{"id":39449,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-pitney-bowes-inc-and-marc-c-breslawsky.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-pitney-bowes-inc-and-marc-c-breslawsky","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-pitney-bowes-inc-and-marc-c-breslawsky.html","title":{"rendered":"Employment Agreement &#8211; Pitney Bowes Inc. and Marc C. Breslawsky"},"content":{"rendered":"<pre>\n[Letterhead of Pitney Bowes]\n\n\n\nOctober 27, 2000\n\n\nMarc C. Breslawsky\n51 Eleven O'Clock Road\nWeston, Connecticut 06883\n\nRE: Letter of Agreement\n\nDear Marc:\n\nThis letter agreement is intended to set forth the commitments Pitney Bowes (the\n\"Company\") intends to undertake if the Company both establishes a new legal \nentity to operate the majority of the Company's existing Office Systems Division\nbusiness (the \"Business\") and spins off the Business in a separate transaction \nto be determined in the future. For purposes of this Agreement, the spin-off \nBusiness shall be referred to as \"Spinco.\"\n\nThe Company shall offer you the position of Chief Executive Officer of Spinco.\nDuring your employment with the Company, you agree to perform the duties of\nChief Executive Officer of Spinco in addition to your duties of Chief Operating\nOfficer of the Company without any additional compensation. Immediately prior to\nthe spin off of the Business in a separate transaction, you will assume the\nduties of the Chief Executive Officer of Spinco on a full-time basis and your\ncompensation, benefits and incentive package as the full-time Chief Executive\nOfficer of Spinco shall be as follows:\n\n     1.  Salary. Your annual salary shall be $825,000.\n\n     2.  Annual Incentive. You will be eligible to participate in Spinco's \nannual incentive compensation program. For the first full fiscal year of your \nemployment, you shall be entitled to a minimum incentive award of $577,500, the \nequivalent of 70% of your salary, and a maximum award of $1,072,500, the \nequivalent of 130% of your salary, depending upon the achievement of performance\ntargets established by Spinco's Board of Directors.\n\n     3.  Long-Term Incentive. You shall be eligible to participate in Spinco's \nLong-Term Incentive Plan. You shall be eligible for a minimum award of $625,000 \nand a maximum of award $1,250,000, depending upon Spinco's achievement of \nperformance goals established by the Board of Directors of Spinco for multi-year\ncycles. The payment\n\n \n[LOGO] Pitney Bowes\n\nshall be made at the end of each performance cycle in accordance with the terms \nof the plan.\n\n     4.  Equity. You may be granted stock options in Spinco at the discretion of\nSpinco's Board of Directors.\n\n     5.  Benefits. During the period of your employment, you shall be eligible \nto participate in Spinco's benefits programs which are made available to Spinco \nemployees of equal status.\n\n     6.  Welfare Benefits. During your employment, you and your eligible \ndependents shall be eligible to participate in Spinco's group medical and dental\nplans which are made available to Spinco employees of equal status.\n\nYou understand and agree that immediately prior to the spin-off, the terms and \nconditions of your employment with Spinco may be reflected in a formal written \ndocument, which would contain the compensation terms herein and would be subject\nto the approval of the Spinco Board following the spin-off. In the event the \nBusiness is not spun-off, this agreement imposes no further independent \nobligations upon the Company with respect to your employment or termination of \nemployment by the Company.\n\nThis agreement shall be effective as of the date you sign the agreement and \nshall continue in effect until you are notified in writing by me that the \nagreement ceases to be effective as of a date I shall specify in the notice.\n\n\nSincerely,\n\n\n\/s\/ Michael J. Critelli\nMichael J. Critelli\nChairman and \nChief Executive Officer\n\nAgreed to and Accepted by:\n\n\/s\/ Marc C. Breslawsky\n----------------------------\n Marc C. Breslawsky\n\n   11\/8\/00\n----------------------------\n DATE\n\n                                       2\n\n \n[LOGO] Pitney Bowes\n       Chairman of the Board\n       and Chief Executive Officer\n\n\nOctober 27, 2000\n\nMarc C. Breslawsky\n51 Eleven O'Clock Road\nWeston, Connecticut 06883\n\nRE:  Separation Agreement\n\nDear Marc:\n\nThis letter is intended to provide you with the Company's understanding of how \nthe Separation Agreement between you and the Company dated October 27, 2000 (the\n\"Separation Agreement\") will affect certain employee and executive benefit and \nincentive plans and programs in which you participate if you incur a termination\nof employment pursuant to the Separation Agreement. This letter will also serve \nas the Company's commitment to administer these plans and programs in the manner\nset forth below. The defined terms in this letter have the meanings that are \ncontained in the Separation Agreement unless a term is more specifically defined\nin this Agreement.\n\nStock Options.\n-------------\n\nAs of the Registration Date, all outstanding stock options granted to you prior \nto October 20, 2000 pursuant to the Company's 1991 Stock Plan or any successor \nplan shall remain exercisable in accordance with their existing terms. Such \noptions shall expire on their stated expiration date; provided, however, options\ngranted prior to 1999 will expire on the earlier of (i) the fourth anniversary \nof your termination from the Company or any company that is a spin-off of the \nCompany, as defined in the 1991 Stock Plan (a \"Spin Off\"), whichever occurs \nlater, and (ii) their original term.