units. In the case of death, common stock registered in the name of awardee’s legal representatives, beneficiaries or heirs will be granted. Upon vesting, the fair market value of the restricted stock unit will be considered ordinary income to you. The company will calculate the fair market value of the restricted stock units at vesting and determine the appropriate taxes required to fulfill the minimum federal, state and local withholding requirements. Fair market value is the average of the high and low price of the common stock on the vesting date. [NUMBER] year ratable vesting will occur on the first Tuesday in February of each year following the award date. The company will withhold the number of units having the fair market value sufficient to satisfy the statutory minimum withholding tax. The value of any fractional restricted stock unit shall be used towards the awardee’s federal tax obligations. The company will issue the net value in whole shares of Pitney Bowes Inc. common stock posted to the employee’s account. Upon settlement of the restricted stock units into common shares of the company stock, the awardee will obtain full voting rights and will be entitled to receive cash dividends and other distributions paid with respect to company stock.

No Vested Rights; 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. Any actual or unrealized gain related to the award will not be considered regular compensation for purposes of severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, whether under statutory or common law. In addition, no awardee is entitled to have any vested right to continue to receive future awards, nor shall any awards granted to an awardee 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) your ceasing to have rights under or be entitled to any award as a result of such termination or (ii) 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. By accepting this award, you authorize the company to withhold appropriate taxes if and when it determines the award becomes taxable to you. If you engage in “Gross Misconduct”, as defined in the Plans, all of your outstanding awards as of your date of termination shall be forfeited immediately. The plan and programs under which future stock options, restricted stock units and cash incentive units are awarded are subject to amendment, modification or termination by the company at any time.

Data Privacy
In order for Pitney Bowes to perform its administrative and legal requirements 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 Plans, tax compliance and reporting purposes. Because Pitney Bowes 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 explicit consent 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 Plans. 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 SAP, where available. By accepting this award, you give your explicit and voluntary consent to the collection, use, and storage of your personal data for purposes described in this award.

Terms of the Pitney Bowes Stock Plan
The option and restricted stock unit award is subject in all respects to the detailed terms and conditions of the 2007 Stock Plan. Further information concerning the Plan appears in the enclosed prospectus and is also available online at www.computershare.com. This document, dated [DATE] constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. You should read all of these documents to understand important information about this program, the Company and its stock, the terms of your participation in the program and the tax implications of the program.
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