{"id":42245,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-pitney-bowes-inc-and-imagistics.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-pitney-bowes-inc-and-imagistics","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/distribution-agreement-pitney-bowes-inc-and-imagistics.html","title":{"rendered":"Distribution Agreement &#8211; Pitney Bowes Inc. and Imagistics International Inc."},"content":{"rendered":"<pre>                             DISTRIBUTION AGREEMENT\n\n                                     between\n\n                                Pitney Bowes Inc.\n\n                                       and\n\n                          Imagistics International Inc.\n\n                          Dated as of November 1, 2001\n\n\n\n\n                                    ARTICLE 1\n                                   DEFINITIONS\n\nSection 1.01.  Definitions...................................................1\n\n                                    ARTICLE 2\n                           CONTRIBUTIONS TO IMAGISTICS\n\nSection 2.01.  Contribution of Contributed Subsidiaries......................6\nSection 2.02.  Transfers of Certain Assets; Assumption of Certain \n                Liabilities..................................................7\nSection 2.03.  Agreement Relating to Consents Necessary to Transfer Assets...7\n\n                                    ARTICLE 3\n                                THE DISTRIBUTION\n\nSection 3.01.  Cooperation Prior to the Distribution.........................8\nSection 3.02.  Pitney Bowes Board Action; Conditions Precedent to the\n                Distribution.................................................8\nSection 3.03.  The Distribution..............................................9\nSection 3.04.  Subdivision of Imagistics Common Stock to Accomplish the\n                Distribution.................................................9\nSection 3.05.  Fractional Shares............................................10\n\n                                    ARTICLE 4\n                                 INDEMNIFICATION\n\nSection 4.01.  Imagistics Indemnification of the Pitney Bowes Group.........10\nSection 4.02.  Pitney Bowes Indemnification of Imagistics Group.............11\nSection 4.03.  Insurance; Third Party Obligations; Tax Benefits.............11\nSection 4.04.  Notice and Payment of Claims.................................11\nSection 4.05.  Notice and Defense of Third-Party Claims.....................12\nSection 4.06.  Contribution.................................................13\nSection 4.07.  Non-Exclusivity of Remedies..................................14\n\n                                    ARTICLE 5\n                          EMPLOYEE MATTERS AND SERVICES\n\nSection 5.01.  Employee Matters Generally...................................14\nSection 5.02.  Restriction on Solicitation or Employment of Employees.......14\nSection 5.03.  Notification of Termination of Employees.....................14\n\n\n\n\n                                    ARTICLE 6\n                              ACCESS TO INFORMATION\n\nSection 6.01.  Provision of Corporate Records...............................14\nSection 6.02.  Access to Information........................................15\nSection 6.03.  Litigation Cooperation.......................................15\nSection 6.04.  Reimbursement................................................15\nSection 6.05.  Retention of Records.........................................15\nSection 6.06.  Confidentiality..............................................16\nSection 6.07.  Inapplicability of Article 6 to Tax Matters..................16\n\n                                    ARTICLE 7\n                     CERTAIN OTHER AGREEMENTS AND COVENANTS\n\nSection 7.01.  Amounts Payable and Intercompany Accounts....................16\nSection 7.02.  Covenants Not to Compete.....................................17\nSection 7.03.  Further Assurances and Consents..............................18\n\n                                    ARTICLE 8\n                                  MISCELLANEOUS\n\nSection 8.01.  Notices......................................................19\nSection 8.02.  Amendments; No Waivers.......................................20\nSection 8.03.  Expenses.....................................................20\nSection 8.04.  Insurance Matters............................................20\nSection 8.05.  Successors and Assigns.......................................22\nSection 8.06.  Governing Law................................................22\nSection 8.07.  Counterparts; Effectiveness..................................22\nSection 8.08.  Entire Agreement.............................................23\nSection 8.09.  Tax Separation Agreement.....................................23\nSection 8.10.  Jurisdiction.................................................23\nSection 8.11.  Existing Arrangements........................................23\nSection 8.12.  Termination Prior to the Distribution........................23\nSection 8.13.  Termination After the Distribution...........................24\nSection 8.14.  Severability.................................................24\nSection 8.15.  Survival.....................................................25\nSection 8.16.  Captions.....................................................25\nSection 8.17.  Specific Performance.........................................25\n\nSchedule 2.01   --    Contributed Subsidiaries\nSchedule 4.04   --    Non-Income Tax Claims\nSchedule 5.01   --    Employee Matters\n\n                                       ii\n\n\n\n                                    EXHIBITS\n\nExhibit A         Tax Separation Agreement\nExhibit B         Transition Services Agreement\nExhibit C         Intellectual Property Agreement\nExhibit D         Pitney Bowes Management Services Reseller Agreement\nExhibit E         Pitney Bowes of Canada Ltd. Reseller Agreement\nExhibit F         Vendor Financing Agreement\nExhibit G-1       Form of Assignment and Novation Agreements\nExhibit G-2       Form of Sublease Agreements\nExhibit G-3       Form of Sublease and License Agreements\n\n\n                                      iii\n\n\n                             DISTRIBUTION AGREEMENT\n\n     DISTRIBUTION AGREEMENT dated as of November 1, 2001 (the \"Agreement\")\nbetween Pitney Bowes Inc., a Delaware corporation (\"Pitney Bowes\"), and\nImagistics International Inc., a Delaware corporation (\"Imagistics\").\n\n                              W I T N E S S E T H:\n                              - - - - - - - - - -\n\n     WHEREAS, Pitney Bowes, acting through the Imagistics Group (as defined\nherein), currently conducts a number of businesses, including providing document\nimaging solutions through copiers, facsimile machines, multi-functional products\nand other related products.\n\n     WHEREAS, Pitney Bowes has determined to transfer certain assets to\nImagistics and cause Imagistics to assume certain Liabilities (as defined\nherein) of Pitney Bowes;\n\n     WHEREAS, the Board of Directors of Pitney Bowes has authorized the\ndistribution to the holders of the issued and outstanding shares of common\nstock, par value $.01 per share, of Pitney Bowes (together with the associated\npreferred share purchase rights, the \"Pitney Bowes Common Stock\") as of the\nrecord date of 100% of the issued and outstanding shares of common stock, par\nvalue $.01 per share, of Imagistics (together with the associated preferred\nshare purchase rights, the \"Imagistics Common Stock\"), on the basis of 0.08\nshares of Imagistics Common Stock for each one share of Pitney Bowes Common\nStock (the \"Distribution\"); and\n\n     WHEREAS, the parties hereto have determined to set forth the principal\ncorporate and other transactions required to effect the Distribution and to set\nforth other agreements that will govern certain other matters prior to and\nfollowing the Distribution.\n\n     NOW, THEREFORE, in consideration of the mutual covenants contained in this\nAgreement, the parties hereby agree as follows:\n\n\n\n                                    ARTICLE 1\n                                   DEFINITIONS\n\n     Section 1.01. Definitions. The following terms, as used herein, have the\nfollowing meanings:\n\n\n\n\n     \"Action\" means any demand, claim, suit, action, arbitration, inquiry,\ninvestigation or other proceeding by or before or any Governmental Authority or\nany arbitration or mediation tribunal.\n\n     \"Affiliate\" means, with respect to any Person, any Person directly or\nindirectly controlling, controlled by, or under common control with, such other\nPerson; provided, however, that for purposes of this Agreement, any Person who\nwas a member of both Groups prior to the Distribution shall be deemed to be an\nAffiliate only of the Group of which such Person is a member following the\nDistribution. For the purposes of this definition, \"control\" means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of a Person, whether through the\nownership of voting securities, by contract or otherwise; and the terms\n\"controlling\" and \"controlled\" have meanings correlative to the foregoing. Any\ncontrary provision of this Agreement notwithstanding, neither Pitney Bowes nor\nany of its Subsidiaries shall be deemed to be an Affiliate of Imagistics.\n\n     \"Agreement\" has the meaning set forth in the preamble hereto, as such\nagreement may be amended and supplemented from time to time in accordance with\nits terms.\n\n     \"Ancillary Agreement\" means each of the Tax Separation Agreement, the\nTransition Services Agreement, the Intellectual Property Agreement, the Reseller\nAgreements, the Vendor Financing Agreement, the Assignment and Novation\nAgreements, the Sublease Agreements, the Sublease and License Agreements and the\nCredit Agreement.\n\n     \"Assignment and Novation Agreements\" means the Assignment and Novation\nAgreements entered or to be entered into among Pitney Bowes, Imagistics and the\nseveral landlords party thereto in connection with the Distribution.\n\n     \"Canada Reseller Agreement\" means the Reseller Agreement dated as of the\ndate hereof between Pitney Bowes of Canada Ltd. and Imagistics.\n\n     \"Commission\" means the Securities and Exchange Commission.\n\n     \"Credit Agreement\" means the $225,000,000 Credit Agreement proposed to be\nentered into in connection with the Distribution, among Imagistics, the\nGuarantors party thereto, Merrill Lynch &amp; Co., Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated, as Lead Arranger, Sole Book-Runner and Syndication Agent,\nand Fleet Capital Corporation, as Administrative Agent, and Mizuho Financial\nGroup, as Documentation Agent, and the Lenders party thereto.\n\n     \"Distribution\" has the meaning set forth in the recitals to this Agreement.\n\n\n                                       2\n\n\n     \"Distribution Agent\" means EquiServe Trust Company, N.A.\n\n     \"Distribution Date\" means the day as of which the Distribution shall be\neffected.\n\n     \"Distribution Documents\" means all of the agreements and other documents\nentered into in connection with the Distribution as contemplated hereby,\nincluding, without limitation, this Agreement and the Ancillary Agreements.\n\n     \"Environmental Laws\" means any and all federal, state, local and foreign\nstatutes, laws, judicial decisions, regulations, ordinances, rules, judgments,\norders, decrees, codes, plans, permits, licenses and governmental restrictions,\nwhether now or hereafter in effect, relating to the environment, the effect of\nthe environment on human health or to emissions, discharges, releases,\nmanufacturing, storage, processing, distribution, use, treatment, disposal,\ntransportation or handling of pollutants, contaminants, petroleum or petroleum\nproducts, chemicals or industrial, toxic, radioactive or hazardous substances or\nwastes or the clean-up or other remediation thereof.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934, as amended, and\nthe rules and regulations promulgated thereunder.\n\n     \"Finally Determined\" means, with respect to any Action or other matter,\nthat the outcome or resolution of such Action or matter has been judicially\ndetermined by judgment or order not subject to further appeal or discretionary\nreview.\n\n     \"Form 10\" means the registration statement on Form 10 initially filed by\nImagistics (under its former name, Pitney Bowes Office Systems, Inc.) with the\nCommission on April 18, 2001 to effect the registration of Imagistics Common\nStock pursuant to the Exchange Act in connection with the Distribution, as such\nregistration statement may be amended or supplemented from time to time.\n\n     \"Group\" means, as the context requires, the Imagistics Group or the Pitney\nBowes Group.\n\n     \"Imagistics\" has the meaning set forth in the preamble.\n\n     \"Imagistics Balance Sheet\" means the most recent balance sheet of\nImagistics as reflected in the final Information Statement of Imagistics.\n\n     \"Imagistics Business\" means the business of Imagistics and its Subsidiaries\nas conducted by the office systems division of Pitney Bowes (except for the\nfacsimile business conducted by Pitney Bowes of Canada Ltd.) as of the\n\n\n                                       3\n\n\ndate hereof, including document imaging solutions and related products and\nmaintenance.\n\n     \"Imagistics Common Stock\" has the meaning set forth in the recitals to this\nAgreement.\n\n     \"Imagistics Group\" means Imagistics and its Subsidiaries as of and after\nthe Distribution Date (including all predecessors to such Persons).