Annual Report — [x] Reg. S-K Item 405 — Form 10-K
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1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 14 60K
2: EX-3.B Articles of Incorporation/Organization or By-Laws 4 19K
3: EX-10.A Material Contract 5 23K
4: EX-10.B Material Contract 1 6K
5: EX-10.E Material Contract 6 34K
6: EX-10.F Material Contract 9 39K
7: EX-13 Annual or Quarterly Report to Security Holders 26 123K
8: EX-21 Subsidiaries of the Registrant 1 6K
9: EX-24 Power of Attorney 2± 10K
10: EX-27 Financial Data Schedule (Pre-XBRL) 2 8K
EX-10.F — Material Contract
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EXHIBIT 10F
DELUXE CORPORATION
ANNUAL INCENTIVE PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF DECEMBER 21, 1994)
1 ESTABLISHMENT. On November 12, 1993, the Board of Directors of Deluxe
Corporation, upon recommendation by the Compensation Committee of the Board of
Directors, approved an incentive plan for executives as described herein, which
plan shall be known as the "Deluxe Corporation Annual Incentive Plan." This
Plan shall be submitted for approval by the shareholders of Deluxe Corporation
at the 1994 Annual Meeting of Shareholders. This Plan shall be effective as of
January 1, 1994, subject to its approval by the shareholders, and no benefits
shall be issued pursuant thereto until after this Plan has been approved by the
shareholders.
2 PURPOSE. The purpose of this Plan is to advance the interests of Deluxe
Corporation and its shareholders by attracting and retaining key employees, and
by stimulating the efforts of such employees to contribute to the continued
success and growth of the business of the Company. This Plan is further
intended to provide employees with an opportunity to increase their ownership of
the Company's common stock and, thereby, to increase their personal interest in
the long-term success of the business in a manner designed to increase
shareholder value.
3 DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:
3.1 COMPENSATION COMMITTEE - a committee of the Board of Directors of the
Company designated by such Board to administer the Plan which shall consist
of members appointed from time to time by the Board of Directors and shall
be composed of not fewer than such number of directors as shall be required
to permit the Plan to satisfy the requirements of Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "1934 Act"), as amended, or any successor rule or regulation
("Rule 16b-3"). Each member of the Compensation Committee shall be a
"disinterested person" within the meaning of Rule 16b-3 and, following the
1995 Annual Meeting of Shareholders of the Company, an "outside director"
within the meaning of Section 162(m) of the Code.
3.2 CODE - the Internal Revenue Code of 1986, as it may be amended from
time to time, and any proposed, temporary or final Treasury Regulations
promulgated thereunder.
3.3 COMMON STOCK - the common stock, par value $1.00 per share, of the
Company.
3.4 COMPANY - Deluxe Corporation, a Minnesota corporation, and any of its
subsidiaries or affiliates, whether now or hereafter established.
3.5 DELUXE - Deluxe Corporation, a Minnesota corporation, and all
subsidiaries included in its consolidated financial reports for a given
period.
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3.6 EXECUTIVES - all Participants for a given Performance Period designated
by the Compensation Committee as "Executives" for purposes of this Plan.
The Compensation Committee shall designate as Executives all Participants
it reasonably believes may be "named executive officers" under Rule 402
promulgated under the 1934 Act for that Performance Period.
3.7 INCENTIVE POOL AMOUNT - a specific dollar amount equal to the Company's
ROACE Achievement Factor multiplied by the Maximum Incentive Pool Amount.
3.8 INDIVIDUAL INCENTIVE AMOUNT - an amount for a Performance Period equal
to (a) for any Executive, the product of (i) such Executive's Maximum
Incentive multiplied by (ii) a fraction equal to (W) the Incentive Pool
Amount divided by (X) the Maximum Incentive Pool Amount and (b) for any
Other Participant, the product of (i) such Other Participant's Individual
Performance Achievement Factor multiplied by (ii) the product of (Y) such
Other Participant's Maximum Incentive multiplied by (Z) a fraction equal to
(A) the Incentive Pool Amount divided by (B) the Maximum Incentive Pool
Amount.
3.9 INDIVIDUAL PERFORMANCE ACHIEVEMENT FACTOR - a percentage, not exceeding
100% (expressed as a fraction for the purposes of the calculation of
benefits under the Plan), provided in a schedule or table or computed from
a formula established by the Compensation Committee in advance of a
Performance Period which corresponds to the achievement by each Other
Participant of the Performance Factors established by the Compensation
Committee which are applicable to the Other Participant for the Performance
Period.
