Exhibit 10.15
[Letterhead of Pitney Bowes]
October 27, 2000
Xxxx X. Xxxxxxxxxx
00 Xxxxxx X'Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx 00000
RE: Letter of Agreement
Dear Xxxx:
This letter agreement is intended to set forth the commitments Pitney Xxxxx (the
"Company") intends to undertake if the Company both establishes a new legal
entity to operate the majority of the Company's existing Office Systems Division
business (the "Business") and spins off the Business in a separate transaction
to be determined in the future. For purposes of this Agreement, the spin-off
Business shall be referred to as "Spinco."
The Company shall offer you the position of Chief Executive Officer of Spinco.
During your employment with the Company, you agree to perform the duties of
Chief Executive Officer of Spinco in addition to your duties of Chief Operating
Officer of the Company without any additional compensation. Immediately prior to
the spin off of the Business in a separate transaction, you will assume the
duties of the Chief Executive Officer of Spinco on a full-time basis and your
compensation, benefits and incentive package as the full-time Chief Executive
Officer of Spinco shall be as follows:
1. Salary. Your annual salary shall be $825,000.
2. Annual Incentive. You will be eligible to participate in Spinco's
annual incentive compensation program. For the first full fiscal year of your
employment, you shall be entitled to a minimum incentive award of $577,500, the
equivalent of 70% of your salary, and a maximum award of $1,072,500, the
equivalent of 130% of your salary, depending upon the achievement of performance
targets established by Spinco's Board of Directors.
3. Long-Term Incentive. You shall be eligible to participate in Spinco's
Long-Term Incentive Plan. You shall be eligible for a minimum award of $625,000
and a maximum of award $1,250,000, depending upon Spinco's achievement of
performance goals established by the Board of Directors of Spinco for multi-year
cycles. The payment
[LOGO] Pitney Xxxxx
shall be made at the end of each performance cycle in accordance with the terms
of the plan.
4. Equity. You may be granted stock options in Spinco at the discretion of
Spinco's Board of Directors.
5. Benefits. During the period of your employment, you shall be eligible
to participate in Spinco's benefits programs which are made available to Spinco
employees of equal status.
6. Welfare Benefits. During your employment, you and your eligible
dependents shall be eligible to participate in Spinco's group medical and dental
plans which are made available to Spinco employees of equal status.
You understand and agree that immediately prior to the spin-off, the terms and
conditions of your employment with Spinco may be reflected in a formal written
document, which would contain the compensation terms herein and would be subject
to the approval of the Spinco Board following the spin-off. In the event the
Business is not spun-off, this agreement imposes no further independent
obligations upon the Company with respect to your employment or termination of
employment by the Company.
This agreement shall be effective as of the date you sign the agreement and
shall continue in effect until you are notified in writing by me that the
agreement ceases to be effective as of a date I shall specify in the notice.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman and
Chief Executive Officer
Agreed to and Accepted by:
/s/ Xxxx X. Xxxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxxx
11/8/00
----------------------------
DATE
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[LOGO] Pitney Bowes
Chairman of the Board
and Chief Executive Officer
October 27, 2000
Xxxx X. Xxxxxxxxxx
00 Xxxxxx X'Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx 00000
RE: Separation Agreement
Dear Xxxx:
This letter is intended to provide you with the Company's understanding of how
the Separation Agreement between you and the Company dated October 27, 2000 (the
"Separation Agreement") will affect certain employee and executive benefit and
incentive plans and programs in which you participate if you incur a termination
of employment pursuant to the Separation Agreement. This letter will also serve
as the Company's commitment to administer these plans and programs in the manner
set forth below. The defined terms in this letter have the meanings that are
contained in the Separation Agreement unless a term is more specifically defined
in this Agreement.
Stock Options.
-------------
As of the Registration Date, all outstanding stock options granted to you prior
to October 20, 2000 pursuant to the Company's 1991 Stock Plan or any successor
plan shall remain exercisable in accordance with their existing terms. Such
options shall expire on their stated expiration date; provided, however, options
granted prior to 1999 will expire on the earlier of (i) the fourth anniversary
of your termination from the Company or any company that is a spin-off of the
Company, as defined in the 1991 Stock Plan (a "Spin Off"), whichever occurs
later, and (ii) their original term.
