Exhibit 10.26
AGREEMENT TO TERMINATE
EXECUTIVE RETENTION AGREEMENT
AND
MEMORANDUM DATED OCTOBER 11, 1995
This Agreement to Terminate Executive Retention Agreement and
Memorandum Dated October 11, 1995 (hereinafter the "Agreement") is made and
entered into as of the 9 day of May, 2000, between Deluxe Corporation, a
Minnesota corporation (hereinafter "Deluxe"), and John A. Blanchard III
(hereinafter the "Executive").
WHEREAS, the Executive has been employed as Chairman and Chief
Executive Officer of Deluxe;
WHEREAS, Deluxe provided the Executive with a memorandum dated October
11, 1995 (hereinafter the "Memorandum") regarding certain supplemental
retirement benefits;
WHEREAS, Deluxe and the Executive are parties to a Executive Retention
Agreement dated January 9, 1998 (hereinafter the "Executive Retention
Agreement");
WHEREAS, Deluxe and the Executive are parties to an amendment to
Executive Retention Agreement dated November 1, 1999 (hereinafter the "Amendment
to Executive Retention Agreement);
WHEREAS, Deluxe has separated its electronic payment systems,
technology development services, and government services into a unit
incorporated as eFunds Corporation;
WHEREAS, eFunds Corporation has conducted an initial public offering;
WHEREAS, Deluxe intends to split off eFunds Corporation as a separate
and independent company; and
WHEREAS, the Executive will become Chairman and Chief Executive Officer
of eFunds Corporation, leaving the same positions the Executive held at Deluxe;
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WHEREAS, the Executive and eFunds Corporation are parties to an
Executive Employment Agreement, of even date herewith (the "Employment
Agreement");
WHEREAS, capitalized terms used without definition herein shall have
the meanings assigned to such terms in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and the
undertakings set forth herein, and intending to be legally bound hereby, Deluxe
and the Executive agree as follows:
1. This Agreement will become effective and enforceable upon the Start
Date and is contingent upon the occurrence of the Split Off. If the Split Off
does not occur, this Agreement shall be void and of no effect.
2. Upon the Start Date, the Memorandum shall be deemed terminated and
of no further force or effect whatsoever. By this Agreement, Deluxe and the
Executive intend to terminate the Memorandum and to extinguish any and all
duties or obligations of either party thereunder and to extinguish any and all
rights of the Executive to receive any payments or benefits thereunder. The
Executive hereby waives any and all rights to receive any payments or benefits
pursuant to the Memorandum and hereby irrevocably releases Deluxe from any and
all obligations thereunder and releases any and all rights or claims the
Executive may have thereunder.
3. Upon the Start Date, the Executive Retention Agreement and the
Amendment to Executive Retention Agreement shall be deemed terminated and of no
further force or effect whatsoever. By this Agreement, Deluxe and the Executive
intend to terminate the Executive Retention Agreement and the Amendment to
Executive Retention Agreement and to extinguish any and all duties or
obligations of either party thereunder and to extinguish any and all rights of
the Executive to receive any payments or benefits thereunder. The Executive
hereby waives any and all rights to receive any payments or benefits pursuant to
the Executive Retention Agreement and the Amendment to Executive Retention
Agreement and hereby irrevocably releases Deluxe from any and all obligations
thereunder and releases any and all rights or claims the Executive may have
thereunder.
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4. Provided that the Split Off occurs, Deluxe will pay to the
Executive, on or about January 1, 2001, the total sum of $3,786,007.00, less
legally required deductions and withholdings.
5. This Agreement contains the entire agreement of the parties relating
to the termination of the Executive Retention Agreement, the Amendment to
Executive Retention Agreement, and the Memorandum and the waiver and release of
any and all claims or rights the Executive may have thereunder, and supersedes
all prior agreements and understandings, whether written or oral, with respect
to such subject matter, and the parties hereto have made no agreements,
representations, or warranties relating to the subject matter of this Agreement
which are not set forth herein.
6. No amendment or modification of this Agreement will be deemed
effective unless made in writing and signed by the parties hereto.
7. The rights and obligations of Deluxe under this Agreement shall
enure to the benefit of and be binding upon the successors (by purchase, merger,
consolidation, or otherwise) and assigns of Deluxe.
8. To the extent any clause or provision of this Agreement shall be
determined to be invalid or unenforceable, such clause or provision shall be
deleted and the validity and enforceability of the remainder of this Agreement
shall be unaffected.
9. The validity, interpretation, construction, performance,
enforcement, and remedies of or relating to this Agreement, and the rights and
obligations of the parties hereunder, shall be governed by the laws of the state
of Minnesota.
10. The Executive has read this Agreement and agrees to conditions and
obligations set forth. Further, the Executive agrees that he has had adequate
time to consider the terms of this Agreement, that he is voluntarily entering
into this Agreement with a full understanding of its meaning, and that he has
had the opportunity to consult with an attorney of his choosing for advice in
connection with this Agreement.
IN WITNESS WHEREOF, the Executive and Deluxe have executed this
Agreement as of the date set forth above.
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/s/ John A. Blanchard III
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John A. Blanchard III
DELUXE CORPORATION
By /s/ Lawrence J. Mosner
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Its Vice-Chairman
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