Exhibit 10.24
Rev. 4/24/00
DELUXE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
FOR
EMPLOYEE RETENTION AND OTHER ELIGIBLE ARRANGEMENTS
DELUXE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
FOR
EMPLOYEE RETENTION AND OTHER ELIGIBLE ARRANGEMENTS
1. PURPOSE
The purpose of the Deluxe Corporation Executive Deferred Compensation
Plan for Employee Retention and Other Eligible Arrangements is to
provide a means whereby the Company may afford select officers and
executives with an opportunity to accumulate additional financial
security, by providing a vehicle to defer compensation amounts payable
pursuant to a Participant's Executive Retention Agreement and other
Eligible Arrangements.
Compensation reductions made pursuant to the Plan will be credited with
investment gains or losses, in accordance with the Plan, and benefits
will be paid to the Participant (or his or her Beneficiary) as
described herein.
2. DEFINITIONS
2.1 "Agreement" means the Deluxe Corporation Executive Deferred
Compensation Plan Participation Agreement, executed between a
Participant and the Company whereby a Participant agrees to defer a
portion of his or her Compensation pursuant to the provisions of the
Plan, and the Company agrees to make benefit payments in accordance
with the provisions of the Plan.
2.2 "Beneficiary" means the person, persons or trust who under the Plan,
becomes entitled to receive a Participant's interest in the event of
the Participant's death.
2.3 "Board of Directors" means the Board of Directors of the Company or any
committee acting within the scope of its authority.
2.4 "Change of Control" shall have the same meaning and shall be determined
in the same manner as in the Executive Retention Agreement.
2.5 "Committee" means the management committee appointed to manage and
administer the Plan.
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2.6 "Company" means Deluxe Corporation, a Minnesota Corporation, and its
successors and assigns.
2.7 "Compensation" means all amounts due the Participant that would
otherwise be payable in cash pursuant to the Participant's Executive
Retention Agreement or any other Eligible Arrangement.
2.8 "Deferred Compensation Account" means the account(s) maintained by the
Company for each Participant, pursuant to Article 3.
2.9 "Determination Date" means the last day of each calendar month and the
date of the commencement of distributions under the Plan with respect
to each Participant.
2.10 "Disability" shall have the same meaning and shall be determined in the
same manner as in the Company's long-term disability plan.
2.11 "Eligible Arrangement" means each Executive Retention Agreement and
each other plan, agreement or arrangement designated as such by the
Committee for purposes of this Plan.
2.12 "ERISA Funded" means that the Plan is prevented from satisfying the
"unfunded" criterion of the exceptions to the application of Parts 2
through 4 of Subtitle B of Title I of the Employee Retirement Income
Security Act of 1974 (ERISA).
2.13 "Executive Deferred Compensation Plan Trust" and "Trust" mean the
Deluxe Corporation Executive Deferred Compensation Plan Trust for
Employee Retention Agreements and Other Eligible Arrangements, an
irrevocable grantor trust or trusts established by the Company in
accordance with Section 8.10.
2.14 "Executive Retention Agreement" means the employment agreement entered
into between the Company and various of its employees, as amended.
2.15 "Fixed Hypothetical Rate" means interest at the rate of eight percent
(8%) per annum compounded daily.
2.16 "Fixed Hypothetical Rate Investment" means the portion of a
Participant's Deferred Compensation Account that a Participant elects
under Section 3.8 to earn interest at the Fixed Hypothetical Rate.
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2.17 "Participant" means an employee of the Company who is eligible to
participate in the Plan pursuant to Section 3.1, and who enters into an
Agreement.
2.18 "Plan" means the Deluxe Corporation Executive Deferred Compensation
Plan for Employee Retention Agreements and Other Eligible Arrangements,
as amended from time to time.
2.19 "Plan Effective Date" means April 28, 2000.
2.20 "Variable Hypothetical Rate Investments" means the portion of a
Participant's Deferred Compensation Account that a Participant elects
under Section 3.8 to be credited or charged with hypothetical
investment earnings, gains and/or losses pursuant to Section 3.7 and
Section 3.10.