The special option granted on October 20, 2000 ("Accelerated Option Grant")
shall vest and be exercisable in accordance with the terms and conditions set
forth in your award agreement. Such terms shall include a provision requiring
the forfeiture of the entire Accelerated Option Xxxxx if you retire or
voluntarily resign from the Company or the Spin Off, prior to February 1, 2002.
If you retire or voluntarily resign from the Company or the Spin-off on or after
February 1, 2002, the Accelerated Option Grant shall become immediately 100%
vested and exercisable as of such retirement or voluntary resignation.
If you are terminated pursuant to Section 3 of the Separation Agreement prior to
February 1, 2002, the entire Accelerated Option Grant shall be immediately 100%
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[LOGO] Pitney Xxxxx
vested and exercisable as of the date of such termination. For purposes of the
1991 Stock Plan and options granted to you thereunder, your termination of
employment from the Company as a result of your employment with the Spin Off
shall not be treated as a retirement or other termination of employment from the
Company. The 1991 Stock Plan will be amended to reflect the terms and conditions
of the Accelerated Option Grant and other commitments described herein,
including the retirement, termination of employment, vesting and exercise
treatment with respect to the Spin Off.
The treatment of your stock options following the execution of the Separation
Agreement do not differ from that of any similarly situated executive of the
Company.
Deferred Incentive Savings Plan
-------------------------------
The Company will pay you as soon as practicable following the Resignation Date a
lump sum amount in cash equal to the balance of your accounts under the Deferred
Incentive Savings Plan pursuant to the payment provisions of the plan.
Retirement Plans
----------------
The Company will treat your retirement plan benefits in the following manner:
(a) 401(k) Plan
As of the Resignation Date, your participation in and contributions to the
Pitney Xxxxx 401(k) Plan ("401(k) Plan") will cease. Your rights to a
distribution, rollover, forms of payment and deferral regarding your account
balance will be determined in accordance with the terms of the 401(k) Plan.
(b) Pension Plan
You will be credited during your Severance Period with service through March 31,
2004 in lieu of actual years of service with the Company for all purposes under
the Pitney Xxxxx Pension Plan, including determining your basic pension benefit
and any transition credits to which you may be entitled under the Pension Plan.
Your severance payment under Section 3 of the Separation Agreement and any PBC
incentive award under Section 4(a) of the Separation Agreement will be credited
as pensionable earnings. Any CIU payment made under Section 4(b) of the
Separation Agreement will not be credited as pensionable earnings in accordance
with the plan's existing provisions. If, after providing the service credit and
determining pensionable earnings as described in the preceding sentences, your
pension benefit under the Pension Plan exceeds the limits imposed by the plan
and applicable law, the excess amounts will be paid from the Pitney Xxxxx
Supplemental Pension Plan ("SERP"). If your employment with the Company
continues beyond March 31, 2004, you will continue to accrue pension benefits in
accordance with the terms and conditions of the Pension Plan and SERP. The
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[LOGO] [Pitney Xxxxx]
determination and payment of your pension benefits under the Pension
Plan and the SERP remain in all respects subject to the terms and
conditions of the respective plans.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chief Executive Officer
AGREED TO AND ACCEPTED BY
/s/ Xxxx X. Xxxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxxx
10/27/00
------------------------------
Date
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SEPARATION AGREEMENT
AGREEMENT dated as of October 27, 2000 between Pitney Xxxxx Inc., a
Delaware corporation (the "Company"), and Xxxx X. Xxxxxxxxxx ("the Executive").
WHEREAS, Xxxx X. Xxxxxxxxxx is a valued executive of the Company;
WHEREAS, the Company considers it essential to the best interests of its
shareholders to provide the Company and the Executive with the protections of
this Agreement; and
WHEREAS, the parties desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:
SECTION 1 Definitions
For purposes of this Agreement, the following terms shall have the meanings
indicated.
"Board" means the Board of Directors of the Company.
