EXHIBIT (v)
PITNEY BOWES INC.
DEFERRED INCENTIVE SAVINGS PLAN
Effective as of September 9, 1996
This document constitutes part of a prospectus covering
securities that have been registered under the Securities Act of
1933.
PITNEY BOWES INC.
DEFERRED INCENTIVE SAVINGS PLAN
ARTICLE I
PURPOSE AND EFFECTIVE DATE
The purpose of the Pitney Bowes Inc. Deferred Incentive
Savings Plan (hereinafter referred to as the "Plan") is to aid
Pitney Bowes Inc. and its subsidiaries in retaining and
attracting executive employees by providing them with savings and
tax deferral opportunities. The Plan shall be effective for
deferral elections made hereunder on or after September 9, 1996.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following words and
phrases shall have the meanings indicated, unless the context
clearly indicates otherwise:
Section 2.01 Administrative Committee. "Administra
tive Committee" means the committee comprised of the Vice
President of Personnel, the Executive Director of Corporate
Compensation and the Executive Director of Corporate Benefits.
Section 2.02 Beneficiary. "Beneficiary" means the
person, persons or entity designated by the Participant to re
ceive any benefits payable under the Plan pursuant to Article
VIII.
Section 2.03 Board. "Board" means the Board of Di
rectors of Pitney Bowes Inc.
Section 2.04 CIU Award. "CIU Award" means any Cash
Incentive Unit Award granted pursuant to the long-term incentive
program under the Pitney Bowes Inc. Key Employees' Incentive Plan
(as amended and restated as of June 10, 1991).
Section 2.05 Change of Control. For purposes of this
Plan, a "Change of Control" shall be deemed to have occurred if:
(i) there is an acquisition, in any one transaction or
a series of transactions, other than from Pitney Bowes Inc.,
by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), of beneficial
ownership (within the meaning of Rule 13(d)(3) promulgated
under the Exchange Act) of 20% or more of either the then
outstanding shares of Common Stock or the combined voting
power of the then outstanding voting securities of Pitney
Bowes Inc. entitled to vote generally in the election of
directors, but excluding, for this purpose, any such
acquisition by Pitney Bowes Inc. or any of its subsidiaries,
or any employee benefit plan (or related trust) of Pitney
Bowes Inc. or its subsidiaries, or any corporation with
respect to which, following such acquisition, more than 50%
of the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners,
respectively, of the common stock and voting securities of
Pitney Bowes Inc. immediately prior to such acquisition in
substantially the same proportion as their ownership, im
mediately prior to such acquisition, of the then outstanding
shares of Common Stock or the combined voting power of the
then outstanding voting securities of Pitney Bowes Inc.
entitled to vote generally in the election of directors, as
the case may be; or
(ii) individuals who, as of September 9, 1996,
constitute the Board (as of such date, the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming
a director subsequent to September 9, 1996, whose election,
or nomination for election by Pitney Bowes' shareholders,
was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in
connection with an actual or threatened election contest
relating to the election of the directors of Pitney Bowes
Inc. (as such terms are used in Rule 14(a)(11) or Regulation
14A promulgated under the Exchange Act); or
(iii) there occurs either (A) the consummation of a
reorganization, merger or consolidation, in each case, with
respect to which the individuals and entities who were the
respective beneficial owners of the common stock and voting
securities of Pitney Bowes Inc. immediately prior to such
reorganization, merger or consolidation do not, following
such reorganization, merger or consolidation, beneficially
own, directly or indirectly, more than 50% of, respectively,
the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
reorganization, merger or consolidation, or (B) an approval
by the shareholders of Pitney Bowes Inc. of a complete
liquidation of dissolution of Pitney Bowes Inc. or of the
sale or other disposition of all or substantially all of the
assets of Pitney Bowes Inc.
Section 2.06 Common Stock. "Common Stock" means the
common stock of Pitney Bowes Inc.
