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As Of Filer Filing For·On·As Docs:Size 5/03/19 Deluxe Corp 10-Q 3/31/19 84:10M |
Document/Exhibit Description Pages Size 1: 10-Q Deluxe Corporation 10-Q 03.31.2019 HTML 1.19M 2: EX-10.1 Material Contract HTML 86K 3: EX-10.3 Material Contract HTML 68K 4: EX-10.4 Material Contract HTML 64K 5: EX-10.5 Material Contract HTML 64K 6: EX-10.6 Material Contract HTML 61K 7: EX-10.7 Material Contract HTML 57K 8: EX-10.8 Material Contract HTML 64K 9: EX-10.9 Material Contract HTML 58K 10: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 11: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 12: EX-32.1 Certification -- §906 - SOA'02 HTML 26K 19: R1 Document and Entity Information HTML 46K 20: R2 Consolidated Balance Sheets (Unaudited) HTML 113K 21: R3 Consolidated Balance Sheets (Parentheticals) HTML 37K (Unaudited) 22: R4 Consolidated Statements of Comprehensive Income HTML 79K (Unaudited) 23: R5 Consolidated Statements of Shareholders' Equity HTML 79K (Unaudited) 24: R6 Consolidted Statements of Shareholders' Equity HTML 25K (Parentheticals) (Unaudited) 25: R7 Consolidated Statements of Cash Flows (Unaudited) HTML 124K 26: R8 Consolidated financial statements HTML 59K 27: R9 New accounting pronouncements HTML 37K 28: R10 Supplemental balance sheet and cash flow HTML 247K information 29: R11 Earnings per share HTML 55K 30: R12 Other comprehensive income HTML 65K 31: R13 Acquisitions HTML 29K 32: R14 Fair value measurements HTML 116K 33: R15 Restructuring and integration expense HTML 165K 34: R16 Chief Exective Officer transition costs HTML 28K 35: R17 Income tax provision HTML 38K 36: R18 Postretirement benefits HTML 37K 37: R19 Debt HTML 65K 38: R20 Leases HTML 50K 39: R21 Other commitments and contingencies HTML 36K 40: R22 Shareholders' equity HTML 26K 41: R23 Business segment information HTML 192K 42: R24 New accounting pronouncements (Policies) HTML 33K 43: R25 Consolidated financial statements (Tables) HTML 52K 44: R26 Supplemental balance sheet and cash flow HTML 266K information (Tables) 45: R27 Earnings per share (Tables) HTML 55K 46: R28 Other 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Supplemental balance sheet and cash flow HTML 46K information (Goodwill) (Details) 61: R43 Supplemental balance sheet and cash flow HTML 98K information (Other Non-Current Assets, Accrued Liabilities, Other Non-Current Liabilities) (Details) 62: R44 Supplemental balance sheet and cash flow HTML 35K information (Supplemental Cash Flow Information) (Details) 63: R45 Earnings per share (Details) HTML 64K 64: R46 Other comprehensive income (Reclassification HTML 39K Adjustments) (Details) 65: R47 Other comprehensive income (Accumulated Other HTML 56K Comprehensive Loss) (Details) 66: R48 Acquisitions (Details) HTML 33K 67: R49 Fair value measurements (Non-Recurring Asset HTML 34K Impairment Analysis) (Details) 68: R50 Fair value measurements (Recurring Fair Value HTML 39K Measurements) (Details) 69: R51 Fair value measurements (Financial Instruments) HTML 90K (Details) 70: R52 Restructuring and integration expense (Details) HTML 61K 71: R53 Restructuring and integration expense HTML 100K 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Exhibit |
DELUXE | RESTRICTED STOCK UNIT |
CORPORATION | AWARD AGREEMENT |
(US Employees) (LTIP) |
AWARDED
TO | AWARD DATE | TOTAL NUMBER OF RESTRICTED STOCK UNITS |
1. | The Award. Deluxe Corporation, a Minnesota corporation (“Deluxe“), hereby grants to you as of the above Award Date the above number of restricted stock units (“Units”) on the terms and conditions contained in this Restricted Stock Unit
Award Agreement (including the Addendum attached hereto, the “Agreement”) and Deluxe’s 2017 Long Term Incentive Plan (the “LTIP”), a copy of each of which has been provided to you. Deluxe hereby confirms the grant to you, as of the Award Date and subject to the terms and conditions in this Agreement and the Plan, of the number of Restricted Stock Units specified above (the “Units”). Each Unit represents the right to receive one share of Deluxe’s common stock par value $1.00 (“Common Stock”), when the restrictions applicable to each Unit expire or terminate as provided below. Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to an account in your name maintained by Deluxe. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of Deluxe. Any capitalized
term used but not defined in this Agreement shall have the meaning given to the term in the LTIP as it currently exists or may hereafter be amended. |
