Exhibit 10.2
###COMPANY_LOGO###
Award Letter
May 22, 2025
Kurt Wolf Address on file with Pitney Bowes Inc.
STOCK OPTION AGREEMENT
This Stock Option is made in recognition of your expected future efforts and contributions to Pitney Bowes Inc., its subsidiaries and Affiliates (“Company”). This Stock Option is issued under the Pitney Bowes Inc. 2024 Stock Plan (as may be amended, the “Plan”). To the extent any capitalized terms used in this agreement (“Award Agreement”) are not defined, they shall have the meaning ascribed to them in the Plan, which is made a part of this Award Agreement.
Pursuant to the Plan, the Company hereby grants to you as of the “Award Date” specified below, and you hereby accept from the Company, the right and option to purchase all or any part of the Shares set forth below in the column “Option Shares”, on the terms and conditions set forth in this Award Agreement and in the Plan.
About Your Stock Option Award
A Stock Option represents your right to purchase one share of Pitney Bowes Inc. common stock for the option exercise price specified below, with the option vesting and being exercisable in installments. This Stock Option consists of three tranches: Tranche A, Tranche B, and Tranche C (each, an “Option Tranche”). The Award Date, number of Option Shares, Option Exercise Price and Expiration Date for each Option Tranche are specified below. Each Option Tranche will vest and become exercisable in three approximately equal installments on each of the first, second, and third anniversaries of the Award Date (May 22, 2026, May 22, 2027 and May 22, 2028).
| Tranche |
Award Date | Option Shares | Option Exercise Price |
Expiration Date | ||||||||||
| Tranche A |
May 22, 2025 | [●] | $ | 12.00 | May 22, 2030 | |||||||||
| Tranche B |
May 22, 2025 | [●] | $ | 14.00 | May 22, 2030 | |||||||||
| Tranche C |
May 22, 2025 | [●] | $ | 16.00 | May 22, 2030 | |||||||||
Vesting and Expiration
Subject to the terms and conditions of this Award Agreement, the NSO shall vest and become exercisable in accordance with the above schedule, provided you are continuously employed by the Company through the applicable vesting dates, except as provided in the Termination Provisions section herein. As described above, each Option Tranche will vest and become exercisable in three approximately equal installments on each of the first, second, and third anniversaries of the Award Date.
The term of the Stock Option will commence on the Award Date set forth above and will continue until the Expiration Date set forth above, unless earlier terminated as provided herein or pursuant to the Plan. In no event may the Stock Option be exercised after the Expiration Date.
Neither dividends nor dividend equivalents are payable on this Stock Option, nor do Stock Options carry voting rights.
Method of Exercise and Method of Payment
You may elect to pay the Option Exercise Price for the vested portion of this Stock Option pursuant to any of the following methods: (a) by cash, certified or cashier’s check, bank draft, money order or other immediately available funds, (b) delivery to the Company of a number of Shares you already own having a Fair Market Value on the exercise date equal to the applicable Option Exercise Price, (c) a broker-assisted cashless exercise, (d) through the Company withholding of Shares that otherwise would be delivered to you as a result of the exercise of the Stock Option (in which case the withheld Shares shall be valued at their Fair Market Value on the Option Exercise Date), or (e) any combination of the foregoing.
You may exercise the vested portion of the Stock Option by delivery to the Company of a written notice stating that you are exercising the Stock Option and specifying the number of Shares you will purchase, and such notice shall be accompanied by payment in full of the Option Exercise Price of the Shares for which the Stock Option is being exercised, by one or more of the methods provided above. The notice must be delivered to the Company through Solium ShareWorks at https://www.shareworks.com.
Upon proper exercise, the Company will issue Shares to you for the number of option shares exercised, less any applicable withholding. Notwithstanding any provisions in this Award Agreement to the contrary, fractional Option Shares shall not vest until the date on which the Stock Option becomes 100% vested, and no Shares will be issued for fractional exercise of the Stock Option.
