{"id":39450,"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-mark-flynn.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-pitney-bowes-inc-and-mark-flynn","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-pitney-bowes-inc-and-mark-flynn.html","title":{"rendered":"Employment Agreement &#8211; Pitney Bowes Inc. and Mark Flynn"},"content":{"rendered":"<pre>\n[LOGO] Pitney Bowes\n      \n       President and\n       Chief Operating Officer\n       \nMarch 2, 2001\n\n\nMr. Mark Flynn\n22 Manor Rd.\nRidgefield, CT 06877\n\nRe: Letter of Agreement\n\nDear Mark:\n\nIn the event Pitney Bowes both establishes a new legal entity to operate the \nmajority of the Company's existing Office Systems Division business (the \n\"Businesses\") and spins off the Business in a separate transaction to be \ndetermined in the future, and you are an employee in good standing of Pitney \nBowes Inc., you will be offered the position set forth herein. For purposes of \nthis Agreement, the spun-off Business shall be referred to as \"Spinco.\"\n\nImmediately prior to the spin off of the Business, you will be offered the\nposition of Vice President and General Counsel of Spinco. Your compensation,\nbenefits and incentive package as Vice President and General Counsel of Spinco,\nsubject to approval of the Spinco Board of Directors, will be as follows:\n\n1.  Salary. Your annual salary will be $225,000\n\n2.  Annual Incentive. You will be eligible to participate in Spinco's annual\n    incentive compensation program. The target award for your position will be\n    35% of your salary, and the maximum award opportunity will be 70% of your\n    salary. The actual award will be earned on the basis of the achievement of\n    various objectives established by Spinco's Board of Directors for your\n    position and Spinco.\n\n3.  Equity. You may be granted stock options in Spinco at the discretion of\n    Spinco's Board of Directors. Such stock option recommendations will be at a\n    range consistent with your position as Vice President and General Counsel.\n\n1 Elmcroft Road Stamford, CT 06926-0700 (203) 351-6582\n\n \nPage 2\nMarch 2, 2001\n\n4.  Long Term Cash Incentive. You will be eligible to participate in Spinco's\n    Long Term Incentive Plan, with a target award opportunity of $50,000 and a\n    maximum award to be determined once the spin-off takes place.\n\n5.  Benefits. During the period of your employment, you will be eligible to\n    participate in Spinco's benefit programs made available to Spinco employees\n    of equal status.\n\n6.  Welfare Benefits. During your employment, you and your eligible depends will\n    be eligible to participate in Spinco's group medical and dental plans made\n    available to Spinco employees of equal status.\n\nThis Agreement will be effective as of the date you sign the Agreement and will \ncontinue in effect until you are notified in writing by me that the Agreement \nceases to be effective as of a date I will specify in the notice.\n\nPlease confirm your acceptance of this offer by signing and dating below and \nreturning a copy of this letter to my attention. This offer will expire on \nMarch 9, 2001.\n\nSincerely,\n\n\/s\/ Marc C. Breslawsky\nMarc C. Breslawsky\n\nMCB\/unh\n\nAccepted by:\n\n\/s\/ Mark S. Flynn\n----------------------\nMark S. Flynn\n\n        3\/5\/01\n----------------------\nDate\n\n \nPage 3\nMarch 2, 2001\n\n________________________________________________________________________________\n                             Terms and Conditions\n________________________________________________________________________________\n\n\n1.   Completion of a Patent and Confidential Agreement. - (Enclosed).\n\n2.   Completion of an Employee Medical Questionnaire. - (Enclosed).\n\n3.   Compliance, as an express condition of employment, with Pitney Bowes Drug\n     Free Workplace and Substance Policy Statement dated June 1, 1989, including\n     the passing of a drug screening test.\n\n4.   Provision of the proper immigration control forms (I-9). - (Enclosed).\n\nAs a matter of record, we do not wish to receive any confidential information \nconcerning any technical or other matters of which you might be aware as a \nresult of your employment with Wiggin &amp; Dana, its successors or any other party.\nYou will have to be the one who monitors this policy, and we will rely on your \ngood judgment.  We ask you to follow the guideline that, if at any time you are \nin doubt about whether or not to disclose any such matter, you resolve the \n                          ---\nsituation by not disclosing or discussing any information which could create a \npresent or future conflict for you or Pitney Bowes.\n\nYou have advised us that you are not under any current or former agreement which\nprohibits you from being employed by Pitney Bowes.  In addition, you understand \nand agree that your employment is \"at-will\", which means that you or Pitney \nBowes can end your employment at any time for any reason.\n\n \n[LOGO] Pitney Bowes\n       President and\n       Chief Operating Officer\n\nMarch 2, 2001\n\n\nMr. Mark S. Flynn\n22 Manor Road\nRidgefield, CT 06877\n\n\nDear Mark:\n\nI am pleased to confirm my offer to you to join Pitney Bowes Inc. (PBI) as \nExecutive Consultant, reporting directly to me.  You are being retained on a \ntemporary basis to assist PBI in the formation and subsequent spin off of the \nOffice Systems businesses into a separate entity (\"Spinco\").  It is anticipated \nthat this project will be completed by end of the third quarter 2001.  The terms\nof your compensation and benefits package are as follows:\n\n1.   You will be paid on a semi-monthly basis at an annual base salary rate of \n     $225,000.\n\n2.   You are eligible to earn an annual incentive award with a target\n     opportunity of 35% of base salary, and a maximum of 70% based on your\n     employment both with PBI and Spinco, payable in February 2002. The actual\n     payment will be determined on the basis of your individual performance as\n     well as the performance of Office Systems and Spinco.\n\n3.   You will be eligible for a flexible benefits program on the first day of \n     the month following your start of employment.\n\nThis offer is contingent upon the provisions outlined in the attached document \n(Terms and Conditions).\n\n\n1 Elmcroft Road Stamford, CT 06525-0700 (203) 351-6582\n\n \nPage 2\nMarch 2, 2001\n\n\nMark, we are confident that the position will be challenging and rewarding; that\nyou will make significant contributions; and that you will achieve personal \nsuccess in Pitney Bowes.\n\nPlease confirm your acceptance of this offer by signing and dating below and \nreturning a copy of this letter to my attention.  This offer will expire on \nMarch 9, 2001.\n\nSincerely,\n\n\n\/s\/ Marc C. Breslawsky\n\n\nMarc C. Breslawsky\n\n\nMCB\/tmh\n\nC:  Corporate Compensation\n\n\nAttachment:  Terms &amp; Conditions\n\n\nAccepted by:\n\n\n\/s\/ Mark S. Flynn\n-----------------------------\nMark S. Flynn\n\n\n3\/5\/01\n-----------------------------\nDate\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-39450","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\/39450","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=39450"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39450"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39450"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39450"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}