2. | Restricted Period and Vesting. The Units are subject to the restrictions contained in this Agreement and the LTIP for the Restricted Period (as defined below). As used herein, “Restricted Period,” shall mean, with respect to each of the [ [ segments of [ ] percent of the Units each, a period commencing on the Award Date and, subject to Section 4, ending with respect to each segment on its respective vesting date. Subject to Sections 4 and 5, with respect to the Units, the restrictions on a segment will lapse and the
applicable segment will vest and become non-forfeitable on each of the [ ] and [ ] anniversary of the Award Date, so long as your service to Deluxe has not previously ended. |
3. | Restrictions. The Units shall be subject to the following restrictions during the Restricted Period: |
4. | Acceleration of Vesting. |
(i) | Your employment with the Company is terminated by the Company without Cause, |
(ii) | Your
employment with the Company is terminated by you for Good Reason, or |
(iii) | Vesting would otherwise occur on any earlier date as provided under this Agreement. |
6. | Settlement
of Units and Delivery of Shares of Common Stock. Subject to Section 5 and except as otherwise provided in Section 8, after any Units vest pursuant to Section 2 or Section 4, as applicable, Deluxe shall, as soon as practicable (but no later than 74 days after the applicable vesting date) cause to be issued and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable) one share of Common Stock in payment and settlement of each vested Unit along with any dividends or distributions referenced in Section 3(d). Delivery of shares of Common Stock shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock register maintained by Deluxe’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the shares of Common Stock to a brokerage account for your benefit, and shall be subject to the tax withholding
provisions of Section 9 and compliance with all applicable legal requirements as provided in the LTIP, and shall be in complete satisfaction and settlement of such vested Units. If the Units that vest include a fractional Unit, Deluxe shall round the number of vested Units to the nearest whole Unit prior to issuance of shares of Common Stock as provided herein. |
7. | Rights. The Units subject to this award do not entitle you to any rights of a holder of Common Stock. You will not have any of the rights of a shareholder of Deluxe in connection with the grant of Units subject to this Agreement unless and until shares of Common Stock are issued to you upon settlement of the Units as provided in Section 6 or 8. |
8. | 409A
Compliance. This Section 8 will apply only if the Award evidenced by this Agreement provides for the deferral of compensation within the meaning of Section 409A of the Internal Revenue Code and the IRS regulations thereunder (“Section 409A”). If your employment is terminated prior to the end of the Restricted Period, but the termination does not constitute a “separation from service” as defined in Section 409A, then you will have the right to receive the applicable payment described in Section 4, but such payment will be delayed until the earliest of the date on which you incur a separation from service as defined in Section 409A, the end of the Restricted Period, or if Section 4(d) is applicable, the date on which a change in control event occurs as defined in Section 409A (as described in the Addendum). This could occur if, for example, your employment is terminated but you are retained as a consultant or independent contractor
to provide services to Deluxe or an Affiliate at a rate which is at least 50% of the rate at which you were providing services as an employee. It is also possible that you may incur a separation from service as defined in Section 409A even though your employment has not been terminated, for example if you become a part-time employee and are providing services at a rate that is less than 50% of the rate at which you provided services as a full-time employee. If this were to occur you would receive a payment as described in Section 4(b) calculated as if your employment had been terminated by Deluxe without Cause. The provisions of this paragraph shall also apply to the issuance of Shares to which you are entitled upon your Approved Retirement as provided in Section 4(a) if your Approved Retirement does not constitute a separation from service. |
9. | Income Taxes. You are liable for any federal, state and local income taxes as well as payroll taxes applicable upon the vesting or settlement of the Units subject to this Agreement, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon the distribution of shares of Common Stock
and payment of any associated dividend equivalents, you shall promptly pay to Deluxe the amount of all applicable taxes required by Deluxe to be withheld or collected upon the distribution of the shares of Common Stock in settlement of the vested Units and payment of any dividend equivalents, such amount to be paid in cash or in previously acquired shares of Common |