Termination Provisions and Vesting of Stock Option
The Plan either specifically provides or authorizes the Board to provide in this Award Agreement what happens in the event you terminate employment with the Company. Except as set forth below or in the Plan, you must be employed by the Company through each vesting date for the Stock Option to vest and become exercisable, and any unvested portion of the Stock Option will be forfeited upon termination of employment. The following chart describes the possible termination events and the impact on the Stock Option of such terminations of your employment with the Company prior to the vesting dates stated above. Section 10 of the Plan describes the impact on the Stock Option of a Change in Control, including a Termination of Employment on Account of a Change of Control, prior to the vesting dates stated above.
| Stock Option: | ||
| TERMINATION EVENT | TREATMENT OF OPTION - VESTING AND EXERCISABILITY | |
| Death or Disability* | In the event of termination of your employment with the Company due to your death or Disability, the Stock Option will be vested in full as of the date of termination of employment. Thereafter, you or your estate, devisee or heir-at-law (as applicable) will have the right to exercise the vested Stock Option, in whole or in part, until the Expiration Date. | |
| Involuntary termination on or after the first anniversary of the Award Date other than for Cause** or Gross Misconduct** | In the event of termination of your employment with the Company by the Company on or after the first anniversary of the Award Date other than for Cause or Gross Misconduct, the Stock Option will vest in full as of the date of termination of your employment. Thereafter, you will have the right to exercise the vested Stock Option, in whole or in part, until the Expiration Date. | |
| Voluntary resignation or involuntary termination before the first anniversary of the Award Date other than for Cause** or Gross Misconduct** | In the event of termination of your employment with the Company due to your voluntary resignation or by the Company before the first anniversary of the Award Date other than for Cause or Gross Misconduct, the unvested portion of the Stock Option will be forfeited on the date of termination of employment. Vested options can be exercised within 3 months of the date of termination of employment. | |
| Cause** or Gross Misconduct** | In the event of termination of your employment with the Company for Cause or Gross Misconduct, both the vested and unvested portion of the Stock Option will be forfeit on the date of termination of employment or the date of the actions giving rise to Cause or Gross Misconduct, as determined by the Company. | |
| * | “Disability” shall mean a Participant who is “disabled” for six months under the provisions and procedures of the Pitney Bowes Long Term Disability (LTD) Plan, irrespective of whether the Participant is eligible to receive benefits under the LTD Plan, or a Participant entitled to receive benefits for six months under state worker’s compensation laws. |
| ** | “Cause” and “Gross Misconduct” are defined in the Pitney Bowes Inc. Key Employees Incentive Plan. |
If your employment with the Company terminates and you are subsequently rehired by the Company, your subsequent employment will not reinstate your rights under this Stock Option award or any other award(s) granted to you prior to your termination from employment.
The Stock Option and all Shares issued upon exercise of the Stock Option are subject to the Company’s clawback policies and the recoupment provisions of the Plan.
Income and Tax Withholding
The Stock Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
You shall pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the grant, vesting or exercise of this Stock Option as and when the Company determines those amounts to be due, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to you any federal, state, or local taxes of any kind required by law to be withheld with respect to the Stock Option.
If and when your Stock Option is properly exercised, the Company will post vested whole Shares to your account at Shareworks.
For income tax consequences of your award, please refer to the Tax Summary for your country by accessing Solium ShareWorks at https://www.shareworks.com/. The Company will withhold all required taxes pursuant to the laws of the local jurisdiction. By accepting this award, you authorize the Company to withhold appropriate taxes and other required payments, if, and when it determines the award becomes taxable to you.
You agree that your minimum withholding tax obligation with respect to the exercise of the Stock Option and any distributions made by the Company to you with respect to the Stock Option or the Option Shares will be satisfied (provided that you have enough Shares that would otherwise be delivered to you) by the Company’s withholding a portion of the Shares otherwise deliverable to you, such Shares being valued at their Fair Market Value as of the date on which the taxable event that gives rise to the withholding requirement occurs. You further agree that each time the Company withholds Shares to satisfy your minimum withholding tax obligation, the Company will round up to the nearest whole number of Shares (with any over withholding applied to federal income tax). For example, if 9.6 Shares are required to satisfy the minimum withholding tax obligation, the Company will round up to 10 Shares. By accepting this Award Agreement, you consent to this method of tax withholding, including the Company rounding up to the nearest whole number of Shares.
