedule 2 and a copy of the Additional Compromise signed by the Employee and
 a letter from the Adviser as set out in Schedule 2 to the Additional
 Compromise, whichever is later (the Compensation
 Payment); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1.2

 	
 in
 the event that the Termination Date is earlier than 31 December 2011 in
 accordance with clause 2.1.2: 

 


107









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.1.2.1

 	
 a
 payment equal to the balance of the Employee’s salary that would have been
 paid through to 31 December 2011 in accordance with clause 2 had the
 Termination Date not been brought forward (the PILON Payment); and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.1.2.2

 	
 a
 further ex-gratia payment equal to the balance of the Employee’s car
 allowance, Company’s pensions contributions, fuel allowance and private
 medical insurance contributions that would have been paid through to 31
 December 2011 in accordance with clause 2 had the Termination Date not been
 brought forward (the Termination Payment),
 and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the PILON Payment and
 Termination Payment to be paid together in equal monthly instalments through
 to 31 December 2011 and commencing within 30 days of the Termination Date or
 receipt by the Company of a copy of this agreement signed by the Employee, a
 letter from the Adviser as set out in Schedule 2 and a copy of the Additional
 Compromise signed by the Employee and a letter from the Adviser as set out in
 Schedule 2 to the Additional Compromise, whichever is later; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1.3

 	
 additional
 ex gratia payments (Ex Gratia Payments)
 as follows: 

 
	
  

 	
  

 	
 3.1.3.1

 	
 £175,203
 payable on or before 31 January 2011; and

 
	
  

 	
  

 	
 3.1.3.2

 	
 £175,203
 payable on or before 31 January 2012.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.2

 	
 The
 Company and the Employee believe that: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2.1

 	
 the
 first £30,000 of the Compensation Payment and, if applicable, the Termination
 Payment in aggregate will be tax free and the Company shall therefore pay
 that amount to the Employee without deductions. The remainder shall be
 subject to deductions for basic rate income tax; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2.2

 	
 the
 Ex Gratia payments shall be subject to income tax deductions (at basic rate
 only if the relevant payment is made after the Termination Date); and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.2.3

 	
 if
 applicable, the PILON Payment will be subject to tax and National Insurance
 in the normal way and the Company shall therefore pay that amount to the
 Employee after those deductions. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 In
 either case, the Employee shall be responsible for any further tax and
 employee’s National Insurance contributions due in respect of the
 Compensation Payment, PILON Payment and Termination Payment which shall all
 be paid to the Employee after receipt by him of his P45.

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Pension 

 
	
  

 	
  

 	
  

 	
  

 
	
 4.1

 	
 The Company confirms that,
 in its opinion, the Employee is leaving Service on the grounds of redundancy
 and confirms that, in its opinion, he should be entitled to benefits
 calculated in accordance with Rule 65.3 of the Trust Deed & Rules of the
 Pitney Bowes Pension Fund (Pension Fund) (set out at Schedule 6). The Company
 will use its reasonable endeavours to procure that the trustees of the
 Pension Fund will allow the Employee to draw (at the Employee’s option
 exercised at any time within 3 months following the Termination Date or such
 longer period as may be agreed) the pension calculated in accordance with
 Rule 65.3, such pension to be payable with effect from the Employee’s date of
 ceasing Pensionable Service as defined under the Rules of the Pension Fund.
 The Company confirms that the Employee is retiring from Service with the
 consent of the Company and, if and to the extent that early retirement
 factors apply to the calculation, the Company consents to the use of the more
 generous early retirement factors that are in force at the date of calculation.
 

 


108







	
  

 	
  

 	
  

 
	
 4.2

 	
 The Company
 shall notify the trustees of the Pension Fund of the terms of clause 4.1
 above when the Employee’s employment has terminated and request written
 confirmation of the Employee’s accrued entitlement under the Pension Fund and
 the options available to him, both taking account of the above terms. 

 
	
  

 	
  

 
	
 5.

 	
 Outplacement
 

 
	
  

 	
  

 
	
  

 	
 The Company agrees to meet
 the cost of outplacement consultancy services up to a maximum of £16,000 plus
 VAT from a provider to be agreed with the Company. Payment will be made
 directly to the outplacement company within 30 days of receipt by the Company
 of an appropriate invoice sent under private and confidential cover to David
 Denney VP HR International at Pitney Bowes Ltd in Harlow. 

 
	
  

 	
  

 
	
 6.

 	
 Legal and
 Financial Counselling Fees 

 
	
  

 	
  

 
	
 6.1

 	
 Subject
 to clause 6.3, the Company shall pay the reasonable legal fees incurred by
 the Employee in obtaining advice on the termination of his employment and the
 terms of this agreement, such fees to be payable to the Adviser on production
 of an invoice. 

 
	
  

 	
  

 
	
 6.2

 	
 Subject
 to clause 6.3, the Company shall pay for financial counselling for the
 Employee, such payment fees to be payable to an appropriate financial adviser
 on production of an invoice sent under private and confidential cover to David
 Denney VP HR International at Pitney Bowes Ltd in Harlow. 

 
	
  

 	
  

 
	
 6.3

 	
 The
 aggregate of legal and financial counselling fees payable by the Company
 under this clause 6 shall not exceed £12,000 which shall be invoiced in 2011
 and/or 2012. 

 
	
  

 	
  

 
	
 7.

 	
 Waiver of Claims 

 
	
  

 	
  

 
	
 7.1

 	
 The
 Employee agrees that the terms of this agreement are offered by the Company
 without any admission of liability on the part of the Company and are in full
 and final settlement of all and any claims or rights of action that the
 Employee has or may have against any Group Company or their officers or
 employees whether arising out of his employment with the Company or its
 termination including events occurring after this agreement has been entered
 into, whether under common law, contract, statute or otherwise, whether such
 claims are, or could be, known to the parties or in their contemplation at
 the date of this agreement in any jurisdiction and including, but not limited
 to, the claims specified in Schedule 1 (each of which is hereby intimated and
 waived). 

 
	
  

 	
  

 
	
 7.2

 	
 The
 waiver in clause 7.1 shall not apply to the following: 

 
	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 7.2.1

 	
 any
 claims by the Employee to enforce this agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.2.2

 	
 any
 personal injury claims which have not arisen at the date of this agreement
 and any personal injury claims of which the Employee is not aware at the date
 of this agreement; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.2.3

 	
 any
 claims in relation to accrued entitlements under the Pension Scheme. 

 
	
  

 	
  

 
	
 7.3

 	
 The
 Employee warrants that: 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.3.1

 	
 before
 entering into this agreement he received independent advice from the Adviser
 as to the terms and effect of this agreement and, in particular, on its
 effect on his ability to pursue any complaint before an employment tribunal
 or other court; 

 


109









	
  

 	
  

 	
  

 
	
  

 	
 7.3.2

 	
 the
 Adviser has confirmed to the Employee that they are a solicitor of the Senior
 Courts of England and Wales holding a current practising certificate and that
 there is in force a policy of insurance covering the risk of a claim by the
 Employee in respect of any loss arising in consequence of their advice; 

 
	
  


	
  

 	
 7.3.3

 	
 the
 Adviser shall sign and deliver to the Company a letter in the form attached
 as Schedule 2 to this agreement; 

 
	
  


	
  

 	
 7.3.4

 	
 before
 receiving the advice he disclosed to the Adviser all facts or circumstances
 that may give rise to a claim against any Group Company or their officers or
 employees and that he is not aware of any other facts or circumstances that
 may give rise to any claim against any Group Company or their officers or
 employees other than those claims specified in clause 7.1; and 

 
	
  


	
  

 	
 7.3.5

 	
 the
 only claims that he has or may have against any Group Company or their
 officers or employees (whether at the time of entering into this agreement or
 in the future) relating to his employment with the Company or its termination
 are specified in clause 7.1. 

 
	
  

 	
  

 
	
  

 	
 The
 Employee acknowledges that the Company acted in reliance on these warranties
 when entering into this agreement.

 
	
  

 	
  

 
	
 7.4

 	
 The
 Employee acknowledges that the conditions relating to compromise agreements
 under section 147 of the Equality Act 2010, section 77(4A) of the Sex
 Discrimination Act 1975 (in relation to claims under that Act and the Equal
 Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of
 Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of
 Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003,
 paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief)
 Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality
 (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour
 Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights
 Act 1996, regulation 35(3) of the Working Time Regulations 1998, section
 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the
 Transnational Information and Consultation etc. Regulations 1999, regulation
 9 of the Part-Time Workers (Prevention of Less Favourable Treatment)
 Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less
 Favourable Treatment) Regulations 2002, regulation 40(4) of the Information
 and Consultation of Employees Regulations 2004 and paragraph 12 of the
 Schedule to the Occupational and Personal Pension Schemes (Consultation by
 Employers and Miscellaneous Amendment) Regulations 2006 and have been
 satisfied. 

 
	
  

 	
  

 
	
 7.5

 	
 The
 waiver in clause 7.1 shall have effect irrespective of whether or not, at the
 date of this agreement, the Employee is or could be aware of such claims or
 have such claims in his express contemplation (including such claims of which
 the Employee becomes aware after the date of this agreement in whole or in
 part as a result of new legislation or the development of common law or
 equity). 

 
	
  

 	
  

 
	
 7.6

 	
 The
 Employee agrees that, except for the payments and benefits provided for in
 this agreement, and subject to the waiver in clause 7.1, he shall not be
 eligible for any further payment from any Group Company relating to his
 employment or its termination and without limitation to the generality of the
 foregoing, he expressly waives any right or claim that he has or may have to
 payment of bonuses, any benefit or award programme or grant of equity
 interest, or to any other benefit, payment or award he may have received had
 his employment not terminated. 

 
	
  

 	
  

 
	
 7.7

 	
 The
 Company warrants (insofar as permitted by law or applicable regulations) that
 Messrs Martin (CEO), Monaghan (CFO), Torsonne (Chief HR Officer) and
 Goldstein (Chief Legal Counsel) have

 


110









	
  

 	
  

 
	
  

 	
 confirmed
 (having undertaken no specific due diligence or enquiries) that as at the
 date of this Agreement they are not aware of any claims that the Company or
 any Group Company may have against the Employee arising out of his
 employment, his directorships or otherwise

 
	
  

 	
  

 
	
 8.