\n\nThe special option granted on October 20, 2000 (\"Accelerated Option Grant\") \nshall vest and be exercisable in accordance with the terms and conditions set \nforth in your award agreement. Such terms shall include a provision requiring \nthe forfeiture of the entire Accelerated Option Grant if you retire or \nvoluntarily resign from the Company or the Spin Off, prior to February 1, 2002. \nIf you retire or voluntarily resign from the Company or the Spin-off on or after\nFebruary 1, 2002, the Accelerated Option Grant shall become immediately 100% \nvested and exercisable as of such retirement or voluntary resignation.\n\nIf you are terminated pursuant to Section 3 of the Separation Agreement prior to\nFebruary 1, 2002, the entire Accelerated Option Grant shall be immediately 100%\n\n                                       1\n\n \n[LOGO] Pitney Bowes\n\n\nvested and exercisable as of the date of such termination. For purposes of the \n1991 Stock Plan and options granted to you thereunder, your termination of \nemployment from the Company as a result of your employment with the Spin Off \nshall not be treated as a retirement or other termination of employment from the\nCompany. The 1991 Stock Plan will be amended to reflect the terms and conditions\nof the Accelerated Option Grant and other commitments described herein, \nincluding the retirement, termination of employment, vesting and exercise \ntreatment with respect to the Spin Off.\n\nThe treatment of your stock options following the execution of the Separation \nAgreement do not differ from that of any similarly situated executive of the \nCompany.\n\nDeferred Incentive Savings Plan\n-------------------------------\n\nThe Company will pay you as soon as practicable following the Resignation Date a\nlump sum amount in cash equal to the balance of your accounts under the Deferred\nIncentive Savings Plan pursuant to the payment provisions of the plan.\n\nRetirement Plans\n----------------\n\nThe Company will treat your retirement plan benefits in the following manner:\n\n(a)  401(k) Plan\n\nAs of the Resignation Date, your participation in and contributions to the \nPitney Bowes 401(k) Plan (\"401(k) Plan\") will cease. Your rights to a \ndistribution, rollover, forms of payment and deferral regarding your account \nbalance will be determined in accordance with the terms of the 401(k) Plan.\n\n(b)  Pension Plan\n\nYou will be credited during your Severance Period with service through March 31,\n2004 in lieu of actual years of service with the Company for all purposes under \nthe Pitney Bowes Pension Plan, including determining your basic pension benefit \nand any transition credits to which you may be entitled under the Pension Plan. \nYour severance payment under Section 3 of the Separation Agreement and any PBC \nincentive award under Section 4(a) of the Separation Agreement will be credited \nas pensionable earnings. Any CIU payment made under Section 4(b) of the \nSeparation Agreement will not be credited as pensionable earnings  in accordance\nwith the plan's existing provisions. If, after providing the service credit and \ndetermining pensionable earnings as described in the preceding sentences, your \npension benefit under the Pension Plan exceeds the limits imposed by the plan \nand applicable law, the excess amounts will be paid from the Pitney Bowes \nSupplemental Pension Plan (\"SERP\"). If your employment with the Company \ncontinues beyond March 31, 2004, you will continue to accrue pension benefits in\naccordance with the terms and conditions of the Pension Plan and SERP. The\n\n                                       2\n\n\n \n[LOGO]    [Pitney Bowes]\n\n          determination and payment of your pension benefits under the Pension\n          Plan and the SERP remain in all respects subject to the terms and\n          conditions of the respective plans.\n\n          Sincerely,                              \n                                                  \n          \/s\/ Michael J. Critelli                 \n          Michael J. Critelli                     \n          Chief Executive Officer                 \n                                                  \n                                                  \n          AGREED TO AND ACCEPTED BY               \n                                                  \n                                                  \n          \/s\/ Marc C. Breslawsky                  \n          ------------------------------          \n          Marc C. Breslawsky                      \n                                                  \n                                                  \n          10\/27\/00                                \n          ------------------------------          \n          Date                                     \n\n\n                                       3\n\n \n                             SEPARATION AGREEMENT\n\n     AGREEMENT dated as of October 27, 2000 between Pitney Bowes Inc., a \nDelaware corporation (the \"Company\"), and Marc C. Breslawsky (\"the Executive\").\n\n     WHEREAS, Marc C. Breslawsky is a valued executive of the Company;\n\n     WHEREAS, the Company considers it essential to the best interests of its \nshareholders to provide the Company and the Executive with the protections of \nthis Agreement; and \n\n     WHEREAS, the parties desire to enter into this Agreement;\n\n     NOW, THEREFORE, in consideration of the premises and mutual covenants \nherein and for other good and valuable consideration, the parties agree as \nfollows:\n\n     SECTION 1  Definitions\n\n     For purposes of this Agreement, the following terms shall have the meanings\nindicated.