3.10 MAXIMUM INCENTIVE POOL AMOUNT - a specific dollar amount which shall
constitute the maximum amount of benefits payable (whether in cash or
shares of Common Stock or any combination thereof) to all Participants
under this Plan for a given Performance Period. This amount shall be
established for each Performance Period by the Compensation Committee prior
to the start of such Performance Period, based upon such factors as it
shall deem appropriate
3.11 MAXIMUM INCENTIVE - a specific dollar amount which shall constitute
the maximum incentive payment to be made (whether in cash or shares of
Common Stock or any combination thereof) pursuant to the Plan to a
Participant for a Performance Period, as determined by the Compensation
Committee prior to the start of such Performance Period, based upon such
factors as it shall deem appropriate; provided that the Maximum Incentive
for any Other Participant may be increased by the Compensation Committee
after the conclusion of a Performance Period in accordance with Section
5.1(b) hereof; and provided, further, however, that the Maximum Incentive
which may be paid pursuant to the Plan to any Participant (including any
Other Participant pursuant to Section 5.1(b)), whether in cash or other
property, shall not exceed in value $800,000 in any calendar year. Any
incentive payment (or portion thereof) paid in a form other than cash shall
be valued at the fair market value thereof on the date of payment in such
manner as the Compensation Committee shall determine.
3.12 OTHER PARTICIPANTS - all Participants for a given Performance Period
who are not designated as "Executives" by the Compensation Committee for
such Performance Period.
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3.13 PARTICIPANTS - any management or highly compensated employees of the
Company who are designated by the Compensation Committee prior to the start
of a Performance Period as Participants in this Plan. Directors of the
Company who are not also employees of the Company are not eligible to
participate in the Plan. Participants shall be designated as either
Executives or Other Participants by the Compensation Committee prior to the
start of a Performance Period.
3.14 PERFORMANCE FACTOR - the preestablished, objective performance goals
selected by the Compensation Committee prior to the start of each
Performance Period and which shall (i) in the case of Executives, be based
solely on ROACE and (ii) in the case of Other Participants, be based on
such business criteria (which may be, exclusively, ROACE) as the Committee
may determine to be appropriate, which may include financial and
nonfinancial performance goals that are linked to such individual's
business unit or the Company as a whole or to such individual's areas of
responsibility.
3.15 PERFORMANCE PERIOD - each consecutive twelve-month period commencing
on January 1 of each year during the term of this Plan.
3.16 PLAN - this Deluxe Corporation Annual Incentive Plan.
3.17 RETURN ON AVERAGE CAPITAL EMPLOYED OR ROACE - a percentage computed as
Deluxe's (or group of companies') "income from operations" on a
consolidated basis as reported to its shareholders divided by Deluxe's (or
group of companies') "total invested capital." As used herein, "income
from operations" shall be computed as income before taxes, interest expense
and interest income, and "total invested capital" shall be computed as the
sum of long-term debt, common equity and preferred stock, all as computed
in accordance with generally accepted accounting principles as in effect
from time to time and, with respect to Deluxe, as applied by Deluxe in the
preparation of its financial statements.
3.18 ROACE ACHIEVEMENT FACTOR - is a percentage (expressed as a fraction
for purposes of the calculation of benefits under the Plan) provided in a
schedule or table or computed from a formula established by the Committee
in advance of a Performance Period, which corresponds to or is derived from
Deluxe's ROACE during the Performance Period as compared to the S&P 500
ROACE during a measurement period (which need not be the same as the
Performance Period); provided that the percentage shall be zero in the
event Deluxe's ROACE during the Performance Period is less than the
fiftieth (50th) percentile of the S&P 500 ROACE during the applicable S&P
500 measurement period.
3.19 S&P 500 - the company stock index reported by Standard & Poor's, Inc.,
also known as the Standard & Poor's 500 Company Stock Index."
3.20 UNITS - Restricted Stock Units, as defined in the Deluxe Corporation
Stock Incentive Plan.