 	
 Employee Indemnity and Director’s Liability Insurance 

 
	
  

 	
  

 
	
 8.1

 	
 The
 Employee shall indemnify the Company on a continuing basis in respect of any
 income tax or national insurance contributions (save for employers’ national
 insurance contributions) due in respect of the payments and benefits in
 clauses 3.1, 4, 5 and 6 (and any related interest, penalties, costs and
 expenses) over and above that deducted by the Company in accordance with
 clause 3.2 (Excess Tax). Before
 making any payment to HM Revenue and Customs or other competent body, the Company
 shall give the Employee reasonable notice of any demand which may lead to
 liabilities on the Employee under this indemnity and shall provide him with
 reasonable access to any documentation he may reasonably require to dispute
 such a claim (provided that nothing in this clause shall prevent the Company
 from complying with its legal obligations with regard to HM Revenue and
 Customs or other competent body, and provided that the Employee shall not be
 liable under this indemnity for any interest, penalties costs and expenses
 caused by the Company’s default in respect of payments of income tax or
 national insurance contributions deducted by the Company in accordance with
 clause 3.2). 

 
	
  

 	
  

 
	
 8.2

 	
 If
 the Employee breaches any material provision of this agreement or pursues a
 claim against any Group Company arising out of his employment or its
 termination other than those excluded under clause 7.2 and save in connection
 with the enforcement of this Agreement, he agrees to indemnify the Company
 for any losses suffered as a result thereof, including all reasonable legal
 and professional fees incurred. 

 
	
  

 	
  

 
	
 8.3

 	
 The
 Employee shall remain covered (in the same way as all similarly situated
 offices of the Group) under the Company’s or any Group Company’s Directors
 and Officers Liability Insurance in place from time to time in respect of
 past, present and future officers of the Company or any Group Company subject
 to the terms of the insurance scheme and the rules of the relevant policy. 

 
	
  

 	
  

 
	
 9.

 	
 Return of Company Property 

 
	
  

 	
  

 
	
 9.1

 	
 Subject
 to clause 9.4, the Employee shall, before the 31 December 2010 return:

 






	
  

 	
  

 
	
 9.1.1

 	
 all
 Confidential Information and Copies; 

 
	
  

 	
  

 
	
 9.1.2

 	
 all
 property belonging to the Company in satisfactory condition including (but
 not limited to) any car (together with the keys and all documentation
 relating to the car), fuel card, company credit card, keys, security pass,
 identity badge, mobile telephone, pager, lap-top computer or fax machine; and
 

 
	
  

 	
  

 
	
 9.1.3

 	
 all
 documents and copies (whether written, printed, electronic, recorded or
 otherwise and wherever located) made, compiled or acquired by him during his
 employment with the Company or relating to the business or affairs of any
 Group Company their business contacts, 

 
	
  

 	
  

 


	
  

 	
  

 
	
  

 	
 in
 the Employee’s possession or under his control to David Denney.

 
	
  

 	
  

 
	
 9.2

 	
 The
 Employee shall, before 31 December 2010, delete irretrievably any information
 relating to the business of any Group Company that he has stored on any
 magnetic or optical disk or memory and all

 


111









	
  

 	
  

 	
  

 
	
  

 	
 matter
 derived from such sources which is in his possession or under his control
 outside the premises of the Company.

 
	
  

 	
  

 
	
 9.3

 	
 The
 Employee shall, if requested to do so by the Company, provide a signed
 statement that he has complied fully with his obligations under clause 9.1
 and clause 9.2 and shall provide it with such reasonable evidence of
 compliance as may be requested. 

 
	
  

 	
  

 
	
 9.4

 	
 The
 Company and the Employee agree that: 

 
	
  

 	
  

 	
  

 
	
  

 	
 9.4.1

 	
 subject
 to the Employee making his company mobile/blackberry, laptop and any
 removable storage media available to David Denny to enable all data to be
 removed, ownership of the Employee’s Company laptop, printer and mobile
 phone/blackberry shall transfer from the Company to the Employee on 31
 December 2010 and that the true market value of those goods for this purpose
 at the date of this agreement is £100; 

 
	
  

 	
  

 	
  

 
	
  

 	
 9.4.2

 	
 the
 Company shall request within 14 days of 31 December 2010 a PAC code in
 respect of the Employee’s two company mobile telephone numbers in order that
 the Employee may retain those numbers for his personal use; and 

 
	
  

 	
  

 
	
 10.

 	
 Employee
 Warranties and Acknowledgments 

 
	
  

 	
  

 
	
 10.1

 	
 As
 at the date of this agreement, the Employee warrants and represents to the
 Company that there are no circumstances of which the Employee is aware or of
 which the Employee ought reasonably to be aware which would amount to a
 repudiatory breach by the Employee of any express or implied term of the
 Employee’s contract of employment which would entitle (or would have
 entitled) the Company to terminate the Employee’s employment without notice
 or payment in lieu of notice and any payment to the Employee pursuant to
 clause 3.1.1 is conditional on this being so. 

 
	
  

 	
  

 
	
 10.2

 	
 As
 at the date of this agreement, the Employee warrants that he has not received
 or accepted any offer which will provide him with any form of income or
 benefits at any time after the Termination Date. 

 
	
  

 	
  

 
	
 10.3

 	
 The
 Employee agrees to make himself available to, and to cooperate with, the
 Company or its advisers in any internal investigation or administrative,
 regulatory, judicial or quasi-judicial proceedings. The Employee acknowledges
 that this could involve, but is not limited to, responding to or defending
 any regulatory or legal process, providing information in relation to any
 such process, preparing witness statements and giving evidence in person on
 behalf of the Company. The Company shall reimburse any reasonable expenses
 incurred by the Employee as a consequence of complying with his obligations
 under this clause, provided that such expenses are approved in advance by the
 Company. For the avoidance of doubt, this clause shall not require the
 Employee to devote an amount of time that would interfere with his
 performance of any paid employment or engagement undertaken after 31 December
 2011. 

 
	
  

 	
  

 
	
 10.4

 	
 The
 Employee acknowledges that he is not entitled to any compensation for the
 loss of any rights or benefits under any share option, bonus, long-term
 incentive plan or other profit sharing scheme operated by any Group Company
 in which he may participate other than the payments in clause 2. 

 
	
  

 	
  

 
	
 11.

 	
 Resignation From Offices 

 
	
  

 	
  

 
	
 11.1

 	
 The
 Employee shall, together with a signed copy of this Agreement, provide the
 Company with a letter of resignation from any office, trusteeship or position
 he holds in or on behalf of the Company or any Group Company in the form
 attached at Schedule 3. 

 
				


112









	
  

 	
  

 	
  

 
	
 12.

 	
 Garden
 Leave 

 
	
  

 	
  

 
	
 12.1

 	
 During
 the period from 1 January 2011 to the Termination Date (Garden Leave), the Employee shall not
 perform any services for any Group Company. 

 
	
  

 	
  

 
	
 12.2

 	
 During
 Garden Leave the Company shall be under no obligation to provide any work to,
 or vest any powers in, the Employee, who shall have no right to perform any
 services for the Company or any Group Company save in relation to assisting
 with ad hoc queries. 

 
	
  

 	
  

 
	
 12.3

 	
 During
 the period of Garden Leave the Employee shall: 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3.1

 	
 continue
 to receive his salary and the contractual benefits as set out in clause 2 of
 this agreement in the usual way (subject to the rules of the relevant benefit
 schemes in force from time to time). The Company will declare these benefits
 to HM Revenue and Customs at the appropriate time and the Employee will be
 liable for any further tax or national insurance contributions due in
 relation to them; 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3.2

 	
 remain
 an employee of the Company and bound by the terms of his employment contract,
 save as modified by this clause 12; 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3.3

 	
 not,
 without the prior written consent of David Denney, attend his place of work
 or any other premises of any Group Company or access the information
 technology systems of any Group Company save as necessary for the Employee to
 comply with his obligations under clause 10; 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3.4

 	
 not,
 without the prior written consent of David Denney, have business contact or
 business dealings with (or attempt to have business contact or business
 dealings with) any officer, employee, consultant, client, customer, supplier,
 agent, distributor, shareholder, adviser or other business contact of any
 Group Company; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3.5

 	
 be
 deemed to take any accrued but unused holiday entitlement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 12.3.6

 	
 (except
 during any periods taken as holiday in accordance with the Company’s usual
 procedures) be ready and available on reasonable notice to perform such
 duties (consistent with his status and experience) as the Company may
 reasonably require under clause 12.3, ensuring that David Denney knows where
 and how he can be contacted during each working day and complying with any
 written requests to contact a specified employee of the Company at specified
 intervals 

 
	
  

 	
  

 
	
 13.

 	
 Confidentiality and Announcements 

 
	
  

 	
  

 
	
 13.1

 	
 The
 Employee acknowledges that, as a result of his employment, he has had access
 to Confidential Information. Without prejudice to his common law duties, the
 Employee shall not (except as authorised or required by law or as authorised
 by the Company) at any time after the Termination Date: 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.1.1

 	
 use
 any Confidential Information; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 13.1.2

 	
 make
 or use any Copies; or

 
				


113









	
  

 	
  

 	
  

 
	
  

 	
 13.1.3

 	
 disclose
 any Confidential Information to any person, company or other organisation
 whatsoever. 

 
	
  

 	
  

 
	
 13.2

 	
 The restrictions in clause
 13.1 do not apply to any Confidential Information which is in or comes into
 the public domain other than through the Employee’s unauthorised disclosure.

 
	
  

 	
  

 
	
 13.3

 	
 The Employee and the
 Company confirm that they have kept and agree to keep the existence and terms
 of this agreement and the circumstances concerning the termination of the
 Employee’s employment confidential, save where such disclosure is to HM
 Revenue & Customs, required by law or (where necessary or appropriate) to
 the Employee’s spouse, civil partner or partner, immediate family or legal or
 professional advisers, provided that they agree to keep the information
 confidential. 

 
	
  

 	
  

 
	
 13.4

 	
 The Company may also
 disclose the existence and terms of this Agreement to those of its officers,
 employees or legal or professional advisers who need to be aware of its terms
 in the performance of their duties, provided that they agree to keep the
 information confidential. 

 
	
  

 	
  

 
	
 13.5

 	
 The Employee shall not make
 any adverse or derogatory comment about the Company, its directors or
 employees and the Company shall instruct its executive officers not to make
 or authorise any adverse or derogatory comment about the Employee. The
 Employee shall not do anything which shall, or may, bring the Company, its
 directors or employees into disrepute and the Company shall instruct its
 executive officers not to do anything which shall, or may, bring the Employee
 into disrepute. 