\n\n     \"Board\" means the Board of Directors of the Company.\n\n     \"Cause\" means (i) the Executive's conviction or plea of guilty or nolo \ncontendere to a felony or crime involving moral turpitude, dishonesty, breach of\ntrust or unethical business conduct or any crime involving the business of the \nCompany; (ii) the Executive, in the performance of his duties for the Company, \nto the material and demonstrable detriment of the Company, engaging in (A) \nwillful misconduct, (B) willful or gross neglect, (C) fraud, (D) \nmisappropriation, (E) embezzlement or (F) theft; (iii) the Executive's willfully\ndisobeying the directions of the Board to adhere to the policies and practices \nof the Company or to devote substantially all of his business time and effort to\nthe Company; (iv) the breach of this Agreement in any material respect, if such \nbreach remains uncured (if curable) for a period of thirty (30) days following \nwritten notice by the Company of such breach; or (v) the Executive's \nacknowledgment in writing in any agreement or stipulation to, or the \nadjudication in, any civil suit, of the commission of any theft, embezzlement, \nfraud, or other intentional act of dishonesty involving any other person. No act\nor failure to act on the Executive's part shall be deemed willful unless done or\nomitted to be done by the Executive not in good faith and without reasonable \nbelief that the Executive's action or omission was in the best interest of the \nCompany.\n\n     \"Resignation Date\" means the date that the Executive terminates employment \nwith the Company at the Company's request in its sole discretion and resigns \nfrom all positions and directorships within the Company, including, but not \nlimited to, a termination of employment with the Company as a result of \nemployment with a division\n\n\n \nor subsidiary that has been divested, spun-off, split-off, or sold by the \nCompany (\"the Divested Entity\").\n\n     SECTION 2  Term of Agreement\n\n     This Agreement shall be in effect from the date hereof.\n\n     SECTION 3  Severance\n\n     (a)  If the Executive's employment with the Company is terminated by the \nCompany at its request in its sole discretion without Cause (other than by\nreason of disability or death), the Company shall pay the Executive cash \ncompensation in the amount of $2,805,000, which is equal to the sum of two (2) \ntimes his current base salary plus 140% of his base salary. If the Executive's \nemployment is terminated hereunder prior to April 1, 2002, the payment shall be \nmade in equal monthly installments over the period from the Resignation Date \nthrough March 31, 2004. If the Executive's employment is terminated hereunder on\nor after April 1, 2002, the payment shall be made in equal monthly installments \nover a two year period beginning on the Resignation Date. The period during \nwhich the payment hereunder is made shall be referred to in this Agreement as \nthe (the \"Severance Period\").\n\n     (b)  The severance payments to be made under this Section 3 shall be in \nlieu of any severance pay to which the Executive may otherwise be entitled under\nthe Company's severance plans and practices; provided, however, that in the \nevent of a change of control of the Company the Executive may be entitled to \ncertain rights that exist under the Company's Senior Executive Severance Policy,\nwhich rights would be offset by the severance payments made to the Executive \nunder Section 3 hereof.\n\n     SECTION 4  Other Incentives\n\n     (a)  The Executive shall be eligible for a pro-rated PBC incentive award\npursuant to the Company's Key Employee Incentive Plan (\"the KEIP\") based on the\nnumber of whole months of service completed with the Company by the Executive \nduring the year in which the Resignation Date occurs. The payment shall be made \nat the time such incentive awards are paid to actively employed senior \nexecutives in accordance with the terms of the KEIP. It is understood that the \nExecutive has no entitlement to the PBC incentive award described hereunder and \nthat the determination to pay the Executive such PBC incentive award is made at\nthe sole discretion of the Board with the Executive's individual performance\nrating being based on the Company's overall performance rating.\n\n     (b)  The Company shall pay the Executive a payout of outstanding Cash \nIncentive Units (\"CIUs\") pursuant to the KEIP at the close of each respective \ncycle in accordance with the terms of KEIP; provided, however, that such payout \nof CIUs shall be based on the Executive's total number of completed months of \nactive service with the Company during each 36 month CIU cycle and on the \nachievement of performance-based targets associated with the CIUs. For purposes \nof this prorated calculation, the targeted payout\n\n                                       2\n\n \nshall be multiplied by a fraction, the n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9539,9544],"class_list":["post-39449","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_companies-pitney-bowes-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39449","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39449"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39449"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39449"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39449"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}