4 ADMINISTRATION.
4.1 POWER AND AUTHORITY OF COMPENSATION COMMITTEE. The Plan shall be
administered by the Compensation Committee. The Compensation Committee
shall have full power and
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authority, subject to all the applicable provisions of the Plan and
applicable law, to (a) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it deems necessary or advisable for
the proper administration of the Plan, (b) construe, interpret and
administer the Plan and any instrument or agreement relating to the Plan,
(c) determine, from time to time, whether shares of Common Stock and/or
Units will be made available to Participants under the Plan, and (d) make
all other determinations and take all other actions necessary or advisable
for the administration of the Plan. Unless otherwise expressly provided in
the Plan, each determination made and each action taken by the Compensation
Committee pursuant to the Plan or any instrument or agreement relating to
the Plan shall be (x) within the sole discretion of the Compensation
Committee, (y) may be made at any time and (z) shall be final, binding and
conclusive for all purposes on all persons, including, but not limited to,
Participants and their legal representatives and beneficiaries, and
employees of the Company.
4.2 DELEGATION. The Compensation Committee may delegate its powers and
duties under the Plan to one or more officers of the Company or a committee
of such officers, subject to such terms, conditions and limitations as the
Compensation Committee may establish in its sole discretion; provided,
however, that the Compensation Committee shall not delegate its power (a)
to make determinations regarding officers or directors of the Company who
are subject to Section 16 of the 1934 Act; or (b) in such a manner as would
cause the Plan not to comply with the provisions of Section 162(m) of the
Code.
4.3 DETERMINATIONS MADE PRIOR TO EACH PERFORMANCE PERIOD. Prior to the
first day of April of each Performance Period (i.e., at any time ending on
or before the 90th day of each Performance Period), the Compensation
Committee shall:
a. designate all Participants (including designation as Executives or
Other Participants) for such Performance Period;
b. determine the measurement period to be used to calculate the ROACE of
the S&P 500 for purposes of determining the ROACE Achievement Factor;
c. establish the objective Performance Factors; provided that the
Performance Factors selected for Executives for any Performance Period
shall be based solely on ROACE and for each such Executive shall be
based upon the same table, schedule or formula (for determining the
ROACE Achievement Factor) selected by the Compensation Committee for
Executives for that Performance Period;
d. establish the applicable table, schedule or formula to be used in
determining the Individual Performance Achievement Factors for the
purpose of establishing the Individual Incentive Amounts for Other
Participants during the Performance Period;
e. establish the table, schedule or formula to be used in determining the
ROACE Achievement Factor for the Performance Period for the purpose of
establishing the incentive Pool Amount for that Performance Period;
and
f. determine the Maximum Incentive Pool Amount for the Performance Period
and Maximum Incentive for each Participant payable for such
Performance Period.
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4.4 CERTIFICATION. Following the close of each Performance Period and
prior to payment of any amount to any Participant under the Plan, the
Compensation Committee must certify in writing Deluxe's ROACE and resulting
Incentive Pool Amount for that Performance Period and certify as to be
attainment of all other factors (including the Performance Factors for a
Participant) upon which any payments to a Participant for that Performance
Period are to be based.
4.5 SHAREHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by shareholders of the Company in accordance with
Section 162(m) of the Code. No amount shall be paid to any Participant
under this Plan unless such shareholder approval has been obtained.
5 INCENTIVE PAYMENT.
5.1 FORMULA.
a. EXECUTIVES. Each Executive shall receive a payment under this Plan
for a Performance Period in an amount not greater than such
Executive's Individual Incentive Amount for that Performance Period
(which amount may be reduced by the Compensation Committee pursuant to
Section 5.2(b) hereof); provided that, in no event shall such amount
be greater than the Executive's Maximum Incentive for that Performance
Period.
b. OTHER PARTICIPANTS. Each of the Other Participants shall receive a
payment under this Plan for a Performance Period in an amount equal to
such Other Participant's Individual Incentive Amount for that
Performance Period; provided, however that, with respect to such Other
Participants, the Compensation Committee may increase (which increased
payment may exceed an Other Participant's Maximum Incentive, but may
not exceed $800,000) or decrease such payment by taking into account
such individual's performance, competitive compensation and other
factors deemed relevant by the Compensation Committee, which factors
need not be based on the achievement of any of the Performance
Factors.