 
	
  

 	
  

 
	
 13.6

 	
 Nothing in this clause 13
 shall prevent the Employee from making a protected disclosure under section
 43B of the Employment Rights Act 1996 and nothing in this clause 13 shall
 prevent the Company from making such disclosure as it is required by law to
 make. 

 
	
  

 	
  

 
	
 13.7

 	
 The Company shall pay £100
 to the Employee as consideration for his entering into the restrictions in
 this Clause 13, such sum to be paid within 14 days of the Termination Date or
 receipt by the Company of a copy of this agreement signed by the Employee and
 receipt by the Company of a letter from the adviser as set out in Schedule 2,
 whichever is later. The Company shall deduct income tax and national
 insurance contributions from this sum. 

 
	
  

 	
  

 
	
 13.8

 	
 Notwithstanding clause 14
 the Employee acknowledges that the post-termination restrictions in clauses
 16 and 20 of the Contract will continue to apply after the Termination Date
 save that the period of each will be reduced by the period that he spends on
 Garden Leave. 

 
	
  

 	
  

 
	
 14.

 	
 Entire Agreement
 and Previous Contracts 

 
	
  

 	
  

 
	
 14.1

 	
 Each party on behalf of
 itself and, in the case of the Company, as agent for any Group Companies
 acknowledges and agrees with the other party (the Company acting on behalf of
 itself and as agent for each Group Company) that: 

 
	
  

 	
  

 	
  

 
	
  

 	
 14.1.1

 	
 this agreement and any
 document attached hereto constitutes the entire agreement and understanding
 between the Employee and any Group Company and supersedes any previous
 arrangement, understanding or agreement (whether in writing or not) between
 them relating to his employment by the Company (which shall be deemed to have
 been terminated by mutual consent); 

 
	
  

 	
  

 	
  

 
	
  

 	
 14.1.2

 	
 in entering
 into this agreement neither party has relied on any statement,
 representation, assurance or warranty of any person (whether party to this
 agreement or not and whether in writing or not) other than as expressly set
 out in this agreement; and 

 
				


114







	
  

 	
  

 	
  

 
	
  

 	
 14.1.3

 	
 the only
 rights or remedies available to the parties arising out of any statement,
 representation, assurance or warranty shall be for breach of contract under
 the terms of this agreement. 

 
	
  

 	
  

 	
  

 
	
 14.2

 	
 Nothing in
 this agreement shall, however, operate to limit or exclude any liability for
 fraud.

 
	
  

 	
  

 	
  

 
	
 15.

 	
 Variation

 
	
  

 	
  

 	
  

 
	
  

 	
 No variation
 of this agreement shall be valid unless it is in writing and signed by or on
 behalf of each of the parties.

 
	
  

 	
  

 	
  

 
	
 16.

 	
 Third Party Rights

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Contracts (Rights of Third Parties) Act 1999 shall only apply to this
 agreement in relation to any Group Company and no person other than the
 Employee and any Group Company shall have any rights under it. The terms of
 this agreement may be varied, amended or modified or this agreement may be
 suspended, cancelled or terminated by agreement in writing between the
 parties or this agreement may be rescinded (in each case), without the
 consent of any third party.

 
	
  

 	
  

 	
  

 
	
 17.

 	
 Governing Law and Jurisdiction

 
	
  

 	
  

 	
  

 
	
 17.1

 	
 This
 agreement shall be governed by and construed in accordance with the law of
 England and Wales.

 
	
  

 	
  

 	
  

 
	
 17.2

 	
 Each party
 irrevocably agrees to submit to the exclusive jurisdiction of the courts of
 England and Wales over any claim or matter arising under or in connection
 with this agreement.

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Subject to Contract and Without Prejudice

 
	
  

 	
  

 	
  

 
	
  

 	
 This
 agreement shall be deemed to be without prejudice and subject to contract
 until such time as it is signed and dated by both parties, when it shall be
 treated as an open document evidencing a binding agreement.

 
	
  

 	
  

 	
  

 
	
 19.

 	
 Counterparts

 
	
  

 	
  

 	
  

 
	
  

 	
 This
 agreement may be executed in any number of counterparts, each of which, when
 executed, shall be an original, and all the counterparts together shall
 constitute one and the same instrument.

 



This agreement
has been entered into on the date stated at the beginning of it. 


	
  

 	
  

 	
  

 
	
 Signed by DAVID DENNEY for

 	
  

 	
  

 
	
 and on
 behalf of Pitney Bowes Limited

 	
  

 	
  

 
	
  

 	
 /s/ David
 Denny

 	
  

 
	
  

 	 
 	
  

 
	
  

 	
 Director

 	
  

 
	
  

 	
  

 	
  

 
	
 Signed by Patrick Keddy

 	
  

 	
  

 
	
  

 	
 /s/ Patrick
 Keddy

 	
  

 
	
  

 	 
 	
  

 


115





SCHEDULE 1 


Claims


          Claims:



	
  

 	
  

 
	
 1.1

 	
 for breach
 of contract or wrongful dismissal (including but not limited to any claim in
 respect of bonus under the Pitney Bowes Incentive Programme); 

 
	
  

 	
  

 
	
 1.2

 	
 for unfair
 dismissal and related claims, under sections 93 and 111 of the Employment
 Rights Act 1996 or a leading up to the Termination Date; 

 
	
  

 	
  

 
	
 1.3

 	
 for a
 statutory redundancy payment, under section 163 of the Employment Rights Act
 1996; 

 
	
  

 	
  

 
	
 1.4

 	
 in relation
 to an unauthorised deduction from wages or unauthorised payment, under
 section 23 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.5

 	
 for an
 unlawful detriment under section 48 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.6

 	
 in relation
 to employment particulars and itemised pay statements, under section 11 of
 the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.7

 	
 in relation
 to guarantee payments, under section 34 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.8

 	
 in relation
 to suspension from work, under section 70 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.9

 	
 in relation
 to parental rights and flexible working, under sections 80 and 80H of the
 Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.10

 	
 in relation
 to time off work, under sections 51, 54, 57, 57B, 60, 63 and 63C of the
 Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.11

 	
 in relation
 to working time or holiday pay, under regulation 30 of the Working Time
 Regulations 1998; 

 
	
  

 	
  

 
	
 1.12

 	
 in relation
 to the national minimum wage, under sections 11, 18, 19D and 24 of the
 National Minimum Wage Act 1998; 

 
	
  

 	
  

 
	
 1.13

 	
 for equality
 of terms, under sections 120 and 127 of the Equality Act 2010 and section 2
 of the Equal Pay Act 1970; 

 
	
  

 	
  

 
	
 1.14

 	
 for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 sex, marital or civil partnership status, gender reassignment, pregnancy or
 maternity, under section 120 of the Equality Act 2010 and section 63 of the
 Sex Discrimination Act 1975; 

 
	
  

 	
  

 
	
 1.15

 	
 for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 colour, race, nationality or ethnic or national origin, under section 120 of
 the Equality Act 2010 and section 54 of the Race Relations Act 1976; 

 
	
  

 	
  

 
	
 1.16

 	
 for
 discrimination, harassment or victimisation related to disability, under
 section 120 of the Equality Act 2010 and section 17A of the Disability
 Discrimination Act 1995; 

 
	
  

 	
  

 
	
 1.17

 	
 for breach
 of obligations under the Protection of Harassment Act 1997; 

 


116









	
  

 	
  

 
	
 1.18

 	
  for less
 favourable treatment on the grounds of part-time status, under regulation 8
 of the Part-Time Workers (Prevention of Less Favourable Treatment)
 Regulations 2000; 

 
	
  

 	
  

 
	
 1.19

 	
 for less
 favourable treatment on the grounds of fixed-term status, under regulation 7
 of the Fixed-Term Employees (Prevention of Less Favourable Treatment)
 Regulations 2002; 

 
	
  

 	
  

 
	
 1.20

 	
 for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 religion or belief, under section 120 of the Equality Act 2010 and regulation
 28 of the Employment Equality (Religion or Belief) Regulations 2003; 

 
	
  

 	
  

 
	
 1.21

 	
 for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 sexual orientation, under section 120 of the Equality Act 2010 and regulation
 28 of the Employment Equality (Sexual Orientation) Regulations 2003; 

 
	
  

 	
  

 
	
 1.22

 	
 for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 age, under section 120 of the Equality Act 2010 and regulation 36 of the
 Employment Equality (Age) Regulations 2006; 

 
	
  

 	
  

 
	
 1.23

 	
 in relation
 to the duty to consider working beyond retirement, under paragraphs 11 and 12
 of Schedule 6 to the Employment Equality (Age) Regulations 2006; 

 
	
  

 	
  

 
	
 1.24

 	
 under
 regulations 27 and 32 of the Transnational Information and Consultation etc.
 Regulations 1999; 

 
	
  

 	
  

 
	
 1.25

 	
 under
 regulations 29 and 33 of the Information and Consultation of Employees
 Regulations 2004; 

 
	
  

 	
  

 
	
 1.26

 	
 under
 regulations 45 and 51 of the Companies (Cross-Border Mergers) Regulations
 2007; 

 
	
  

 	
  

 
	
 1.27

 	
 under
 paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension
 Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations
 2006; 

 
	
  

 	
  

 
	
 1.28

 	
 under
 sections 68A, 87, 137, 145A, 145B, 146, 168, 168A, 169, 170, 174 and 192 of
 the Trade Union and Labour Relations (Consolidation) Act 1992; 

 
	
  

 	
  

 
	
 1.29

 	
 in relation
 to the obligations to elect appropriate representatives or any entitlement to
 compensation, under the Transfer of Undertakings (Protection of Employment)
 Regulations 2006; 

 
	
  

 	
  

 
	
 1.30

 	
 for failure
 to comply with obligations under the Human Rights Act 1998; 

 
	
  

 	
  

 
	
 1.31

 	
 for failure
 to comply with obligations under the Data Protection Act 1998; 

 
	
  

 	
  

 
	
 1.32

 	
 in relation
 to existing personal injury claims, whether or not the Employee is aware of
 such claims; 

 
	
  

 	
  

 
	
 1.33

 	
 in relation
 to the right to be accompanied under section 11 of the Employment Relations
 Act 1999; 

 
	
  

 	
  

 
	
 1.34

 	
 in relation
 to refusal of employment, refusal of employment agency services and detriment
 under regulations 5, 6 and 9 of the Employment Relations Act 1999
 (Blacklists) Regulations 2010; 

 
	
  

 	
  

 
	
 1.35

 	
 in relation
 to the right to request time off for study or training under section 631 of
 the Employment Rights Act 1996; and 

 
	
  

 	
  

 
	
 1.36

 	
 arising as a
 consequence of the United Kingdom’s membership of the European Union. 