10. | Terms and Conditions. This Agreement and the award of Units and the issuance of shares of Common Stock hereunder are subject to and governed by the provisions of the LTIP. In the event there are any inconsistencies between this Agreement and the LTIP, the provisions of the LTIP shall govern, as it
may be amended or interpreted at Deluxe’s discretion, to meet any applicable requirements of Section 409A of the Internal Revenue Code. |
(i) | any Person becomes the Beneficial Owner, directly or indirectly, of securities of Deluxe representing 30% or more of the combined voting power of Deluxe’s then outstanding securities, excluding, at
the time of their original acquisition, from the calculation of securities beneficially owned by such Person any securities acquired directly from Deluxe or its Affiliates or in connection with a transaction described in paragraph (iii) below; or |
(ii) | the individuals who at the date of your award election hereunder constitute the Board and any new director (other than a director whose initial assumption of office occurs within a year of and is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Deluxe) whose appointment or election by the Board or nomination for election by Deluxe’s shareholders was
approved or recommended by a vote of a majority of the directors then still in office who either were directors at the date of your award election hereunder or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority thereof; or |
(iii) | the shareholders of Deluxe approve a plan of complete liquidation of Deluxe or there is consummated (A) a merger, consolidation, share exchange or similar transaction involving Deluxe, regardless of whether Deluxe is the surviving corporation or (B) the sale or disposition by Deluxe of all or substantially all Deluxe’s assets, other than a sale or disposition by Deluxe of all or substantially
all of Deluxe’s assets to an entity, unless, immediately following such corporate transaction, all or substantially all of the individuals and entities who were the beneficial owners of Deluxe’s voting securities immediately prior to such corporate transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the surviving or acquiring entity resulting from such corporate transaction (including beneficial ownership through any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such corporate transaction, of Deluxe’s voting securities. |
(i) | except with your written consent given in your discretion, (a) the assignment to you of any position and/or duties which represent or otherwise entail a material diminution in your position, authority, duties or responsibilities, or (b) any other action by the
Company which results in a material diminution in your position (or positions) with the Company, excluding any diminution attributable to Deluxe’s bankruptcy or insolvency or to the fact that Deluxe is no longer a public company; |
(ii) | any material reduction in your aggregate compensation and incentive opportunities, or any material failure by the Company to comply with any other written agreement between you and the Company; |
(iii) | the
Company’s requiring you to be based at any location more than 50 miles from your then current location; or |
(iv) | any request or requirement by the Company that you take any action or omit to take any action that is inconsistent with or in violation of the Company’s ethical guidelines and policies as the same existed within the 120-day period prior to the termination date or any professional ethical guidelines or principles that may be applicable to you, |
(i) | for purposes of Treas. Reg. §1.409A-1(h)(1)(ii), an employee shall be considered to have incurred a separation from
service on the date on which it is reasonably anticipated that the level of bona fide services the employee will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to less than 50 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer if the employee has been providing services to the employer less than 36 months); and |
(ii) | for purposes of identifying specified employees the safe harbor definition of compensation contained in Treas. Reg. §1.415(c)-2(d)(4) (compensation required to be reported
on Form W-2 plus elective deferrals) shall be used, and compensation paid to a nonresident alien that is not effectively connected with the conduct of a trade or business within the United States shall be excluded. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Deluxe Corp. 10-K 12/31/23 106:15M 2/24/23 Deluxe Corp. 10-K 12/31/22 107:19M 2/28/22 Deluxe Corp. 10-K 12/31/21 111:21M 2/19/21 Deluxe Corp. 10-K 12/31/20 116:20M |