5.2 LIMITATIONS.
a. MINIMUM ROACE ACHIEVEMENT. In no event shall any Participant receive
any payment hereunder unless Deluxe's ROACE for a Performance Period
is at least equal to the 50th percentile of ROACE for companies
included in the S&P 500 for the measurement period determined by the
Compensation Committee.
b. DISCRETIONARY REDUCTION. The Compensation Committee shall retain sole
and full discretion to reduce by any amount the amount of any
incentive payment otherwise payable to any Participant under this
Plan, but may not increase the payment to any Executive for any
Performance Period above such Executive's Individual Incentive Amount
for such Performance Period.
c. CONTINUED EMPLOYMENT. Except as otherwise provided by the
Compensation Committee, no incentive payment under this Plan with
respect to a Performance Period shall be paid or owed to a Participant
whose employment terminates prior to the last day of such Performance
Period.
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d. MAXIMUM PAYMENTS. In no event shall the aggregate of all awards paid
under the Plan to all Participants for any Performance Period exceed
the Incentive Pool Amount for such Performance Period.
6 BENEFIT PAYMENTS.
6.1 TIME AND FORM OF PAYMENTS. Prior to the start of a Performance Period,
each Participant shall elect whether to receive benefits which may be paid
under the Plan in cash or in the form of shares of Common Stock or Units
(whichever is made available by the Compensation Committee to such
Participant in the Compensation Committee's sole discretion) or some
combination thereof. Participants who elect to receive some percentage of
the incentive payment in the form of cash shall be entitled to elect, at
the same time as the cash election is made, to defer such receipt in
accordance with the terms of any Company deferred compensation plan in
effect at the time and applicable to such cash payment. In the event a
Participant has elected to receive some percentage of the incentive payment
in the form of cash, and subject to any such deferred compensation
election, such cash incentive shall be paid as soon as administratively
feasible after the Compensation Committee has made the certifications
provided for in Section 4.4 above and otherwise determined the amount of
such Participant's incentive payment payable under this Plan. In the event
that a Participant chooses to receive some percentage of the incentive
payment in the form of shares or Units (as the case may be), in lieu of
cash (the "Share Dollar Amount"), the Participant shall be entitled to
receive shares of restricted Common Stock (or Units, as the case may be)
equal to 125% of the Share Dollar Amount pursuant to this Plan, based on
the fair market value of a share of Common Stock (as determined in
accordance with the terms of the Deluxe Corporation Stock Incentive Plan
[the "Stock Incentive Plan"]), as of the date such shares or Units are to
be issued or awarded, respectively, after the Compensation Committee has
made the certifications provided for in Section 4.4 above and otherwise
determined the amount of a Participant's incentive payment payable under
this Plan.
In the event a Participant has elected to receive some percentage of the
incentive payment in the form of shares of Common Stock or Units (as the
case may be), such shares or Units shall be issued or awarded,
respectively, pursuant to the Stock Incentive Plan to be approved by the
shareholders of the Company at the 1994 Annual Meeting of Shareholders,
which shares or Units shall be subject to such forfeiture rights and to
such restrictions regarding transfer as may be established by the
Compensation Committee; provided, however, that the individual share
limitation provided for in Section 4(d) of the Stock Incentive Plan shall
not apply to shares issued under this Plan. In the event that the Stock
Incentive Plan is not approved by the shareholders of the Company at the
1994 Annual Meeting of Shareholders, all incentive payments to be made
under this Plan shall be paid in cash.
6.2 NONTRANSFERABILITY. Except as otherwise determined by the Compensation
Committee, no right to any incentive payment hereunder, whether payable in
cash or other property, shall be transferable by a Participant otherwise
than by will or by the laws of descent and distribution; provided, however,
that if so determined by the Compensation Committee, a Participant may, in
the manner established by the Compensation Committee (i) designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any cash
10F-6
or property hereunder upon the death of the Participant, or (ii) transfer
any rights to any cash incentive payment hereunder to any member of such
Participant's "immediate family" (as such terms is defined in Rule 16a-1(e)
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation) or
to a trust whose beneficiaries are members of such Participant's "immediate
family." No right to any incentive payment hereunder may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Company.
6.3 TAX WITHHOLDING. In order to comply with all applicable federal or
state income, social security, payroll, withholding or other tax laws or
regulations, the Compensation Committee may establish such policy or
policies as it deems appropriate with respect to such laws and regulations,
including without limitation, the establishment of policies to ensure that
all applicable federal or state income, social security, payroll,
withholding or other taxes, which are the sole and absolute responsibility
of the Participant, are withheld or collected from such Participant. In
order to assist a Participant in paying all or part of the federal and
state taxes to be withheld or collected upon receipt or payment of (or the
lapse of restrictions relating to) an incentive payment payable hereunder,
the Compensation Committee, in its sole discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant
to satisfy such tax obligation by (a) electing to have the Company withhold
a portion of the shares of Common Stock otherwise to be delivered upon
payment of (or the lapse of restrictions relating to) an incentive payment
hereunder with a fair market value equal to the amount of such taxes or (b)
delivering to the Company shares of Common Stock other than the shares
issuable upon payment of (or the lapse of restrictions relating to) such
incentive payment with a fair market value equal to the amount of such
taxes.