 


117





SCHEDULE 2

Adviser’s Certificate


[ON HEADED
NOTEPAPER OF ADVISER] 


For the
attention of [DETAILS] 


[DATE] 


Dear Sirs, 


 I am writing
in connection with the agreement between my client, Patrick Keddy, and Pitney
Bowes Limited (Company) of today’s date (Agreement) to confirm that: 


 1. I, [NAME]
of [FIRM], whose address is [ADDRESS], am a Solicitor of the Senior Courts of
England and Wales who holds a current practising certificate. 


 2. I have
given Patrick Keddy legal advice on the terms and effect of the Agreement and,
in particular, its effect on his ability to pursue the claims specified in
Schedule 1 of the Agreement. 


 3. I gave the
advice to Patrick Keddy as a relevant independent adviser within the meaning of
the above acts and regulations referred to at clause 7.4. 


 4. There is
now in force (and was in force at the time I gave the advice referred to above)
a policy of insurance or an indemnity provided for members of a profession or
professional body covering the risk of claim by Patrick Keddy in respect of
loss arising in consequence of the advice I have given him. 


Yours
faithfully, 


[NAME] 

Employee’s Adviser 


118





SCHEDULE 3 

Resignation Letter


 [On headed
notepaper of director] 


To the
Directors: 


Pitney Bowes
SA (Pty) Ltd, PB Australia Funding Pty Limited, Pitney Bowes Australia FAS Pty
Limited, Pitney Bowes Australia Pty Limited, Pitney Bowes Credit Australia
Limited, Pitney Bowes Austria Ges.m.b.H, Pitney Bowes Belgium NV, Pitney Bowes
Mail and Messaging Systems (Shanghai) Co., Ltd, Pitney Bowes Danmark A/S,
Pitney Bowes Holdings Denmark ApS, Pitney Bowes Oy, Pitney Bowes Asterion
Direct SAS, Pitney Bowes Asterion SAS, Pitney Bowes SAS, Pitney Bowes Software
SAS, Pitney Bowes Deutschland GmbH, Pitney Bowes Management Services
Deutschland GmbH, Pitney Bowes Hong Kong Limited, Pitney Bowes Italia S.r.l,
Pitney Bowes Management Services Italia, S.r.l., Pitney Bowes Japan K.K.,
Pitney Bowes Luxembourg SARL, Pitney Bowes (Malaysia) Sdn Bhd, Pitney Bowes
Holdings B.V., Pitney Bowes Management Services Netherlands B.V., Pitney
Bowes Netherlands B.V., Pitney Bowes New Zealand Limited, Pitney Bowes Norge
AS, Pitney Bowes Polska Sp. z.o.o., Pitney Bowes Portugal Sociedade Unipessoal,
Lda, PBDorm Ireland Limited, Pitney Bowes Ireland Limited, Pitney Bowes (Asia
Pacific) Pte Ltd, Pitney Bowes (Dormant) Pte Ltd, Pitney Bowes (Singapore) Pte
Ltd, Pitney Bowes Espana, S.A., Pitney Bowes Management Services Sweden AB,
Pitney Bowes Svenska Aktiebolag, Horizon Management AB, Horizon Scandinavia
Aktiebolag, Pitney Bowes (Switzerland) AG, Addressing Systems International
Holdings Limited, Alternative Mail & Parcels Investments Limited,
Archiver Limited, International Imaging Limited, P. Technical Services Limited
, Pitney Bowes Document Messaging Technologies Limited, Pitney Bowes Europe
Limited, Pitney Bowes Finance plc, Pitney Bowes Global Limited, Pitney Bowes
Holdings Limited, Pitney Bowes International Mail Services Limited, Pitney
Bowes Limited, Secap Technologies Limited, Universal Postal Frankers Ltd
(together “the Companies”) 


Dear Sirs 


I hereby
resign from my office as a director and, in the case of Pitney Bowes Asterion
Direct SAS and Pitney Bowes Asterion SAS my role as Chairman/President, of the
Companies, as well as any subsidiary and subsidiary undertaking of any of the
Companies of which I am a director or officer or employee (where subsidiary and
subsidiary undertaking for these purposes shall have the meanings as set out in
Sections 1159 and 1162 of the Companies Act 2006 in relation to any
subsidiaries or subsidiary undertakings in England, and which references shall,
in respect of any jurisdiction other than England, be deemed to include a
reference to what most nearly approximates to the English legal term in that
jurisdiction (each a Subsidiary)) with effect immediately upon the acceptance
of such resignation by the various companies and entities noted above but in no
event later than December 31, 2010, and acknowledge and confirm that, save in
relation to the enforcement of an agreement between me and the Company dated [date], I have no
claim or right of action of any kind outstanding for compensation or otherwise
against any of the Companies or any subsidiary or any of its, or their officers
or employees in respect of the termination of my office or otherwise. To the
extent that any such claim exists or may exist, I irrevocably waive such claim
and release the Companies and any subsidiary, its or their officers and
employees from any liability in respect thereof. 


I agree to
sign, execute or complete any further documentation required to give effect to
my resignations. 


	
  

 	
  

 	
  

 
	
 Yours
 faithfully

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Signed and
 Delivered as a Deed

 	
  

 	
  

 
	
 by Patrick Keddy

 	
  

 	
  

 
	
  

 	 


 	
  

 
	
  

 	
  

 	
  

 
	
 In the
 presence of:

 	
  

 	
  

 


119






SCHEDULE 4

Additional Compromise Agreement  


	
  

 	
  

 	
  

 	
  

 
	
  

 	
   DATED

 	
 2011  

 	
  

 
	
  

 	 



 	 



 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PITNEY BOWES LIMITED

 	
  

 
	
  

 	
  (1)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 PATRICK KEDDY

 	
  

 
	
  

 	
  (2)

 	
  

 
	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	 



 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Additional Compromise Agreement

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 



 	
  

 








Brierly Place New London Road 

Chelmsford Essex CM2 0AP 

dx 89703 Chelmsford 2 

t: 01245 211211   f: 01245 354764 

www.birketts.co.uk


120





THIS AGREEMENT is
dated [DATE] 


PARTIES 


	
  

 	
  

 
	
 (1)

 	
 Pitney Bowes Limited incorporated and
 registered in England and Wales with company number 182037 whose registered
 office is at Elizabeth Way, The Pinnacles, Harlow, Essex CM19 5BD (Company) 

 
	
  

 	
  

 
	
 (2)

 	
 Patrick Keddy of [ADDRESS] (Employee) 

 
	
  

 	
  

 
	
 BACKGROUND 

 
	
  

 	
  

 
	
 (A)

 	
 The Employee
 has been employed by the Company from 2 May 1989, most recently as President
 of Pitney Bowes International under a service agreement dated 29 January 2003
 (Contract). 

 
	
  

 	
  

 
	
 (B)

 	
 The Employee
 entered into a Compromise Agreement with the Company on [date] (Compromise) following which he has served
 his notice on Garden Leave in accordance with clause 2.2 of the Compromise. 

 
	
  

 	
  

 
	
 (C)

 	
 The
 Employee’s employment with the Company terminated on [date] 2011. 

 
	
  

 	
  

 
	
 (D)

 	
 The parties
 have entered into this agreement to record and implement the terms on which
 they have agreed to settle any claims which the Employee has or may have in
 connection with his employment or its termination or otherwise against any
 Group Company (as defined below) or their officers or employees whether or
 not those claims are, or could be, in the contemplation of the parties at the
 time of signing this agreement, and including, in particular, the statutory
 complaints which the Employee raises in this agreement. 

 
	
  

 	
  

 
	
 (E)

 	
 The parties
 intend this agreement to be an effective waiver of any such claims and to
 satisfy the conditions relating to compromise agreements in the relevant
 legislation. 

 
	
  

 	
  

 
	
 (F)

 	
 The Company
 enters into this agreement for itself and as agent and trustee for all Group
 Companies and it is authorised to do so. It is the parties’ intention that
 each Group Company should be able to enforce any rights it has under this
 agreement, subject to and in accordance with the Contracts (Rights of Third
 Parties) Act 1999. 

 
	
  

 	
  

 
	
 AGREED TERMS 

 
	
  

 	
  

 
	
 1.

 	
 Interpretation 

 
	
  

 	
  

 
	
 1.1

 	
 The
 definitions in this clause apply in this agreement. 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Adviser

 	
 [NAME] of
 [FIRM];

 	
  

 
	
  

 	
 Board

 	
 the board of
 directors of the Company (including any committee of the board duly appointed
 by it);

 	
  

 
	
  

 	
 Group Company

 	
 the Company,
 its Subsidiaries or Holding Companies from time to time and any Subsidiary of
 any Holding Company from time to time;

 	
  

 
	
  

 	
 Subsidiary and Holding

 Company

 	
 in relation
 to a company mean “subsidiary” and “holding company” as defined in section
 1159 of the Companies Act 2006 and a company shall be treated, for the
 purposes only of the membership requirement contained in subsections 1159(b)
 and (c), as a member of another company even if its shares in that other
 company are registered in the name of (a) another person (or its nominee),
 whether by way of security or in connection with the taking of security, or (b) a
 nominee.

 	
  

 


121










	
  

 	
  

 	
  

 
	
 2.

 	
 Waiver of Claims 

 
	
  

 	
  

 	
  

 
	
 2.1

 	
 The Employee agrees that the terms of this agreement and the
 Compensation Payment and Termination Payment under clause 3.1 of the
 Compromise are offered by the Company without any admission of liability on
 the part of the Company and are in full and final settlement of all and any
 claims or rights of action that the Employee has or may have against any
 Group Company or their officers or employees whether arising out of his
 employment with the Company or its termination including events occurring
 after this agreement has been entered into, whether under common law,
 contract, statute or otherwise, whether such claims are, or could be, known
 to the parties or in their contemplation at the date of this agreement in any
 jurisdiction and including, but not limited to, the claims specified in
 Schedule 1 (each of which is hereby intimated and waived). 