Section 2.07 Company. "Company" means Pitney Bowes
Inc., its successors, any subsidiary or affiliated organizations
authorized by the Board or the Executive Committee to participate
in the Plan and any organization into which or with which Pitney
Bowes Inc. may merge or consolidate or to which all or
substantially all of its assets may be transferred.
Section 2.08 Deferral Account. "Deferral Account"
means the account maintained on the books of the Administrative
Committee for each Participant pursuant to Article VI.
Section 2.09 Deferral Period. "Deferral Period" is
defined in Section 4.02.
Section 2.10 Deferred Amount. "Deferred Amount" is
defined in Section 4.02.
Section 2.11 Disability. "Disability" means
eligibility for disability benefits under the terms of the
Company's Long-Term Disability Plan as in effect from time to
time.
Section 2.12 Eligible Compensation. "Eligible Com
pensation" means any cash award otherwise payable as PBC
compensation or a CIU Award by the Company to a Participant
with respect to a Plan Year or a performance period pursuant to the
Pitney Bowes Inc. Key Employees' Incentive Plan.
Section 2.13 ERISA. "ERISA" means the Employee
Retirement Income Security Act of 1974, as amended.
Section 2.14 Executive Committee. "Executive Com
mittee" means the Executive Compensation Committee of the Board.
Section 2.15 Fair Market Value. "Fair Market Value"
of a share of Common Stock means the closing price of the Common
Stock on the New York Stock Exchange on the most recent day on
which the Common Stock was so traded that precedes the date as of
which Fair Market Value is to be determined.
Section 2.16 Option. "Option" means an option to
acquire shares of Common Stock granted pursuant to the Pitney
Bowes 1991 Stock Plan or any successor thereto.
Section 2.17 PBC. "PBC" means the Pitney Bowes'
Performance Based Compensation Incentive Program, or any
successor thereto, and the "PBC-like" compensation incentive
program, or any successor thereto.
Section 2.18 Participant. "Participant" means any
individual who is eligible to participate in this Plan and who
elects to participate by filing a Participation Agreement as
provided in Article IV.
Section 2.19 Participation Agreement. "Participation
Agreement" means an agreement filed by a Participant in
accordance with Article IV.
Section 2.20 Plan Year. "Plan Year" means a twelve-
month period beginning January 1 and ending the following
December 31; provided that the first Plan Year shall be the
partial year beginning on September 9, 1996 and ending on
December 31, 1996.
Section 2.21 Retirement. "Retirement" means
retirement of a Participant under the Pitney Bowes Inc.
Retirement Plan after attaining age 65 or age 55 with at least
ten years of Company service, or retirement under the applicable
retirement plan in the case of a Participant employed by a
Company that does not participate in the Pitney Bowes Inc.
Retirement Plan.
Section 2.22 Termination of Employment. "Termination
of Employment" means the cessation of a Participant's services as
a full-time employee of the Company and its affiliates for any
reason other than Retirement.
Section 2.23 Treasury Rate of Return. "Treasury Rate
of Return" means a rate of return equal to (i) the annualized
rate payable on United States Treasury Notes with a five-year
maturity, plus (ii) 100 basis points. Such Treasury Rate of
Return shall be determined for each
month of the Deferral Period
based on the monthly 5 year Treasury rates appearing in the Wall
Street Journal, plus 100 basis points and such earnings shall be
compounded monthly.
Section 2.24 Unforeseeable Emergency. "Unforeseeable
Emergency" means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the
Participant or a dependent of the Participant, loss of the
Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.
Section 2.25 Valuation Date. "Valuation Date" means
the last day of each calendar month or such other date as the
Administrative Committee in its sole discretion may determine.
ARTICLE III
ADMINISTRATION
Section 3.01 Executive and Administrative Committees;
Duties. (a) This Plan shall be administered by the Executive
Committee, which shall be the named fiduciary of this Plan. A
majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business. All
resolutions or other action taken by the Executive Committee
shall be by a vote of a majority of its members present at any
meeting or, without a meeting, by an instrument in writing signed
by all its members. Members of the Executive Committee may
participate in a meeting of such committee by means of a
conference telephone or similar communications equipment that
enables all persons participating in the meeting to hear each
other, and such participation in a meeting shall constitute
presence in person at the meeting.