\n\n     \"Imagistics Liabilities\" means all (i) Liabilities of the Imagistics Group\nunder this Agreement, (ii) except for the liabilities accrued as of the\nDistribution Date to the accounts reflected on Schedule 2.02 and as otherwise\nspecifically provided herein or in any Ancillary Agreement, other Liabilities,\nwhether arising before, on or after the Distribution Date, of or relating to the\nImagistics Group or arising from or in connection with the conduct of the\nImagistics Business or the ownership or use of assets in connection therewith,\nincluding without limitation any Liabilities for Non-Income Taxes and any\nLiabilities arising under or relating to Environmental Laws, and (iii)\nLiabilities of the Imagistics Group set forth in Schedule 5.01 hereto.\nNotwithstanding the foregoing, \"Imagistics Liabilities\" shall exclude: (x) any\nLiabilities for Income Taxes (since such Liabilities shall be governed by the\nTax Separation Agreement), (y) any Liabilities specifically retained or assumed\nby Pitney Bowes pursuant to this Agreement.\n\n     \"Income Taxes\" has the meaning set forth in the Tax Separation Agreement.\n\n     \"Indemnified Party\" has the meaning set forth in Section 4.04.\n\n     \"Indemnifying Party\" has the meaning set forth in Section 4.04.\n\n     \"Information Statement\" means the Final Information Statement to be sent to\neach holder of Pitney Bowes Common Stock in connection with the Distribution.\n\n     \"Intellectual Property Agreement\" means the Intellectual Property Agreement\ndated as of the date hereof between Pitney Bowes and Imagistics.\n\n     \"IRS\" means the Internal Revenue Service.\n\n     \"Liabilities\" means any and all claims, debts, liabilities and obligations,\nabsolute or contingent, matured or not matured, liquidated or unliquidated,\naccrued or unaccrued, known or unknown, whenever arising, including all costs\nand expenses relating thereto, and including, without limitation, those debts,\nliabilities and obligations arising under this Agreement, any law, rule,\nregulation, any action, order, injunction or consent decree of any governmental\nagency or\n\n\n                                       4\n\n\nentity, or any award of any arbitrator of any kind, and those arising under any\nagreement, commitment or undertaking.\n\n     \"Losses\" means, with respect to any Person, any and all damage, loss,\nliability and expense incurred or suffered by such Person (including, without\nlimitation, reasonable expenses of investigation and reasonable attorneys' fees\nand expenses in connection with any and all Actions or threatened Actions).\n\n     \"Management Services Reseller Agreement\" means the Reseller Agreement dated\nas of the date hereof between Pitney Bowes Management Services and Imagistics.\n\n     \"Non-Income Taxes\" has the meaning set forth in the Tax Separation\nAgreement.\n\n     \"NYSE\" has the meaning set forth in Section 3.01.\n\n     \"Person\" means an individual, corporation, limited liability company,\npartnership, association, trust or other entity or organization, including a\ngovernmental or political subdivision or an agency or instrumentality thereof.\n\n     \"Pitney Bowes\" has the meaning set forth in the preamble.\n\n     \"Pitney Bowes Common Stock\" has the meaning set forth in the recitals to\nthis Agreement.\n\n     \"Pitney Bowes Group\" means Pitney Bowes and its Subsidiaries (other than\nany Subsidiary or member of, or other entity in, the Imagistics Group).\n\n     \"Pitney Bowes Liabilities\" means all Liabilities of the Pitney Bowes Group\nunder this Agreement, including the liabilities accrued as of the Distribution\nDate to the accounts reflected on Schedule 2.02 , except as otherwise\nspecifically provided herein or in any Ancillary Agreements, other Liabilities,\nwhether arising before, on or after the Distribution Date, of or relating to the\nPitney Bowes Group or arising from or in connection with the conduct of the\nbusinesses of the Pitney Bowes Group (other than the Imagistics Business) or the\nownership or use of assets in connection therewith, including without limitation\nany Liabilities arising under or relating to Environmental Laws. Notwithstanding\nthe foregoing, \"Pitney Bowes Liabilities\" shall exclude (x) any Liabilities for\nIncome Taxes (since such Liabilities shall be governed by the Tax Separation\nAgreement) and (y) any Liabilities specifically retained or assumed by\nImagistics pursuant to this Agreement.\n\n     \"Record Date\" means the date determined by Pitney Bowes' Board of Directors\n(or determined by a committee of such Board of Directors pursuant to authority\ndelegated to such committee by Pitney Bowes' Board of Directors) as\n\n\n                                       5\n\n\nthe record date for determining the holders of Pitney Bowes Common Stock\nentitled to receive the Distribution.\n\n     \"Restated Imagistics Charter\" has the meaning set forth in Section 3.02.\n\n     \"Securities Act\" means the Securities Act of 1933, as amended, and the\nrules and regulations promulgated thereunder.\n\n     \"Sublease Agreements\" means each of the Sublease Agreements entered or to\nbe entered into between Pitney Bowes and Imagistics.\n\n     \"Sublease and License Agreements\" means each of the Sublease Agreements\nentered or to be entered into between Pitney Bowes and Imagistics.\n\n     \"Subsidiary\" means, with respect to any Person, any other entity of which\nsecurities or other ownership interests having ordinary voting power to elect a\nmajority of the board of directors or other persons performing similar functions\nare at the time directly or indirectly owned by such Person.\n\n     \"Tax\" means Income Taxes and Non-Income Taxes, each as defined in the Tax\nSeparation Agreement.\n\n     \"Tax Separation Agreement\" means the Tax Separation Agreement dated as of\nthe date hereof between Pitney Bowes and Imagistics.\n\n     \"Third-Party Claim\" has the meaning set forth in Section 4.05.\n\n     \"Transfer\" has the meaning set forth in Section 2.02.\n\n     \"Transition Services Agreement\" means the Transition Services Agreement\ndated as of the date hereof between Pitney Bowes and Imagistics.\n\n     \"Vendor Financing Agreement\" means the Operating Agreement dated as of the\ndate hereof between Pitney Bowes Credit Corporation and Imagistics.\n\n                                   ARTICLE 2\n                           CONTRIBUTIONS TO IMAGISTICS\n\n     Section 2.01. Contribution of Contributed Subsidiaries. Prior to the\nDistribution Date, Pitney Bowes shall contribute or transfer to Imagistics or to\none or more wholly owned Subsidiaries of Imagistics, as specified by Imagistics,\nall the outstanding shares of capital stock of, or other ownership interests in,\neach of the subsidiaries set forth in Schedule 2.01 hereto.\n\n\n                                       6\n\n\n     Section  2.02.Transfers of Certain Assets; Assumption of Certain\nLiabilities. Prior to the Distribution Date, subject to receipt of any necessary\nconsents or approvals of third parties or of Governmental Authorities and\nsubject to Section 7.03, Pitney Bowes shall, or shall cause the relevant member\nof the Pitney Bowes Group to, assign, contribute, convey, transfer and deliver\n(\"Transfer\") to Imagistics or to one or more wholly-owned Subsidiaries of\nImagistics, as specified by Imagistics, all of the right, title and interest of\nPitney Bowes or such member of the Pitney Bowes Group in and to all assets held\nby any member of the Pitney Bowes Group that relate solely to the Imagistics\nBusiness (and not to the businesses of the Pitney Bowes Group including, without\nlimitation, all assets reflected in the Imagistics Balance Sheet, subject to\ntransactions in the ordinary course) and Imagistics shall assume and take\ntransfer of all Imagistics Liabilities.\n\n     Section 2.03. Agreement Relating to Consents Necessary to Transfer Assets.\nNotwithstanding anything in this Agreement to the contrary, this Agreement shall\nnot constitute an agreement to transfer or assign any asset or any claim or\nright or any benefit arising thereunder or resulting therefrom if an attempted\nassignment thereof, without the necessary consent of a third party, would\nconstitute a breach or other contravention thereof or in any way adversely\naffect the rights of Imagistics, or any member of the Imagistics Group, or\nPitney Bowes, or any member of the Pitney Bowes Group, thereunder. Imagistics\nand Pitney Bowes will, subject to Section 7.03, use, and cause the relevant\nmembers of the Imagistics Group or the Pitney Bowes Group, respectively, to use,\ntheir reasonable efforts to obtain the consent of any third party or any\nGovernmental Authority, if any, required in connection with the transfer or\nassignment pursuant to Section 2.02 of any such asset or any claim or right or\nany benefit arising thereunder. Until such required consent is obtained, or if\nsuch consent cannot be obtained, or an attempted assignment thereof would be\nineffective or would adversely affect the rights of the transferor thereunder so\nthat the intended transferee would not in fact receive all such rights,\nImagistics and Pitney Bowes will cooperate in a mutually agreeable arrangement\nunder which the intended transferee would obtain the benefits and assume the\nobligations thereunder in accordance with this Agreement, including (but not\nlimited to) sub-contracting, sub-licensing or sub-leasing to such transferee, or\nunder which the transferor would enforce for the benefit of the transferee and\n(except as otherwise provided herein or in any Ancillary Agreement) at the\ntransferee's expense any and all rights of the transferor against, with the\ntransferee assuming the transferor's obligations to, each third party thereto.\nIn the case of any Transfer involving a third party consent, the transferor\nshall not agree to any terms of transfer (without prior written consent of the\ntransferee) which have the effect of materially altering the rights or benefits\narising under any of the particular assets subject to the Transfer.\n\n\n                                       7\n\n\n                                    ARTICLE 3\n                                THE DISTRIBUTION\n\n     SECTION 3.01. Cooperation Prior to the Distribution. (a) Pitney Bowes and\nImagistics shall prepare, and Imagistics shall file with the Commission, the\nForm 10, which shall include the Information Statement, and which shall set\nforth appropriate disclosure concerning Imagistics and the Distribution. Pitney\nBowes and Imagistics shall use reasonable efforts to cause the Form 10 to become\neffective under the Exchange Act as soon as practicable. After the Form 10 has\nbecome effective, Pitney Bowes shall mail the Information Statement to the\nholders of Pitney Bowes Common Stock as of the Record Date.\n\n     (b) Pitney Bowes and Imagistics shall cooperate in preparing, filing with\nthe Commission and causing to become effective any registration statements or\namendments thereto that are appropriate to reflect the establishment of or\namendments to any employee benefit and other plans contemplated by this\nAgreement and the Ancillary Agreements.\n\n     (c) Pitney Bowes and Imagistics shall take all such action as may be\nnecessary or appropriate under the securities or blue sky laws of states or\nother political subdivisions of the United States and shall take reasonable\nefforts to comply with all applicable foreign securities laws in connection with\nthe transactions contemplated by this Agreement and the Ancillary Agreements.\n\n     (d) Imagistics shall prepare, file and pursue an application to permit\nlisting of the Imagistics Common Stock on the New York Stock Exchange, Inc.\n(\"NYSE\").\n\n     Section 3.02. Pitney Bowes Board Action; Conditions Precedent to the\nDistribution. Pitney Bowes' Board of Directors shall, in its discretion,\nestablish (or delegate authority to establish) the Record Date and the\nDistribution Date and any appropriate procedures in connection with the\nDistribution. In no event shall the Distribution occur unless the following\nconditions shall have been waived by Pitney Bowes or shall have been satisfied:\n\n          (i) the Form 10 shall have become effective under the Exchange Act;\n\n          (ii) the Imagistics Common Stock to be delivered in the Distribution\n     shall have been approved for listing on the NYSE, subject to official\n     notice of issuance;\n\n          (iii) the Board of Directors of Pitney Bowes shall be satisfied that\n     the Distribution will be made out of surplus within the meaning of Section\n     170 of the General Corporation Law of the State of Delaware;\n\n\n                                       8\n\n\n          (iv) Pitney Bowes' Board of Directors shall have approved the\n     Distribution and shall not have abandoned, deferred or modified the\n     Distribution at any time prior to the Record Date;\n\n          (v) the contributions referred to in Section 2.01 of this Agreement\n     shall have been effected and the parties hereto shall have complied with\n     Section 2.02 of this Agreement;\n\n          (vi) Imagistics' Board of Directors, as named in the Information\n     Statement, shall have been elected by Pitney Bowes, as sole stockholder of\n     Imagistics, and Imagistics' certificate of incorporation (the \"Restated\n     Imagistics Charter\") and bylaws, in substantially the forms filed as\n     exhibits to the Form 10, shall be in effect;\n\n          (vii) each of the Ancillary Agreements shall have been duly executed\n     and delivered by the parties thereto; and\n\n          (viii) Pitney Bowes shall have received a favorable ruling from the\n     Internal Revenue Service or a legal opinion from Pitney Bowes' counsel,\n     Davis Polk &amp; Wardwell, or another nationally recognized law firm, stating\n     that the Distribution qualifies as tax-free to Pitney Bowes and its\n     stockholders for United States federal income tax purposes.