7 AMENDMENT AND TERMINATION; ADJUSTMENTS. Except to the extent prohibited by
applicable law and unless otherwise expressly provided in the Plan:
a. AMENDMENTS TO THE PLAN. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan, without the
approval of the shareholders of the Company, except that no such
amendment, alteration, suspension, discontinuation or termination
shall be made that, absent such approval:
i. would cause Rule 16b-3 to become unavailable with respect to the
Plan; or
ii. would violate the rules or regulations of the New York Stock
Exchange, any other securities exchange or the National
Association of Securities Dealers, Inc. that are applicable to
the Company.
b. WAIVERS OF INCENTIVE PAYMENT CONDITIONS OR RIGHTS. The Compensation
Committee may waive any conditions of or rights of the Company under
any right to an incentive payment hereunder, prospectively or
retroactively.
c. LIMITATION ON AMENDMENTS TO INCENTIVE PAYMENT RIGHTS. Neither the
Compensation Committee nor the Company may amend, alter, suspend,
discontinue or terminate any rights to an incentive payment,
prospectively or retroactively,
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without the consent of the Participant or holder or beneficiary
thereof, except as otherwise herein provided.
d. CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Compensation Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to the
extent it shall deem desirable to carry the Plan into effect.
8 MISCELLANEOUS.
8.1 EFFECTIVE DATE. This Plan shall be deemed effective, subject to
shareholder approval, as of January 1, 1994.
8.2 TERM OF THE PLAN. Unless the Plan shall have been discontinued or
terminated, the Plan shall terminate on December 31, 1998. No right to
receive an incentive payment shall be granted after the termination of the
Plan. However, unless otherwise expressly provided in the Plan, any right
to receive an incentive payment theretofore granted may extend beyond the
termination of the Plan, and the authority of the Board of Directors and
Compensation Committee to amend or otherwise administer the Plan shall
extend beyond the termination of the Plan.
8.3 HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
8.4 APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and inure
to the benefit of the Company and each Participant, the successors and
assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and
effect as an obligation of the Company or its successors in interest
(except to the extent modified by the terms of the Stock Incentive Plan
with respect to the shares of restricted Common Stock issued under Section
6.1 hereof).
8.5 EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of this
Plan shall not give any Participant any right to be retained in the
employment of the Company. In the absence of any specific agreement to the
contrary, this Plan shall not affect any right of the Company, or of any
affiliate of the Company, to terminate, with or without cause, any
Participant's employment at any time. This Plan shall not replace any
contract of employment, whether oral or written, between the Company and
any Participant, but shall be considered a supplement thereto. This Plan
is in addition to, and not in lieu of, any other employee benefit plan or
program in which any Participant may be or become eligible to participate
by reason of employment with the Company. No compensation or benefit
awarded to or realized by any Participant under the Plan shall be included
for the purpose of computing such Participant's compensation under any
compensation-based retirement, disability, or similar plan of the Company
unless required by law or otherwise provided by such other plan.
8.6 NO TRUST OR FUND CREATED. This Plan shall not create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any
10F-8
affiliate and a Participant or any other person. To the extent that any
person acquires a right to receive payments from the Company or any
affiliate pursuant to this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company or of any affiliate.
8.7 GOVERNING LAW. The validity, construction and effect of the Plan or
any incentive payment payable under the Plan shall be determined in
accordance with the laws of the State of Minnesota.
8.8 SEVERABILITY. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction such provision
shall be construed or deemed amended to conform to applicable laws, or if
it cannot be so construed or deemed amended without, in the determination
of the Compensation Committee, materially altering the purpose or intent of
the Plan, such provision shall be stricken as to such jurisdiction, and the
remainder of the Plan shall remain in full force and effect.
8.9 QUALIFIED PERFORMANCE-BASED COMPENSATION. All of the terms and
conditions of the Plan shall be interpreted in such a fashion as to qualify
all compensation paid hereunder as "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
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Dates Referenced Herein and Documents Incorporated by Reference
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