The Executive Committee shall be responsible for the
administration of this Plan and shall have all powers necessary
to administer this Plan, including discretionary authority to
determine eligibility for benefits and to decide claims under the
terms of this Plan, except to the extent that any such powers are
vested in any other fiduciary of this Plan by the Executive
Committee. The Executive Committee may from time to time
establish rules for the administration of this Plan, and it shall
have the exclusive right to interpret this Plan and to decide any
matters arising in connection with the administration and
operation of this Plan. All rules, interpretations and decisions
of the Executive Committee shall be conclusive and binding on the
Company, Participants and Beneficiaries.
The Executive Committee has delegated to the
Administrative Committee responsibility for performing certain
administrative and ministerial functions under this Plan. The
Administrative Committee shall be responsible for determining in
the first instance issues related to eligibility, investment
choices, distribution of Deferred Amounts, determination of
account balances, crediting of hypothetical earnings and of
Deferred Amounts and debiting of hypothetical losses and of
distributions, in-service withdrawals, deferral elections and any
other duties concerning the day-to-day operation of this Plan.
The Executive Committee shall have discretion to delegate to the
Administrative Committee such additional duties as it may
determine. The Administrative Committee may designate one of its
members as a chairperson and may retain and supervise outside
providers and professionals (including in-house professionals) to
perform any or all of the duties delegated to it hereunder.
Neither the Executive Committee nor a member of the
Board nor any member of the Administrative Committee shall be
liable for any act or action hereunder, whether of omission or
commission, by any other member or employee or by any agent to
whom duties in connection with the administration of this Plan
have been delegated or for anything done or omitted to be done in
connection with this Plan. The Executive Committee and the
Administrative Committee shall keep records of all of their
respective proceedings and the Administrative Committee shall
keep records of all payments made to Participants or
Beneficiaries and payments made for expenses or otherwise.
The Company shall, to the fullest extent permitted by
law, indemnify each director, officer or employee of the Company
(including the heirs, executors, administrators and other
personal representatives of such person) each member of the
Executive Committee and Administrative Committee against expenses
(including attorneys' fees), judgments, fines, amounts paid in
settlement, actually and reasonably incurred by such person in
connection with any threatened, pending or actual suit, action or
proceeding (whether civil, criminal, administrative or
investigative in nature or otherwise) in which such person may be
involved by reason of the fact that he or she is or was serving
this Plan in any capacity at the request of the Company.
Any expense incurred by the Company, the Executive
Committee or the Administrative Committee relative to the
administration of this Plan shall be paid by the Company.
Section 3.02 Claim Procedure. If a Participant or Beneficiary
makes a
written request alleging a right to receive payments under this Plan or
alleging a right to receive
an adjustment in benefits being paid under this Plan, such actions shall be
treated as a claim
for benefits. All claims for benefits under this Plan shall be sent to the
Administrative
Committee. If the Administrative Committee determines that any individual who
has
claimed a right to receive benefits, or different benefits, under this Plan is
not entitled
to receive all or any part of the benefits claimed, the Administrative
Committee shall inform
the claimant in writing of such determination and the reasons therefor in
terms calculated to
be understood by the claimant. The notice shall be sent within 90 days of the
claim unless the
Administrative Committee determines that additional time, not exceeding 90
days, is needed.
The notice shall make specific reference to the pertinent Plan provisions on
which the denial is
based, and shall describe any additional material or information that is
necessary. Such notice
shall, in addition, inform the claimant of the procedure that the claimant
should follow to
take advantage of the review procedures set forth below in the event the
claimant desires
to contest the denial of the claim. The claimant may within 90 days
thereafter submit
in writing to the Administrative Committee a notice that the claimant contests
the
denial of his or her claim and desires a further review by the Executive
Committee.