\n\n     SECTION 3.03. The Distribution. Subject to the terms and conditions set\nforth in this Agreement, (i) prior to the Distribution Date, Pitney Bowes shall\ndeliver to the Distribution Agent for the benefit of holders of record of Pitney\nBowes Common Stock on the Record Date, a stock certificate or certificates,\nendorsed by Pitney Bowes in blank, representing 100% of the outstanding shares\nof Imagistics Common Stock, (ii) the Distribution shall be effective on the\nDistribution Date and (iii) Pitney Bowes shall instruct the Distribution Agent\nto distribute, on or as soon as practicable after the Distribution Date, to each\nholder of record of Pitney Bowes Common Stock as of the Record Date 0.08 shares\nof Imagistics Common Stock for each one share of Pitney Bowes Common Stock so\nheld. Imagistics agrees to provide all certificates for shares of Imagistics\nCommon Stock that Pitney Bowes shall require (after giving effect to Sections\n3.04 and 3.05) in order to effect the Distribution.\n\n     Section 3.04. Subdivision of Imagistics Common Stock to Accomplish the\nDistribution. Effective upon the filing of the Restated Imagistics Charter with\nthe Secretary of State of the State of Delaware, each share of Imagistics Common\nStock then issued and outstanding shall, without any action on the part of the\nholder thereof, be subdivided and converted into that number of fully paid and\nnon-assessable shares of Imagistics Common Stock issued and outstanding equal to\nthe number of shares of Pitney Bowes Common Stock outstanding on the\n\n\n                                       9\n\n\nRecord Date times 0.08 divided by the number of shares of Imagistics Common\nStock outstanding immediately prior to such filing.\n\n     Section 3.05. Fractional Shares. No certificates representing fractional\nshares of Imagistics Common Stock will be distributed in the Distribution. The\nDistribution Agent will be directed to determine the number of whole shares and\nfractional shares of Imagistics Common Stock allocable to each holder of Pitney\nBowes Common Stock as of the Record Date. Upon the determination by the\nDistribution Agent of such number of fractional shares, as soon as practicable\nafter the Distribution Date, the Distribution Agent, acting on behalf of the\nholders thereof, shall sell such fractional shares for cash on the open market\nand shall disburse to each holder entitled thereto the appropriate portion of\nthe resulting cash proceeds (calculated by multiplying the average gross selling\nprice per share times the number of fractional shares allocable to such holder).\nPitney Bowes shall bear the cost of all commissions incurred in connection with\nthe sale of fractional shares pursuant to this Section 3.05.\n\n                                   ARTICLE 4\n                                 INDEMNIFICATION\n\n     Section 4.01. Imagistics Indemnification of the Pitney Bowes Group. (a)\nSubject to Section 4.03, on and after the Distribution Date, Imagistics shall\nindemnify, defend and hold harmless the Pitney Bowes Group and the respective\ndirectors, officers and Affiliates of each Person in the Pitney Bowes Group (the\n\"Pitney Bowes Indemnitees\") from and against any and all Losses incurred or\nsuffered by any of the Pitney Bowes Indemnitees arising out of, or due to the\nfailure of any Person in the Imagistics Group to pay, perform or otherwise\ndischarge, any of the Imagistics Liabilities.\n\n     (b) Subject to Section 4.03, on and after the Distribution Date, Imagistics\nshall indemnify, defend and hold harmless each of the Pitney Bowes Indemnitees\nfrom and against the failure of Imagistics to reimburse Pitney Bowes for the\nemployee benefit related costs, expenses and fees as set forth in Schedule 5.01\nhereof.\n\n     (c) Subject to Section 4.03, Imagistics shall indemnify, defend and hold\nharmless each of the Pitney Bowes Indemnitees and each Person, if any, who\ncontrols any Pitney Bowes Indemnitee within the meaning of either Section 15 of\nthe Securities Act or Section 20 of the Exchange Act from and against any and\nall Losses caused by any untrue statement or alleged untrue statement of a\nmaterial fact contained in the Form 10 or any amendment thereof or the\nInformation Statement (as amended or supplemented if Imagistics shall have\nfurnished any amendments or supplements thereto), or caused by any omission or\nalleged omission to state therein a material fact necessary to make the\nstatements therein,\n\n\n                                       10\n\n\nin the light of the circumstances under which they were made, not misleading,\nexcept insofar as such Losses are caused by any such untrue statement or\nomission or alleged untrue statement or omission arising out of information\nfurnished to Imagistics in writing by Pitney Bowes expressly for use therein.\n\n     Section 4.02. Pitney Bowes Indemnification of Imagistics Group. (a) Subject\nto Section 4.03, on and after the Distribution Date, Pitney Bowes shall\nindemnify, defend and hold harmless the Imagistics Group and the respective\ndirectors, officers and Affiliates of each Person in the Imagistics Group (the\n\"Imagistics Indemnitees\") from and against any and all Losses incurred or\nsuffered by any of the Imagistics Indemnitees and arising out of, or due to the\nfailure of any Person in the Pitney Bowes Group to pay, perform or otherwise\ndischarge, any of the Pitney Bowes Liabilities.\n\n     (b) Subject to Section 4.03, Pitney Bowes shall indemnify, defend and hold\nharmless each of the Imagistics Indemnitees and each Person, if any, who\ncontrols any Imagistics Indemnitee within the meaning of either Section 15 of\nthe Securities Act or Section 20 of the Exchange Act from and against any and\nall Losses caused by any untrue statement or alleged untrue statement of a\nmaterial fact contained in the Form 10 or any amendment thereof or the\nInformation Statement (as amended or supplemented if Imagistics shall have\nfurnished any amendments or supplements thereto), or caused by any omission or\nalleged omission to state therein a material fact necessary to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading, in each case to the extent, but only to the extent, that\nsuch Losses are caused by any such untrue statement or omission or alleged\nuntrue statement or omission arising out of information furnished to Imagistics\nin writing by Pitney Bowes expressly for use therein.\n\n     Section 4.03. Insurance; Third Party Obligations; Tax Benefits. Any\nindemnification pursuant to Sections 4.01 or 4.02 shall be paid net of the\namount of any insurance or other amounts that would be payable by any third\nparty to the Indemnified Party (as defined below) in the absence of this\nAgreement (irrespective of time of receipt of such insurance or other amounts)\nand net of any tax benefit to the Indemnified Party attributable to the relevant\npayment or Liability. Such indemnification shall be increased to reflect any tax\nliability of the indemnified party so that the indemnified party receives 100%\nof the after-tax amount of any payment or liability. It is expressly agreed that\nno insurer or any other third party shall be (i) entitled to a benefit it would\nnot be entitled to receive in the absence of the foregoing indemnification\nprovisions, (ii) relieved of the responsibility to pay any claims to which it is\nobligated or (iii) entitled to any subrogation rights with respect to any\nobligation hereunder.\n\n     Section 4.04. Notice and Payment of Claims. If any Pitney Bowes Indemnitee\nor Imagistics Indemnitee (the \"Indemnified Party\") determines that\n\n\n                                       11\n\n\nit is or may be entitled to indemnification by any party (the \"Indemnifying\nParty\") under Article 4 (other than in connection with any Action subject to\nSection 4.05), the Indemnified Party shall deliver to the Indemnifying Party a\nwritten notice specifying, to the extent reasonably practicable, the basis for\nits claim for indemnification and the amount for which the Indemnified Party\nreasonably believes it is entitled to be indemnified. The methodology for\ndetermining claims for indemnification related to sales, use and personal\nproperty taxes is set forth on Schedule 4.04 hereto. Within 30 days after\nreceipt of such notice, the Indemnifying Party shall pay the Indemnified Party\nsuch amount in cash or other immediately available funds unless the Indemnifying\nParty objects to the claim for indemnification or the amount thereof. If the\nIndemnifying Party does not give the Indemnified Party written notice objecting\nto such indemnity claim and setting forth the grounds therefor within such\n30-day period, the Indemnified Party shall give the Indemnifying Party an\nadditional notice of its claims for indemnification and if the Indemnifying\nParty does not give the Indemnified Party written notice objecting to such\nclaims within 10 days after receipt of such additional notice, the Indemnifying\nParty shall be deemed to have acknowledged its liability for such claim and the\nIndemnified Party may exercise any and all of its rights under applicable law to\ncollect such amount. In the event of such a timely objection by the Indemnifying\nParty, the amount, if any, that is Finally Determined to be required to be paid\nby the Indemnifying Party in respect of such indemnity claim shall be paid by\nthe Indemnifying Party to the Indemnified Party in cash within 15 days after\nsuch indemnity claim has been so Finally Determined. Notice and payment of all\nNon-Income Tax Claims shall be in accordance with the provisions of this\nAgreement and with a copy of the notice to:\n\n         Imagistics International Inc.\n         100 Oakview Drive\n         Trumbull, CT  06611\n         Telecopy: (203) 365-2349\n         Attention: Vice President-Tax\n\n     Section 4.05. Notice and Defense of Third-Party Claims. Promptly following\nthe earlier of (i) receipt of notice of the commencement by a third party of any\nAction against or otherwise involving any Indemnified Party or (ii) receipt of\ninformation from a third party alleging the existence of a claim against an\nIndemnified Party, in either case, with respect to which indemnification may be\nsought pursuant to this Agreement (a \"Third-Party Claim\"), the Indemnified Party\nshall give the Indemnifying Party written notice thereof. The failure of the\nIndemnified Party to give notice as provided in this Section 4.05 shall not\nrelieve the Indemnifying Party of its obligations under this Agreement, except\nto the extent that the Indemnifying Party is prejudiced by such failure to give\nnotice. Within 15 days after receipt of such notice, the Indemnifying Party may\n(i) by giving written notice thereof to the Indemnified Party, acknowledge\nliability for\n\n\n                                       12\n\n\nsuch indemnification claim and at its option elect to assume the defense of such\nThird-Party Claim at its sole cost and expense (except as provided for in\nSchedule 4.04) or (ii) object to the claim for indemnification set forth in the\nnotice delivered by the Indemnified Party pursuant to the first sentence of this\nSection 4.05; provided that if the Indemnifying Party does not within such\n15-day period give the Indemnified Party written notice objecting to such\nindemnification claim and setting forth the grounds therefor, the Indemnified\nParty shall give the Indemnifying Party an additional notice of its claims for\nindemnification and if the Indemnifying Party does not give the Indemnified\nParty written notice objecting to such claims within 10 days after receipt of\nsuch additional notice, the Indemnifying Party shall be deemed to have\nacknowledged its liability for such indemnification claim. If the Indemnifying\nParty has elected to assume the defense of a Third-Party Claim, (x) the defense\nshall be conducted by counsel retained by the Indemnifying Party and reasonably\nsatisfactory to the Indemnified Party, provided that the Indemnified Party shall\nhave the right to participate in such proceedings and to be represented by\ncounsel of its own choosing at the Indemnified Party's sole cost and expense;\nand (y) the Indemnifying Party may settle or compromise the Third Party Claim\nwithout the prior written consent of the Indemnified Party so long as such\nsettlement includes an unconditional release of the Indemnified Party from all\nclaims that are the subject of such Third Party Claim, provided that the\nIndemnifying Party may not agree to any such settlement pursuant to which any\nremedy or relief, other than monetary damages for which the Indemnifying Party\nshall be responsible hereunder, shall be applied to or against the Indemnified\nParty, without the prior written consent of the Indemnified Party, which consent\nshall not be unreasonably withheld. If the Indemnifying Party does not assume\nthe defense of a Third-Party Claim for which it has acknowledged liability for\nindemnification hereunder, the Indemnified Party may require the Indemnifying\nParty to reimburse it on a current basis for its reasonable expenses of\ninvestigation, reasonable attorneys' fees and reasonable out-of-pocket expenses\nincurred in defending against such Third-Party Claim and the Indemnifying Party\nshall be bound by the result obtained with respect thereto by the Indemnified\nParty; provided that the Indemnifying Party shall not be liable for any\nsettlement effected without its consent, which consent shall not be unreasonably\nwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the\namount, if any, for which the Indemnified Party is entitled to be indemnified\nhereunder within 15 days after such Third Party Claim has been Finally\nDetermined, in the case of an indemnity claim as to which the Indemnifying Party\nhas acknowledged liability or, in the case of any indemnity claim as to which\nthe Indemnifying Party has not acknowledged liability, within 15 days after such\nIndemnifying Party's objection to liability hereunder has been Finally\nDetermined.