"Cause" means (i) the Executive's conviction or plea of guilty or nolo
contendere to a felony or crime involving moral turpitude, dishonesty, breach of
trust or unethical business conduct or any crime involving the business of the
Company; (ii) the Executive, in the performance of his duties for the Company,
to the material and demonstrable detriment of the Company, engaging in (A)
willful misconduct, (B) willful or gross neglect, (C) fraud, (D)
misappropriation, (E) embezzlement or (F) theft; (iii) the Executive's willfully
disobeying the directions of the Board to adhere to the policies and practices
of the Company or to devote substantially all of his business time and effort to
the Company; (iv) the breach of this Agreement in any material respect, if such
breach remains uncured (if curable) for a period of thirty (30) days following
written notice by the Company of such breach; or (v) the Executive's
acknowledgment in writing in any agreement or stipulation to, or the
adjudication in, any civil suit, of the commission of any theft, embezzlement,
fraud, or other intentional act of dishonesty involving any other person. No act
or failure to act on the Executive's part shall be deemed willful unless done or
omitted to be done by the Executive not in good faith and without reasonable
belief that the Executive's action or omission was in the best interest of the
Company.
"Resignation Date" means the date that the Executive terminates employment
with the Company at the Company's request in its sole discretion and resigns
from all positions and directorships within the Company, including, but not
limited to, a termination of employment with the Company as a result of
employment with a division
or subsidiary that has been divested, spun-off, split-off, or sold by the
Company ("the Divested Entity").
SECTION 2 Term of Agreement
This Agreement shall be in effect from the date hereof.
SECTION 3 Severance
(a) If the Executive's employment with the Company is terminated by the
Company at its request in its sole discretion without Cause (other than by
reason of disability or death), the Company shall pay the Executive cash
compensation in the amount of $2,805,000, which is equal to the sum of two (2)
times his current base salary plus 140% of his base salary. If the Executive's
employment is terminated hereunder prior to April 1, 2002, the payment shall be
made in equal monthly installments over the period from the Resignation Date
through March 31, 2004. If the Executive's employment is terminated hereunder on
or after April 1, 2002, the payment shall be made in equal monthly installments
over a two year period beginning on the Resignation Date. The period during
which the payment hereunder is made shall be referred to in this Agreement as
the (the "Severance Period").
(b) The severance payments to be made under this Section 3 shall be in
lieu of any severance pay to which the Executive may otherwise be entitled under
the Company's severance plans and practices; provided, however, that in the
event of a change of control of the Company the Executive may be entitled to
certain rights that exist under the Company's Senior Executive Severance Policy,
which rights would be offset by the severance payments made to the Executive
under Section 3 hereof.
SECTION 4 Other Incentives
(a) The Executive shall be eligible for a pro-rated PBC incentive award
pursuant to the Company's Key Employee Incentive Plan ("the XXXX") based on the
number of whole months of service completed with the Company by the Executive
during the year in which the Resignation Date occurs. The payment shall be made
at the time such incentive awards are paid to actively employed senior
executives in accordance with the terms of the XXXX. It is understood that the
Executive has no entitlement to the PBC incentive award described hereunder and
that the determination to pay the Executive such PBC incentive award is made at
the sole discretion of the Board with the Executive's individual performance
rating being based on the Company's overall performance rating.
(b) The Company shall pay the Executive a payout of outstanding Cash
Incentive Units ("CIUs") pursuant to the XXXX at the close of each respective
cycle in accordance with the terms of XXXX; provided, however, that such payout
of CIUs shall be based on the Executive's total number of completed months of
active service with the Company during each 36 month CIU cycle and on the
achievement of performance-based targets associated with the CIUs. For purposes
of this prorated calculation, the targeted payout
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shall be multiplied by a fraction, the numerator of which is the Executive's
total number of completed months of active service with the Company during the
particular CIU cycle and the denominator of which is 36.
(c) Any payments made under this Section 4 shall be in lieu of any
incentive pay to which the Executive may otherwise be entitled under the XXXX
and any practice or policy of the Company for the year in which occurs the
Resignation Date with respect to short and long term incentives.