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 The waiver in clause 2.1 shall not apply to the following: 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.2.1

 	
 any claims by the Employee to enforce this agreement or the
 Compromise; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.2.2

 	
 any personal injury claims which have not arisen at the date of this
 agreement and any personal injury claims of which the Employee is not aware
 at the date of this agreement; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.2.3

 	
 any claims in relation to accrued entitlements under the Pension
 Scheme. 

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 The Employee warrants that: 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.1

 	
 before entering into this agreement he received independent advice
 from the Adviser as to the terms and effect of this agreement and, in
 particular, on its effect on his ability to pursue any complaint before an
 employment tribunal or other court; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.2

 	
 the Adviser has confirmed to the Employee that they are a solicitor
 of the Senior Courts of England and Wales holding a current practising
 certificate and that there is in force a policy of insurance covering the
 risk of a claim by the Employee in respect of any loss arising in consequence
 of their advice; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.3

 	
 the Adviser shall sign and deliver to the Company a letter in the
 form attached as Schedule 2 to this agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.4

 	
 before receiving the advice he disclosed to the Adviser all facts or
 circumstances that may give rise to a claim against any Group Company or
 their officers or employees and that he is not aware of any other facts or
 circumstances that may give rise to any claim against any Group Company or
 their officers or employees other than those claims specified in clause 2.1;
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.5

 	
 the only claims that he has or may have against any Group Company or
 their officers or employees (whether at the time of entering into this
 agreement or in the future) relating to his employment with the Company or
 its termination are specified in clause 2.1. 

 


122









	
  

 	
  

 	
  

 
	
  

 	
 The Employee
 acknowledges that the Company acted in reliance on these warranties when
 entering into this agreement.

 
	
  

 	
  

 	
  

 
	
 2.4

 	
 The Employee
 acknowledges that the conditions relating to compromise agreements under
 section 147 of the Equality Act 2010, section 77(4A) of the Sex
 Discrimination Act 1975 (in relation to claims under that Act and the Equal
 Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of
 Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of
 Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003,
 paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief)
 Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality
 (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour Relations
 (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996,
 regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the
 National Minimum Wage Act 1998, regulation 41(4) of the Transnational
 Information and Consultation etc. Regulations 1999, regulation 9 of the
 Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000,
 regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable
 Treatment) Regulations 2002, regulation 40(4) of the Information and
 Consultation of Employees Regulations 2004 and paragraph 12 of the Schedule
 to the Occupational and Personal Pension Schemes (Consultation by Employers
 and Miscellaneous Amendment) Regulations 2006 and have been satisfied. 

 
	
  

 	
  

 	
  

 
	
 2.5

 	
The waiver
 in clause 2.1 shall have effect irrespective of whether or not, at the date
 of this agreement, the Employee is or could be aware of such claims or have
 such claims in his express contemplation (including such claims of which the
 Employee becomes aware after the date of this agreement in whole or in part
 as a result of new legislation or the development of common law or equity). 

 
	
  

 	
  

 	
  

 
	
 2.6

 	
The Employee
 agrees that, except for the payments and benefits provided for in this
 agreement, and subject to the waiver in clause 2.1, he shall not be eligible
 for any further payment from any Group Company relating to his employment or
 its termination and without limitation to the generality of the foregoing, he
 expressly waives any right or claim that he has or may have to payment of
 bonuses, any benefit or award programme or grant of equity interest, or to
 any other benefit, payment or award he may have received had his employment
 not terminated. 

 
	
  

 	
  

 	
  

 
	
 2.7

 	
If the
 Employee breaches any material provision of this agreement or pursues a claim
 against any Group Company arising out of his employment or its termination
 other than those excluded under clause 2.2 and save in connection with the
 enforcement of this Agreement and the Compromise, he agrees to indemnify the
 Company for any losses suffered as a result thereof, including all reasonable
 legal and professional fees incurred. 

 
	
  

 	
  

 	
  

 
	
 3.

 	
Entire Agreement and Previous Contracts 

 
	
  

 	
  

 	
  

 
	
 3.1

 	
Each party
 on behalf of itself and, in the case of the Company, as agent for any Group
 Companies acknowledges and agrees with the other party (the Company acting on
 behalf of itself and as agent for each Group Company) that: 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1.1

 	
this
 agreement and the Compromise constitutes the entire agreement and
 understanding between the Employee and any Group Company and supersedes any
 previous arrangement, understanding or agreement (whether in writing or not)
 between them relating to his employment by the Company (which shall be deemed
 to have been terminated by mutual consent); 

 


123









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1.2

 	
in entering
 into this agreement neither party has relied on any statement,
 representation, assurance or warranty of any person (whether party to this
 agreement or not and whether in writing or not) other than as expressly set
 out in this agreement or the Compromise; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1.3

 	
the only
 rights or remedies available to the parties arising out of any statement,
 representation, assurance or warranty shall be for breach of contract under
 the terms of this agreement or the Compromise. 

 
	
  

 	
  

 
	
 3.2

 	
 Nothing in this
 agreement shall, however, operate to limit or exclude any liability for
 fraud. 

 
	
  

 	
  

 
	
 4.

 	
 Variation 

 
	
  

 	
  

 
	
  

 	
 No variation
 of this agreement shall be valid unless it is in writing and signed by or on
 behalf of each of the parties. 

 
	
  

 	
  

 
	
 5.

 	
 Third Party Rights 

 
	
  

 	
  

 
	
  

 	
 The
 Contracts (Rights of Third Parties) Act 1999 shall only apply to this
 agreement in relation to any Group Company and no person other than the
 Employee and any Group Company shall have any rights under it. The terms of
 this agreement may be varied, amended or modified or this agreement may be
 suspended, cancelled or terminated by agreement in writing between the
 parties or this agreement may be rescinded (in each case), without the
 consent of any third party. 

 
	
  

 	
  

 
	
 6.

 	
 Governing Law and Jurisdiction 

 
	
  

 	
  

 
	
 6.1

 	
 This
 agreement shall be governed by and construed in accordance with the law of
 England and Wales. 

 
	
  

 	
  

 
	
 6.2

 	
 Each party
 irrevocably agrees to submit to the exclusive jurisdiction of the courts of
 England and Wales over any claim or matter arising under or in connection
 with this agreement. 

 
	
  

 	
  

 
	
 7.

 	
 Subject to Contract and Without Prejudice 

 
	
  

 	
  

 
	
  

 	
 This
 agreement shall be deemed to be without prejudice and subject to contract
 until such time as it is signed and dated by both parties, when it shall be
 treated as an open document evidencing a binding agreement. 

 
	
  

 	
  

 
	
 8.

 	
 Counterparts 

 
	
  

 	
  

 
	
  

 	
 This
 agreement may be executed in any number of counterparts, each of which, when
 executed, shall be an original, and all the counterparts together shall
 constitute one and the same instrument. 

 
	
  

 	
  

 
	
 This
 agreement has been entered into on the date stated at the beginning of it.

 



Executed as a
deed by Pitney Bowes Limited 

acting by DAVID DENNEY 

a director 



	
  

 	
  

 
	 



 	
  

 
	
 Signature of
 Director 

 	
  

 
	
  

 	
  

 
	
 In the
 presence of: 

 	
  

 
	
  

 	
  

 
	 



 	
  

 


124








	
  

 	
  

 
	
 Signature of
 witness:

 	
  

 
	
  

 	
  

 
	
 Name,
 Address and occupation:

 	
  

 
	
  

 	
  

 
	 



 	
  

 
	
  

 
	 



 	
  

 
	
  

 
	 



 	
  

 
	
  

 
	 



 	
  

 
	
  

 	
  

 
	
 Signed as a
 Deed by Patrick Keddy

 in the presence of:

 	
  

 
	
  

 	
  

 
	 



 	
  

 
	
 Signature of
 witness:

 	
  

 
	
  

 	
  

 
	
 Name,
 Address and occupation:

 	
  

 
	
  

 	
  

 
	 



 	
  

 
	
  

 
	 



 	
  

 
	
  

 
	 



 	
  

 
	
  

 
	 



 	
  

 
	
  

 


125






SCHEDULE 1 

Claims


	
  

 	
  

 
	
  

 	
 Claims:

 
	
  

 	
  

 
	
 1.37

 	
 for breach
 of contract or wrongful dismissal (including but not limited to any claim in
 respect of bonus under the Pitney Bowes Incentive Programme); 

 
	
  

 	
  

 
	
 1.38

 	
for unfair
 dismissal and related claims, under sections 93 and 111 of the Employment
 Rights Act 1996 or a leading up to the Termination Date; 

 
	
  

 	
  

 
	
 1.39

 	
for a
 statutory redundancy payment, under section 163 of the Employment Rights Act
 1996; 

 
	
  

 	
  

 
	
 1.40

 	
in relation
 to an unauthorised deduction from wages or unauthorised payment, under
 section 23 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.41

 	
for an
 unlawful detriment under section 48 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.42

 	
in relation
 to employment particulars and itemised pay statements, under section 11 of
 the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.43

 	
in relation
 to guarantee payments, under section 34 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.44

 	
in relation
 to suspension from work, under section 70 of the Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.45

 	
in relation
 to parental rights and flexible working, under sections 80 and 80H of the
 Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.46

 	
in relation
 to time off work, under sections 51, 54, 57, 57B, 60, 63 and 63C of the
 Employment Rights Act 1996; 

 
	
  

 	
  

 
	
 1.47

 	
in relation
 to working time or holiday pay, under regulation 30 of the Working Time
 Regulations 1998; 

 
	
  

 	
  

 
	
 1.48

 	
in relation
 to the national minimum wage, under sections 11, 18, 19D and 24 of the
 National Minimum Wage Act 1998; 

 
	
  

 	
  

 
	
 1.49

 	
for equality
 of terms, under sections 120 and 127 of the Equality Act 2010 and section 2
 of the Equal Pay Act 1970; 

 
	
  

 	
  

 
	
 1.50

 	
for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 sex, marital or civil partnership status, gender reassignment, pregnancy or
 maternity, under section 120 of the Equality Act 2010 and section 63 of the
 Sex Discrimination Act 1975; 

 
	
  

 	
  

 
	
 1.51

 	
for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 colour, race, nationality or ethnic or national origin, under section 120 of
 the Equality Act 2010 and section 54 of the Race Relations Act 1976; 

 
	
  

 	
  

 
	