Income from Stock Options Are Not Considered Compensation for Benefit Plan Purposes
Any income or actual or unrealized gain related to the Stock Option will not be considered regular compensation for purposes of severance, resignation, termination, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, whether under statutory or common law.
No Vested Rights in Future Awards; Waiver of claims
This Award is granted solely on a discretionary basis considering past and expected future performance and is not intended to create a right or entitlement. This Award does not create a right to or expectation of future employment with the Company. You do not have any vested right to continue to receive future awards of Stock Options, nor shall any Stock Option granted to you become a benefit or entitlement of employment. You will have no rights, claim or entitlement to compensation or damages as a result of your termination of employment for any reason whatsoever (whether or not in breach of contract or local law), insofar as these rights, claim or entitlement arise or may arise from (i) the vesting or exercise of your Stock Option, (ii) your ceasing to have rights under or be entitled to any Award as a result of such termination or (iii) loss or diminution in value of the Award as a result of such termination, and you irrevocably release your employer, the Company and its Affiliates, as applicable, from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any such right or claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, you will be deemed to have irrevocably waived your entitlement to pursue such rights or claim.
Limits on Transfer of Awards
Neither this Stock Option award nor any right under any Stock Option award shall be assignable, alienable, pledgeable, attachable, encumberable, saleable, or transferable by you other than by will or by the laws of descent and distribution (or, in the case of Stock Options that are forfeited or canceled, to the Company). Any purported assignment, sale or transfer thereof shall be void and unenforceable against the Company. If the Committee so indicates in writing to you, you may designate one or more beneficiaries who may exercise your rights under this Award Agreement and receive any property distributable with respect to this Stock Option award upon your death or Disability. Shares issued upon exercise of this Stock Option award, and any rights under this Stock Option award, shall be payable or exercisable, during your lifetime only by you or, if permissible under applicable law, by your guardian or legal representative.
Adjustment, Recoupment, Forfeiture
Notwithstanding anything to the contrary contained, in consideration of the grant of this Stock Option award, you agree that this Stock Option award and any payments under it will be subject to forfeiture or repayment to the extent provided for in the Pitney Bowes Inc. Compensation Recoupment Policy, as in effect from time to time, and the Plan. In the event of any inconsistencies between this Award Agreement and any applicable clawback policy, the clawback policy will govern in any and all cases.
Data Privacy
In order for Pitney Bowes Inc. to meet its administrative, tax and legal obligations under the Plan, you agree to allow the Company to collect, process and transfer personal data about you, as described below. Such data includes, without limitation, the information provided in the award materials and other personal data such as your name, work address, work telephone, employment status, salary, details of common stock and awards for common stock held or previously made and any other personal data required and relevant to the administration of the Plan, tax compliance and reporting purposes. Because Pitney Bowes Inc. is a multinational company, in the case of non-U.S. residents, such personal data will be transferred to the United States of America and possibly to other locations where Plan administration information collection and processing may occur.
Your agreement to collect, use, store and transfer any such personal data extends to Pitney Bowes Inc. and any of its subsidiaries, any outside third-party plan administrators as selected by the Company and any other person that the Company may engage in the administration of the Plan. You may exercise your right to access and correct your personal data at any time by contacting your local human resources representative or by accessing Workday, where available. By accepting the Stock Option, you agree to the collection, use, and storage of your personal data for purposes described in this award. If you do not agree, you may revoke the Award by contacting your local Human Resources Representative.
Amendment, Modification or Termination and Adjustment for Errors
This Stock Option award and this Award Agreement are subject to amendment, modification or termination by the Company at any time as provided in the Plan. The Company reserves the right to correct any administrative error in this Award Agreement.
Terms of the 2024 Stock Plan
This Stock Option are subject to the terms of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan shall govern. You hereby accept as final, conclusive and binding any decisions by the Committee with respect to the interpretation or administration of the Plan and this Award Agreement. A copy of the Plan and further information concerning the Plan is available on the Company’s intranet.
By acceptance of this Award Agreement, you agree to accept the terms of the Stock Option award as set forth herein and in the Plan.