SECTION 5 Medical and Dental
(a) As of the Resignation Date, the Executive and his eligible dependents
may at his option elect to continue to participate in the Company's group
medical and dental plans (or any successor medical or dental plans adopted by
the Company) (collectively, "Medical Plans") during the period commencing on the
Resignation Date and ending on the last day of the Severance Period on the same
terms applicable from time to time to active employees. The Executive may at his
option elect to terminate participation in the active employee plans and
commence participation in the retiree medical and dental plans following the
Resignation Date. The Executive understands that although he and his eligible
dependents may continue to participate in the Company's Medical Plans, the
Company reserves the right to change carriers, modify plan designs and pricing
and make such other changes to the Medical Plans and policies as may be
appropriate from a business standpoint or as otherwise be required by law.
(b) Upon the Executive's retirement, the Executive and his eligible
dependents shall be eligible for coverage under the Company's retiree group
medical and dental plans, in accordance with the terms of such plans as of that
date. The Company reserves the right to amend future plan design and active
employee contribution rates, as warranted under the circumstances.
(c) As of the Resignation Date, the Executive's coverage under the
Company's disability plans, including long and short-term disability insurance
and Accidental Death & Dismemberment insurance, shall cease.
SECTION 6 Perquisites
(a) As of the Resignation Date, the Executive shall be entitled to retain
the automobile he leases pursuant to his Lease Agreement. Upon the termination
of the Lease Agreement, the Executive may exercise the option to purchase the
automobile.
(b) The Executive shall be provided at the Company's sole expense with
professional financial counseling services for a period of 12 months following
the Resignation Date, subject to reasonable limitations as to dollar amounts
established by the Company on a uniform basis for similarly situated executives.
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(c) Any payments made under this Section 6 shall be in lieu of any other
perquisites to which the Executive may otherwise be entitled under the programs,
plans, practices or policies of the Company following the Resignation Date with
respect to automobile leasing and financial counseling services.
SECTION 7 Covenants
(a) Confidentiality. The Executive will at all times (whether during or
after his employment with the Company) hold all Confidential Information in
strictest confidence and not use or disclose directly or indirectly any
Confidential Information to any individual, partnership, corporation, limited
liability company, trust or other entity (each, a "Person"), without prior
written authorization of the Board. "Confidential Information" means any Company
proprietary information, technical data, trade secrets and know-how, including
but not limited to research, product plans, products, services, customer lists
and customers (including but not limited to customers of the Company on whom the
Executive called or with whom the Executive became acquainted during his
employment), markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
marketing, finances and other business information disclosed to the Executive by
the Company either directly or indirectly in writing, orally or by drawings or
observation or generated by the Executive during his employment with the
Company. The Executive further understands that Confidential Information does
not include any of the foregoing items which has become publicly known and made
generally available through no wrongful act of his or of others who were under
confidentiality obligations as to the item or items involved.
The definition of Confidential Information will be modified at the sole
discretion of the Company in the event of any decision by the Company to exit a
business by divestiture or otherwise or to enter or expand into a new area of
business between the effective date of this Agreement and the Resignation Date,
and shall be subject to any transition agreements executed by the Company
pursuant to the divestiture or other transaction.
(b) Non-Competition. At all times during his employment and for two years
following the termination of such employment either pursuant to Section 3 hereof
or for Cause, the Executive will not, without prior approval of the Company:
(i) become engaged or become interested, directly or indirectly, as
a director, officer, employee or 10% or more stockholder of,
partner in, or consultant to, any business which is engaged in the
development, manufacture, or distribution of copier equipment,
facsimile equipment, desktop or network printers, mail finishing or
sorting equipment, including production mail or postage meters,
shipping and logistics equipment, or software and services or
supplies which are used in mailing and shipping functions and which
are competitive with categories of equipment, firmware, software,
or supplies manufactured or distributed by the
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Company or any of its subsidiaries for the functions described
above, or identified for introduction into the marketplace up
through the strategy most recently approved by senior management
which incorporates Mailing Systems, PitneyWorks (including internet
postage and personal computer based applications and the other
products and services offered within PitneyWorks' suite of products
and services), Small Office Division, Office Systems or Production
Mail capabilities. For Mailing Systems and Production Mail purposes,
these systems include both in-bound and out-bound mail and physical
and hybrid mail; or
(ii) become engaged in or become interested directly or indirectly, own or
control more than 10% ownership, interest in, manage, operate, be employed
by or participate in the ownership, management, operation or control of or
be connected in any manner as a consultant or otherwise with any business
which provides sales-aid leasing for any competitor of the Company; or
(iii) become engaged in or become interested directly or indirectly, own or
control more than 10% ownership, interest in, manage, operate, be employed
by or participate in the ownership, management, operation or control of or
be connected in any manner as a consultant or otherwise with any business
which provides facilities management services, document services, incoming
mail services, EDP to mail service, mail management services, copying or
reprographic services, or any combination of the same, which are in
competition with Pitney Xxxxx Business Services, or any type of services
the Company is currently providing or identified for introduction through
any of its latest strategic plans.