3. ELIGIBILITY; PARTICIPATION; DEFERRALS AND INVESTMENT ELECTIONS.
3.1 Eligibility to Participate. Participation in the Plan shall be limited
to officers and/or executives of the Company approved to participate by
the Committee. It is the intention of the Company that all Participants
satisfy the term a "select group of management or highly compensated
employees" as provided in Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA.
3.2 Acknowledgment of Eligibility and Election to Participate. Each
eligible employee shall acknowledge his or her eligibility to
participate in the Plan at such time and in such form as the Committee
may require or permit. An eligible employee may elect to become a
Participant by filing a properly completed Agreement with the Committee
no later than thirty (30) days following notification by the Committee
of his or her eligibility to participate in the Plan. An eligible
employee shall become a Participant upon acceptance of his or her
Agreement by the Committee. Except as otherwise expressly provided
herein, an Agreement, once accepted by the Committee, shall be
irrevocable.
3.3 Deferral of Compensation. A Participant may elect to defer between zero
percent (0%) and one hundred percent (100%) of his or her Compensation
in ten percent (10%) increments. Except as otherwise expressly provided
herein, any election made by a Participant shall be irrevocable.
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3.4 Suspension of Agreement to Defer Compensation. A Participant's
Agreement to defer Compensation shall be terminated with respect to
deferrals of future Compensation in the event that the Committee, in
its sole discretion, reasonably determines that a Participant ceases to
meet the eligibility requirements of the Plan.
3.5 Timing of Deferral Credits. The amount of Compensation paid to a
Participant shall be reduced by the amount the Participant elects to
defer hereunder pursuant to his or her Agreement. The amount so
deferred shall be credited to the Participant's Deferred Compensation
Account as of the date such Compensation would otherwise have been paid
to the Participant.
3.6 Vesting. A Participant shall at all times be one hundred percent (100%)
vested in all amounts credited to his or her Deferred Compensation
Account.
3.7 Determination of Account. The amount credited to a Participant's
Deferred Compensation Account as of any Determination Date shall be
equal to the amount so credited as of the immediately preceding
Determination Date:
* increased by the amount of deferrals since such preceding
Determination Date pursuant to Section 3.3,
* reduced by the amount of distributions to the Participant
since such preceding Determination Date;
* reduced by the amount of any expenses pursuant to Section 3.10
since such preceding Determination Date;
* adjusted as appropriate for hypothetical investment earnings
and gains and/or losses on Variable Hypothetical Rate
Investments pursuant to Section 3.10 since such Determination
Date; and/or
* increased as appropriate by the Fixed Hypothetical Rate
applied to the Fixed Hypothetical Rate Investment portion of a
Participant's Deferred Compensation Account in accordance with
Section 3.10 for the period from the preceding Determination
Date to such Determination Date.
3.8 Investment Elections. At the time a Participant initially elects to
participate in the Plan (and only at that time) he or she shall have
the election to allocate all or a portion, in ten percent increments,
of his or her deferrals into a sub-account consisting of a Fixed
Hypothetical Rate Investment and/or Variable
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Hypothetical Rate Investments, provided that after making such
election, the Participant may not thereafter reallocate any portion of
his or her Deferred Compensation Account consisting of a Fixed
Hypothetical Rate Investment into Variable Hypothetical Rate
Investments and, provided further that after making such election, the
Participant may not reallocate any portion of his or her Deferred
Compensation Account consisting of Variable Hypothetical Rate
Investments into a Fixed Hypothetical Rate Investment.
3.9 Variable Hypothetical Rate Investment Options. The Committee shall
designate from time to time one or more hypothetical investment options
in which that portion of a Participant's Deferred Compensation Account
consisting of Variable Hypothetical Rate Investments may be deemed
invested. Subject to the provisions of Section 3.8 hereof, a
Participant or Beneficiary shall allocate the Variable Hypothetical
Rate Investments in his or her Deferred Compensation Account among the
hypothetical investment options by filing with the Committee a Deferral
Allocation Election Form. A Participant may elect to allocate the
Variable Hypothetical Rate Investments in his or her Deferred
Compensation Account in ten percent (10%) increments among as many of
the Variable Hypothetical Rate Investment options which are offered by
the Committee. Beginning April 28, 2000, and until changed by the
Committee as hereinafter provided, the Variable Rate Hypothetical
Investment options shall be:
* Active Large-Cap Value Equity Fund
* All-Cap Diversified Growth Fund
* Emerging Markets Fund
* Fixed Rate Investment Fund
* Intermediate Bond Fund
* Intermediate Equity Fund
* International Equity Fund
* Money Market Fund
* S&P 500 Index Fund
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Any such investment allocation election shall be made initially on the
Deferral Allocation Election Form and shall be subject to such rules as
the Committee may prescribe, including, without limitation, rules
concerning the manner of making deferral allocation elections and, the
frequency and timing of changing such deferral allocation elections.