The Executive Committee shall within 60 days thereafter review the claim and
authorize
the claimant to review pertinent documents and submit issues and comments
relating to
the claim to the Executive Committee. The Executive Committee will render a
final
decision on behalf of the Company with specific reasons therefor in writing
and will
transmit it to the claimant within 60 days of the written request for review,
unless
the Chairperson of the Executive Committee determines that additional time,
not exceeding 60 days, is needed, and so notifies the Participant. If the
Committee
fails to respond to a claim filed in accordance with the foregoing within 60
days
or any such extended period, the Company shall be deemed to have denied the
claim.
ARTICLE IV
PARTICIPATION
Section 4.01 Participation. Participation in the Plan
shall be limited to executives who (i) meet such eligibility
criteria as the Executive Committee shall establish from time to
time, and (ii) elect to participate in this Plan by filing a
Participation Agreement with the Administrative Committee. A
Participation Agreement must be filed (i) with respect to a PBC
award, prior to the December 1st immediately preceding the Plan
Year with respect to which the award relates and (ii) with
respect to a CIU Award, prior to the December 1st that occurs
during the year prior to the last year of the performance period
to which the award relatess; provided, that the Participation ;
provided that the Participation Agreement for deferral of PBC
awards and CIU Awards that are otherwise payable in 1997 must be
filed no later than December 1, 1996. The Administrative
Committee shall have the discretion to establish special
deadlines regarding the filing of Participation Agreements for
specified groups of Participants.
Section 4.02 Contents of Participation Agreement.
Subject to Article VII, each Participation Agreement shall set
forth: (i) the amount of Eligible Compensation for the Plan Year
or performance period to which the Participation Agreement
relates that is to be deferred under the Plan (the "Deferred
Amount"), expressed as either a dollar amount or a percentage of
the total Eligible Compensation for such Plan Year or performance
period; provided, that the minimum Deferred Amount for any Plan
Year or performance period shall not be less than $2,000; (ii)
the period after which payment of the Deferred Amount is to be
made or begin to be made (the "Deferral Period"), which shall be
the earlier of (A) a number of full years, not less than three
and (B) the period ending upon the Retirement of the Participant
and (iii) the form in which payments are to be made, which may be
a lump sum or in equal annual installments of five, ten or
fifteen years.
Section 4.03 Changes to Participation Agreement. A
Participation Agreement may not be amended or revoked after
December 1st of the Plan Year in which it is made, except that
the Deferral Period may be extended and the form of payment may
be altered if an amended Participation Agreement is filed with
the Administrative Committee at least one full calendar year
before the Deferral Period (as in effect before such amendment)
ends; provided, that only one such amended Participation
Agreement may be filed with respect to each Participation
Agreement.
ARTICLE V
DEFERRED INCENTIVE COMPENSATION
Section 5.01 Elective Deferred Incentive Compensation.
The Deferred Amount of a Participant with respect to each Plan
Year of participation in the Plan shall be credited by the
Administrative Committee to the Participant's Deferral Account as
and when such Deferred Amount would otherwise have been paid to
the Participant. To the extent that the Company is required to
withhold any taxes or other amounts from the Deferred Amount
pursuant to any state, Federal or local law, such amounts shall
be taken out of compensation to the Participant that is not
deferred under this Plan.
Section 5.02 Vesting of Deferral Account. Except as
provided in Section 7.06, a Participant shall be 100% vested in
his/her Deferral Account at all times.
ARTICLE VI
MAINTENANCE AND INVESTMENT OF ACCOUNTS
Section 6.01 Maintenance of Accounts. Separate
Deferral Accounts shall be maintained for each Participant. More
than one Deferral Account may be maintained for a Participant as
necessary to reflect (a) various investment choices and/or (b)
separate Participation Agreements specifying different Deferral
Periods and/or forms of payment. A Participant's Deferral
Account(s) shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to the
Participant pursuant to this Plan, and shall not constitute or be
treated as a trust fund of any kind. The Administrative
Committee shall determine the balance of each Deferral Account,
as of each Valuation Date, by adjusting the balance of such
Deferral Account as of the immediately preceding Valuation Date
to reflect changes in the value of the deemed investments
thereof, credits and debits pursuant to Section 5.01 and Section
6.02 and distributions pursuant to Article VII with respect to
such Deferral Account since the preceding Valuation Date.