The definition of what is competitive with the Company's businesses will
be modified at the sole discretion of the Company in the event of any decision
by the Company to exit a business by divestiture or otherwise or to enter or
expand into a new area of business between the effective date of this Agreement
and the Resignation Date, and shall be subject to any transition agreements
executed by the Company pursuant to the divestiture or other transaction.
Further, the Executive may request the Company's approval to become engaged in
or become interested in a competitor that is deemed insignificant by the Company
and the decision to deny or approve such request shall be made by the Company in
its sole discretion.
Notwithstanding anything to the contrary in this Section 7(b), the
definition of what is competitive with the Company's business shall not include
any business in which Office Systems is engaged, specifically the development,
manufacture, or distribution of copier equipment (but excluding copying or
reprographic services other than those services necessary to support the
distribution, installation and servicing of copy machines), facsimile equipment
or desktop or network printers, if the Company spins off or otherwise divests
such businesses. For purposes of the preceding sentence, distribution shall
include sales, leasing and rental of such machines. This definition shall
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be subject to any transition agreements executed in connection with the
divestiture. In any event, the definition and exclusion of what is competitive
shall exclude Capital Services.
If the Executive is an officer or director or 10% or more stockholder of a
Divested Entity and if the Divested Entity continues to receive products or
services marketed by the Company for an agreed-upon period of time pursuant to
transition agreements executed pursuant to the divestiture, the Executive may
obtain comparable products and services from one or more competitors of the
Company after the termination of any agreements with the Company relating to
said products and services, provided that the agreements have not been
terminated by the Company as a result of a breach of said agreements by the
Divested Entity. However, if during the term of any transition agreements with
the Company, the Executive is unable to obtain such products and services from
the Company because the Company is unwilling pursuant to the transition
agreements to provide such products and services, the Executive may procure such
products and services from sources other than the Company prior to termination
of the transition agreements.
(c) Non-Solicitation of Key Employees. At all times during his employment
and for two years following the termination of such employment for any reason,
whether with or without Cause, the Executive shall not directly or indirectly
solicit, entice, or encourage any Key Employee, as identified or described in
Exhibit A to this Agreement, to terminate his or her relationship with the
Company, and work for any organization as an employee, partner, or consultant or
10% or more shareholder with which the Executive is affiliated as a director,
employee, consultant, partner or 10% shareholder. Nothing contained in the
foregoing shall preclude the Executive during the Severance Period from hiring
any Key Employee as an employee, the partner, or consultant or 10% or more
shareholder not earlier than 180 days after termination of the Key Employee's
employment with the Company, provided such person terminated his or her
employment without any solicitation, enticement or encouragement directly or
indirectly from the Executive to terminate any employment with the Company and
without violation by the Executive of his obligations contained in the preceding
sentence. Notwithstanding the above, the Executive may solicit Key Employees
with the Company's written consent.
(d) Non-Solicitation of Customers. At all times during his employment and
for two years following the termination of such employment for any reason,
whether with or without Cause, the Executive will not directly or indirectly
solicit, divert or take away, or attempt to divert or to take away, the business
or patronage of any of the customers or accounts, or prospective customers or
accounts, of the Company. The definition of "customers" or "prospective
customers" herein will be modified at the sole discretion of the Company in the
event of any decision by the Company to exit a business by divestiture or
otherwise or to enter or expand into a new area of business between the
effective
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date of this Agreement and the Resignation Date, and shall be subject to any
transition agreements executed by the Company pursuant to the divestiture or
other transaction.