Excepting the Fixed Hypothetical Rate Investment, for good reason, the
Committee may change or eliminate the hypothetical investment options
provided hereunder from time to time, provided that the Committee shall
take commercially reasonable steps to continue to offer hypothetical
options for Variable Rate Hypothetical Investments as similar as
possible to those provided in this Plan so as to offer Participants
attractive and diversified investment choices. For each hypothetical
investment option for Variable Hypothetical Rate Investments, the
Committee shall, in its sole discretion, select a mutual fund, or an
investment index, or shall create a phantom portfolio as it deems
appropriate, to constitute such hypothetical investment option.
3.10 Earnings and Charges. The Company may, but is under no obligation to,
acquire any investment or otherwise set aside assets for the deemed
investment of Deferred Compensation Accounts hereunder. As of each
Determination Date, the Committee shall allocate to each Participant's
Deferred Compensation Account the amount of earnings (including
interest on the Fixed Hypothetical Rate Investment at the Fixed
Hypothetical Rate), investment gains and losses and expenses that would
have been earned by or charged to such Participant's Deferred
Compensation Account if such Deferred Compensation Account had actually
been invested in the investments represented by the hypothetical
investment options elected by such Participant.
3.11 Change of Investment Election. A Participant may elect, by a written
notice delivered to the Committee no later than ten (10 days) before
the first day of the next calendar month, to change the manner in which
the Variable Hypothetical Rate Investment portion of his or her current
Deferred Compensation Account and the portion of his or her future
deferrals that the Participant has designated be treated as Variable
Hypothetical Rate Investments shall be deemed invested among the
then-available Variable Hypothetical Rate Investment options.
4. DISTRIBUTIONS
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4.1 Distribution Upon Attainment of Specified Date. Subject to Section 4.2,
Distribution of the Participant's Deferred Compensation Account shall
commence at the time specified by the Participant on a form supplied by
the Committee for such purpose (a "Payout Election Form"), and shall be
made in such form and manner as the Participant shall specify therein.
4.2 Method of Timing of Distribution.
(a) Election in Agreement. Distribution of the Participant's
Deferred Compensation Account shall be made in a single lump
sum or in monthly installments over a period of two (2) to
fifteen (15) years, all as elected by the Participant in his
or her Payout Election Form. Such distributions shall be made
or commenced to be made on such date or upon the occurrence of
such event as the Participant shall designate in his or her
Payout Election Form. The amount of each monthly installment
shall be determined annually and shall be equal to the
quotient obtained by dividing the balance of the Participant's
Deferred Compensation Account being distributed in
installments on the most recent Determination Date by the
number of installments remaining to be paid (including the
installments for the year with respect to which the
calculation is being made), provided that nothing herein shall
require a distribution at any time of more than the remaining
balance of the Participant's Deferred Compensation Account
(b) Election to Change Method of Distribution. A Participant may,
by written request filed with the Committee at least thirteen
(13) months prior to the distribution or commencement of
distribution of the portion of the Participant's Deferred
Compensation Account with respect to which such change is
being made, change the method and/or timing of distribution
with respect to his or her Deferred Compensation Account to
any other method permitted under Section 4.2(a).
(c) Minimum Account Balances. Notwithstanding any payment method
elected by a Participant or Beneficiary, the Company may, in
its sole discretion, elect to pay in a lump sum any Deferred
Compensation Account whose balance is less than $5,000.
(d) Compliance with Section 162(m). Notwithstanding any other
provisions of this Plan to the contrary, in the event that any
portion of the payments due a Participant hereunder would not
be deductible by
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the Company pursuant to Section 162(m) of the Internal Revenue
Code, the Company, in its discretion, may postpone payment of
such amounts to the Participant until such time that the
payments would be deductible by the Company.