Section 6.02 Investment Choices. (a) Each Participant
shall be entitled to direct the manner in which his/her Deferral
Accounts will be deemed to be invested, selecting among the
investment choices specified in Appendix A hereto, as amended by
the Executive Committee from time to time, and in accordance with
such rules, regulations and procedures as the Executive Committee
may establish from time to time. Notwithstanding anything to the
contrary herein, earnings and losses based on a Participant's
investment elections shall begin to accrue as of the date such
Participant's Deferral Amounts are credited to his/her Deferral
Accounts; provided, however, that with respect to a Participant
who is participating in the Plan as a "PBC-like" employee whose
incentive award is determined on other than an annual basis,
Deferral Amounts shall not be considered to be invested until the
January 1 following the Plan Year to which the Deferral Amounts
relate. Upon the Termination of Employment of a Participant who
is participating in the Plan as a "PBC-like" employee, amounts
credited to his/her Deferral Account for which earnings or losses
have not begun to accrue as provided herein at the time of such
Termination of Employment shall be paid his/her Deferred Amount
in cash in one lump sum without regard to any earnings or losses.
Notwithstanding anything to the contrary in this Plan, if a
distribution is made of Deferred Amounts on account of voluntary
Termination of Employment other than death before the third
anniversary of the crediting of such Deferred Amounts to the
Deferral Account, the net cumulative earnings credited with
respect to such Deferred Amount shall be equal to the Treasury
Rate of Return; provided, however, that if a Change of Control
occurs within three years of such third anniversary and before
such Termination of Employment has occurred, the net cumulative
earnings shall be based on the greater of (i) the rate of return
based on the actual investment elections of the Participant and
(ii) the Treasury Rate of Return.
(b) (i) The investment choices available for Deferral
Accounts from time to time may include a "Phantom Share Fund."
The Phantom Share Fund shall consist of deemed investments in
shares of Common Stock. Deferred Amounts that are deemed to be
invested in the Phantom Share Fund shall be converted into deemed
shares based upon the Fair Market Value of the Common Stock on
the date(s) the Deferred Amounts are to be credited to a Deferral
Account.
The portion of any Deferral Account that is invested in
the Phantom Share Fund shall be credited, as of each Valuation
Date, with additional shares of Common Stock with respect to cash
dividends paid on the Common Stock with record dates during the
period beginning on the day after the most recent preceding
Valuation Date and ending on such Valuation Date, as follows.
The credit shall be for a number of additional deemed shares of
Common Stock having a Fair Market Value, as of the payment date
for a cash dividend, equal to the dollar amount of such cash
dividend paid with respect to a number of actual shares of Common
Stock equal to the number of deemed shares in such Deferral
Account as of such Valuation Date minus the number of such deemed
shares that were distributed to the Participant before such Valua
tion Date but after the most recent prior Valuation Date.
(ii) When a deemed reinvestment or a distribution of
all or a portion of a Deferral Account that is invested in the
Phantom Share Fund is to be made, the balance in such a Deferral
Account shall be determined by reference to the Fair Market Value
of the Common Stock on the most recent Valuation Date preceding
the date of such reinvestment or distribution. Upon a lump sum
distribution, the amounts in the Phantom Share Fund shall be
distributed in the form of cash having a value equal to the Fair
Market Value of the deemed shares being distributed, actual
shares of Common Stock, or a combination thereof, as determined
by the Executive Committee.