 1.52

 	
for
 discrimination, harassment or victimisation related to disability, under
 section 120 of the Equality Act 2010 and section 17A of the Disability
 Discrimination Act 1995; 

 
	
  

 	
  

 
	
 1.53

 	
for breach
 of obligations under the Protection of Harassment Act 1997; 

 


126









	
  

 	
  

 
	
 1.54

 	
for less
 favourable treatment on the grounds of part-time status, under regulation 8
 of the Part-Time Workers (Prevention of Less Favourable Treatment)
 Regulations 2000; 

 
	
  

 	
  

 
	
 1.55

 	
for less
 favourable treatment on the grounds of fixed-term status, under regulation 7
 of the Fixed-Term Employees (Prevention of Less Favourable Treatment)
 Regulations 2002; 

 
	
  

 	
  

 
	
 1.56

 	
for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 religion or belief, under section 120 of the Equality Act 2010 and regulation
 28 of the Employment Equality (Religion or Belief) Regulations 2003; 

 
	
  

 	
  

 
	
 1.57

 	
for direct
 or indirect discrimination, harassment or victimisation on the grounds of
 sexual orientation, under section 120 of the Equality Act 2010 and regulation
 28 of the Employment Equality (Sexual Orientation) Regulations 2003; 

 
	
  

 	
  

 
	
 1.58

 	
for direct
 or indirect discrimination, harassment or victimisation on the grounds of age,
 under section 120 of the Equality Act 2010 and regulation 36 of the
 Employment Equality (Age) Regulations 2006; 

 
	
  

 	
  

 
	
 1.59

 	
in relation
 to the duty to consider working beyond retirement, under paragraphs 11 and 12
 of Schedule 6 to the Employment Equality (Age) Regulations 2006; 

 
	
  

 	
  

 
	
 1.60

 	
under
 regulations 27 and 32 of the Transnational Information and Consultation etc.
 Regulations 1999; 

 
	
  

 	
  

 
	
 1.61

 	
under
 regulations 29 and 33 of the Information and Consultation of Employees
 Regulations 2004;

 
	
  

 	
  

 
	
 1.62

 	
 under
 regulations 45 and 51 of the Companies (Cross-Border Mergers) Regulations
 2007; 

 
	
  

 	
  

 
	
 1.63

 	
under
 paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension
 Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations
 2006; 

 
	
  

 	
  

 
	
 1.64

 	
under
 sections 68A, 87, 137, 145A, 145B, 146, 168, 168A, 169, 170, 174 and 192 of
 the Trade Union and Labour Relations (Consolidation) Act 1992; 

 
	
  

 	
  

 
	
 1.65

 	
in relation
 to the obligations to elect appropriate representatives or any entitlement to
 compensation, under the Transfer of Undertakings (Protection of Employment)
 Regulations 2006; 

 
	
  

 	
  

 
	
 1.66

 	
for failure
 to comply with obligations under the Human Rights Act 1998; 

 
	
  

 	
  

 
	
 1.67

 	
for failure
 to comply with obligations under the Data Protection Act 1998; 

 
	
  

 	
  

 
	
 1.68

 	
in relation
 to existing personal injury claims, whether or not the Employee is aware of
 such claims; 

 
	
  

 	
  

 
	
 1.69

 	
in relation
 to the right to be accompanied under section 11 of the Employment Relations
 Act 1999; 

 
	
  

 	
  

 
	
 1.70

 	
in relation
 to refusal of employment, refusal of employment agency services and detriment
 under regulations 5, 6 and 9 of the Employment Relations Act 1999
 (Blacklists) Regulations 2010; 

 
	
  

 	
  

 
	
 1.71

 	
in relation
 to the right to request time off for study or training under section 631 of
 the Employment Rights Act 1996; and 

 
	
  

 	
  

 
	
 1.72

 	
arising as a
 consequence of the United Kingdom’s membership of the European Union. 

 


127





SCHEDULE 2


Adviser’s Certificate


[ON HEADED
NOTEPAPER OF ADVISER] 


For the
attention of [DETAILS] 


[DATE] 


Dear Sirs, 


I am writing
in connection with the agreement between my client, Patrick Keddy, and Pitney
Bowes Limited (Company) of today’s date (Agreement) to confirm that: 


1. I, [NAME]
of [FIRM], whose address is [ADDRESS], am a Solicitor of the Senior Courts of England
and Wales who holds a current practising certificate. 


2. I have
given Patrick Keddy legal advice on the terms and effect of the Agreement and,
in particular, its effect on his ability to pursue the claims specified in
Schedule 1 of the Agreement. 


3. I gave the
advice to Patrick Keddy as a relevant independent adviser within the meaning of
the above acts and regulations referred to at clause 2.4. 


4. There is
now in force (and was in force at the time I gave the advice referred to above)
a policy of insurance or an indemnity provided for members of a profession or
professional body covering the risk of claim by Patrick Keddy in respect of
loss arising in consequence of the advice I have given him. 


Yours
faithfully, 


 


[NAME] 

Employee’s Adviser 



128





Schedule 5


Share Options, Awards and Long Term
Incentives





	
  

 	
  

 	
  

 
	
 Pitney Bowes
 Stock Options

 	
 Grant Detail

 	
  

 
	
  

 	
 Grants Issued All Grant Dates 

 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to
 Include: Completed Exercises Only

 	
  

 





	
  

 
	

 


 
	
 PATRICK JOHN
 KEDDY ID: 00279021

 
	
  

 
	
 TREVONEN

 
	
 THE CLUMP

 
	
 CHORLEYWOOD, HT WD3 4BD

 
	
 United Kingdom

 
	

 


 
	
 Stock Class: PBI | Currency: USD ($)

 
	
  

 
	
 Plan: 1991 ISO, NQ, & RES-Pre 1/1/99

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jun 14, 1993

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000001223

 	
  

 	
 Jun 13, 2003

 	
  

 	
 NQSO

 	
  

 	
 1,100

 	
  

 	
 21.19

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mar 05, 1997

 	
  

 	
 Currency

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.144745

 	
  

 	
 translation

 	
  

 	
  

 	
  

 	
 1,100

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Jun 14, 2003

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.99967

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jun 14, 1993

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000002712

 	
  

 	
 Jun 14, 2003

 	
  

 	
 NQSO

 	
  

 	
 1,100

 	
  

 	
 21.19

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
 Jun 15, 2003

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.100478

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mar 09, 1997

 	
  

 	
 currency

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.144744

 	
  

 	
 translation

 	
  

 	
  

 	
  

 	
 1,100

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jun 14, 1993

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000002713

 	
  

 	
 Jun 14, 2003

 	
  

 	
 NQSO

 	
  

 	
 1,100

 	
  

 	
 22.38

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 
	
  

 	
 Page 1 of 11

 	
 TOPTIONS\gbrereton

 






129








	
  

 	
  

 	
  

 
	
 Pitney Bowes Stock Options

 	
 Grant Detail

 	
  

 
	
  

 	
 Grants Issued All
 Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to
 Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
 Jun 15, 2003

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.100482

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mar 05, 1997

 01205

 	
  

 	
 Cashless Exercise

 	
  

 	
  

 	
  

 	
 1,100

 	
  

 	
 0

 	
  

 	
 31.38

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future


 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jun 13, 1994

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000017451

 	
  

 	
 Jun 12, 2004

 	
  

 	
 NQSO

 	
  

 	
 1,600

 	
  

 	
 20.57

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
 Jun 13, 2004

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.105810

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mar 08, 2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000000001532

 	
  

 	
 Cash Exercise

 	
  

 	
  

 	
  

 	
 1,600

 	
  

 	
 0

 	
  

 	
 49.09

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 13, 1995

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000017452

 	
  

 	
 Feb 12, 2005

 	
  

 	
 NQSO

 	
  

 	
 2,000

 	
  

 	
 16.91

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 13, 2005

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.105814

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mar 08, 2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000000001531

 	
  

 	
 Cash Exercise

 	
  

 	
  

 	
  

 	
 2,000

 	
  

 	
 0

 	
  

 	
 49.09

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 12, 1996

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000001226

 	
  

 	
 Feb 11, 2006

 	
  

 	
 NQSO

 	
  

 	
 2,000

 	
  

 	
 24.59

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 
	
  

 	
 Page 2 of 11

 	
 TOPTIONS\gbrereton

 






130









	
  

 	
  

 	
  

 
	
 Pitney Bowes Stock Options

 	
 Grant Detail

 	
  

 
	
  

 	
 Grants Issued All
 Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to
 Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.144886

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 2,000

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 12, 2006

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.99969

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 12, 1996

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000017124

 	
  

 	
 Feb 11, 2006

 	
  

 	
 NQSO

 	
  

 	
 2,050

 	
  

 	
 24.00

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 12, 2006

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.113195

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Nov 03, 2004

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No00000006394

 	
  

 	
 Cashless Exercise

 	
  

 	
  

 	
  

 	
 2,050

 	
  

 	
 0

 	
  

 	
 43.98

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 10, 1997

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000003054

 	
  

 	
 Feb 09, 2007

 	
  

 	
 NQSO

 	
  

 	
 5,400

 	
  

 	
 29.31

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 10, 2007

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.100578

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.145119

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 5,400

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 10, 1997

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000017611

 	
  

 	
 Feb 09, 2007

 	
  

 	
 NQSO

 	
  

 	
 5,534

 	
  

 	
 28.61

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 
	
  

 	
 Page 3 of 11

 	
 TOPTIONS\gbrereton

 






131









	
  

 	
  

 	
  

 
	
 Pitney Bowes Stock Options

 	
 Grant Detail

 	
  

 
	
  

 	
 Grants Issued All
 Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to
 Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 10, 2007

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.113506

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Nov 03, 2004

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No00000006395

 	
  

 	
 Cashless Exercise

 	
  

 	
  

 	
  

 	
 5,534

 	
  

 	
 0

 	
  

 	
 43.98

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 09, 1998

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000003201

 	
  

 	
 Feb 08, 2008

 	
  

 	
 NQSO

 	
  

 	
 6,000

 	
  

 	
 45.31

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 09, 2008

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.100624

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.145157

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 6,000

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 09, 1998

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000017690

 	
  

 	
 Feb 08, 2008

 	
  

 	
 NQSO

 	
  

 	
 6,149

 	
  

 	
 44.22

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 09, 2008

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.113550

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 6,149

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant
 Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sep 14, 1998

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000004848

 	
  

 	
 Sep 13, 2008

 	
  

 	
 NQSO

 	
  

