Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
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.A — Material Contract
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EXHIBIT 10A
DELUXE CORPORATION
DEFERRED COMPENSATION PLAN
SECTION I. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. Deluxe Corporation, a Minnesota corporation (hereinafter
called the "Company"), hereby establishes, effective as of November 15, 1983, a
deferred compensation plan which shall be known as the DELUXE CORPORATION
DEFERRED COMPENSATION PLAN (hereinafter called the "Plan").
1.2 PURPOSE. The purpose of the Plan is to provide a means whereby amounts
payable by the Company to officers may be deferred to some future period. It is
also the purpose of the Plan to attract and retain as officers persons whose
abilities, experience and judgment will contribute to the growth and
profitability of the Company.
SECTION II. DEFINITIONS
2.1 DEFINITIONS. Whenever used in this document, the following terms shall have
the meanings set forth below:
a. "Base Salary" means the base salary scheduled to be paid to a
Participant during a Plan Year without regard to any bonus or
Incentive Compensation, or any portion deferred under this Plan.
b. "Incentive Compensation" means the incentive compensation which is
scheduled to be paid to a Participant based on performance during a
Plan Year without regard to any portion deferred under this Plan.
c. "Committee" means the Compensation Committee of the Board of Directors
of the Company.
d. "Officer" means an employee of the Company who (1) is an officer or
Assistant Officer of the Company, (2) is employed in a recognized
executive, administrative or professional capacity, and (3) has
significant management responsibilities or is highly compensated.
e. "Participant" means any Officer who elects to participate in the Plan.
f. "Plan Year" means the twelve month period coinciding with the
Company's fiscal year and ending on each December 31.
SECTION III. ELIGIBILITY FOR PARTICIPATION
Each Officer of the Company shall be eligible to participate in the Plan. In
the event a Participant ceases to be an Officer, he or she shall become an
inactive Participant, retaining all the rights described under the Plan, except
the right to elect any further deferrals.
10A-1
SECTION IV. ELECTION TO DEFER
At any time prior to the beginning of a Plan Year, any Officer may, by written
notice delivered to the President of the Company, elect to defer (a) any amount
of his or her Base Salary, and (b) any amount of his or her Incentive
Compensation, with a minimum election of $1,000 from either Base Salary or
Incentive Compensation. Any such election shall be irrevocable and shall be in
effect for the Plan Year, provided that the Base Salary election shall be
automatically revoked if the Participant's Base Salary does not equal or exceed
the rate in effect when the election was made, and provided further that
Incentive Compensation deferral shall be adjusted if the actual Incentive
Compensation declared is less than the election.
The aggregate amount which may be deferred during any Plan Year shall not exceed
fifteen percent (15%) of Base Salary. Each election shall be considered made
when it is completed and delivered to the President of the Company. Payment
shall be deferred until distribution is made in accordance with Section 6 of the
Plan.
SECTION V. DEFERRAL ACCOUNTS
5.1 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
bookkeeping account for each Participant. The Company shall, from time to time,
provide each Participant with a statement indicating the balance of such
Participant's account. At its discretion, the Company may obtain life insurance
on the life of any or all Participants to provide all or a substantial portion
of the money needed to pay the amounts deferred under the Plan.
5.2 EMPLOYEE BENEFIT PLAN EQUIVALENT. To the extent the Company's contributions
under its compensation-based benefit plans are reduced as a result of the
Participant's deferral of compensation under the Plan, the amount of such
reduction shall be credited to the Participant's account. Any amount credited
under this proposal shall be credited as of the last day of the Plan Year.
5.3 GROWTH ADDITIONS. Each Participant's account shall be credited on the last
day of each Plan Year with a growth addition computed on the beginning balance
(before crediting any Benefit Plan Equivalent), the average Base Salary deferred
during the Plan Year, and the Incentive Salary deferred that is payable during
the Plan Year. The growth addition shall be computed by multiplying such
amounts by the Plan Interest Rate for such Plan Year. The Plan Interest Rate
for each Plan Year shall be determined by the Committee, provided that the Plan
Interest Rate shall in no event be lower than the lesser of: (a) ninety (90)
percent (%) of the Company's average return on short term invested bank funds
during its preceding fiscal year, or (b) eight (8) percent (%). In the absence
of a timely determination by the Committee with respect to a particular Plan
Year, the Plan Interest Rate for such year shall be equal to the Plan Interest
Rate for the Previous Plan Year.
5.4 CHARGES AGAINST ACCOUNTS. There shall be charged against each Participant's
account any payments made to the Participant or his or her beneficiary in
accordance with Section 6 or 7 of the Plan.
5.5 CONTRACTUAL OBLIGATION. It is intended that the Company is under a
contractual obligations to make payments to a Participant when due. Such
payments shall be made out of the general funds of the Company.
10A-2
5.6 UNSECURED INTEREST. No Participant or beneficiary shall have any interest
whatsoever in any specific asset of the Company. To the extent any person
acquires a right to receive payments under the Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company.
SECTION VI. PAYMENT OF DEFERRED AMOUNTS
6.1. The Company shall pay the funds accumulated in the Deferral Account to the
Participant (or Participant's beneficiary as provided in Section 8) after
Participant's termination of employment with the Company. The Deferral Account
shall be paid in approximately equal consecutive monthly installments over one
hundred and eighty (180) months, with the first such installment to be paid
approximately thirty (30) days after the later of the date the Participant
reaches age 65 or the date of the Participant's termination of employment,
provided that distribution may commence at an earlier date, but no earlier than
thirty (30) days after the Participant reaches age 60, if the Participant has
terminated employment with the Company and enters into a satisfactory
noncompetition agreement with the Company, and provided further that an account
may be paid in a single payment or in accelerated installments at any time after
termination of employment regardless of the age of the Participant if so
determined by the Committee. A Participant who serves on the Committee shall
not be eligible to vote on a determination with respect to the date or method of
payment of his or her Deferral Account.