(iii) In the event of a stock dividend, split-up or
combination of the Common Stock, merger, consolidation,
reorganization, recapitalization, or other change in the
corporate structure or capitalization affecting the Common Stock,
such that an adjustment is determined by the Executive Committee
to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available
under this Plan, then the Executive Committee may make
appropriate adjustments to the number of deemed shares credited
to any Deferral Account. The determination of the Executive
Committee as to such adjustments, if any, to be made shall be
conclusive.
(iv) Notwithstanding any other provision of this Plan,
the Executive Committee shall adopt such procedures as it may
determine are necessary to ensure that with respect to any
Participant who is actually or potentially subject to Section
16(b) of the Securities Exchange Act of 1934, as amended, the
crediting of deemed shares to his or her Deferral Account is not
deemed to be a non-exempt purchase for purposes of such Section
16(b), including without limitation requiring that no shares of
Common Stock or cash relating to such deemed shares may be
distributed for six months after being credited to such Deferral
Account.
(c) The Executive Committee may authorize Options as
an investment choice under the Plan. The terms and conditions
under which Options may be made available as an investment choice
shall be determined and communicated by the Executive Committee
to Participants from time to time. Any Options issuable under
the Plan will be made pursuant to the Pitney Bowes 1991 Stock
Plan.
Section 6.03 Statement of Accounts. The
Administrative Committee shall submit to each Participant
quarterly statements of his/her Deferral Account(s), in such form
as the Administrative Committee deems desirable, setting forth
the balance to the credit of such Participant in his/her Deferral
Account(s) as of the end of the most recently completed quarter.
ARTICLE VII
BENEFITS
Section 7.01 Time and Form of Payment. (a) At the end
of the Deferral Period for each Deferral Account, the Company
shall pay to the Participant the balance of such Deferral Account
at the time or times elected by the Participant in the applicable
Participation Agreement; provided that if the Participant has
elected to receive payments from a Deferral Account in a lump
sum, the Company shall pay the balance in such Deferral Account
(determined as of the most recent Valuation Date preceding the
end of the Deferral Period) in a lump sum in cash (plus any
shares of Common Stock that the Committee elects to deliver from
any investment in the Phantom Share Fund) as soon as practicable
after the end of the Deferral Period. If the Participant has
elected to receive payments from a Deferral Account in
installments, the Company shall make annual cash only payments
from such Deferral Account, each of which shall consist of an
amount equal to (i) the balance of such Deferral Account as of
the most recent Valuation Date preceding the payment date times
(ii) a fraction, the numerator of which is one and the
denominator of which is the number of remaining installments
(including the installment being paid). The first such
installment shall be paid as soon as practicable after the end of
the Deferral Period and each subsequent installment shall be paid
on or about the anniversary of such first payment. Each such
installment shall be deemed made on a pro rata basis from each of
the different deemed investments of the Deferral Account (if
there is more than one such deemed investment).
(b) The most recent Participation Agreement making
Retirement elections which is filed with the Administrative
Committee at least one year prior to a Participant's Retirement
shall supersede all previous and future Participation Agreements
on file and the entire amount in the Participant's Deferral
Account shall be distributed at Retirement in accordance with
such Retirement elections. If a Participant has never made a
valid affirmative election to defer payment of his/her Deferral
Account until Retirement but nevertheless has a Termination of
Employment following satisfaction of the definition of
Retirement, the remaining account balance of such Participant
(determined as of the most recent Valuation Date preceding such
termination) shall be distributed to him/her in five (5) equal
annual installments following Termination of Employment unless
the balance in his/her Deferral Account is less than $50,000 as
of such date in which case the balance shall then be distributed
in a lump sum.
Section 7.02 Retirement. Subject to Section 7.01(b)
and 7.04 hereof, if a Participant has elected to have the balance
of his/her Deferral Account distributed upon Retirement, the
account balance of the Participant (determined as of the most
recent Valuation Date preceding such Retirement) shall be
distributed upon Retirement in installments or a lump sum in
accordance with the Plan and as elected in the Participant
Agreement.