\n\n     Section 4.06. Contribution. If for any reason the indemnification provided\nfor in Section 4.01 or 4.02 is unavailable to any Indemnified Party, or\n\n\n                                       13\n\n\ninsufficient to hold it harmless, then the Indemnifying Party shall contribute\nto the amount paid or payable by such Indemnified Party as a result of such\nLosses in such proportion as is appropriate to reflect all relevant equitable\nconsiderations.\n\n     Section 4.07. Non-Exclusivity of Remedies. The remedies provided for in\nthis Article 4 are not exclusive and shall not limit any rights or remedies\nwhich may otherwise be available to any Indemnified Party at law or in equity.\n\n                                   ARTICLE 5\n                          EMPLOYEE MATTERS AND SERVICES\n\n     Section 5.01. Employee Matters Generally. With respect to employee matters\nand employee benefits arrangements, the parties hereto agree as set forth in\nSchedule 5.01.\n\n     Section 5.02. Restriction on Solicitation or Employment of Employees. For a\nperiod of two years following the Distribution Date, each of the Pitney Bowes\nGroup and the Imagistics Group agrees that (without the prior written consent of\nthe other) it will not, directly or indirectly, (i) solicit or otherwise attempt\nto induce or influence any employee of the other Group to terminate employment\nwith his or her then-current employer or (ii) employ any employee of the other\nGroup.\n\n     Notwithstanding the foregoing, if an employee of either Group is terminated\nor terminates employment within such two year period, the terminated employee\nmay be hired by the other Group at any time after 180 days following such\nemployee's termination; provided that the Group hiring such employee has not\nviolated the provisions of the immediately preceding paragraph with respect to\nsuch employee.\n\n     Section 5.03. Notification of Termination of Employees. Imagistics shall\nnotify Pitney Bowes in writing within seven business days of the date of\ntermination of employment of any Transferred Employee (as defined in Section 2\nof Schedule 5.01 hereof) from the Office System Group or a related company.\n\n                                   ARTICLE 6\n                              ACCESS TO INFORMATION\n\n     Section 6.01. Provision of Corporate Records. Immediately prior to or as\nsoon as practicable following the Distribution Date, each Group shall provide to\nthe other Group all documents, contracts, books, records and data (including but\nnot limited to minute books, stock registers, stock certificates and documents\nof title) in its possession relating to such other Group or such other Group's\nbusiness\n\n\n                                       14\n\n\nand affairs; provided that if any such documents, contracts, books, records or\ndata relate to both Groups or the business and operations of both Groups, each\nsuch Group shall provide to the other Group true and complete copies of such\ndocuments, contracts, books, records or data. Data stored in electronic form\nshall be provided in the format in which it existed at the Distribution Date\nand, if requested, in hard copy (at the expense of the requesting party), except\nas otherwise specifically set forth in this Agreement or any Ancillary\nAgreement.\n\n     Section 6.02. Access to Information. From and after the Distribution Date,\neach Group shall, for a reasonable period of time, afford promptly to the other\nGroup and its accountants, counsel and other designated representatives\nreasonable access during normal business hours to all documents, contracts,\nbooks, records, computer data and other data in such Group's possession relating\nto such other Group or the business and affairs of such other Group (other than\ndata and information subject to an attorney\/client or other privilege), insofar\nas such access is reasonably required by such other Group, including, without\nlimitation, for audit, accounting, litigation, regulatory compliance and\ndisclosure and reporting purposes.\n\n     Section 6.03. Litigation Cooperation. Each Group shall use reasonable\nefforts to make available to the other Group and its accountants, counsel, and\nother designated representatives, upon written request, its directors, officers,\nemployees and representatives as witnesses, and shall otherwise cooperate with\nthe other Group, to the extent reasonably required in connection with any Action\narising out of either Group's business and operations prior to the Distribution\nDate in which the requesting party may from time to time be involved.\n\n     Section 6.04. Reimbursement. Each Group providing information or witnesses\nto the other Group, or otherwise incurring any expense in connection with\ncooperating, under Sections 6.01, 6.02 or 6.03 shall be entitled to receive from\nthe recipient thereof, upon the presentation of invoices therefor, payment for\nall out-of-pocket costs and expenses as may be reasonably incurred in providing\nsuch information, witnesses or cooperation.\n\n     Section 6.05. Retention of Records. Except as otherwise required by law or\nagreed to in writing, each party shall, and shall cause the members of its\nrespective Group to, retain all information relating to the other Group's\nbusiness and operations in accordance with the past practice of such party.\nNotwithstanding the foregoing, any party may destroy or otherwise dispose of any\nsuch information at any time, provided that, prior to such destruction or\ndisposal, (i) such party shall provide not less than 90 days' prior written\nnotice to the other party, specifying the information proposed to be destroyed\nor disposed of and the scheduled date for such destruction or disposal, and (ii)\nif the recipient of such notice shall request in writing prior to the scheduled\ndate for such destruction or disposal that any of the information proposed to be\ndestroyed or disposed of be\n\n\n                                       15\n\n\ndelivered to such requesting party, the party proposing the destruction or\ndisposal shall promptly arrange for the delivery of such of the information as\nwas requested at the expense of the requesting party.\n\n     Section 6.06. Confidentiality. Each party shall hold and shall cause its\ndirectors, officers, employees, agents, consultants and advisors\n(\"Representatives\") to hold in strict confidence all information (other than any\nsuch information relating solely to the business or affairs of such party)\nconcerning the other party unless (i) such party is compelled to disclose such\ninformation by judicial or administrative process or, in the opinion of its\ncounsel, by other requirements of law or (ii) such information can be shown to\nhave been (A) in the public domain through no fault of such party or (B)\nlawfully acquired after the Distribution Date on a non-confidential basis from\nother sources. Notwithstanding the foregoing, such party may disclose such\ninformation to its Representatives so long as such Persons are informed by such\nparty of the confidential nature of such information and are directed by such\nparty to treat such information confidentially. If such party or any of its\nRepresentatives becomes legally compelled to disclose any documents or\ninformation subject to this Section, such party will promptly notify the other\nparty so that the other party may seek a protective order or other remedy or\nwaive such party's compliance with this Section. If no such protective order or\nother remedy is obtained or waiver granted, such party will furnish only that\nportion of the information which it is advised by counsel is legally required\nand will exercise its reasonable efforts to obtain reliable assurance that\nconfidential treatment will be accorded such information. Such party agrees to\nbe responsible for any breach of this Section by it and its Representatives.\n\n     Section 6.07. Inapplicability of Article 6 to Tax Matters. Notwithstanding\nanything to the contrary in Article 6, Article 6 shall not apply with respect to\ninformation, records and other matters relating to Taxes, all of which shall be\ngoverned by the Tax Separation Agreement.\n\n                                   ARTICLE 7\n                     CERTAIN OTHER AGREEMENTS AND COVENANTS\n\n     Section 7.01. Amounts Payable and Intercompany Accounts. (a) Prior to the\nDistribution, Imagistics shall pay to Pitney Bowes an amount equal to the sum of\n(i) $150,000,000 plus (ii) the aggregate amount of any additional funds advanced\nto the Imagistics Business by the Pitney Bowes Group between August 1, 2001 and\nthe Distribution Date. The amount of such payment which exceeds the net\nintercompany balance payable from Imagistics to Pitney Bowes shall be paid as a\ndividend.\n\n\n                                       16\n\n\n     (b) All intercompany receivable, payable and loan balances in existence as\nof the Distribution Date between the Pitney Bowes Group and Imagistics Group\nwill be settled by payment of the amount set forth in Section 7.01(a).\n\n     Section 7.02. Covenants Not to Compete. (a) In consideration of the\npromises and representations of Pitney Bowes under this Agreement, Imagistics\ncovenants and agrees that, for a period of two years following the Distribution\nDate, neither Imagistics nor any member of the Imagistics Group nor any of their\nrespective successors or assigns will, directly or indirectly, engage in, or\nhave any interest (including, as agent, partner, consultant or shareholder) in\nany other person, firm, corporation or other entity engaged in, any business\nactivities, in the United States, the United Kingdom, Canada and Europe,\ncompetitive with or similar or related to the business or products (current and\nfuture) of the Pitney Bowes Group, as reflected in Pitney Bowes' most recent\nstrategic plan dated March 2001 (the \"March 2001 Strategic Plan\") which includes\nthe facilities management business, as more fully described in paragraph (b)\nbelow.\n\n     (b) The parties hereby agree that Pitney Bowes is engaged in the facilities\nmanagement business. The parties further agree that the facilities management\nbusiness consists of on site, off site, near site and multiple client location\nfacilities management and outsourcing services aimed at providing total\nIntegrated Mail and Document Management, and Document Resource Planning\nsolutions defined as the delegation to a supplier of the creation, production,\nmailing or electronic transmission, or fulfillment of any type of printed or\nelectronic document. Included in this is mail center operations, mail delivery,\nliterature fulfillment and supplies management, shipping and receiving, network\nfax, on-line image retrieval, central reprographics, color copy, convenience\ncopy\/fleet management including asset management, microfilming, color print,\nprint-on-demand, network print, computer output to microfilm (COM), CD output\nand electronic scanning and indexing. The facilities management vendor may\nassign specific business functions to either a business specializing in those\nfunctions or one that offers the service as a complement to other offerings. The\nfacilities management vendor may acquire a customer's distributed network\nprinters, copiers and operating personnel and could be responsible for all\nmaintenance, network support services, equipment upgrades, staff training, and\nother activities. Notwithstanding the provisions of paragraph (a) above, the\nparties acknowledge that (x) Imagistics may, within the facilities management\nbusiness, engage in the business of selling, maintenance of and placing copier,\nfacsimile and multi-functional products that fax, copy, print and scan and\nrelated sales of software and supplies, even if this business competes with\nPitney Bowes' business; provided that (i) such competing business is the only\nactivity of Imagistics within the facilities management business and (ii) that\nsuch business is operated in a manner and on a scale substantially consistent\nwith past practice and the business of Imagistics as of the Distribution Date,\n(y) Imagistics may engage in such competing business to the extent required so\nthat Imagistics may fulfill its\n\n\n                                       17\n\n\nobligations under its existing contracts as of the Distribution Date and (z) to\nthe extent that Imagistics notifies Pitney Bowes of its desire to enter into a\nbusiness, pursuant to a specific contract or customer requirement, not otherwise\npermitted to be engaged in by Imagistics pursuant to Section 7.02 (a) or (b),\nPitney Bowes may consent to Imagistics' engaging in such competing business;\nprovided that such consent shall not be unreasonably withheld if but only if\nsuch competing business is limited to such specific contract or customer\nrequirement and is determined by Pitney Bowes to be outside the scale and scope\nof its facilities management business. In such case, Pitney Bowes will use\nreasonable efforts to respond to Imagistics' request in a timely manner.