Insider trading policy
To define the policy prohibiting illegal insider trading and tipping by employees and Directors of Pitney Bowes Inc. and its direct and indirect subsidiaries (collectively "Pitney Bowes").
This policy applies to the Pitney Bowes Inc. Board of Directors and all employees within all operations worldwide.
This policy statement is divided into two parts. Part I applies to all employees and describes the prohibition on insider trading. Part II imposes additional restrictions on individuals who have been informed in writing that the Chief Executive Officer has designated them as Restricted Persons. The Restricted Persons group includes the Pitney Bowes Board of Directors as well as certain employees due to the nature of their work at Pitney Bowes.
I. All Employees
Pitney Bowes expects all employees to guard against the misuse of confidential information in securities trading and to comply fully with the laws prohibiting insider trading and stock tipping.
For these purposes insider trading is trading in company securities while in the possession of material nonpublic information. Stock tipping is the disclosure of material inside information to enable the recipient to buy or sell securities on the basis of such information. These are serious offenses that can result in civil and criminal penalties. Although the law governing insider trading is U.S.-based it applies to Pitney Bowes employees worldwide.
Information is considered "material" if a reasonable investor would consider it important in deciding whether to buy sell or retain a security. Material information may be either good or bad and is not limited to financial information. Some examples of inside information include: financial forecasts or results product information marketing plans proposed acquisitions or divestitures strategic plans or information about significant product or service developments.
Liability for insider trading is not dependent upon whether or not the motivation to trade is based upon material inside information. For example an employee plans to sell company securities because he or she needs the cash to pay a tuition bill. Regardless of the reason for the sale if that employee is aware of any material non-public information concerning the company he or she would be violating the law by selling the stock under those circumstances.
Information is generally considered "public" one full trading day after there has been an announcement of the information by the Company such as an announcement through radio television news wire services or in a document like an annual report or prospectus.
Employees are prohibited from engaging in short-term speculative trading in Pitney Bowes securities as well as hedging and other derivative transactions with respect to Pitney Bowes securities (other than transactions in employee stock options). These transactions are characterized by short sales "put" or "call" options swaps collars or similar derivative transactions. Such transactions by Company employees can create the appearance of impropriety and may become the subject of investigative action by the Securities and Exchange Commission or another regulatory authority in the event of any unusual activity in the stock or the stock price performance.
Questions regarding the prohibition on insider trading or concerning this policy may be directed to the Executive Vice President and Chief Legal and Compliance Officer the Vice President Secretary and Chief Governance Officer or the Assistant General Counsel.
II. Restricted Persons
Section II of this policy applies to the Pitney Bowes Inc. Board of Directors and to certain employees who have been notified of their designation as Restricted Persons. The policy statements and prohibitions set forth in Section I of this policy apply to all Restricted Persons. The provisions of Section II will govern to the extent that any requirement set forth in Section II conflicts with or is more restrictive than the requirements set forth in Section I.
A. Pre-clearance of Transactions in Pitney Bowes Stock
All Restricted Persons must pre-clear any planned transactions in Company securities as described below:
1. Who must pre-clear:
- Family members or domestic partners who share the same address or are financially dependent on a Restricted Person
- All corporations partnerships trusts or other entities owned or controlled by either the Restricted Person or a member of his or her immediate family living in the same household
2. When pre-clearance is required:
Any time a Restricted Person or a family member or domestic partner purchases or sells Pitney Bowes securities
Any time the Restricted Person exercises stock options where all or a portion of the acquired stock is immediately sold
3. Where to pre-clear:
Please contact the Vice President Secretary and Chief Governance Officer the Assistant General Counsel or the Director Stockholder Services and Assistant Secretary or if they are unavailable the Executive Vice President and Chief Legal and Compliance Officer.
It is expected that the planned transaction will be executed within 48 hours of receiving clearance. If additional time elapses another pre-clearance will be required since circumstances may have changed over that time period.
B. Allowable Trading Periods
- Trading in Pitney Bowes securities is permitted only during Allowable Trading Periods provided that the Restricted Person is not in possession of non-public material information.
- Each quarter the Allowable Trading Period commences one full market trading day following the public announcement of the Company's earnings and continues for a period of forty (40) calendar days. All Restricted Persons will receive on an annual basis a schedule reflecting the dates of the Allowable Trading Periods based upon the planned earnings release dates for the year.
- There may also be times during the quarterly Allowable Trading Periods when material information exists which for business or legal reasons is not available for public disclosure. Consequently trading in Company securities during such times would be inappropriate for Restricted Persons. It is therefore important for Restricted Persons to notify the Secretary or an Assistant Secretary in advance of executing any transaction. Restricted Persons may not be aware there is an unscheduled blackout so pre-clearance is required.
C. Short-Term Speculative Trading Prohibited
Restricted Persons are prohibited from engaging in short-term speculative ("in and out") trading in Pitney Bowes securities as well as hedging and other derivative transactions with respect to Pitney Bowes securities (other than transactions in employee stock options). These prohibited transactions are characterized by short sales "put" or "call" options swaps collars or similar derivative transactions.
All Restricted Persons and family members or domestic partners living in the same household are covered by these guidelines. Please note the following:
Prohibited Transactions During Blackout Periods or when an Allowable Trading Period is not in effect:
1. Purchase or sale of Pitney Bowes securities through a broker.
2. Exercise of stock options where all or a portion of the acquired stock is immediately sold.
3. Additional cash investments under the Company's Dividend Reinvestment Plan.
4. Switching existing balances into or out of Pitney Bowes stock in the Company's 401(k) Plan.
5. Switching existing balances out of Pitney Bowes phantom stock units in the Company's Deferred Incentive Savings Plan.
Acceptable Transactions During Blackout Periods or when an Allowable Trading Period is not in effect - Pre-clearance is required:
1. Exercise of stock options either on a "cash for stock" or "stock for stock" basis where no Pitney Bowes stock is sold to fund the option exercise.
2. Matching contributions in Pitney Bowes stock in the Pitney Bowes 401(k) and 401(k) Plus Plans.
3. Election to change the amount of future contributions to the Pitney Bowes 401(k) where the match in cash versus Company stock is affected.
4. Regular reinvestment of dividends under the Dividend Reinvestment Plan.
5. Philanthropic contributions of Pitney Bowes stock to a 501(c)(3) or similar organization.
6. Gifts of Pitney Bowes stock to an individual (unless the donor has reason to believe that the recipient intends to sell the shares during the current blackout period).
7. Transfers of Pitney Bowes stock to or from a trust.
8. Transactions in Pitney Bowes stock executed pursuant to a 10b5-1 plan that has been approved in writing in advance by the Office of the Chief Legal and Compliance Officer.
All employees have responsibility for promptly reporting violations of this policy. All managers and ensuring their personnel participate in the Company's training on insider trading. The Vice President Secretary and Chief Governance Officer and the Director Stockholder Services and Assistant Secretary are responsible for maintaining this policy.
Violations of this policy must be reported to an attorney in the Legal Department the Vice President Secretary and Chief Governance Officer or the Director Stockholder Services and Assistant Secretary or if they are unavailable the Executive Vice President and Chief Legal and Compliance Officer or Global Ethics and Business Practices. All reports of alleged violations of this policy will be investigated. Violations of this policy may result in disciplinary action including termination and/or civil and criminal prosecution.
Effective May 15 2010