Separation Agreement and General Release, dated as of September 29, 2023, between Pitney Bowes Inc. and Marc Lautenbach

Base Severance.  Pursuant to the Company’s Severance Pay Plan (“Severance Plan”), you will receive severance benefits of two (2) weeks’ Base Pay equal to the gross sum of $38,462, even if you do not sign this Agreement (“Minimum Benefit”).  “Base Pay” is your Annual Base Salary.

Conditional Severance.  Pursuant to the Severance Plan, and if you sign this Agreement and comply with all its terms, including, without limitation, signing an Updated Waiver and Release if so requested by the Company, and not revoking this Agreement and the Updated Waiver and Release, if applicable, you will receive conditional severance benefits of 78 weeks of the sum of Base Pay and your target annual incentive amount, divided by 52, less the Minimum Benefit, which is equal to the gross sum of $3,936,538 (“Conditional Benefit”).  The Conditional Benefit is in addition to your Minimum Benefit (together the “Severance Benefit”).  You shall not be obliged to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation you earn as a result of employment by another employer, except as specifically set forth in Section 4 of this Agreement.

Severance Timing.  Generally, the Severance Benefit is paid in equal installments on normal pay dates after the Last Day of Work during the Severance Period (as defined below), but because you are considered a “specified employee,” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), no payments under this Agreement that are “deferred compensation” subject to Code Section 409A will be made to you prior to the date that is six months after your separation from service with the Company (within the meaning of Treas. Reg. Section 1.409A-1(h)), or if earlier, your date of death.  Following any applicable six month delay, any such delayed payments will be paid in a single lump sum on the first pay date following the date that is six months after such separation from service.  Amounts payable to you will be less any applicable tax withholding and deductions.

Tax Withholding. Payments of the Severance Benefit made pursuant to this Agreement are taxable and the Company will withhold required federal, state and employment taxes from these payments.

Unemployment Compensation. The decision to apply for state unemployment compensation is your own. If you choose to apply for unemployment compensation based on the termination of your employment with the Company, the Company may be asked to characterize the circumstances of your termination of employment. If asked the Company will answer all inquiries truthfully.

Continued Performance of Job Responsibilities. Payment of any of the Severance Benefit and your continued employment through the Separation Date is contingent upon your performance of your job responsibilities at acceptable levels and your compliance with the Company’s policies and procedures as well as you remaining an employee in good standing through your Separation Date.

Balances You Owe the Company. You agree that any money you owe the Company may be deducted from any Severance Benefit paid, subject to applicable law.

Severance Period.  For purposes of this Agreement, the term Severance Period means the period beginning on your Separation Date and ending 78 weeks following your Separation Date.

Death. If you should die at any time after the date you have executed this Agreement, any unpaid portion of the Severance Benefit shall be paid to your estate in a lump sum payment as soon as practicable after death.

FINANCIAL COUNSELING:  You will be eligible to receive, during the Severance Period, financial counseling services from a qualified provider of financial counseling services selected by the Company, up to an aggregate value of $21,225.  The Company will pay the financial counseling service provider directly.  You will be responsible for any income tax due on imputed income for financial counseling services, as well as any costs in excess of the $21,225 limit.

OTHER RESIGNATIONS:  You hereby agree to resign your position as a member of the Board of Directors of the Company (the “Board”), as a member of the Board of Directors or comparable governing body of any other Company Entity and from all other positions with the Company Entities, in each case, effective as of the Last Day of Work. You agree to provide the Company Entities with any other written notice necessary to effectuate the foregoing resignations.

a pro-rated 2023 Annual Incentive Award (as defined in the KEIP), calculated by pro-rating your target Annual Incentive Award of $1,650,000 based on your Last Day of Work (i.e., 275/365), with payout based on actual achievement of performance-based targets associated with the 2023 Annual Incentive Award, as determined by the Board consistent with other 2023 senior executive bonuses, and payable at the time 2023 Annual Incentive Awards are paid to current employees of the Company.

restricted stock units granted to you before your Separation Date that are at least partially vested (outstanding for at least one year) as of your Separation Date (consisting of 52,988 restricted stock units granted to you on March 3, 2021) will immediately vest on your Separation Date, with settlement of such restricted stock units to occur in accordance with the terms of the applicable stock plan and award agreement;

stock options will remain exercisable until the applicable award expiration date set forth in the applicable Stock Option Award Agreement; and

Cash Incentive Units (as defined in the KEIP) (“CIUs”) outstanding for one year or longer as of your Separation Date (consisting of CIUs awarded to you in 2021 with a 2021-2023 performance period and CIUs awarded to you in 2022 with a 2022-2024 performance period) will fully vest at the end of the three-year performance period, with the payment to be made at the close of each respective cycle when the value of the CIUs is determined.  The payout will be based on the actual achievement of performance-based targets associated with CIUs as determined by the Board.