(e) Non-Disparagement. At all times during his employment with the
Company and thereafter, the Executive and, to the extent set forth in the next
sentence, the Company agree that each party will not knowingly make any
statement, written or oral, which disparages or is derogatory to the other party
in any communications with any customer or client or in any communications made
in a public manner. The Company's obligations under the preceding sentence
shall be limited to communications by its senior corporate executives.
(f) Cooperation. At any time on or after the Resignation Date, the
Executive agrees to cooperate fully with the Company and to provide such
information as the Company may reasonably request with respect to any
Company-related transaction, investment or other matter in which the Executive
was involved in any way while employed by the Company.
SECTION 8 Remedies
(a) The Executive acknowledges and agrees that the Company's remedies at
law for a breach or threatened breach of any of the provisions of Section 7
hereof would be inadequate and, in recognition of this fact, the Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled to
seek equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available.
(b) Notwithstanding any provision of this Agreement to the contrary, from
and after any breach by the Executive of the provisions of Section 7 hereof, the
Company shall provide written notice to the Executive of such breach. If the
Executive fails to correct his violation within 90 days, the Company shall cease
to have any obligations to make payments or provide benefits to the Executive
under this Agreement. The Executive also agrees to return to the Company the
full value of any compensation and benefits provided to the Executive while he
was in violation of any of the provisions in Section 7 hereof, and to compensate
the Company for any actual economic damages suffered by the Company as a result
of a breach of any of the provisions of Section 7 hereof.
(c) It is expressly understood and agreed that the Executive and the
Company consider the restrictions contained in Section 7 hereof to be
reasonable. If a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against the Executive, the
provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable.
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Alternatively, if the final decision of any tribunal of competent jurisdiction
determines that a particular restriction contained herein is unenforceable, and
such restriction cannot be amended so as to make it enforceable, such finding
shall not effect the enforceability of any of the other restrictions contained
herein.
SECTION 9 Release and Waiver of Claims
(a) It is understood and agreed that as a condition to the Executive's
becoming entitled to any payments or benefits under this Agreement, the
Executive agrees to execute on his Resignation Date a written release and waiver
of claims in which he releases and discharges the Company from
(i) any and all charges, claims and causes of action arising, directly or
indirectly out of his employment or the termination or his employment with
the Company, including but not limited to any claims involving tortious
course of conduct, breach of contract, defamation and public policy, claims
for wages and benefits, monetary and equitable release, punitive or
compensatory damages, outrage, outrageous conduct, fraud, promissory
estoppel, negligence, intentional or negligent infliction of mental or
emotional distress, breach of promise, and breach of the covenant of good
faith and fair dealing; and
(ii) any and all charges, claims and causes or action he may have under
Title VII of the Civil Rights Act of 1964, as amended; the Age
Discrimination in Employment Act of 1967, as amended; the National Labor
Relations Act, as amended; the Civil Rights Act of 1991, as amended; 42 U.
S. C. 1981, as amended; the Americans with Disability Act of 1990; the
Family and Medical Leave Act; the Connecticut Fair Employment Practices
Act, as amended; the Employee Retirement Income Security Act of 1974, as
amended; and various state and local human rights laws of contract and
tort, otherwise relating to his employment at the Company
(b) The release and waiver referred to herein shall not apply to the
Executive's rights under the Company's benefit plans and Workers' Compensation
laws, rights under the provisions of this Agreement and the rights more fully
described in the attached letter agreement between the Company and the Executive
setting forth the mutual understanding of how the Company will administer
certain employee benefit and incentive plans and programs as to the Executive.
The release and waiver shall be effective with respect to the Company, its
subsidiaries, affiliates and divisions and their respective successors and
assigns ("Affiliates"), the directors, officers, representatives, shareholders,
agents, employees of the Company and the Affiliates, and their respective heirs
and personal representatives. It is agreed and understood that following the
Executive's termination pursuant to Section 3 hereof, the payments and benefits
described under this Agreement shall not be required to be paid until the
Executive has delivered an executed release and waiver of claims to the Company
as set forth above.