6.2. In the event of the death of the Participant, the Deferral Account shall be
paid as provided in 6.1 except in the absence of a contrary determination by the
Committee, installments shall commence approximately thirty (30) days after the
Participant's date of death.
SECTION VII. FINANCIAL EMERGENCY
The Committee may alter the timing or manner of payment of Deferral Accounts
under Section 6.1 or 6.2 in the event that the Participant establishes, to the
satisfaction of the Committee, severe financial hardship. In such event, the
Committee may:
a. provide that all or a portion of the Deferral Account shall be paid
immediately in a lump sum payment,
b. provide that all or a portion of the installments payable over a
period of time shall be paid immediately in a lump sum, or
c. provide for such other installment payment schedules as it deems
appropriate under the circumstances,
as long as the accelerated distribution shall not be in excess of that amount
which is necessary for the Participant to meet the financial hardship.
Severe financial hardship shall be deemed to have occurred in the event of the
Participant's impending bankruptcy, a Participant's or a dependent's long and
serious illness, or other events of similar magnitude. The Committee's
determination as to the occurrence of a severe financial hardship of the
Participant and the manner in which, if at all, the payment of deferred amounts
shall be altered or modified, shall be final.
10A-3
SECTION VIII. BENEFICIARY
A Participant may designate a beneficiary or beneficiaries who, upon his or her
death, shall receive the distributions that otherwise would have been paid to
the Participant. All designations shall be in writing and shall be effective
only if and when delivered to the President of the Company during the lifetime
of the Participant. If a Participant designates a beneficiary without providing
in the designation that the beneficiary must be living at the time of such
distributions, the designation shall vest in the beneficiary all of the
distributions, whether payable before or after the beneficiary's death, and any
distributions remaining upon the beneficiary's death shall be paid to the
beneficiary's estate.
A Participant may from time to time change beneficiary or beneficiaries by a
written instrument delivered to the President of the Company. In the event a
Participant shall not designate a beneficiary or beneficiaries pursuant to this
Section, or if for any reason such designation shall be ineffective, in whole or
in part, the distribution that otherwise would have been paid to such
Participant shall be paid to the estate and in such event, the term
"beneficiary" shall include the estate.
SECTION IX. NONTRANSFERABILITY
In no event shall the Company make any payment under the Plan to any assignee or
creditor of a Participant or a beneficiary. Prior to the time of payment
hereunder, a Participant or beneficiary shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
the Plan nor shall such rights be assigned or transferred by operation of law.
SECTION X. ADMINISTRATION
10.1 ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee may from time to time establish rules for the administration of the
Plan that are not inconsistent with the provisions of the Plan. The Committee
may, by unanimous affirmative action, authorize the chief executive officer and
the chief operating officer of the Company, to the extent determined by the
Committee, to exercise the authority of the Committee under the Plan, except
that the Committee shall not delegate to such officers the power to set the Plan
Interest Rate or to determine the method of payment of their own Deferral
Accounts. Such Executive Committee shall act only during the interval between
meetings of the Committee and shall be subject at all times to the control and
direction of the Committee.
10.2 FINALITY OF DETERMINATION. The determination of the Committee as to
disputed questions arising under the Plan, including questions of construction
and interpretation, shall be final, binding, and conclusive upon all persons.
10.3 EXPENSES. The expense of administering the Plan shall be paid by the
Company.
10.4 TAX WITHHOLDING. The Company shall deduct from all payments any federal,
state or local taxes required by law to be withheld with respect to such
payments.
10A-4
SECTION XI. AMENDMENT AND TERMINATION
The Company expects the Plan to be permanent but since future conditions
affecting the Company cannot be anticipated or foreseen, the Company reserves
the right to amend, modify or terminate the Plan at any time by action of its
Board of Directors.
SECTION XII. LIFE INSURANCE CONTRACT
If the Company elects to purchase one or more life insurance contracts to
provide it with funds to make payments under the Plan, the Company shall at all
times be the sole and complete owner and beneficiary of such contract(s), and
shall have the unrestricted right to use all amounts and exercise all options
and privileges under such contract(s) without the knowledge or consent of any
Participant or beneficiary or any other person; neither Participant, beneficiary
nor any other person shall have any right, title or interest whatsoever in or to
any such contract(s).
SECTION XIII. MERGER, CONSOLIDATION OR ACQUISITION
In the event of a merger, consolidation or acquisition, in which the Company is
not the surviving corporation, unless the successor or acquiring corporation
shall elect to continue and carry on the Plan, all Deferral Accounts shall
become immediately payable in full, notwithstanding any other provision to the
contrary.
SECTION XIV. NO VESTED RIGHTS
The Plan and the elections exercisable hereunder shall not be deemed or
construed to be a written contract of employment between any Participant and the
Company, nor shall any provision of the Plan restrict the right of the Company
to discharge any Participant, nor shall any provision of the Plan in any way
whatsoever grant to any Participant the right to receive any scheduled
compensation, bonus, or other payment of any nature whatsoever.
SECTION XV. APPLICABLE LAW
The Plan shall be governed and construed in accordance with the laws of the
State of Minnesota.
10/30/84
08/17/88 (Amended)
11/10/89 (Amended)
01/10/92 (Amended)
02/12/93 (Amended)
11/12/93 (Amended)
10A-5
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