By signing this Agreement, you agree that in exchange for the payments and other benefits and consideration contained in this Agreement to which you are not otherwise entitled, you, on behalf of your heirs, executors, administrators, trustees, legal representatives and assigns, forever release and discharge the Company Entities from any and all claims, actions, suits, demands, obligations, losses, liabilities, debts, obligations for damages (including but not limited to compensatory, exemplary and punitive damages), expenses, back pay, reinstatement, attorneys’ fees and costs whether known or unknown, against any of the Company Entities,  arising up to and including the date you sign this Agreement, including but not limited to claims arising under the following laws including any amendments to them: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the ADA Amendments Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act of 1988; the National Labor Relations Act; 42 U.S.C. 1981; the Family and Medical Leave Act of 1993; the  Connecticut Fair Employment Practices Act; the Connecticut Family and Medical Leave Law; the Connecticut Age Discrimination and Employee Insurance Benefits Law; the Connecticut Smokers’ Rights Law; and any and all other claims arising under or out of any other federal, state, or local statute, law, constitution, ordinance or regulation or any other claims sounding in tort or contract, including but not limited to claims relating to express or implied contracts, public policy, negligence, personal injury, emotional distress, invasion of privacy, detrimental reliance, promissory estoppel, common law claims or any other claims arising out of or relating to your employment with the Company Entities.  Specifically, and without limitation, you waive any rights that you may have under the Pitney Bowes Incentive Program, the KEIP, the Senior Executive Severance Policy and any other incentive or severance plan, program, agreement or arrangement of the Company Entities, and agree that no additional severance or other cash incentives or payments or benefits are owed to you, except as provided herein.

Without detracting in any respect from any other provision of this Agreement, you, in consideration of the payments and benefits provided to you in this Agreement, agree and acknowledge that this Agreement constitutes a knowing and voluntary waiver of all rights or claims you have or may have against the Company Entities as set forth herein, including, but not limited to, all rights or claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA.

To the fullest extent of the law and subject to the provisions of paragraph (d) below you represent and affirm that (i) you have not filed or caused to be filed, on your behalf, any complaint or claim for relief against any of the Company Entities, that you do not have a pending claim of unlawful discrimination, harassment, sexual harassment, abuse, assault, or other criminal conduct or retaliation and you will not file, or cause to be filed on your behalf, any lawsuit, complaint or claim for relief against any of the Company Entities, and you are not aware of any such lawsuit, complaint or claim; and (ii) you have no knowledge of any purported improper, unethical or illegal conduct or activities and have not reported any such conduct or activities to the Board, Human Resources representative, Corporate Compliance representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, to PB Resolve, or to the Ethics Hotline.  You will be deemed to have sued the Company Entities if you elect to participate in and/or accept any settlement from any class action filed against any of the Company Entities.

Nothing in this Agreement shall prohibit or restrict you from (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal or state regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal or compliance departments; or (iii) testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of the Sarbanes-Oxley Act or any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission, or any self-regulatory organization.

You have certain post-employment obligations set forth in the Proprietary Interest Protection Agreement that you previously signed. This Proprietary Interest Protection Agreement survives this Agreement and is incorporated herein by reference. A copy of the Proprietary Interest Protection Agreement will be provided to you upon request.

Given your position with the Company, you had access to proprietary information which is information not made available to the public and is maintained as confidential by the Company including, but not limited to, Company procedures, scientific or technical knowledge or production information; business information of the Company including, but not limited to, marketing and business plans and strategies; customer identities, lists, needs or current or proposed product usage; current or proposed product and equipment costs, specifications and pricing, licensing arrangements, and internal financial information, personnel information including personnel lists, resumes, performance evaluations and organization structures; and, passwords or access codes to Company databases.  You agree that you hold and will hold all such information (including information as to the termination of your employment hereunder) in a fiduciary capacity for the benefit of the Company, and will not disclose to any third party or use for your benefit or that of any third party, any proprietary information other than what is reasonably appropriate in connection with your securing other employment or engagements. Without limiting the scope of the foregoing, you acknowledge and agree that you shall at all times keep confidential, and not disclose to other persons or entities, or use for any purpose other than as required in the course of your employment or engagement of services, as applicable, with the Company, any and all Company Confidential Information.  “Company Confidential Information” includes any information or material, regardless of how it is stored or disseminated, which is not generally known or available to the public, and which (i) is generated or collected by or utilized in the operations of the Company and relates to the actual or anticipated business or research or development of the Company; or (ii) is suggested by or results from any task assigned to you by the Company or work  performed by you for or on behalf of the Company Confidential  Information.  Company Confidential Information shall not be considered generally known to the public if revealed improperly to the public by you or others without the Company’s express written consent and/or in violation of an obligation of confidentiality to the Company.  This obligation of confidentiality shall be in effect for as long as such information is not generally available to the public and is confidential.  Examples of Company Confidential Information include, but are not limited to, customer lists, customer information, customer contacts, the identity of suppliers, pricing, margins, business plans, marketing plans, financial data, business and customer strategy, techniques, technical know-how, formulae, processes, designs, prototypes, models, software, solutions, discussion guides, employee performance, and research and development.The confidentiality obligations herein shall not prevent you from revealing evidence of criminal wrongdoing to law enforcement or prohibit you from divulging Company Confidential Information or trade secrets by order of court or agency of competent jurisdiction; however, you shall promptly inform the Company of any such situations and shall take such reasonable steps to prevent disclosure of Company Confidential  Information or trade secrets until the Company has been informed of such requested disclosure and the Company has had an opportunity to respond to the court or agency.You  agree not to disclose to the Company, or use in your work for the Company, any confidential information and/or intellectual property which the Company is not otherwise legally entitled to learn of or use.