 	
 6,000

 	
  

 	
 53.13

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Sep 14, 2008

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.101165

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.145685

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 6,000

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 
	
  

 	
 Page 4 of 11

 	
 TOPTIONS\gbrereton

 






132







	
  

 	
  

 	
  

 
	
 Pitney Bowes
 Stock Options

 	
 Grant Detail

 	
  

 
	
  

 	
 Grants Issued All Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sep 14, 1998

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000018915

 	
  

 	
 Sep 13, 2008

 	
  

 	
 NQSO

 	
  

 	
 6,149

 	
  

 	
 51.84

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Sep 14, 2008

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.114175

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 6,149

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for 1991
 ISO, NQ, & RES-Pre 1/1/99

 	
  

 	
 46,182

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan: 1991 ISO,
 NQ, & RES-Post 1/1/99

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 14, 2005

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000062176

 	
  

 	
 Feb 13, 2015

 	
  

 	
 NQSO

 	
  

 	
 22,000

 	
  

 	
 46.93

 	
  

 	
 22,000

 	
  

 	
 22,000

 	
  

 	
 22,000

 	
  

 	
 Fully Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
 Feb 13, 2006

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000064318

 	
  

 	
 Feb 12, 2016

 	
  

 	
 NQSO

 	
  

 	
 31,557

 	
  

 	
 42.62

 	
  

 	
 31,557

 	
  

 	
 31,557

 	
  

 	
 31,557

 	
  

 	
 Fully Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for 1991
 ISO, NQ, & RES-Post 1/1/99

 	
  

 	
 53,557

 	
  

 	
  

 	
  

 	
 53,557

 	
  

 	
 53,557

 	
  

 	
 53,557

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan: 2007 RSU
 Plan

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 09, 2009

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No.8525

 	
  

 	
 Feb 08, 2019

 	
  

 	
 RSU

 	
  

 	
 4,545

 	
  

 	
 .00

 	
  

 	

 3,409

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 1,136 Feb 01, 2011

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,136 Feb 07, 2012

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,137 Feb 05, 2013

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 5 of 11

 	
 TOPTIONS\gbrereton

 






133









	
  

 	
  

 	
  

 
	
 Pitney Bowes
 Stock Options

 	
 Grant Detail

 	
  

 
	
  

 	
 Grants Issued All Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 02, 2010

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No.192046

 	
  

 	
 Cash Exercise

 	
  

 	
  

 	
  

 	
 1,136

 	
  

 	
 0

 	
  

 	
 21.33

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 08, 2010

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No.11381

 	
  

 	
 Feb 07, 2020

 	
  

 	
 RSU

 	
  

 	
 5,093

 	
  

 	
 .00

 	
  

 	
 5,093

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 1,273 Feb 01, 2011

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,274 Feb 07, 2012

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,273 Feb 05, 2013

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,273 Feb 04, 2014

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

  


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for 2007
 RSU Plan

 	
  

 	
 9,638

 	
  

 	
  

 	
  

 	
 8,502

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan: 2007
 Stock Options

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 12, 2007

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000070925

 	
  

 	
 Feb 11, 2017

 	
  

 	
 NQSO

 	
  

 	
 32,374

 	
  

 	
 48.03

 	
  

 	
 32,374

 	
  

 	
 24,280

 	
  

 	
 24,280

 	
  

 	
 8,094 Feb 12, 2011

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 11, 2008

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000072281

 	
  

 	
 Feb 10, 2018

 	
  

 	
 NQSO

 	
  

 	
 69,231

 	
  

 	
 36.96

 	
  

 	
 69,231

 	
  

 	
 34,615

 	
  

 	
 34,615

 	
  

 	
 17,308 Feb 11, 2011

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 17,308 Feb 11, 2012

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 09, 2009

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No.5709

 	
  

 	
 Feb 08, 2019

 	
  

 	
 NQSO

 	
  

 	
 37,007

 	
  

 	
 24.75

 	
  

 	
 37,007

 	
  

 	
 12,336

 	
  

 	
 12,336

 	
  

 	
 12,335 Feb 09, 2011

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 12,336 Feb 09, 2012

 	
  

 	
 N/A

 






	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 6 of 11

 	
 TOPTIONS\gbrereton

 






134







	
  

 	
  

 	
  

 
	
 Pitney Bowes Stock Options 

 	
 Grant Detail 

 	
  

 
	
  

 	
 Grants Issued All Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 08, 2010

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No.11369

 	
  

 	
 Feb 07, 2020

 	
  

 	
 NQSO

 	
  

 	
 39,894

 	
  

 	
 22.09

 	
  

 	
 39,894

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 13,298 Feb 08, 2011

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 13,298 Feb 08, 2012

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 13,298 Feb 08, 2013

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for 2007
 Stock Options

 	
  

 	
  

 	
  

 	
 178,506 

 	
  

 	
  

 	
  

 	
 178,506 

 	
  

 	
 71,231 

 	
  

 	
 71,231 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan: Pitney
 Bowes Stock Plan (RES)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oct 07, 2004

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000061815

 	
  

 	
 Oct 07, 2014

 	
  

 	
 RSA

 	
  

 	
 6,500

 	
  

 	
 .00

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Oct 07, 2008

 	
  

 	
 Restricted Stock

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No.87504

 	
  

 	
 Exercise

 	
  

 	
  

 	
  

 	
 6,500

 	
  

 	
 0

 	
  

 	
 29.64

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for Pitney Bowes Stock Plan (RES)

 	
  

 	
  

 	
  

 	
 6,500

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan: UK Plan -
 10/20/2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oct 20, 2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000013093

 	
  

 	
 Oct 19, 2010

 	
  

 	
 NQSO

 	
  

 	
 24,000

 	
  

 	
 27.66

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Oct 20, 2010

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.111288

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.155768

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 24,000

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 7 of 11

 	
 TOPTIONS\gbrereton

 






135









	
  

 	
  

 	
  

 
	
 Pitney Bowes Stock Options 

 	
 Grant Detail 

 	
  

 
	
  

 	
 Grants Issued All Grant Dates

 	
  

 
	
  

 	
 As of Dec 14, 2010

 	
  

 
	
  

 	
 Exercises to Include: Completed Exercises Only

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oct 20, 2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000041385

 	
  

 	
 Oct 19, 2010

 	
  

 	
 NQSO

 	
  

 	
 24,593

 	
  

 	
 26.99

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Oct 20, 2010

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.124863

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 03, 2005

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No00000007505

 	
  

 	
 Cashless Exercise

 	
  

 	
  

 	
  

 	
 24,593

 	
  

 	
 0

 	
  

 	
 45.95

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

  


 	

  


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for UK
 Plan - 10/20/2000

 	
  

 	
  

 	
  

 	
 48,593

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan: UK Plan -
 Post 1/1/99

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	
 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 08, 1999

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000009658

 	
  

 	
 Feb 07, 2009

 	
  

 	
 NQSO

 	
  

 	
 12,000

 	
  

 	
 65.72

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 08, 2009

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.102812

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.147320

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 12,000

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Grant Date /

 ID

 	
  

 	
 Expiration

 Date

 	
  

 	
 Grant

 Type

 	
  

 	
 Shares

 Granted

 	
  

 	
 Exercise

 Price

 	
  

 	
 Shares

 Outstanding

 	
  

 	
 Shares

 Vested

 	
  

 	
 Shares

 Exercisable

 	
  

 	
 Future

 Exercisability

 Increments

 	
  

 	

 Future

 ISO

 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 08, 1999

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000022762

 	
  

 	
 Feb 07, 2009

 	
  

 	
 NQSO

 	
  

 	
 12,297

 	
  

 	
 64.13

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID

 	
  

 	
 Type

 	
  

 	
  

 	
  

 	
 Shares

 	
  

 	
 Rights

 	
  

 	
 Price

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 08, 2009

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.116048

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 12,297

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 8 of 11

 	
 TOPTIONS\gbrereton

 






136







	
  

 	
  

 	
  

 
	
 Pitney Bowes Stock Options

 	
 Grant Detail

 	
  

 
	
 Grants Issued All Grant Dates

 
	
 As of Dec 14, 2010

 
	
 Exercises to Include: Completed Exercises Only

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Future

 	
  

 	
 Future

 
	
 Grant Date /

 	
  

 	
 Expiration

 	
  

 	
 Grant

 	
  

 	
 Shares

 	
  

 	
 Exercise


 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Exercisability

 	
  

 	
 ISO

 
	
 ID

 	
  

 	
 Date

 	
  

 	
 Type

 	
  

 	
 Granted

 	
  

 	
 Price

 	
  

 	
 Outstanding

 	
  

 	
 Vested

 	
  

 	
 Exercisable

 	
  

 	
 Increments

 	
  

 	
 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 14, 2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0000000017457

 	
  

 	
 Feb 13, 2010

 	
  

 	
 NQSO

 	
  

 	
 12,000

 	
  

 	
 47.53

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID 

 	
  

 	
 Type 

 	
  

 	
  

 	
  

 	
 Shares 

 	
  

 	
 Rights 

 	
  

 	
 Price 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Feb 14, 2010

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.105813

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
 Dec 03, 2001

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.150321

 	
  

 	
 Spin-Off

 	
  

 	
  

 	
  

 	
 12,000

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Future

 	
  

 	
 Future

 
	
 Grant Date /

 	
  

 	
 Expiration

 	
  

 	
 Grant

 	
  

 	
 Shares

 	
  

 	
 Exercise

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Exercisability

 	
  

 	
 ISO

 
	
 ID

 	
  

 	
 Date

 	
  

 	
 Type

 	
  

 	
 Granted

 	
  

 	
 Price

 	
  

 	
 Outstanding

 	
  

 	
 Vested

 	
  

 	
 Exercisable

 	
  

 	
 Increments

 	
  

 	
 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 14, 2000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000029355

 	
  

 	
 Feb 13, 2010

 	
  

 	
 NQSO

 	
  

 	
 12,297

 	
  

 	
 46.38

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 0

 	
  

 	
 Not Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transactions 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Date/ID 

 	
  

 	
 Type 

 	
  

 	
  

 	
  

 	
 Shares 

 	
  

 	
 Rights 

 	
  

 	
 Price 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
  

 	
  

 	
 Feb 14, 2010

 	
  

 	
 Cancellation:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0000.119308

 	
  

 	
 EXPIRATION

 	
  

 	
  

 	
  

 	
 12,297

 	
  

 	
 0

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Future

 	
  