\n\n     (c) In consideration of the promises and representations of Imagistics\nunder this Agreement, Pitney Bowes covenants and agrees that, for a period of\ntwo years following the Distribution Date, neither Pitney Bowes nor any member\nof the Pitney Bowes Group nor any of their respective successors or assigns\nwill, directly or indirectly, engage in, or have any interest (including, as\nagent, partner, consultant or shareholder) in any other person, firm,\ncorporation or other entity engaged in, any business activities, in the United\nStates, the United Kingdom or Europe (except the marketing and maintenance of\ncopiers in the United Kingdom in a manner and on a scale substantially\nconsistent with past practice), competitive with the business or current\nproducts of the Imagistics Group as of the Distribution Date.\n\n     (d) Notwithstanding the preceding paragraphs, if either party acquires a\nfirm, corporation or other entity (the \"Acquired Business\") after the\nDistribution Date, that party may operate the Acquired Business in a manner\nsubstantially consistent with past practice, even if a portion of the Acquired\nBusiness is in competition with the other party's business; provided that the\ncompeting portion of the Acquired Business is incidental to the Acquired\nBusiness, taken as a whole.\n\n     (e) If Pitney Bowes at any time asserts that Imagistics is in violation of\nthe non-compete clause set forth in Section 7.02 of this Agreement, based on\nImagistics' engagement in business activities which Pitney Bowes believes to be\ncompetitive with or similar or related to business or products reflected in the\nMarch 2001 Strategic Plan, Imagistics shall be entitled to an audit of the March\n2001 Strategic Plan by a nationally-recognized auditing firm. The scope of any\nsuch audit shall be limited to a determination of Pitney Bowes' plans to enter\ninto any such business or offer any products that it asserts Imagistics has\nentered into or offered in violation of Section 7.02. All costs of any such\naudit shall be borne by the party against whom the dispute is resolved.\n\n     Section 7.03. Further Assurances and Consents. In addition to the actions\nspecifically provided for elsewhere in this Agreement, each of the parties\nhereto shall use its reasonable efforts to take, or cause to be taken, all\nactions, and to do, or cause to be done, all things, reasonably necessary,\nproper or advisable\n\n\n                                       18\n\n\nunder applicable laws, regulations and agreements or otherwise to consummate and\nmake effective the transactions contemplated by this Agreement, including but\nnot limited to using its reasonable efforts to obtain any consents and approvals\nand to make any filings and applications necessary or desirable in order to\nconsummate the transactions contemplated by this Agreement; provided that no\nparty hereto shall be obligated to pay any consideration therefor (except for\nfiling fees and other similar charges) to any third party from whom such\nconsents or approvals are requested or to take any action or omit to take any\naction if the taking of or the omission to take such action would be\nunreasonably burdensome to the party, its Group or its Group's business.\n\n                                   ARTICLE 8\n                                  MISCELLANEOUS\n\n     Section 8.01. Notices. All notices and other communications to any party\nhereunder shall be in writing (including telecopy or similar writing) and,\nexcept as noted, shall be deemed given when received addressed as follows:\n\n     If to Pitney Bowes, to:\n\n     Pitney Bowes Inc.\n     1 Elmcroft Road\n     Stamford, CT 06926-0700\n     Telecopy: (203) 351-7691\n     Attention: Amy C. Corn\n     Title: Vice President and Corporate Secretary\n\n     With a copy to:\n\n     Davis Polk &amp; Wardwell\n     450 Lexington Avenue\n     New York, New York  10017\n     Telecopy: (212) 450-4800\n     Attention: Sarah J. Beshar\n\n     If to Imagistics, to:\n\n     Imagistics International Inc.\n     100 Oakview Drive\n     Trumbull, CT  06611\n     Telecopy: (203) 365-7497\n     Attention: Chief Executive Officer\n\n\n                                       19\n\n\n     With a copy to:\n\n     Imagistics International Inc.\n     100 Oakview Drive\n     Trumbull, CT  06611\n     Telecopy: (203) 365-2353\n     Attention: General Counsel\n\nAny party may, by written notice so delivered to the other parties, change the\naddress to which delivery of any notice shall thereafter be made.\n\n     Section 8.02. Amendments; No Waivers. (a) Any provision of this Agreement\nmay be amended or waived if, and only if, such amendment or waiver is in writing\nand signed, in the case of an amendment, by Pitney Bowes and Imagistics, or in\nthe case of a waiver, by the party against whom the waiver is to be effective.\n\n     (b) No failure or delay by any party in exercising any right, power or\nprivilege hereunder shall operate as a waiver thereof nor shall any single or\npartial exercise thereof preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege. The rights and remedies herein\nprovided shall be cumulative and not exclusive of any rights or remedies\nprovided by law.\n\n     Section 8.03. Expenses. Except as specifically provided otherwise in this\nAgreement or any Ancillary Agreement, all costs and expenses incurred by the\nPitney Bowes Group in connection with the Distribution and related transactions\nshall be paid by Pitney Bowes, and all costs and expenses incurred by the\nImagistics Group in connection with the Distribution and related transactions\nshall be paid by Imagistics. Without limiting the foregoing, the parties agree\nthat Imagistics shall be responsible for and pay the fees, expenses and other\namounts payable to the lenders under Imagistics' credit facilities and all other\nfees and expenses incurred in connection therewith.\n\n     Section 8.04. Insurance Matters. (a) From and after the date of this\nAgreement, Imagistics is responsible to take whatever action is needed or\nappropriate to provide notice to the appropriate insurance companies of, and to\nprocess, claims under the insurance in effect on the date of this Agreement,\nlisted on Schedule 8.04 hereto, including applicable predecessor policies,\n(\"Applicable Insurance\") that may cover all or any part of the assets,\nliabilities, business or employees of the Imagistics Group with respect to\nevents occurring prior to the earlier to occur, with respect to each type of\ninsurance, of the effective date of insurance coverage obtained by Imagistics or\nthe Distribution Date (any such claims being referred to as (\"Imagistics\nClaims\"), it being understood that in no event shall Pitney Bowes be obligated\nto process any such claims or to pay premiums with respect to the Applicable\nInsurance beyond what it has already paid. It is further understood that Pitney\nBowes does not warrant that there will be any coverage or payment made under the\nApplicable Insurance for any \n\n\n                                       20\n\n\nImagistics Claims and that Pitney Bowes shall not be responsible in any respect\nif a claim for such coverage does not result in such coverage. Pitney Bowes\nagrees that the consummation of this agreement will not eliminate or reduce any\nrights that Imagistics has or otherwise would have under the Applicable\nInsurance and Imagistics agrees that Pitney Bowes does not warrant the existence\nor extent of any such rights. Pitney Bowes is also not responsible to obtain any\nrenewal of any policy that is part of the Applicable Insurance. Subject to the\nforegoing, Pitney Bowes agrees that, to the extent coverage under the Applicable\nInsurance is available for Imagistics Claims, the Applicable Insurance shall be\nfor the benefit of Imagistics and Pitney Bowes shall, at Imagistics' expense,\ntake all action reasonably requested by Imagistics, necessary to permit\nImagistics to make claims against and otherwise enforce the Applicable Insurance\nwith respect to Imagistics Claims.\n\n     (b) On or about the following respective dates, Imagistics will purchase\n(or will have purchased) the following insurance policy(ies) for its immediate\nand future interests which will respond to loss before any insurance maintained\nby Pitney Bowes: (i) October 20, 2001, Property; (ii) November 1, 2001, Workers'\nCompensation, General Liability, Auto Liability, Umbrella policy(ies), Aircraft\n(non-owned). Should any loss not be covered under Imagistics' policy(ies),\nconsistent with and limited by the terms and conditions of this section an\nImagistics Claim for such uncovered amounts may be made under Pitney Bowes'\nApplicable Insurance covering property losses which may respond in\nExcess\/Difference in Conditions capacity.\n\n     (c) Imagistics shall be liable for any and all costs, expenses, damages,\nliabilities and deductibles associated with Imagistics Claims under the\nApplicable Insurance to the extent not covered by Applicable Insurance (the\n\"Imagistics Claims Costs and Expenses\"), except where the deductible is\nsatisfied through accruals (referred to as \"accrued insurance\" on Schedule 2.02\nhereof), as reflected on Schedule 8.04 hereto, established by Pitney Bowes for\nsuch purpose. Imagistics shall not be responsible for a deductible in connection\nwith claims made under \"accrued insurance.\"\n\n     (d) Imagistics will provide prompt written notice to Pitney Bowes of all\ninsurance claims submitted by Imagistics under Applicable Insurance and will\nprovide Pitney Bowes with regular reports, in writing, at least on a quarterly\nbasis, as to the status of, significant developments in, costs and expenses\nbeing incurred in, and payments made in connection with the underlying claims\ninvolved in any such insurance claim, including any underlying litigation (an\n\"Underlying Claim or Litigation\") and the status of the insurance claim itself.\n\n     (e) Imagistics will in good faith take all appropriate steps to minimize\nthe costs, expenses and liabilities incurred in connection with an Underlying\n\n\n                                       21\n\n\nClaim or Litigation and will in good faith consider any recommendations made by\nPitney Bowes to minimize such costs, expenses and liabilities.\n\n     (f) Imagistics will not settle any Underlying Claim or Litigation for more\nthan $250,000 without the consent of Pitney Bowes, such consent not to be\nunreasonably withheld.\n\n     (g) The parties agree that, to the extent that the Applicable Insurance\napplies directly or indirectly to any assets, liabilities, business or employees\nof the Imagistics Group, such Applicable Insurance shall be limited to insured\nevents occurring prior to the Distribution Date. It is further understood that\nsuch Applicable Insurance shall also be for the benefit of Pitney Bowes Group to\nthe extent directly or indirectly applicable to any assets, liabilities,\nbusiness or employees of Pitney Bowes Group.\n\n     (h) All notices and reports to be delivered to Pitney Bowes pursuant to\nthis Section 8.04 shall be delivered to Deborah Fasoli, Risk Manager, Pitney\nBowes Inc., 1 Elmcroft Road, MSC 62-11, Stamford, CT 06926-0700, Telecopy:\n203-351-6878, with a copy to: Amy C. Corn, Vice President and Corporate\nSecretary, Pitney Bowes Inc., 1 Elmcroft Road, MSC 65-19, Stamford, CT\n06926-0700, Telecopy: 203-351-7691.\n\n     Section 8.05. Successors and Assigns. The provisions of this Agreement\nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns; provided that neither party may assign,\ndelegate or otherwise transfer any of its rights or obligations under this\nAgreement without the consent of the other parties hereto. If any party or any\nof its successors or assigns (i) shall consolidate with or merge into any other\nPerson and shall not be the continuing or surviving corporation or entity of\nsuch consolidation or merger or (ii) shall transfer all or substantially all of\nits properties and assets to any Person, then, and in each such case, proper\nprovisions shall be made so that the successors and assigns of such party shall\nassume all of the obligations of such party under the Distribution Documents.\n\n     Section 8.06. Governing Law. This Agreement shall be construed in\naccordance with and governed by the law of the State of New York, without regard\nto the conflicts of laws rules thereof.\n\n     Section 8.07. Counterparts; Effectiveness. This Agreement may be signed in\nany number of counterparts, each of which shall be an original, with the same\neffect as if the signatures thereto and hereto were upon the same instrument.\nThis Agreement shall become effective when each party hereto shall have received\na counterpart hereof signed by the other parties hereto.\n\n\n                                       22\n\n\n     Section 8.08. Entire Agreement. This Agreement and the other Distribution\nDocuments constitute the entire understanding of the parties with respect to the\nsubject matter hereof and thereof and supersedes all prior agreements,\nunderstandings and negotiations, both written and oral, between the parties with\nrespect to the subject matter hereof and thereof. No representation, inducement,\npromise, understanding, condition or warranty not set forth herein or in the\nother Distribution Documents has been made or relied upon by any party hereto.