4.3 Distribution on Death. Notwithstanding anything in the Plan to the
contrary, upon the death of a Participant prior to the complete
distribution of such Participant's Deferred Compensation Account,
distribution of the unpaid balance of such Participant's Deferred
Compensation Account shall be made or commence to the Beneficiary as
soon as practicable and in any event within ninety (90) days following
the Participant's death, in accordance with a method of distribution
described in Section 4.2 and designated by the Participant in his or
her Payout Election Form. After a Participant's death, the
Participant's Beneficiary may, by written request filed with the
Committee at least thirteen (13) months prior to the distribution or
commencement of distribution of the portion of the Participant's
Deferred Compensation Account with respect to which such change is
being made, change the method and/or timing of distribution with
respect to such Deferred Compensation Account to any other method
permitted under Section 4.2(a).
4.4 Disability Benefit. Notwithstanding anything in the Plan to the
contrary, in the event a Participant incurs a Disability prior to
complete distribution of such Participant's Deferred Compensation
Account, distribution of the unpaid balance of such Participant's
Deferred Compensation Account shall be made or commence as soon as
practicable after the Participant incurs the Disability and in any
event within ninety (90) days following receipt of notice by the
Committee of the Participant's Disability, in accordance with a method
of distribution described in Section 4.2 and designated by the
Participant in his or her Payout Election Form. Such distributions
shall cease on the earliest to occur of the following events: (i) the
payment of all amounts credited to the Participant's Deferred
Compensation Account; (ii) the Participant ceasing to be Disabled; or
(iii) the Participant's death. In the event the Participant ceases to
be Disabled, the Participant's Payout Election Form in effect
immediately prior Participant's Disability shall thereupon control the
distribution of the remaining balance of the Participant's Deferred
Compensation Account. In the event of Participant's death, the
distribution of the remaining balance of Participant's Deferred
Compensation Account shall thereupon be subject to the provisions of
section 4.3.
Upon the occurrence of a Disability any Agreement then in effect with
respect to such Participant shall be automatically and irrevocably
cancelled
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with respect to any Compensation not yet credited to the Participant's
Deferred Compensation Account pursuant to Section 3.7 and Section 3.10.
4.5 Hardship Distributions; Waiver of Deferral. In the event that the
Committee, upon written petition of the Participant or his or her
Beneficiary, determines in its sole discretion, that the Participant or
his or her Beneficiary has suffered an unforeseeable financial
emergency, the Company may pay to the Participant or his or her
Beneficiary as soon as reasonably practicable following such
determination, an amount, not in excess of the Participant's Deferred
Compensation Account, necessary to satisfy the emergency. For purposes
of this Plan, an unforeseeable financial emergency is an unanticipated
emergency that is caused by an event beyond the control of the
Participant or Beneficiary and that would result in severe financial
hardship to the individual if the emergency distribution were not
permitted, as may result from illness, casualty loss or sudden
financial reversal. Financial needs arising from foreseeable events,
such as the purchase of a residence or education expenses for children,
shall not be considered a financial emergency. The Agreement, if any,
then in effect with respect to a Participant who receives a hardship
distribution pursuant to this Section 4.5, shall be automatically
terminated with respect to any Compensation not yet credited to the
Participant's Deferred Compensation Account pursuant to Section 3.7 and
Section 3.10 and the Participant may not enter any other Agreement
until the expiration of one year from the time of such hardship
withdrawal.
4.6 Withholding; Employment Taxes. The Company shall withhold any taxes
required to be withheld by the federal, or by any state or local,
government.
4.7 Commencement of Payments. Unless otherwise provided, payments under
this Plan shall commence as soon as practicable following the
Participant's eligibility for payment, but in no event later than
ninety (90) days following receipt of notice by the Committee of an
event which entitles a Participant or a Beneficiary to payments under
this Plan, or at such other date as may be determined by the Committee
in its sole discretion.
