Exhibit 10.25
Deluxe Corporation
Executive Severance Agreement
AGREEMENT by and between Deluxe Corporation, a Minnesota corporation (the
"Company") and Lois M. Martin (the "Executive") dated as of the 12th day of May,
2000.
I. Retention Payment.
The Company has fulfilled its obligation as detailed in the Retention Agreement
dated 8/2/99 by issuing a one-time payment in the gross amount of $335,000.00
II. Annual Base Salary.
Effective March 1, 2000, the Executive shall receive an annual base salary of
$300,000 which shall be paid not less often than monthly.
III. Annual Incentive.
In addition to Annual Base Salary, the Executive shall have a target bonus (paid
ratably apportioned in the case of any fiscal year is less than a complete 12
month performance period) equal to 50% of Annual Base Salary.
IV. Stock Options.
A nonqualified stock option grant equal to 35,000 shares vesting in 1/3rds from
the date of grant, has been issued to the Executive.
V. Severance.
On the earlier of the date at which eFunds is established as a separate entity (
the "Distribution Date") or December 31, 2000, the Executive will receive the
following severance benefits:
A. Twelve (12) months of severance pay at the Executives
then-current level of Annual Base Salary in accordance with
the Company's regular payroll practice; plus
B. For a period of six (6) months commencing on the first
anniversary of the initial payment in clause A, a monthly
payment during each month in such six (6) month period equal
to the
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amount, if any, that the Executive's current monthly base
compensation at the time of separation exceeds the monthly
compensation during that month in such six (6) month period.
In order to be eligible to receive any compensation, the
Executive agrees to provide the Company a copy of
documentation concerning the Executive's monthly compensation,
such as the Executive's payroll statement or, if applicable, a
written statement that the Executive is not employed, and
within thirty (30) days thereafter, the Company will make such
differential payment to the Executive.
C. The Executive will be reimbursed by the Company, for a period
not to exceed twelve (12) months commencing on the first
anniversary of the initial payment in clause A, for expenses
resulting from a complete executive physical at a clinic of
the Executive's choice.
D. Deluxe Corporation agrees to pay up to $4,650 for Financial
Planning Services through December 31, 2001.
E. Executive will receive any unused paid time off as a cash
payment in accordance with the Company's regular payroll
practice.
VI. Stock Incentive Plans and other Fringe Benefits.
Upon severance from the Company, any and all other stock options, benefits, or
other forms of compensation shall be governed by the rules as detailed in the
individual Plan Documents in effect at the time of the Executive's separation
from the Company.
VII. Other Agreements.
This Agreement is intended to supercede and replace the Deluxe Corporation
Management Retention Plan dated August 2, 1999 and any other prior agreements
between the parties, which, as of April 1, 2000, will be null and void and of no
further force and effect with the exception of the Executive Retention Agreement
dated January 9, 1998.
These terms are subject to the following conditions:
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1. You exhibit professionalism in support of the Company's goals among
your fellow employees, your customers, and your acquaintances.
2. You maintain expected conditions of employment as the Chief Financial
Officer for the Company and satisfactory job performance as evaluated
by your manager.
3. You keep the terms of this Agreement confidential.
We need and appreciate the leadership you can provide during this transition
period. Thank you for your professionalism as we move forward.
VIII. Agreement to Release Claims.
Executive agrees that he/she is receiving a substantial amount of money paid by
Deluxe. Executive agrees to give up all Executive's Claims against Deluxe in
exchange for those payments. Executive will not bring any lawsuits, file any
charges, complaints, or notices, or make any other demands against Deluxe based
on Executive's Claims. Executive agrees that the money Executive is receiving is
a full and fair payment for the release of all Executive's Claims. Executive
agrees that Deluxe does not owe Executive anything in addition to what Executive
will be receiving.
Executive understands that he/she may rescind (that is, cancel) this Release
within seven (7) calendar days of signing it to reinstate federal claims and
within fifteen (15) days to reinstate state claims. To be effective, Executive's
rescission must be in writing and delivered to Deluxe Corporation in care of
Sonia St. Charles, Senior Vice President, Deluxe Corporation, 3680 Victoria
Street North, St. Paul, Minnesota 55126, either by hand or by mail within the
relevant period. If sent by mail, the rescission must be postmarked within the
relevant period, properly addressed to Deluxe Corporation, and sent by certified
mail, return receipt requested.
Deluxe agrees to give up any claim against Executive that Deluxe may have now or
hereafter arising from Executive's employment with Deluxe, except as may arise
under the Agreement to which this Release applies.
We have acknowledged that we have read this Release carefully and understand all
its terms. In agreeing to sign this Release, we have not relied on any
statements or explanations made by either of us.
We agree that this Release shall be effective as of the last date set out below.
Deluxe and Executive understand and agree that this Release, the Agreement and
the Deluxe employee benefit plans in which Executive is a participant, contain
all of the agreements between Deluxe and Executive. We have no other written or
oral agreements.
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EXECUTIVE
Dated: May 19, 2000 /s/ Lois M. Martin
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Witnesses: Lois M. Martin
/s/ Cheryl Y. Yursi
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DELUXE CORPORATION
Dated: May 19, 2000 By: /s/ John A. Blanchard III
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John A. Blanchard, III
Witnesses: President & CEO
Deluxe Corporation
/s/ Lorraine L. Houle
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May 19, 2000
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