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(c) It is understood and agreed that the Company shall provide to the
Executive on the Resignation Date a written release and waiver of claims in
which the Company releases and discharges the Executive from any and all
charges, claims and causes of action arising, directly or indirectly, out of the
Executive's employment with the Company prior to the Resignation Date; provided,
however, that the Company shall not release the Executive or waive any charges,
claims and causes of action based on events and activities of the Executive
arising from or in consequence of events or activities of the Executive which
would constitute Cause, as defined in Section 2 hereof. The executive shall
represent and warrant to the Company that he knows of no such charges, claims or
causes of action as of the resignation Date.
SECTION 10 Death of Executive after Entitlement to Payment
If the Executive dies at any time after having become entitled to payments
under Section 3 and 4 of this Agreement and prior to having received all amounts
owed thereunder, any of the amounts otherwise payable under Sections 3 and 4 of
this Agreement remaining unpaid at his death shall be paid to the Executive's
designated beneficiary or, if none is designated, to his estate.
SECTION 11 Miscellaneous
(a) Governing Law/Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of Connecticut, without reference to
principles of conflict of laws.
(b) Arbitration. With respect to any dispute between the parties hereto
arising from or relating to the terms of this Agreement, the parties agree to
submit such dispute to arbitration in Connecticut under the auspices of and the
employment rules of the American Arbitration Association. The determination of
the arbitrator(s) shall be conclusive and binding on the Company and the
Executive and judgment upon the award conclusive and binding on the Company and
the Executive and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The Company and the Executive
will each pay one-half of the costs and expenses of such arbitration, and each
party will separately pay for their counsel fees and expenses.
(c) Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the severance payable to the
Executive in the event of a termination of employment during the term of this
Agreement. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein, except rights more fully
described in the attached letter agreement between the Company and the Executive
setting forth the mutual understanding of how the Company will administer
certain employee benefit and incentive plans and programs as to the Executive.
This Agreement may not be altered, modified, or amended except by written
instruction signed by the parties hereto.
(d) No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party's rights
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or deprive such party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
(e) Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby. It is understood that this
Agreement does not constitute an admission by the Company of violation of any
statute, law or regulation.
(f) Assignment. This Agreement shall not be assignable by the Executive
and shall be assignable by the Company only with the consent of the Executive,
which shall not be unreasonably withheld; provided, however, that the Company
shall require any successor to substantially all of the stock, assets or
business of the Company to assume this Agreement.
(g) Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon the personal or legal representatives, executors,
administrators, successors, including successors to all or substantially all of
the stock, business and/or assets of the Company, heirs, distributees, devisees
and legatees of the parties.
(h) Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the execution page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the Board
with a copy to the Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
(i) Withholding Taxes. The Company may withhold from any amounts payable
under this Agreement such U.S. federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.
(j) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
(k) Integration of Other Plans and Programs. The Executive shall continue
to have such rights and privileges under the Company's executive and employee
plans and programs as the terms and conditions of such plans and programs may
provide taking into account the commitments of the Company under this Agreement;
provided, however, that any severance pay benefit to which the Executive may be
entitled from the Company other than any severance benefits under the Company's
Senior Executive Severance Policy, as set forth in Section 3 hereof, shall be
determined solely under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
PITNEY XXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
Chief Executive Officer
World Headquarters
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0700
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxxx
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EXHIBIT A
(1) All LTI and PBC level employees of Pitney Xxxxx Inc. and related companies
(2) All sales and service management level employees of each business unit of
Pitney Xxxxx Inc.
(3) All salespersons of Pitney Xxxxx Inc. and related companies who are in the
top 25% of all salespersons as measured by gross sales revenue and who are
high performers as measured by participation in Sales Leadership
Conferences, as determined by the Company, and any other salesperson as
identified in writing to the Executive
A written list of all individuals referred to in item (3) above shall be
provided to the Executive within 30 days of the effective date of this Agreement
and shall be supplemented as of the Executive's termination of employment with
the Company.
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