4.8 Lump-sum Settlement Option. Notwithstanding any other provision of this
Plan to the contrary, any Participant or Beneficiary may, at any time
elect to receive an immediate lump-sum payment of the entire balance of
his or her Deferred Compensation Account, reduced by a penalty equal to
ten percent (10%) of the value of the Participant's Deferred
Compensation Account. The ten percent (10%) penalty amount shall be
permanently forfeited and shall
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not be paid to, or in respect of, the Participant or his or her
Beneficiary. Distribution shall be made as soon as practicable and in
any event within 30 days following the election by the Participant or
Beneficiary. For purposes of this Section 4.8, a Participant's Deferred
Compensation Account shall be valued as of the Determination Date
immediately following the date on which the Participant's or
Beneficiary's request is received by the Committee. Any Participant who
elects to receive an immediate lump-sum payment pursuant to this
Section 4.8, shall forego further participation in the Plan.
4.9 Recipients of Payments: Designation of Beneficiary. All payments to be
made by the Company under the Plan shall be made to the Participant
during his or her lifetime, provided that if the Participant dies prior
to the commencement or completion of such payments, then all subsequent
payments under the Plan shall be made by the Company to the Beneficiary
determined in accordance with this Section 4.9. The Participant may
designate a Beneficiary by filing a written notice of such designation
with the Committee and in such form as the Committee requires and may
include a contingent Beneficiary. The Participant may from time-to-time
change the designated Beneficiary by filing a new designation in
writing with the Committee. If no designation is in effect at the time
any benefits payable under this Plan become due, the Beneficiary shall
be the Participant's estate.
4.10 Distributions in Cash. All distributions hereunder shall be paid in
cash in United States dollars.
4.11 Special Distributions. If it shall be determined by a final
administrative decision of the Internal Revenue Service (which, if the
tax has been paid, has not timely been appealed by the Participant) or
by a final decision of a court of competent jurisdiction (which, if the
tax has been paid, has not timely appealed been by the Participant)
that the value of all or any part of such Participant's Deferred
Compensation Account is includible in the income of such Participant
prior to the actual receipt thereof, the Company shall make a special
payment to such Participant in an amount equal to such Participant's
estimated federal, state and local income tax liabilities (including
any interest, penalties and other additions to tax) related to such
inclusion and to the inclusion in income of such special payment. The
Participant shall have no obligation to appeal any determination made
by the Internal Revenue Service or the decision of any such court. The
Participant's remaining Deferred Compensation Account shall be paid at
the time and in the manner prescribed in Article 4.
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5. CLAIM FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan shall be made
in writing to the Committee. If such claim for benefits is wholly or
partially denied by the Committee, the Committee shall, within a
reasonable period of time, but not later than sixty (60) days after
receipt of the claim, notify the claimant of the denial of the claim.
Such notice of denial shall be in writing and shall contain:
(a) the specific reason or reasons for the denial of the claim;
(b) a reference to the relevant Plan provisions upon which the
denial is based;
(c) a description of any additional material or information
necessary for the claimant to perfect the claim, together with
an explanation of why such material or information is
necessary; and
(d) an explanation of the Plan's claim review procedure.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon the
receipt by the claimant of written notice of the denial of a claim, the
claimant may file a written request within sixty (60) days to the
Committee requesting a review of the denial of the claim, which review
shall include a hearing if deemed necessary by the Committee. In
connection with the claimant's appeal of the denial of his or her
claim, he or she may review relevant documents and may submit issues
and comments in writing. To provide for fair review and a full record,
the claimant must submit in writing all facts, reasons and arguments in
support of his or her position within the time allowed for filing a
written request for review. All issues and matters not raised for
review will be deemed waived by the claimant.
5.3 Decision Upon Review of a Denial of a Claim for Benefits. The Committee
shall render a decision on the claim review promptly, but no more than
sixty (60) days after the receipt of the claimant's request for review,
unless special circumstances (such as the need to hold a hearing)
require an extension of time, in which case the sixty (60) day period
shall be extended to one hundred-twenty (120) days. Such decision
shall:
(a) include the specific reasons for the decision;
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(b) be written in a manner calculated to be understood by the
claimant; and
(c) contain specific references to the relevant Plan provisions
upon which the decision is based.
No litigation may be commenced by or on behalf of a claimant with
respect to this Plan until after the claim and review process described
in this Article 5 has been exhausted.