Section 7.03 In-Service Distributions. Subject to
Section 7.01(b) and Section 7.04 hereof, if a Participant has
elected to defer Eligible Compensation under the Plan for a
stated number of years, the account balance of the Participant
(determined as of the most recent
Valuation Date preceding such
Deferral Period) shall be distributed in installments or a lump
sum in accordance with the Plan and as elected in the Participant
Agreement.
Section 7.04 Other Than Retirement. Notwithstanding
the provisions of Section 7.02 and Section 7.03 hereof and any
Participation Agreement, if a Participant dies, has a Termination
of Employment or Disability prior to Retirement and prior to
receiving full payment of his/her Deferral Account(s), the
Company shall pay the remaining balance (determined as of the
most recent Valuation Date preceding such event) to the
Participant or the Participant's Beneficiary or Beneficiaries (as
the case may be) in a lump sum in cash only (notwithstanding
Section 7.01 hereof) as soon as practicable following the
occurrence of such event, unless the Administrative Committee in
its sole discretion determines otherwise. Subject to Section
6.02(a) hereof, the amount distributable under the preceding
sentence of this Section 7.04 shall be based on the Participant's
investment elections.
Section 7.05 Hardship Withdrawals. Notwithstanding
the provisions of Section 7.01 and any Participation Agreement, a
Participant shall be entitled to early payment of all or part of
the balance in his/her Deferral Account(s) in the event of an
Unforeseeable Emergency, in accordance with this Section 7.05. A
distribution pursuant to this Section 7.05 may only be made to
the extent reasonably needed to satisfy the Unforeseeable
Emergency need, and may not be made if such need is or may be
relieved (i) through reimbursement or compensation by insurance
or otherwise, (ii) by liquidation of the Participant's assets to
the extent such liquidation would not itself cause severe
financial hardship, or (iii) by cessation of participation in the
Plan. An application for an early payment under this Section
7.05 shall be made to the Administrative Committee in such form
and in accordance with such procedures as the Administrative
Committee shall determine from time to time. The determination
of whether and in what amount and form a distribution will be
permitted pursuant to this Section 7.05 shall be made by the
Administrative Committee.
Section 7.06 Voluntary Early Withdrawal.
Notwithstanding the provisions of Section 7.01 and any
Participation Agreement, a Participant shall be entitled to elect
to withdraw all of the balance in his/her Deferral Account(s) in
accordance with this Section 7.06 by filing with the
Administrative Committee such forms, in accordance with such
procedures, as the Administrative Committee shall determine from
time to time. As soon as practicable after receipt of such form
by the Administrative Committee, the Company shall pay an amount
equal to ninety percent of the balance in such Participant's
Deferral Account(s) (determined as of the most recent Valuation
Date preceding the date such election is filed) to the electing
Participant in a lump sum in cash, and the Participant shall
forfeit the remainder of such Deferral Account(s). All
Participation Agreements previously filed by a Participant who
elects to make a withdrawal under this Section 7.06 shall be null
and void after such election is filed (including without
limitation Participation Agreements with respect to Plan Years or
performance periods that have not yet been completed), and such a
Participant shall not thereafter be entitled to file any
Participation Agreements under the Plan with respect to the first
Plan Year that begins after such election is made.
Section 7.07 Payments in Connection with Change of
Control. Notwithstanding anything contained in this Plan to the
contrary, upon a Change of Control, the Company shall immediately
pay to each Participant in a lump sum in cash the balance in
his/her Deferral Account(s) (determined as of the most recent
Valuation Date preceding the Change of Control).
Section 7.08 Withholding of Taxes. Notwithstanding
any other provision of this Plan, the Company shall withhold from
payments made hereunder any amounts required to be so withheld by
any applicable law or regulation.
ARTICLE VIII
BENEFICIARY DESIGNATION
Section 8.01 Beneficiary Designation. Each
Participant shall have the right, at any time, to designate any
person, persons or entity as his Beneficiary or Beneficiaries. A
Beneficiary designation shall be made, and may be amended, by the
Participant by filing a written designation with the
Administrative Committee, on such form and in accordance with
such procedures as the Administrative Committee shall establish
from time to time.
