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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 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Exhibit |
DELUXE | PERFORMANCE SHARE |
CORPORATION | UNIT AWARD AGREEMENT |
(CEO) |
AWARDED
TO | AWARD DATE | TARGET NUMBER OF SHARES |
1. | The Award. Deluxe Corporation, a Minnesota corporation (“Deluxe“), hereby grants to you as of the above Award Date the right to receive shares of Deluxe common stock, par value $1.00 per share (the “Shares”), in an amount initially equal to the Target
Number of Shares specified above (the “Target Award”) on the terms and conditions contained in this Performance Share Award Unit Agreement (including the Addendum and Schedules attached hereto, this “Agreement”) and Deluxe’s 2017 Long Term Incentive Plan (the “Plan“), a copy of which has been provided to you. Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan as it currently exists or may hereafter be amended. The number of Shares that may actually be earned and become eligible to vest pursuant to this Agreement can be between 0% and 200% of the Target Number of Shares, but may not exceed 200% of the Target Number of Shares. |
2. | Performance
Period. The performance period for purposes of determining whether and to what extent Shares will be issued under a Performance Award (as defined below) shall be the three-year period commencing on January 1 of the year in which this Award was granted (the “Performance Period”). |
3. | Performance Goals. The performance goals for purposes of determining whether and to what extent Shares will be issued under a Performance Award are set forth in the attached Performance Goals Schedule. |
4. | Vesting. Vesting
of the Target Award shall occur if and to the extent that performance goals are achieved, as set forth in the attached Performance Goals Schedule and as determined and certified by the Committee in accordance with the Plan after the end of the Performance Period. The number of Shares that vest, if any, may be adjusted by the Committee to the extent permitted by this Agreement and the Plan. The final vested award certified by the Committee is referred to as the “Performance Award.” |
5. | Distribution. Any Shares to be distributed under this Agreement shall be distributed as soon as administratively practicable after certification of a Performance Award by the Compensation Committee, but no later than two and one-half months
following the end of the Performance Period for which such certification occurred. The Committee may, in its sole discretion, elect to pay you the value of all or any portion of the Performance Award in cash, based upon the closing price of a Share on the business day immediately prior to the date of vesting. The Shares distributed to you under this Section, Section 7 or Section 8 are referred to, collectively, as the “Distributed Shares.” |
6. | Restrictions. Your rights in any Shares covered by this Agreement shall be subject to the following restrictions during and after the Performance Period: |
(a) | All
Distributed Shares shall be subject to forfeiture to Deluxe as provided in this Agreement and the Plan. |
(b) | Until any Shares are distributed to you under Section 5, neither you nor anyone claiming through you shall have any rights as a shareholder under this Agreement, including the right to vote or to receive dividends, stock dividends or other non-cash distributions. |
(c) | You may not transfer, sell, assign, or pledge the right
to receive the Shares, other than by will or the laws of descent and distribution, or as otherwise permitted by the Committee pursuant to the Plan, and any such attempted transfer shall be void. |
7. | Termination of Employment. Except as described in this Section or in Section 8, in the event your employment is terminated prior to the payment of the Performance Award, this Agreement and your rights to receive the Performance Award shall be immediately and irrevocably forfeited, unless your termination occurs: |
(a) | on
or prior to the second anniversary of the Award Date and is (i) by the Company without Cause or (ii) by you for Good Reason; or |
(b) | on or after the one year anniversary of commencement of the Performance Period and is by reason of (i) termination by the Company without Cause within 12 months of the consummation of a Change of Control, (ii) termination by you for Good Reason within 12 months of the consummation of a Change of Control, (iii) your death, (iv) your Disability, or (v) your Approved Retirement. |
8. | Change of Control. If, in connection with any Change of Control, the acquiring Person, surviving or acquiring
corporation or entity, or any Affiliate of such corporation or entity, elects to assume or continue the obligations of Deluxe under this Agreement and to replace the Shares issuable under it with Equivalent Replacement Securities, then all references herein to Shares shall thereafter be deemed to refer to the Equivalent Replacement Securities issuable upon attainment of Performance Goals, references to Deluxe shall thereafter be deemed to refer to the issuer of such Equivalent Replacement Securities, and all other terms of this Agreement shall continue in effect except as to the extent modified by this Section 8. |
9. | Income Taxes. You are liable for any federal and state income or other taxes applicable upon the distribution to you of any Shares or other payments under this Agreement, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon the distribution of Shares, you shall promptly pay to Deluxe in cash, or
in previously acquired shares of Deluxe common stock having a fair market value equal to the amount of all applicable taxes required by Deluxe to be withheld or collected upon the distribution of the Shares. In the alternative, prior to the end of the Performance Period, you may direct Deluxe to withhold from Shares otherwise to be distributed the number of Shares having a fair market value equal to the amount of all applicable taxes required by Deluxe to be withheld upon the distribution of the Shares. You acknowledge that no Shares will be distributed to you, notwithstanding any Performance Award, unless and until you have satisfied any obligation for withholding taxes as provided in this Agreement. |
11. | Terms
and Conditions. This Agreement does not guarantee your continued employment or alter the right of Deluxe or its Affiliates to terminate your employment at any time. This Award is granted pursuant to the Plan and is subject to its terms. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.] |
(i) | willful
act or acts of dishonesty undertaken by you that result in your substantial gain or personal enrichment at the expense of the Company; |
(ii) | unlawful conduct or gross misconduct that is willful and deliberate on your part and is or is reasonably likely to be injurious to the business, finances or reputation of the Company; |
(iii) | your
conviction of, or your plea of guilty or no-contest to, a gross misdemeanor involving moral turpitude or a felony; |
(iv) | your material breach of any terms, conditions or representations of the Employment Agreement or of any material written policies of the Company, which failure or breach, if curable, has not been cured by you to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof to you from the Company. |
(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) | the assignment
to you of any position and/or duties, or any other action by the Company, that results in a material diminution in your position, authority, duties or responsibilities, excluding any diminution attributable solely to the fact that the Company is no longer a public company; |
(ii) | any material reduction in your Base Salary (as defined in the Employment Agreement) or AIP target opportunity (as defined in the Employment Agreement) (other than a reduction of not more than 10% of your then-current Base Salary made as part of an across-the-board
reduction); |
(iii) | any material breach by the Company of the Employment Agreement, including but not limited to a requirement that you report to anyone other than the Board or the failure of any successor to all or substantially all of the business or assets of the Company to assume the Employment Agreement in writing (other than in the case of merger by which transfer of the Employment Agreement occurs by operation of law), or any other written agreement between you and the
Company; |
(iv) | a requirement that you relocate your primary work location by more than 50 miles; or |
(v) | 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, |
DELUXE | PERFORMANCE
SHARE |
CORPORATION | UNIT AWARD AGREEMENT |
(CEO) |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/3/19 | None on these Dates | ||
For Period end: | 3/31/19 | |||
10/14/18 | ||||
List all Filings |
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 |