6. ADMINISTRATION
6.1 Plan Administration. The Plan shall be administered by the Committee.
The Committee may assign duties to an officer or other employees of the
Company, and may delegate such duties as it sees fit. An employee of
the Company or a Committee member who is also a Participant in the Plan
shall not be involved in the decisions of the Company or Committee
regarding any determination of any specific claim for benefit with
respect to himself or herself.
6.2 General Rights, Powers and Duties of the Committee. The Committee shall
be responsible for the management, operation and administration of the
Plan. In addition to any powers, rights and duties set forth elsewhere
in the Plan, it shall have complete discretion to exercise the
following powers and duties.
(a) Adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the proper
and efficient administration of the Plan.
(b) Administer the Plan in accordance with its terms and any rules
and regulations it establishes.
(c) Maintain records concerning the Plan sufficient to prepare
reports, returns, and other information required by the Plan
or by law.
(d) Construe and interpret the Plan, and to resolve all questions
arising under the Plan.
(e) Authorize benefits under the Plan, and to give such other
directions and instructions as may be necessary for the proper
administration of the Plan.
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(f) Employ or retain agents, attorneys, actuaries, accountants or
other persons, who may also be Participants in the Plan or be
employed by or represent the Company, as it deems necessary
for the effective exercise of its duties, and may delegate to
such persons any power and duties, both ministerial and
discretionary, as it may deem necessary and appropriate, and
the Committee shall be responsible for the prudent monitoring
of their performance.
(g) Be responsible for the preparation, filing, and disclosure on
behalf of the Plan of such documents and reports as are
required by any applicable federal or state law;
provided, that nothing herein shall be construed to supercede, modify
or limit the provisions of or the Participant's rights under Article 5.
6.3 Information to be Furnished. The records of the Company shall be
determinative of each Participant's period of employment, Disability,
leave of absence, reemployment, personal data, and Compensation.
Participants and their Beneficiaries shall furnish to the Committee
such evidence, data or information, and execute such documents as the
Committee reasonably requests.
6.4 Indemnification. No employee of the Company or member of the Committee
shall be liable to any person for any action taken or omitted in
connection with the administration of this Plan unless attributable to
his or her own fraud or willful misconduct. The Company shall not be
liable to any person for any such action unless attributable to fraud
or willful misconduct on the part of a director, officer or employee of
the Company. This indemnification shall not duplicate, but may
supplement, any coverage available under any applicable insurance
coverage.
7. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by a written
instrument adopted by the Company at any time, provided however that no
amendment shall, without the applicable Participant's consent, affect
in any manner a Participant's Deferred Compensation Account with
respect to Compensation credited thereto prior to the date of such
amendment, the amounts to be credited thereto pursuant to Section 3.7
and Section 3.10
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following such amendment or, except as otherwise expressly provided in
this Plan, Participant's investment or distribution elections made in
accordance with this Plan, without in any such case Participant's prior
written consent.
7.2 Company's Right to Terminate. The Company reserves the sole right to
terminate the Plan and/or the Agreement pertaining to a Participant at
any time following the complete distribution of all amounts credited to
Deferred Compensation Accounts hereunder.
7.3 Special Termination. Any other provision of the Plan to the contrary
notwithstanding, the Plan shall terminate if:
The Plan is held to be ERISA Funded by a federal court, and appeals
from that holding are no longer timely or have been exhausted, or the
Company reasonably determines, that either judicial authority or the
opinion of the U.S. Department of Labor (as expressed in proposed or
final regulations, advisory opinions or rulings, or similar
administrative announcements) creates a significant risk that the Plan
will be held to be ERISA Funded, and failure to so terminate the Plan
could subject the Company or the Participants to material penalties.
Upon any such termination, the Company may:
(a) Transfer the rights and obligations of the Company and some or
all Participants as determined by the Company in its
discretion, to a new plan established by the Company, which is
not deemed to be ERISA Funded, but which is substantially
similar in all other respect to this Plan, if the Company
determines that it is possible or desirable to establish such
a Plan; or
(b) If the Company, in its sole discretion, determines that it is
not possible or desirable to establish the Plan in (a) above,
for some or all Participants, such Participants shall be paid
a lump sum equal to the value of his or her Deferred
Compensation Account.