 	
 Future

 
	
 Grant Date /

 	
  

 	
 Expiration

 	
  

 	
 Grant

 	
  

 	
 Shares

 	
  

 	
 Exercise

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Exercisability

 	
  

 	
 ISO

 
	
 ID

 	
  

 	
 Date

 	
  

 	
 Type

 	
  

 	
 Granted

 	
  

 	
 Price

 	
  

 	
 Outstanding

 	
  

 	
 Vested

 	
  

 	
 Exercisable

 	
  

 	
 Increments

 	
  

 	
 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 11, 2002

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000050117

 	
  

 	
 Feb 10, 2012

 	
  

 	
 NQSO

 	
  

 	
 3,000

 	
  

 	
 40.68

 	
  

 	
 3,000

 	
  

 	
 3,000

 	
  

 	
 3,000

 	
  

 	
 Fully Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Future

 	
  

 	
 Future

 
	
 Grant Date /

 	
  

 	
 Expiration

 	
  

 	
 Grant

 	
  

 	
 Shares

 	
  

 	
 Exercise

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Exercisability

 	
  

 	
 ISO

 
	
 ID

 	
  

 	
 Date

 	
  

 	
 Type

 	
  

 	
 Granted

 	
  

 	
 Price

 	
  

 	
 Outstanding

 	
  

 	
 Vested

 	
  

 	
 Exercisable

 	
  

 	
 Increments

 	
  

 	
 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sep 05, 2002

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000052737

 	
  

 	
 Sep 04, 2012

 	
  

 	
 NQSO

 	
  

 	
 10,000

 	
  

 	
 34.73

 	
  

 	
 10,000

 	
  

 	
 10,000

 	
  

 	
 10,000

 	
  

 	
 Fully Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Future

 	
  

 	
 Future

 
	
 Grant Date /

 	
  

 	
 Expiration

 	
  

 	
 Grant

 	
  

 	
 Shares

 	
  

 	
 Exercise

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Exercisability

 	
  

 	
 ISO

 
	
 ID

 	
  

 	
 Date

 	
  

 	
 Type

 	
  

 	
 Granted

 	
  

 	
 Price

 	
  

 	
 Outstanding

 	
  

 	
 Vested

 	
  

 	
 Exercisable

 	
  

 	
 Increments

 	
  

 	
 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 10, 2003

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000056292

 	
  

 	
 Feb 09, 2013

 	
  

 	
 NQSO

 	
  

 	
 15,000

 	
  

 	
 32.10

 	
  

 	
 15,000

 	
  

 	
 15,000

 	
  

 	
 15,000

 	
  

 	
 Fully Exercisable

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 9 of 11

 	
 TOPTIONS\gbrereton

 






137









	
  

 	
  

 	
  

 
	
 Pitney Bowes
 Stock Options

 	
 Grant Detail

 	
  

 
	
 Grants Issued All Grant Dates

 
	
 As of Dec 14, 2010

 
	
 Exercises to Include: Completed Exercises Only

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Future

 	
  

 	
 Future

 
	
 Grant Date /

 	
  

 	
 Expiration

 	
  

 	
 Grant

 	
  

 	
 Shares

 	
  

 	
 Exercise

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Shares

 	
  

 	
 Exercisability

 	
  

 	
 ISO

 
	
 ID

 	
  

 	
 Date

 	
  

 	
 Type

 	
  

 	
 Granted

 	
  

 	
 Price

 	
  

 	
 Outstanding

 	
  

 	
 Vested

 	
  

 	
 Exercisable

 	
  

 	
 Increments

 	
  

 	
 Split

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Feb 09, 2004

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 No00000061413

 	
  

 	
 Feb 08, 2014

 	
  

 	
 NQSO

 	
  

 	
 20,000

 	
  

 	
 40.08

 	
  

 	
 20,000

 	
  

 	
 20,000

 	
  

 	
 20,000

 	
  

 	
 Fully Exercisable

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for UK
 Plan - Post 1/1/99

 	
  

 	
 96,594

 	
  

 	
  

 	
  

 	
 48,000

 	
  

 	
 48,000

 	
  

 	
 48,000

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total for PBI

 	
  

 	
  

 	
  

 	
 439,570

 	
  

 	
  

 	
  

 	
 288,565

 	
  

 	
 172,788

 	
  

 	
 172,788

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 10 of 11

 	
 TOPTIONS\gbrereton

 






138









	
  

 	
  

 	
  

 
	
 Pitney Bowes
 Stock Options

 	
 Grant Detail

 	
  

 
	
 Grants Issued All Grant Dates

 
	
 As of Dec 14, 2010

 
	
 Exercises to Include: Completed Exercises Only

 







	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
  

 	
 Page 11 of 11

 	
 TOPTIONS\gbrereton

 






139






Schedule 6


Rule 65.3 of Trust Deed & Rules of Pitney
Bowes Pension Fund


	
  

 	
  

 	
  

 	
  

 
	
 65

 	
 Incapacity Pension
 and Redundancy

 
	
  

 	
  

 	
  

 	
  

 
	
 65.1

 	
 If an Active
 Member who has completed at least five years’ Pensionable Service leaves
 Service before Normal Retirement Date on account of either:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Incapacity; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in the opinion of
 the Principal Employer, redundancy where he is aged at or over his Normal
 Minimum Pension Age;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 he may elect,
 subject to rule 65.6, to receive the aggregate of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 an immediate
 annual pension equal to his Scale Pension calculated using:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 his Final
 Pensionable Salary at the date of he leaves Pensionable Service; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 his Pensionable
 Service up to the date he left Pensionable Service; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (C)

 	
 adjusted to take
 account of its early payment in accordance with the terms of this Rule 65;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 in respect of a
 Member entitled to a Top-Up Account, a benefit derived from the application
 of the Member’s Top-Up Account under Rule 59.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.2

 	
 Subject to Rule
 65.5, where Rule 65.1(a) applies:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Scale Pension
 will be calculated on the basis of the Pensionable Service which the Member
 would have completed had he remained in Pensionable Service to Normal
 Retirement Date (“the notional period”); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 no actuarial
 reduction will be applied to a Scale Pension.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.3

 	
 Subject to Rule
 65.5, where Rule 65.1(b) applies the Scale Pension will be calculated on the
 basis that the Trustees will:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 not actuarially
 reduce that part of the Scale Pension payable under Rule 65.1(b) which is
 attributable to Pensionable Service completed before 1 July 1998; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 actuarially reduce
 that part of the Scale Pension payable under Rule 65.1(b) which is
 attributable to Pensionable Service completed after 30 June 1998 to take
 account of the period (if any) that it is paid early between the date the
 Member’s pension starts to be paid and the date of his 65th birthday.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.4

 	
 The amount of the
 actuarial reduction applied under Rule 65.3(b) will be determined by the
 Trustees on a basis advised by the Actuary.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.5

 	
 The Trustees must
 be reasonably satisfied that value of the immediate pension payable under
 this Rule 65 (ignoring any part of the pension derived from the application
 of the Member’s Top-Up Account) is at least equal to the value of any benefits
 which have accrued to and in respect of the Member under the Defined Benefit
 Section of the Fund on the date it starts to be paid:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 ignoring the
 Member’s Top-Up Account (if any); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 taking into
 account the Preservation Requirements.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.6

 	
 Where a Member of
 the Defined Benefit Section has requested the early payment of his benefits
 due to Incapacity, the Trustees must be satisfied that the Member meets the
 ill-health condition as required by paragraph 1 of schedule 28 of the Finance
 Act 2004.

 
	
  

 	
  

 	
  

 	
  

 


 





140









	
  

 	
  

 	
  

 	
  

 
	
 65.7

 	
 Rules 71 to 75
 [exchange of pension for cash] and 76 [exchange of pension for a dependant’s
 pension] apply.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.8

 	
 The payment of the
 Scale Pension is subject to compliance with the Contracting-out Requirements
 set out in Schedule 2.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.9

 	
 The pension will
 commence in payment on the day after the date of the Member ceasing to be in
 Service.

 
	
  

 	
  

 	
  

 	
  

 
	
 65.10

 	
 In the case of the
 payment of a pension before Normal Retirement Date under this Rule due to
 Incapacity, the Trustees may review the payment as such a pension under the
 terms of Rule 66.

 
	
  

 	
  

 	
  

 	
  

 
	
 66

 	
 Review of
 Incapacity Pensions

 
	
  

 	
  

 	
  

 	
  

 
	
 66.1

 	
 A pension which is
 paid under either Rule 65.1(a) or Rule 70.2(b) due to the Incapacity of the
 Active Member or Early Leaver (as applicable) may be reviewed by the Trustees
 every three (3) years after the date his pension starts to be paid or such
 other period as the Trustees determine. No reviews will be made once the
 Member attains his Normal Retirement Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 66.2

 	
 At each review of
 the payment of pension due to Incapacity, the Trustees may ask the Pensioner
 to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 attend a medical
 with the registered medical practitioner of the Trustees selection; and / or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 provide any
 information and other co-operation to allow the Trustees to complete their
 review.

 
	
  

 	
  

 	
  

 	
  

 
	
 66.3

 	
 If the Trustees
 are satisfied that the Pensioner:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 is no longer
 suffering from Incapacity to the same degree as gave rise to the entitlement
 to pension under Rule 65.1(a) or 70.2(b); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 has failed to
 co-operate with the review to such a degree that the Trustees are not able to
 determine if the Pensioner continues to suffer from Incapacity 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 the Trustees may
 either:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 reduce the Scale
 Pension entitlement of the Pensioner:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 so as to ignore
 the notional period; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 treat him as if he
 has left Service and started to receive a pension under Rule 65.1(a) or
 70.2(b); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 stop the payment
 of the Scale Pension to the Pensioner.

 
	
  

 	
  

 	
  

 	
  

 
	
 66.4

 	
 If the pension is
 reduced or stopped, the Pensioner must remain entitled to receive the Scale
 Pension to which he would have been entitled from his Normal Retirement Date
 at least equal to an amount calculated in accordance with the Preservation
 Requirements.

 
	
  

 	
  

 	
  

 	
  

 
	
 66.5

 	
 The payment of the
 Scale Pension is subject to compliance with the Contracting-out Requirements
 set out in Schedule 2.

 
	
  

 	
  

 	
  

 	
  

 
	
 66.6

 	
 This Rule 66 only
 applies to pensions payable due to Incapacity which start to be paid after

 


 





141