Section 8.02 No Beneficiary Designation. If a
Participant fails to designate a Beneficiary as provided above,
or if all designated Beneficiaries predecease the Participant,
then the Participant's Beneficiary shall be deemed to be the
Participant's estate.
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
Section 9.01 Amendment. The Board or the Executive
Committee may at any time amend this Plan in whole or in part,
provided, however, that no amendment shall be effective to
decrease the balance in any Deferral Account as accrued at the
time of such amendment, nor shall any amendment otherwise have a
retroactive effect.
Section 9.02 Company's Right to Terminate. The Board
or the Executive Committee may at any time terminate the Plan
with respect to future Participation Agreements. The Board or
the Executive Committee may also terminate the Plan in its
entirety at any time for any reason, including without limitation
if, in its judgment, the continuance of the Plan, the tax,
accounting, or other effects thereof, or potential payments
thereunder would not be in the best interests of the Company, and
upon any such termination, the Company shall immediately pay to
each Participant in a lump sum the accrued balance in his
Deferral Account (determined as of the most recent Valuation Date
preceding the termination date).
ARTICLE X
MISCELLANEOUS
Section 10.01 Unfunded Plan. This Plan is intended to
be an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management
or highly compensated employees, within the meaning of Section
401 of ERISA. All payments pursuant to the Plan shall be made
from the general funds of the Company and no special or separate
fund shall be established or other segregation of assets made to
assure payment. No Participant or other person shall have under
any circumstances any interest in any particular property or
assets of the Company as a result of participating in the Plan.
Notwithstanding the foregoing, the Company may (but shall not be
obligated to) create one or more grantor trusts, the assets of
which are subject to the claims of the Company's creditors, to
assist it in accumulating funds to pay its obligations under the
Plan.
Section 10.02 Nonassignability. Except as
specifically set forth in the Plan with respect to the
designation of Beneficiaries, neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts,
if any, payable hereunder, or any part thereof, which are, and
all rights to which are, expressly declared to be unassignable
and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.
Section 10.03 Validity and Severability. The inval
idity or unenforceability of any provision of this Plan shall not
affect the validity or enforceability of any other provision of
this Plan, which shall remain in full force and effect, and any
prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
Section 10.04 Governing Law. The validity, inter
pretation, construction and performance of this Plan shall in all
respects be governed by the laws of the State of Connecticut,
without reference to principles of conflict of law, except to the
extent pre-empted by federal law.
Section 10.05 Employment Status. This Plan does not
constitute a contract of employment or impose on the Participant
or the Company any obligation for the Participant to remain an
employee of the Company or change the status of the Participant's
employment or the policies of the Company and its affiliates
regarding termination of employment.
Section 10.06 Underlying Incentive Plans and Programs.
Nothing in this Plan shall prevent the Company from modifying,
amending or terminating the compensation or the incentive plans
and programs, including the Pitney Bowes Inc. Key Employees'
Incentive Plan, pursuant to which cash awards are earned and
which are deferred under this Plan.
Section 10.07 Severance. Notwithstanding anything to
the contrary herein the Executive Committee may, in its sole and
exclusive discretion, determine that the Deferral Account of a
Participant who has incurred a Termination of Employment and who
receives or will receive severance payments from the Company
shall be paid in installments, at such intervals as the Executive
Committee may decide.
Appendix A
Effective as of September 9, 1996, the deemed investment choices
under the Plan are as follows:
Mutual Funds
Merrill Lynch Capital Funds, Inc.
Merrill Lynch Global Allocation Fund, Inc.
Merrill Lynch Basic Value Fund, Inc.
Other
Merrill Lynch Equity Index Trust
Treasury Rate of Return
Pitney Bowes Phantom Share Fund
Pitney Bowes Stock Option