\nNeither this Agreement nor any provision hereof is intended to confer upon any\nPerson other than the parties hereto any rights or remedies hereunder. To the\nextent that the provisions of this Agreement are inconsistent with the\nprovisions of any other Distribution Document, the provisions of such other\nDistribution Document shall prevail.\n\n     Section 8.09. Tax Separation Agreement. Except as otherwise provided herein\nand not inconsistent with the Tax Separation Agreement, this Agreement shall not\ngovern any Income Tax, and any and all Liabilities relating to Income Taxes\nshall be exclusively governed by the Tax Separation Agreement.\n\n     Section 8.10. Jurisdiction. Any Action seeking to enforce any provision of,\nor based on any matter arising out of or in connection with, this Agreement or\nthe transactions contemplated hereby may be brought in the United States\nDistrict Court for the Southern District of New York or any other New York State\ncourt sitting in New York County, and each of the parties hereby consents to the\njurisdiction of such courts (and of the appropriate appellate courts therefrom)\nin any such suit, action or proceeding and irrevocably waives, to the fullest\nextent permitted by law, any objection which it may now or hereafter have to the\nlaying of the venue of any such suit, action or proceeding in any such court or\nthat any such suit, action or proceeding which is brought in any such court has\nbeen brought in an inconvenient form. Process in any such suit, action or\nproceeding may be served on any party anywhere in the world, whether within or\nwithout the jurisdiction of any such court. Without limiting the foregoing, each\nparty agrees that service of process on such party as provided in Section 8.01\nshall be deemed effective service of process on such party.\n\n     Section 8.11. Existing Arrangements. Except as otherwise contemplated\nhereby or by the other Distribution Documents, all prior agreements and\narrangements, including those relating to goods, rights or services provided or\nlicensed, between the Imagistics Group and the Pitney Bowes Group shall be\nterminated effective as of the Distribution Date, if not theretofore terminated.\nNo such agreements or arrangements shall be in effect after the Distribution\nDate unless embodied in the Distribution Documents.\n\n     Section 8.12. Termination Prior to the Distribution. The Pitney Bowes Board\nof Directors may at any time prior to the Distribution abandon the Distribution\nand, by notice to Imagistics, terminate this Agreement (whether or\n\n\n                                       23\n\n\nnot the Pitney Bowes Board of Directors has theretofore approved this Agreement\nand\/or the Distribution).\n\n     Section 8.13. Termination After the Distribution.\n\n     (a) Termination of the Agreement. Except upon the mutual consent of both\nparties hereto or an automatic termination as set forth in Section 8.13, this\nAgreement shall not be terminable until the third anniversary of the\nDistribution Date, and thereafter shall be terminable upon six months' prior\nwritten notice by either party to the other party. Notwithstanding the\nimmediately preceding sentence, (i) Pitney Bowes may terminate this Agreement\n(but not Sections 5.02 and 7.02) at any time if Imagistics shall have failed to\nperform any of its material obligations under this Agreement, Pitney Bowes has\nnotified Imagistics in writing of such failure and such failure shall have\ncontinued for a period of 60 days after receipt by Imagistics of written notice\nof such failure and (ii) Imagistics may terminate this Agreement (but not\nSections 5.02 and 7.02) at any time if Pitney Bowes shall have failed to perform\nany of its material obligations under this Agreement, Imagistics has notified\nPitney Bowes in writing of such failure and such failure shall have continued\nfor a period of 60 days after receipt by Pitney Bowes of written notice of such\nfailure. In addition, a material default by one party of its obligations under\nSection 7.02 will relieve the other party of its obligations under such Section\n7.02, without relieving the defaulting party of any liability or obligation\nunder such Section 7.02.\n\n     (b) Termination of Covenant Not to Compete. Each party may, at its option,\nterminate the provisions of Section 7.02 effective upon or after the expiration\nof one year from the Distribution Date; provided that such party has given six\nmonths prior written notice of termination to the other party. Upon such\ntermination (i) all of the provisions of the non-compete set forth in Section\n7.02 shall cease to apply to each party; (ii) the license of the name Pitney\nBowes (and the associated trademarks) to Imagistics as set forth under the\nprovisions of the Intellectual Property Agreement shall terminate, (as set forth\nin Section 11.04(d) of such Agreement) and (iii) the Canada Reseller Agreement\nshall be automatically amended, upon notice of termination, to permit Pitney\nBowes Canada to source its equipment requirements from alternative suppliers and\nto require Imagistics to continue to fulfill its obligations to supply product,\nas required for an interim period not to exceed nine months from the date of\nsuch notice, during which Pitney Bowes Canada can establish alternative\nsuppliers on acceptable terms.\n\n     Section 8.14. Severability. If any one or more of the provisions contained\nin this Agreement should be declared invalid, illegal or unenforceable in any\nrespect, the validity, legality and enforceability of the remaining provisions\ncontained in this Agreement shall not in any way be affected or impaired thereby\nso long as the economic or legal substance of the transactions contemplated\n\n\n                                       24\n\n\nhereby is not affected in any manner materially adverse to any party. Upon such\na declaration, the parties shall modify this Agreement so as to effect the\noriginal intent of the parties as closely as possible in an acceptable manner so\nthat the transactions contemplated hereby are consummated as originally\ncontemplated to the fullest extent possible.\n\n     Section 8.15. Survival. All covenants and agreements of the parties\ncontained in this Agreement shall survive the Distribution Date indefinitely,\nunless a specific survival or other applicable period is expressly set forth\nherein.\n\n     Section 8.16. Captions. The captions herein are included for convenience of\nreference only and shall be ignored in the construction or interpretation\nhereof.\n\n     Section 8.17. Specific Performance. Each party to this Agreement\nacknowledges and agrees that damages for a breach or threatened breach of any of\nthe provisions of this Agreement would be inadequate and irreparable harm would\noccur. In recognition of this fact, each party agrees that, if there is a breach\nor threatened breach, in addition to any damages, the other nonbreaching party\nto this Agreement, without posting any bond, shall be entitled to seek and\nobtain equitable relief in the form of specific performance, temporary\nrestraining order, temporary or permanent injunction, attachment, or any other\nequitable remedy which may then be available to obligate the breaching party (i)\nto perform its obligations under this Agreement or (ii) if the breaching party\nis unable, for whatever reason, to perform those obligations, to take any other\nactions as are necessary, advisable or appropriate to give the other party to\nthis Agreement the economic effect which comes as close as possible to the\nperformance of those obligations (including, but not limited to, transferring,\nor granting liens on, the assets of the breaching party to secure the\nperformance by the breaching party of those obligations).\n\n\n                                       25\n\n\n     IN WITNESS WHEREOF the parties hereto have caused this Distribution\nAgreement to be duly executed by their respective authorized officers as of the\ndate first above written.\n\n                                    PITNEY BOWES INC.\n                                    By: \/s\/ Bruce Nolop\n                                       ----------------------------------\n                                       Name:  Bruce Nolop\n                                              Executive Vice President &amp; Title: Chief Financial Officer\n\n\n                                    IMAGISTICS INTERNATIONAL INC.\n                                    By:\/s\/ Joseph D. Skrzypczak\n                                       ----------------------------------\n                                       Name:  Joseph D. Skrzypczak\n                                       Title: Chief Financial Officer\n\n\n\n                                       26\n\n\n                                                                   Schedule 2.01\n\n\n                            Contributed Subsidiaries\n\n         None.\n\n\n\n                             Schedule 2.01 - Page 1\n\n\n\n                                                                   Schedule 2.02\n\n                          Specified Accrued Liabilities\n\n         ACCOUNT           DESCRIPTION\n\n         10600             PAYROLL ADVANCES\n         13000             PREPAID INSURANCE\n         13010             PREPAID POSTAGE\n         13050             PREPAID FIELD TRAVEL EXPENSE\n         13060             PREPAID RENT EXPENSE\n         13100             PREPAID REAL ESTATE TAXES\n         16590             RETIREMENT PAYROLL MISC ADJUSTS\n         16700             RELOCATION CLEARING ACCOUNT\n         16720             GRP UNIV LIFE EMP DEDUCTIONS\n         16730             PROP 7 CAS EMP DEDUCTIONS\n         16740             LONG TERM CARE-EMP DEDUCTIONS\n         16750             LEGAL - EMP DEDUCTIONS\n         16760             FIN PLANNING EMP DEDUCTIONS\n         16860             FICA TAXES CLEARING ACCOUNT\n         16880             UNEMPLOYMENT INS CLEARING ACCT\n         16910             DEFERRED 401K &amp; 401A\n         16920             SPOUSE LIFE INSURANCE\n         16950             PERSONAL LIFE (PRE-TAX)\n         16970             CHILD LIFE INSURANCE\n         20140             UNCLAIMED COMPENSATION\n         20200             EMPLOYEE SAVINGS BOND DEDUCTION\n         20230             EMPLOYEE STOCK PURCH INSTALLMENT\n         20240             EMPLOYEE UNITED FUND DEDUCTIONS\n         20250             EMPLOYEES CR UND DED\n         20260             EMPLOYEE GARNISHMENT DEDUCTIONS\n         20280             RET EMPL WITH - GARNISHMENTS\n         20290             LTD EMPL WITH - GARNISHMENTS\n         21100             EMPLOYEES INCOME TAX DEDUCTIONS\n         21120             UNEMPLOYMENT INS TAX ACCRUED\n         21130             FEDERAL INS CONTRIBUTION TAX\n         21140             OTHER SALARY TAX ACCRUED\n         21200             SALES AND USE TAX ACCRUED\n         21190             ACCRUED M M I P\n         21340             ACCRUED PERFORMANCE BASED COMPEN\n         21380             ACCRUED KE EMPL INCEN PLAN COMP\n         21620             PAYROLL ACCRUAL\n         21640             LONG TERM DISABILITY-PRE TAX\n         21740             LONG TERM DISABILITY-POST TAX\n         21300             ACCRUED COMPANY-PAID 401K CONTRIB.\n\n                             Schedule 2.02 - Page 1\n\n\n\n         21320             RESERVE FOR EARLY RETIREMENT\n         21630             RETIREMENT PLAN TRUST FUND\n         21650             EXCESS BENEFIT PLAN\n         21610             ACCIDENT COMPENSATION\n         21760             DEFERRED INCENTIVE SAVINGS PLAN\n         21770             PBC BONUS EXCESS PRINCIPAL\n         21590             RETIREMENT MEDICAL LIABILITY\n         21560             POST EMPLOYMENT BENEFITS LIABILITY\n         21580             SUPPLEMENTAL OTHER POSTEMP BENE\n         20170             ACCRUED INSURANCE\n         21290             401K PLUS\n         21300             401K MATCH\n         21900             SHARE POWER\n         21910             ACCRUED 401K PLUS\n         16930             ACCIDENTAL DEATH\n         16950             PERSONAL LIFE ISN.\n         16560             EMPLOYEE GROUP MEDICAL\n         16770             EMPLOYEE METROPOOL COMMUTER DEDUCTION\n         21230             FIELD MISCELLANEOUS TAXES\n\n\n                             Schedule 2.02 - Page 2\n\n\n\n                                                                   Schedule 4.04\n\n                              Non-Income Tax Claims\n\nSales, Use and Personal Property Taxes\n\n     1.   Sales and Use Taxes\n\n     (a) Use Taxes. In the event of an audit adjustment related to any use tax\npayable by Pitney Bowes for any period prior to August 1, 2001, Imagistics will\nindemnify Pitney Bowes for the portion of such adjustment reflecting Imagistics'\nactual use tax liability.\n\n     (b) Sales Taxes. In the event of an audit adjustment related to any sales\ntax payable by Pitney Bowes for any period prior to August 1, 2001, Imagistics\nwill indemnify Pitney Bowes for the same portion of such adjustment that the\ntotal sales tax related to the Imagistics Business for the relevant period\n(excluding the effect of such adjustment) bears to the total sales tax of Pitney\nBowes (including the Imagistics Business) for the same period (excluding the\neffect of such adjustment). The relevant period referred to in the previous\nsentence shall be the period used by the tax auditor in determining the sales\ntax audit adjustment.\n\n     2.   