Nothing in this Agreement is intended to prevent you from (i) using on your behalf your general knowledge or experience in any area of activity, whether or not involving your service with the Company; (ii) referring to your performance of services for the Company as descriptive of your abilities and qualifications for employment or engagement by any other person; (iii) disclosing information concerning this Agreement to your legal, personal, business or tax advisors, or members of your immediate family; or (iv) disclosing such information as may be required to be disclosed in response to a subpoena or other order of a court or competent jurisdiction or administrative agency requiring such disclosure, and after reasonable notice to the Company, but in no event more than three (3) working days of your receiving such legal process.  Nor shall the foregoing prohibit or restrict such disclosure as may be necessary for the prosecution of claims relating to the performance or enforcement of this Agreement or prohibit or restrict you (or your attorney) from responding to any such inquiry about this settlement or its underlying facts and circumstances by the Securities and Exchange Commission or any other regulatory organization. In addition, you are hereby provided notice that under the 2016 Defend Trade Secrets Act no individual will be held criminally or civilly liable under Federal or State trade secret law for a trade secret disclosure if the disclosure is: (i) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) made solely for the purpose of reporting or investigating a suspected violation of law; or, made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public.  And, if a Company employee pursues a lawsuit for alleged retaliation for reporting a suspected violation of the law, he or she may use trade secret information in the court proceeding if he or she files any document containing the trade secret under seal and does not disclose the trade secret except as permitted under a court order. Nothing in this Agreement prohibits a disclosure of trade secrets or other Confidential Information that complies with the limitations described above.  However, in order for a disclosure to be permitted and protected under this provision, it must be made in strict accordance with the limitations described above.

During the Severance Period, you shall not directly, indirectly or in conjunction with any other person or entity:

own (other than 5% ownership in a publicly traded company), manage, operate, or participate in the ownership, management, operation, or control of, or be employed by any entity, which is in competition with the Company, with which you would hold a position with responsibilities similar to any position you held with the Company during the last two years of your employment with the Company or in which you would have responsibility for and access to confidential information similar or relevant to Company Confidential Information to which you had access to during the last two years of your employment with the Company in any geographic territory over which you had responsibilities during the last two years of your employment with the Company;

contact, solicit or in any capacity, provide products or services competitive with, or similar to, products or services offered by the Company to any person, company or entity which was a customer or prospective customer of the Company for such products or services and with which you had direct or indirect contact regarding those products or services at any time during the last two years of your employment with the Company or about which you learned Company Confidential Information during the last two years of your employment with the Company; or

solicit, entice, or communicate with any employee or any independent contractor of the Company, who possess confidential or proprietary information of the Company, to terminate his or her relationship with the Company and/or hire any such employee or independent contractor.

You agree that neither you nor anyone acting at your direction shall at any time denigrate, through adverse or disparaging communication, written or oral, whether true or not, the operations or business of the Company or its current or former employees, including, without limitation, the expression of personal views, opinions or judgments.  Further, following the Separation Date, you shall refrain from making any statement, communication or publication that disseminates or publicizes confidential information about, places in a false light, defames, disparages or holds up to ridicule the Company or its past or present officers, management, directors or employees.  The Company agrees that the Company (through any authorized public statement) shall not, and shall instruct its officers and members of the Board not to, at any time publicly denigrate you, through adverse or disparaging communication (whether directly or through anyone acting at the Company’s or such person’s direction), written or oral, whether true or not, including, without limitation, the expression of personal views, opinions or judgments.  Further, the foregoing shall be interpreted to cover any statement, communication or publication that disseminates or publicizes confidential information about you, places you in a false light, defames you, disparages you or holds you up to ridicule.

The provisions of this paragraph shall not apply to any truthful statement required to be made only as a result of a subpoena or other legal compulsion in any court proceeding or government or regulatory investigation.  You further agree to notify in writing the Company’s Office of the General Counsel at 3001 Summer Street, Stamford, CT 06905, or facsimile number ###-###-#### within three (3) working days of your receiving any such legal process, which refers to the Company.

You further acknowledge that your breach of the Agreement will result in irreparable and continuing damage to the Company for which monetary damages would be an inadequate remedy.  In the event of any such breach or threatened breach by you, the Company shall be entitled to insist upon specific performance of this Agreement, and the Company shall be entitled to preliminary and permanent injunctive relief.

Separately, if you should violate any of the provisions of this Agreement, particularly your Post-Employment Obligations, the Company shall have the right, as allowed by law, to terminate any additional compensation, benefit and bonus consideration that is conditioned on you signing this Agreement. The Company shall also be entitled to, as allowed by law, disgorgement of any payments made to you while you were in violation of your Post-Employment Obligations.