8. MISCELLANEOUS
8.1 Separation of Plan: No Implied Rights. Neither the establishment of the
Plan nor any amendment thereof shall be construed as giving any
Participant, Beneficiary, or any other person any legal or equitable
right unless such right shall be specifically provided for in the Plan
or conferred by specific action of the Company in accordance with the
terms and provisions of the Plan.
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Except as expressly provided in this Plan, the Company shall not be
required or be liable to make any payment under this Plan.
8.2 No Right to Company Assets. Neither the Participant nor any other
person shall acquire by reason of the Plan any right in or title to any
assets, funds or property of the Company whatsoever, including, without
limiting the generality of the foregoing, any specific funds, assets or
other property which the Company, in its sole discretion, may set aside
in anticipation of a liability hereunder. Any benefits which become
payable hereunder shall be paid from the general assets of the Company.
The Participant and his or her Beneficiary shall have only a
contractual right to the amounts, if any, payable hereunder, unsecured
by any asset of the Company. Nothing contained in the Plan constitutes
a guarantee by the Company that the assets of the Company shall be
sufficient to pay any benefits to any person.
8.3 No Employment Rights. Nothing herein shall constitute a contract of
employment with the Company or in any way obligate the Company to
continue the employment of any Participant. Nothing herein shall be
construed as fixing or regulating the Compensation payable to the
Participant.
8.4 No Mitigation. The amount of any payment or benefit provided for in
this Plan shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by
the Participant to the Company, or otherwise.
8.5 Legal Fees. The Company shall pay to each Participant all legal fees
and expenses incurred by the Participant in seeking in good faith to
obtain or enforce any benefit or right provided by this Plan. Such
payments shall be made within five (5) business days after delivery of
the Participant's written requests for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may
require.
8.6 Non-assignability. Neither the Participant nor any other person shall
have any voluntary or involuntary right to commute, sell, assign,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are expressly
declared to be unassignable and non-transferable. No part of the
amounts payable shall be, prior to actual payment, subject to seizure
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person,
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or be transferable by operation of law in the event of the
Participant's or any other person's bankruptcy or insolvency.
8.7 Gender and Number. Wherever appropriate herein, the masculine shall
mean the feminine and the singular shall mean the plural, or vice
versa.
8.8 Notice. Any notice required or permitted to be given under the Plan
shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, and if given to the Company, delivered to
the principal office of the Company, directed to the attention of the
Committee. Such notice shall be deemed given as of the date of
delivery, or, if delivery is made by mail, as of the date shown on the
postmark or the receipt for registration or certification.
8.9 Governing Laws. The Plan shall be construed and administered according
to the laws of the State of Minnesota to the extent not pre-empted by
federal law.
8.10 Executive Deferred Compensation Plan Trust. The Company may establish a
Trust with (an) independent trustee(s), and shall comply with the terms
of the Trust. The Company may transfer to the trustee(s) an amount of
cash, marketable securities, or other property acceptable to the
trustee(s) ("Trust Property") equal in value to all or a portion of the
amount necessary, calculated in accordance with the terms of the Trust,
to pay the Company's obligations under the Plan (the "Funding Amount"),
and may make additional transfers to the trustee(s) as may be necessary
in order to maintain the Funding Amount. Trust Property so transferred
shall be held, managed, and disbursed by the trustee(s) in accordance
with the terms of the Trust. To the extent that Trust Property is used
to pay the Company's obligations under the Plan, such payments shall
discharge such obligations of the Company; however, the Company shall
continue to be liable for amounts not paid by the Trust. Trust Property
will nevertheless be subject to claims of the Company's creditors in
the event of bankruptcy or insolvency of the Company, and the
Participant's rights under the Plan and Trust shall at all times be
subject to the provisions of Section 8.2. Notwithstanding the
foregoing, a Participant's Deferred Compensation Account shall not
constitute or be treated as a trust fund or escrow arrangement of any
kind.
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IN WITNESS WHEREOF, the Company has adopted the Deluxe Corporation
Executive Deferred Compensation Plan effective April 28, 2000.
DELUXE CORPORATION
By: /s/ John A. Blanchard, III
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Its: CEO
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