Personal Property Taxes\n\n     (a) Fixed Assets Taxes. Imagistics will indemnify Pitney Bowes for any\npersonal property taxes imposed on fixed assets that are a part of the\nImagistics Business for any period prior to August 1, 2001 based on the District\nOffice number, a plant code number or a cost center number of a particular\nasset.\n\n     (b) Rental Equipment. Imagistics will indemnify Pitney Bowes for any\npersonal property taxes imposed on rental equipment for any period prior to\nAugust 1, 2001 in an amount equal to the same portion of the total personal\nproperty taxes imposed on rental equipment that the Imagistics rental equipment\nsummary (\"Schedule C-2\") value bears to the total Schedule C-2 value as\ndetermined by the April, 2000 data used in preparation of the assessed value\nfilings.\n\n     3.   Audit Cooperation\n\n     In the case of any audits of taxes related to sales, use of property or\npossession of personal property in any period prior to August 1, 2001, Pitney\nBowes shall control such audits, provided that Pitney Bowes shall keep\nImagistics fully informed of all material developments and shall permit\nImagistics a reasonable opportunity to participate in the resolution of any\naudit-related issues.\n\n\n                             Schedule 4.04 - Page 1\n\n\n                                                                   Schedule 5.01\n\n                                Employee Matters\n\n     Section 1. General. Except as otherwise set forth in this Schedule 5.01,\n(a) Pitney Bowes shall retain (i) any and all liabilities relating to or arising\nout of any employee benefit or compensation arrangement sponsored, maintained or\ncontributed to by any member of the Pitney Bowes Group (a \"Plan\") in respect of\nany employee or former employee of any member of the Pitney Bowes Group who is\nnot a Transferred Employee (as hereinafter defined), and (ii) any and all\nliabilities relating to or arising out of any Plan in respect of all Transferred\nEmployees that were incurred or are otherwise related to any period prior to and\nincluding the Distribution Date and\n\n     (a) Pitney Bowes shall have no liability relating to or arising out of any\nPlan or otherwise in respect of Transferred Employees to the extent that any\nsuch liability is incurred or otherwise relates to any period after the\nDistribution Date.\n\n     Section 2. Employees. With respect to each individual who, as of the\nDistribution Date, is employed (including persons absent from active service by\nreason of Short Term Disability or Long Term Disability, as hereinafter defined,\nor absent for reasons not relating to disability, whether paid or unpaid) in the\nImagistics Business (\"Transferred Employees\"), Imagistics shall cause the\nemployment of each Transferred Employee to be continued on the Distribution\nDate, provided that nothing stated herein shall limit the right of Imagistics or\nany Subsidiary to terminate the employment of any Transferred Employee following\nthe Distribution Date or to reduce or otherwise modify the position,\nresponsibilities, compensation or benefits of any Transferred Employee at any\ntime. The employee benefit plans and arrangements maintained by Imagistics shall\ngive full service credit for purposes of eligibility and vesting (and in\nconnection with any vacation policy, for purposes of determining the level of\nbenefit) for any service on or prior to the Distribution Date of a Transferred\nEmployee with any member of the Pitney Bowes Group. For purposes of this\nAgreement, (i) \"Short Term Disability\" shall mean a condition with respect to\nwhich an employee is receiving benefits, as of the Distribution Date, under the\nPitney Bowes Short Term Disability Plan, and (ii) \"Long Term Disability\nBenefits\" shall mean benefits under the Pitney Bowes Long Term Disability Plan.\n\n     Section 3. Qualified Retirement Plans.\n\n     (a) (i) Pitney Bowes Pension Plan. Effective as of the Distribution Date,\nTransferred Employees (other than Transferred Employees whose age and service\ntotaled more than 50 as of September 1, 1997, referred to herein as \"Transition\nCredit Employees\") shall cease accruals under the Pitney Bowes\n\n\n                             Schedule 5.01 - Page 1\n\n\nPension Plan (\"Pension Plan\"). Subject to Section 3(a)(ii) hereof, Transferred\nEmployees who have met the Pension Plan's requirements for commencement of\npayment of their Pension Plan benefits may begin to receive such benefits\nfollowing the Distribution Date (it being understood that in some cases\ncommencement of benefit payments will be required) in accordance with Pension\nPlan provisions.\n\n          (ii) Transition Credit Employees. Transition Credit Employees shall\n     continue to participate in the Pension Plan following the Distribution for\n     up to 3 years from the Distribution Date unless a proper election is made\n     to receive a distribution from the Plan. Transition Credit Employees shall\n     be eligible to receive a distribution of their Pension Plan accruals in\n     accordance with Pension Plan provisions. Any Transition Credit Employee who\n     continues to participate in the Pension Plan following the Distribution\n     Date shall do so on the same terms and conditions as other Pitney Bowes\n     employees and shall have their service and pensionable compensation with\n     the Imagistics Group taken into account in determining their benefit under\n     the Pension Plan. The rights and benefits of Transition Credit Employees\n     under the Pension Plan shall be set forth in the special amendment to the\n     Pension Plan intended to specifically govern such rights and benefits,\n     consistent with the provisions hereof, effective as of the Distribution\n     Date.\n\n          (iii) Transferred Employees with at Least One and Less than 5 Years of\n     Service. Transferred Employees who have completed at least one and less\n     than 5 years of service as of the Distribution Date (\"Short Service\n     Employees\") shall have their period of employment with the Imagistics Group\n     credited towards completion of the applicable vesting schedule under the\n     Pension Plan with full vesting occurring no later than December 31, 2003,\n     subject to their continued employment with Imagistics. Transferred\n     Employees who have not completed one year of service as of the Distribution\n     Date shall not be eligible to participate in the Pension Plan and shall not\n     have their periods of employment at the Imagistics Group credited under the\n     Pension Plan for any purpose. The accrued benefit, if any, under the\n     Pension Plan of Short Service Employees shall not increase on account of\n     future service and compensation with the Imagistics Group.\n\n          (iv) No Transfer of Pension Plan Assets and Liabilities. No assets or\n     liabilities of the Pension Plan shall be transferred to or assumed by any\n     member of the Imagistics Group in connection with the Distribution. No\n     member of the Imagistics Group shall make any contributions to Pitney Bowes\n     with respect to the Pension Plan.\n\n\n                             Schedule 5.01 - Page 2\n\n\n          (v) No Imagistics Pension Plan. No member of the Imagistics Group\n     shall be required, or have any obligation, to sponsor a defined benefit\n     plan on or after the Distribution Date.\n\n     (b) Pitney Bowes 401(k) Plan. (i) Prior to the Distribution Date,\nImagistics shall establish a defined contribution plan (the \"OS 401(k) Plan\")\nfor the benefit of Transferred Employees, shall take all necessary action, if\nany, to qualify such Plan under Section 401(a) and (k) of the Code and shall\nmake any and all filings and submissions to the appropriate governmental\nagencies required to be made by it in connection with the transfer of assets\ndescribed below.\n\n          (ii) As soon as practicable following the Distribution Date, Pitney\n     Bowes shall cause the trustee of the Pitney Bowes 401(k) Plan (the \"PB\n     401(k) Plan\") to transfer in the form of cash (except to the extent\n     otherwise provided below) the full account balances of Transferred\n     Employees (and beneficiaries thereof) under the PB 401(k) Plan to the\n     appropriate trustee as designated by Imagistics under the trust agreement\n     forming a part of the OS 401(k) Plan; provided, however, that the portion\n     of any such account to which shares of Pitney Bowes common stock or\n     Imagistics common stock is credited or to which an outstanding plan loan\n     exists shall be transferred in kind to the OS 401(k) Plan. As of the date\n     of transfer, the account balances of the Transferred Employees shall be\n     credited with appropriate earnings attributable to the period from the\n     Distribution Date to the date of transfer described herein or shall have\n     been reduced by any necessary benefit or withdrawal payments to or in\n     respect of Transferred Employees occurring during the period from the\n     Distribution Date to the date of transfer described herein.\n\n          (iii) In consideration for the transfer of assets described herein,\n     Imagistics, shall, effective as of the date of transfer described herein,\n     assume all of the obligations of Pitney Bowes in respect of the account\n     balances accumulated by Transferred Employees under the PB 401(k) Plan\n     (exclusive of any portion of such account balances that are paid or\n     otherwise withdrawn prior to the date of transfer described herein) with\n     respect to the account balances transferred to the OS 401(k) Plan. Pitney\n     Bowes hereby indemnifies Imagistics against and agrees to hold it harmless\n     from any liabilities or claims (including claims for benefits or for breach\n     of fiduciary duties, but excluding claims for benefits to the extent of the\n     assets transferred hereunder) relating to the PB 401(k) Plan (or the\n     qualified status of that Plan) that arose prior to the transfer of assets\n     described herein or that relate to the operation or administration of such\n     Plan prior to the transfer of assets. Imagistics hereby indemnifies Pitney\n     Bowes against and agrees to hold it harmless from any liabilities or claims\n     relating to the qualified status of the OS 401(k) Plan or the operation or\n\n\n                             Schedule 5.01 - Page 3\n\n\n     administration of such Plan following the transfer of assets described\n     herein.\n\n          (iv) The rights and benefits of Transferred Employees under the PB\n     401(k) Plan shall be set forth in a special amendment to such Plan,\n     consistent with the foregoing, effective as of the Distribution Date.\n\n     Section 4. Welfare Benefit Plans.\n\n     (a) Welfare Plans. (i) For the period from the Distribution Date through\nDecember 31, 2001 (\"Benefit Transition Period\"), Pitney Bowes shall continue to\nprovide benefits for Transferred Employees (and their eligible spouses and\ndependants) to the extent provided to such individuals immediately prior to the\nDistribution Date under its medical plan, dental plan, long-term disability\nplan, short-term disability policy, life insurance plan and accidental death and\ndismemberment plan (\"Pitney Bowes Welfare Plans\"). Imagistics shall promptly\nreimburse Pitney Bowes for the costs of such benefits incurred during the\nBenefit Transition Period as follows:\n\n               (A) Imagistics shall transfer to an account designated by Pitney\n          Bowes a cash amount, based on historical claim levels, on the first\n          day of October 2001, November 2001, December 2001, January 2002 and\n          February 2002 as stipulated in writing by Pitney Bowes to cover the\n          payment of claims by Transferred Employees and their eligible spouses\n          and dependants incurred under the Pitney Bowes Medical Plan and Pitney\n          Bowes Dental Plan during the Benefit Transition Period. No later than\n          December 31, 2002, if the actual claims incurred for these individuals\n          during the Benefit Transition Period are less than the aggregate\n          estimated payments described above, Pitney Bowes shall transfer to\n          Imagistics an amount equal to the excess, and if the actual claims\n          incurred for such period are greater than the aggregate estimated\n          payments, Imagistics shall transfer in cash an amount equal to the\n          underpayment.\n\n               (B) As soon as practicable following the Distribution Date,\n          Pitney Bowes shall cause any Transferred Employee who was receiving\n          benefits under the Pitney Bowes Long Term Disability Plan to be\n          covered by UNUM, or other replacement carrier, such that following\n          such transfer of coverage, neither Pitney Bowes nor Imagistics will be\n          responsible or liable for the income replacement benefits which would\n          otherwise be provided by the Pitney Bowes Long Term Disability Plan.\n          In addition, as soon as practicable following December 31, 2001,\n          Pitney Bowes shall cause any Transferred Employee who becomes entitled\n          to\n\n\n                             Schedule 5.01 - Page 4\n\n\n          benefits under the Pitney Bowes Long Term Disability Plan during the\n          Benefit Transition Period to be covered by UNUM, or other replacement\n          carrier, such that following such transfer of coverage, neither Pitney\n          Bowes nor Offices Systems will be responsible or liable for the income\n          replacement benefits which would otherwise be provided by the Pitney\n          Bowes Long Term Disability Plan. Imagistics shall reimburse Pitney\n          Bowes in cash on the last day of September 2001, October 2001,\n          November 2001 and December 2001, an amount equal to the income\n          replacement benefits provided to Transferred Employees who become\n          eligible for such benefits under the Pitney Bowes Long Term Disability\n          Plan.