EXHIBIT (iv)
Page 1 of 11
Pitney Bowes Severance Pay Plan
As Amended and Restated Effective January 1,
1999
FOR EBC APPROVAL JANUARY
2000
EXHIBIT (iv)
Page 2 of 11
Pitney Bowes Severance Pay Plan
(As Amended and Restated Effective
as of January 1,1999)
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I
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Purpose and Introduction
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The purpose of the Pitney Bowes
Severance Pay Plan is to provide income to Employees who are
involuntarily terminated by the Company for certain reasons. The
provisions of this Plan generally do not apply in the case of an
Employee’s voluntary termination. However, the Plan contains
provisions providing certain benefits to Employees who resign under
specified circumstances following a Change of Control. The Plan was
originally effective June 1988. The Plan is hereby amended and
restated effective as of January 1, 1999. Employees who terminated
employment prior to January 1, 1999 shall have any rights in the
Plan determined under the Plan document in effect prior to
January
1, 1999.
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A.
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“Board” means the board of directors
of Pitney Bowes Inc.
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B.
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“Cause” means with respect to the
Company, embezzlement, malfeasance, commission of a felony, the
non-performance of one’s job or duties as determined by the
Company in its sole discretion and acts of moral
turpitude.
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C.
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“Change of Control” means the
following where:
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(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 l3(d)(3) or l4(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, immediately
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 January 1,
1999, constitute the Board (as of such date, the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board, provided
EXHIBIT (iv)
Page 3 of 11
that any individual becoming a
director subsequent to January 1, 1999, 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 B
owes 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 B owes Inc.
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D.
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“Committee” means the Employee
Benefits Committee established by the Company.
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E.
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“Company” means Pitney Bowes Inc.
(and any successor entity) and the following related companies:
Pitney Bowes Credit Corporation, Pitney Bowes Management Services,
Inc. and Pitney Bowes Professional Services Inc.
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F.
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“Contract Employee” means an
employee who is employed by the Company pursuant to a written
agreement and who is employed only for the duration of a particular
project.
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G.
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“DSR Employees” means employees who
function at the district level and whose job responsibilities are
primarily limited to inspection, maintenance, delivery and pickup
of meters, collection of customer accounts payable, and maintenance
of the metered mail system under statutory requirements.
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H.
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“Employee” means any Employee who is
employed by the Company other than contract Employees, Leased
Employees, DSR Employees, PB Credit Union Employees, Temporary
Employees, Part-Time Employees and independent
contractors.
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For purposes of determining an
individual’s eligibility to participate in the plan, an
individual who is an independent contractor and is reclassified by
the Company, and governmental agency or a court as an employee for
any purpose, including for purposes of employment taxes and wage
withholding for Federal income taxes, shall not be eligible for
participation in the Plan for the period during which such
individual was an independent contractor. Subsequent participation
in the Plan by a reclassified employee shall be based on
eligibility requirements under the Plan then applicable to the
employee.
EXHIBIT (iv)
Page 4 of 11
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I.
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“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.
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J.
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“Executive Leadership Committee”
means the Company’s Executive Leadership Committee or a
similar successor committee.
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K.
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“Leased Employees” means any
individuals who meet the definition of “leased
employee” in Section 414(n) of the Internal Revenue Code, as
amended and related regulations.
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L.
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“Part-Time Employees” means
employees who regularly work less than 30 hours per
week.
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M.
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“Participant” means any Employee who
is covered by the Plan.
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N.
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“Pay” means the base rate of pay
(including merit rating and shift premium, where applicable) that
is effective on the last working day of employment. For sales
representatives, “Pay” will be the earnings paid to the
Employee during the preceding 12 months. The following items will
not be considered “Pay”: overtime, profit
sharing, compensation in lieu of vacation, suggestion awards,
special awards and prizes, adoption payments, severance payments,
relocation payments, referral payments, year-end override bonus,
performance-based compensation, cash incentive unit awards,
bonuses, or any forms of deferred compensation, and sales
representatives’ vacation pay, except in the case of Change
of Control, in which event, profit sharing and bonuses other than
performance-based compensation and cash incentive unit award shall
be considered “Pay” for purposes of this
Plan.
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O.
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“PB Credit Union Employee” means an
employee of the Pitney Bowes Credit Union.
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P.
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“PBC Employee” means any Employee
who is eligible for the Performance Based Compensation Program at
the Company.
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Q .
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“Pitney Bowes” means Pitney Bowes
Inc.
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R.
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“Plan” means the Pitney Bowes
Severance Pay Plan effective as of January 1, 1999, as amended and
restated from time to time.
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S.
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“Temporary Employees” means an
employee whose employment with the Company is intended to be for a
period not to exceed 12 months and whose work activity consists of
short-term projects other than as a Contract Employee.
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T.
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“Years of Service” means completed
years and months of service with Company based on the period of
service beginning with the Employee’s employment date (the
date he or she first performs an hour of service as an Employee) to
his or her termination date. The Employee shall continue to accrue
Years of Service during approved leaves of absence, military
service absences, paid holidays, paid vacations, temporary absences
due to illness or injury, disability, or any other reason, if
service is customarily accrued for purposes of the Pitney Bowes.
Pension Plan or the retirement plan of the Company’s
subsidiary for which the Employee works. In case of reemployment,
subsequent termination pay
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EXHIBIT (iv)
Page 5 of 11
entitlement will be based upon
credited service beginning on the date of rehire.
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A.
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Eligibility . Each Employee shall be entitled to severance
pay under the Plan payable in accordance with the applicable
severance benefit formula set forth in this Section III. A,
provided his or her employment is terminated by the Company for the
following reasons:
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1.
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The full or partial shutdown of a business or a
facility or department.
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2.
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The sale of all or part of a business of the
Company by means of a sale of assets or stock, or any form of
merger and reorganization where the Employee is not reemployed by
the Company or a subsidiary or division thereof or by the buyer of
the business.
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3.
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The elimination of the Employee’s job or
the consolidation or restructuring of his or her job functions on
account of reorganization.
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4.
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Employment termination within two years after a
Change of Control of the Company.
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5.
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In other circumstances deemed appropriate by the
Company in its sole discretion from time to time, subject to
Section III. C. hereof
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B.
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Exception . Notwithstanding any other provision hereunder,
an Employee shall not be eligible for severance pay hereunder
if
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1.
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Prior to or immediately after termination other
than for reasons set forth in Section III.A.2. he or she is offered
a comparable job with another subsidiary, division, or unit of the
Company, except that an offer of continued employment or
reemployment after a Change of Control shall be subject to the
limitations set forth in Section IV. E. herein;
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2.
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Within 60 days of termination for reasons set
forth in Section III. A.2., he or she is offered a comparable job
with another subsidiary, division or unit of the Company, except
that an offer of continued employment or reemployment after a
Change of Control shall be subject to the limitations set forth in
Section IV. E. herein; or
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3.
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The Employee is terminated for Cause.
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C.
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Release . Notwithstanding any other provision hereunder
to the contrary, any additional discretionary payments made
pursuant to Section III.A.5. and Section IVA. may at the
Company’s discretion be conditioned on the Employee’s
signing a waiver or release of claims to the satisfaction of the
company.
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EXHIBIT (iv)
Page 6 of 11
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A.
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Base Formula . Pursuant to Section III.A., the Company shall
pay a minimum of one week of Pay for each completed full Year of
Service (and prorated week of Pay for each completed pa
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