\n\n               (C) Imagistics shall provide to Transferred Employees who are\n          receiving income replacement benefits under the Pitney Bowes Long Term\n          Disability Plan as of the Distribution Date medical benefits which are\n          comparable, in terms of coverage and cost sharing arrangements, to the\n          medical benefits provided to active Transferred Employees for a period\n          of three years following the Distribution Date.\n\n          (ii) As of December 31, 2001, Imagistics will cease participation in\n     the foregoing Pitney Bowes Welfare Plans and will establish or designate\n     welfare plans within the meaning of Section 3(2) of the Employee Retirement\n     Income Security Act of 1974, as amended, for the benefit of Transferred\n     Employees (the \"Replacement Welfare Plans\"). Claims incurred by Transferred\n     Employees on and after January 1, 2002 shall be the responsibility of the\n     Replacement Welfare Plans.\n\n          (iii) During the Benefit Transition Period, Pitney Bowes shall provide\n     coverage and benefits for Transferred Employees and their beneficiaries\n     under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985\n     and Section 4980B of the Code and Imagistics shall reimburse to Pitney\n     Bowes the cost of providing such benefits. For periods beginning after the\n     Benefit Transition Period, Imagistics shall assume full responsibility for\n     the provision of such benefits and Pitney Bowes shall have no liability\n     therefor.\n\n     (b) Retiree Medical Plan. As of the Distribution Date, Transferred\nEmployees shall not be eligible, or become eligible, to participate in or\nreceive benefits under the Pitney Bowes Retiree Medical Plan (the \"Retiree\nMedical Plan\") except as set forth below:\n\n          (i) 55\/10 on the Distribution Date: Any Transferred Employee who has\n     completed at least 10 years of service with Pitney Bowes on or\n\n\n                             Schedule 5.01 - Page 5\n\n\n     after attainment of age 45 and has attained at least age 55 as of the\n     Distribution Date (each such Transferred Employee is referred to as an\n     \"Eligible Transferred Employee\" and is listed on Schedule 5.4(b)(i) hereto)\n     shall be entitled to participate in the Retiree Medical Plan following\n     termination of employment from Imagistics. Each Eligible Transferred\n     Employee's participation in the Retiree Medical Plan shall be subject to\n     the terms and conditions of such Plan as in effect at the time such\n     Employee claims benefits thereunder (other than the requirements relating\n     to eligibility to participate in such Plan), including provisions of such\n     Plan regarding the ability of Pitney Bowes to amend, modify and terminate\n     such Plan.\n\n          (ii) 55\/10 within 3 years of the Distribution Date: Any Transferred\n     Employee who has (x) completed at least 10 years of service with Pitney\n     Bowes and Imagistics on or after attainment of age 45 within 3 years of the\n     Distribution Date and (y) has attained age 55 within 3 years of the\n     Distribution Date (\"Qualified Transferred Employee\") shall be entitled to\n     participate in the Retiree Medical Plan following termination of employment\n     from Imagistics. Each Qualified Transferred Employee's participation in the\n     Retiree Medical Plan shall be subject to the terms and conditions of such\n     Plan as in effect at the time such Employee claims benefits thereunder\n     including any requirements relating to eligibility to participate in such\n     Plan and Pitney Bowes' right to amend, modify or terminate such Plan. For\n     example, if the eligibility requirements at the time such Employee\n     terminates employment from Imagistics and seeks benefits under such Plan\n     are age 60 with 15 years if service, such Qualified Transferred Employee\n     must satisfy such 60\/15 requirements.\n\n          (iii) At least age 45: Any Transferred Employee who is at least age 45\n     on the Distribution Date and (x) attains age 55 and (y) completes at least\n     10 years of service with Pitney Bowes and Imagistics on or after attainment\n     of age 45 and who is not covered in the above eligibility groups shall be\n     entitled to participate in the Retiree Medical Plan as provided\n     hereinafter. Such Transferred Employee shall pay the entire cost of such\n     coverage as determined by Pitney Bowes. Such Transferred Employee's\n     participation in the Retiree Medical Plan shall be subject to the terms and\n     conditions of such Plan as in effect at the time such Transferred Employee\n     claims benefits thereunder, including any requirements relating to\n     eligibility to participate in such Plan and Pitney Bowes' right to amend,\n     modify or terminate such Plan.\n\n     Section 5. Workers Compensation. Imagistics shall be responsible for all\nworkers compensation obligations related to claim events occurring on or after\nthe Distribution Date, with respect to any employee or former employee of the\nImagistics Business, including, but not limited to, any Transferred Employee.\n\n\n                             Schedule 5.01 - Page 6\n\n\nPitney Bowes shall be responsible for all workers compensation obligations\nrelated to claim events occurring prior to the Distribution Date with respect to\nany employee or former employee of the Imagistics Business, including, but not\nlimited to, any Transferred Employee.\n\n     Section 6. Stock-Based Plans.\n\n     (a) Pitney Bowes Stock Plan. Pitney Bowes and Imagistics shall use their\nreasonable best efforts to take all actions necessary or appropriate so that\neach Transferred Employee who has been granted options on the common stock of\nPitney Bowes pursuant to the Pitney Bowes Stock Plan and who has outstanding\noptions as of the Distribution Date shall have such options equitably adjusted\nto reflect a change in the fair market value of Pitney Bowes following the\nDistribution Date. In addition, such Transferred Employees shall be granted\noptions on the common stock of Imagistics under the Imagistics Stock Plan\nfollowing the Distribution Date with an intrinsic value intended to make up for\nthe reduced intrinsic value occurring by reason of their Pitney Bowes options\nbeing adjusted. Transferred Employees shall not receive any further grants of\nPitney Bowes stock options following the Distribution Date. For purposes of\nPitney Bowes stock options granted to Transferred Employees described herein,\nservice with Imagistics will be recognized to satisfy any vesting schedule with\nrespect to such options that has not been satisfied as of the Distribution Date.\nThe Distribution will not result in a termination of employment or otherwise be\nconsidered an exercise or forfeiture event under such Plan or option award\nagreement. However, termination of employment from Imagistics will be treated as\na termination event under such Plan or option award agreement. In any event, the\nrights and benefits of Transferred Employees under the Pitney Bowes Stock Plan\nshall be set forth in the special amendment to such Plan intended to\nspecifically govern such rights and benefits, consistent with the terms hereof,\neffective as of October 1, 2000.\n\n     (b) Employee Stock Purchase Plan. Transferred Employees shall cease\nparticipation in the Pitney Bowes Employee Stock Purchase Plan as of the\nDistribution Date and shall have their payroll deductions as of such date paid\nto them in accordance with the terms of such Plan. Transferred Employees shall\nnot participate in such Plan following the Distribution Date.\n\n     Section 7. Bonus and Profit Incentive Plans.\n\n     (a) PBC and Annual Incentive Awards. Any Transferred Employee who is\neligible for incentive compensation pursuant to the Pitney Bowes Performance\nBased Compensation Program or who is eligible for incentive compensation under\nthe Pitney Bowes Key Employees' Incentive Plan shall have any such incentive\ncompensation paid to him or her as soon as practicable following the\nDistribution Date. Any payments referred to in the preceding\n\n\n                             Schedule 5.01 - Page 7\n\n\nsentence shall be paid by Pitney Bowes and based on the period of employment\nwith Pitney Bowes during calendar year 2001 through the Distribution Date and\nshall be further based on the evaluation criteria customarily applied pursuant\nto the respective incentive pay Program or Plan in which the Transferred\nEmployee participates. Transferred Employees shall not participate in any such\nPitney Bowes Program or Plan following the Distribution Date.\n\n     (b) CIUs. Any Transferred Employee who is eligible for cash incentive units\n(\"CIUs\") under the Pitney Bowes Long Term Incentive Program shall have the value\nof his or her CIUs paid in cash in accordance with the terms and conditions of\nsuch Program based on the number of completed months of service with Pitney\nBowes during each 36 month CIU cycle and on the extent that performance-based\ntargets associated with the CIUs are achieved. Any such CIU shall be paid to\neach eligible Transferred Employee at the time other participants in the CIU\nprogram receive their payments based on the completion of a 36 month cycle. For\npurposes of this prorated calculation, the targeted payout shall be multiplied\nby a fraction, the numerator of which is the Transferred Employee's total number\nof completed months of active service with the relevant Group during the\nparticular CIU cycle through the Distribution Date and the denominator of which\nis 36. Transferred Employees shall not participate in such Program following the\nDistribution Date.\n\n     (c) Excluded Arrangements. Mr. Marc C. Breslawsky entered into a Separation\nAgreement with Pitney Bowes effective as of October 27, 2000 and a related\nletter agreement of the same date (collectively, the \"MB Agreements\") in which\nhis rights and obligations under certain plans and arrangements of Pitney Bowes,\nidentified therein, are separately described. Pitney Bowes and Offices Systems\nagree that, in the case of Mr. Breslawsky, the MB Agreements shall not be\naffected by, and shall supersede any contrary provisions of, this Distribution\nAgreement.\n\n     Section 8. Severance. The continued employment by the Imagistics Group of\nTransferred Employees after the Distribution Date shall not be deemed a\nseverance of employment of such Transferred Employees from Pitney Bowes for\npurposes of any policy, Plan, program or agreement of Pitney Bowes or any of its\nSubsidiaries that provides for the payment of severance, salary continuation or\nsimilar benefits.\n\n     Section 9. Deferred Compensation. Pitney Bowes shall retain as of the\nDistribution Date all of the obligations and liabilities of Pitney Bowes and any\nof its Affiliates (including, without limitation, office systems as a division\nthereof) for any Transferred Employee under all non-qualified deferred\ncompensation and retirement plans of Pitney Bowes and its Affiliates and any\nreserve or accrual in respect of such Transferred Employees shall be retained by\nPitney Bowes.\n\n\n                             Schedule 5.01 - Page 8\n\n\n     Section 10. No Third Party Beneficiaries. Neither Transferred Employees nor\nany current, former or retired employee of the Pitney Bowes Group shall be\nentitled to enforce the provisions of this Schedule 5.01 against the respective\nparties as third party beneficiaries thereof.\n\n\n                             Schedule 5.01 - Page 9\n\n\n                                  SCHEDULE 8.04\n                                    INSURANCE\n\n         Occurrence Policies\n         Comprehensive Automobile Liability*\n         Commercial General\/Products Liability*\n         Employers Liability (other than Workers' Compensation)* \n         Aircraft Liability (Non-Owned) \n         Financial Services Excess Umbrella \n         International Excess and Difference-In-Conditions \n         HealthCare Purchasers Professional Liability \n         Property (Global) including Ocean Cargo \n         Travel Accident\n         Umbrella (Excess) Liability\n\n         * Accruals have been established to cover deductibles\n\n         Claims Made Policies\n         Specialty Errors &amp; Omissions Liability\n         Employment Practices Liability\n         Executive Risk Policies\n                  Directors &amp; Officers Liability\n                  Fiduciary Liability\n                  Kidnap\/Ransom and Extortion\n                  Outside Directorship\n         Crime\n         Excess Directors &amp; Officers Liability\n         Excess Fiduciary Liability\n         Pollution and Remediation Legal Liability (3rd Party Dispositioners)\n\n\n                             Schedule 8.04 - Page 1\n\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":[9613,9619],"class_list":["post-42245","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-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42245","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=42245"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42245"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42245"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42245"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}