EXHIBIT 10.1
DELUXE CORPORATION
2000
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. CERTAIN DEFINITIONS.
1.01. PLAN. The term "Plan" shall mean the Employee Stock Purchase Plan, the
terms and provisions of which are set forth herein.
1.02. COMPANY. The term "company" shall mean Deluxe Corporation.
1.03. SHARES. The term "Shares" shall mean the $1 par value Common Shares of the
company.
1.04. PARTICIPANT. The term "Participant" shall mean a Full-Time Employee of the
company or of its subsidiaries, as determined by the board of directors or any
committee appointed by the board of directors of the company pursuant to Section
10, who is eligible to participate in the Plan and who has elected to
participate in the manner set forth in the Plan.
1.05. CURRENT COMPENSATION. The term "Current Compensation" shall mean all
regular wage, salary, and commission payments (including periodic sales
commission bonuses) paid by the company to a Participant in accordance with the
terms of his employment, including payments made to him under the short term
disability or paid time off plan of the company or subsidiary of which the
Participant is an employee in effect at the applicable time, but excluding all
overtime earnings, bonus and other incentive payments and awards, and all other
forms of extra compensation.
1.06. QUARTER DATE. The term "Quarter Date" shall mean the first business day of
each February, May, August, and November, commencing with the effective date of
the Plan and ending with the last such date during the term of this Plan, a
"business" day being, for this purpose, a trading day on the New York Stock
Exchange.
1.07. FULL-TIME EMPLOYEE. The term "Full-Time Employee" means, with respect to
employees of the company, all employees (including officers and directors who
are also employees of the company) who are employed on a full-time basis and
whose regularly scheduled work week consists of at least thirty-two (32) hours,
and, with respect to employees of subsidiaries, employees who are considered
full-time employees under the employment policies of their company.
1.08. STOCK PURCHASE ACCOUNT. The term "Stock Purchase Account" means a current
bookkeeping record maintained by the company of cumulative payroll deductions
made
from the Current Compensation of each Participant in the Plan as reduced by
amounts applied toward the purchase of Shares under the Plan.
SECTION 2. ELIGIBLE EMPLOYEES AND ELECTION TO PARTICIPATE.
2.01. Each Full-Time Employee of the company shall be eligible to participate in
the Plan commencing with the Quarter Date on which, or next following, the date
on which he completes twelve (12) consecutive months of employment with the
company, provided that an approved leave of absence shall not be deemed to
terminate an employee's continuous employment with the company. Subject to the
provisions of Section 6, a Full-Time Employee shall continue to be eligible to
participate in the Plan so long as he remains a Full-Time Employee as defined in
Section 1.07. Notwithstanding the foregoing, no employee shall be granted any
right to purchase Common Shares hereunder if such employee, immediately after
such a right to purchase is granted, would own, directly or indirectly, within
the meaning of Section 423(b)(3) and Section 424(d) of the Internal Revenue Code
of 1986, as amended, Common Shares possessing five percent (5%) or more of the
total combined voting power or value of all the classes of the capital stock of
the company or of all of its affiliates.
2.02. An eligible employee may elect to participate in the Plan by completing a
form known as "Payroll Deduction Authorization," which authorizes regular
payroll deduction from the employee's Current Compensation, beginning with the
first payroll period ending after a Quarter Date, provided the authorization is
received by the company's Employee Services Department at least fifteen days
prior to each Quarter Date. Payroll deductions shall continue until the employee
withdraws or ceases to be eligible to participate in the Plan.
SECTION 3. PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT.
3.01. A Participant may elect payroll deductions of any multiple of one percent
not less than three percent nor more than ten percent of his Current
Compensation. A Participant may, at any time, but only once in any twelve-month
period, increase or reduce the percentage of his payroll deduction within the
foregoing limitations by filing a "Notice of Change," such change to become
effective with the first payroll period commencing on or after the receipt of
the Notice of Change by the company's Employee Services Department.
3.02. Payroll deductions shall be credited currently to the Participant's Stock
Purchase Account. A Participant may not make any separate cash payment into his
Stock Purchase Account.
3.03. No interest will be paid upon payroll deductions or upon any amount
credited to, or on deposit in, an employee's Stock Purchase Account.
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SECTION 4. PURCHASE OF SHARES.
4.01. On each Quarter Date, each Participant shall automatically have purchased
for him that number of whole Shares, not less than two, as can be purchased with
the amount in his Stock Purchase Account on such Quarter Date.
4.02. The per-Share purchase price of Shares purchased shall be seventy-five
percent (75%) of the fair market value of the Shares on the Quarter Date,
rounded up to the next higher full cent. The fair market value on any day means
the closing price of the Shares on the New York Stock Exchange on such day as
reported by the WALL STREET JOURNAL, MIDWEST EDITION.
SECTION 5. STOCK PURCHASE ACCOUNT BALANCE.
5.01. Any funds remaining in a Participant's Stock Purchase Account after the
purchase of Shares on a Quarter Date shall remain in his Stock Purchase Account
and be applied toward the purchase of Shares on the next Quarter Date, unless
the Participant withdraws from the Plan.
SECTION 6. WITHDRAWAL FROM THE PLAN.
6.01. A Participant may, at any time, by written notice to the Employee Services
Department, withdraw from the Plan and cease making any further payroll
deductions. In such event, the company shall refund, within thirty (30) days,
the entire balance, if any, in the employee's Stock Purchase Account. Once an
employee withdraws from the Plan, or his employment is terminated, he shall not
be eligible to re-enter the Plan for a period of twelve (12) months.
6.02. Participation in the Plan shall cease upon the date of termination of
employment, or death, or transfer to other than full-time status; and the amount
credited to the individual's Stock Purchase Account shall be refunded within
thirty (30) days to him or to his estate; provided that if during his lifetime a
Participant has delivered to the Employee Services Department a notice in
writing, upon a form furnished by the company, to pay such amount in the event
of his death to a specified person or persons, such amount in the event of the
Participant's death, shall be refunded to such person or persons whose
designation as aforesaid has not been revoked by the Participant during his
lifetime. An approved leave of absence shall not be deemed a termination of
employment for purposes of this section.
SECTION 7. TRANSFERABILITY.
7.01. Stock purchase benefits granted hereunder may not be assigned,
transferred, pledged, or hypothecated (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition or
levy of attachment or similar process upon the stock purchase benefits shall be
null and void and without effect.
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7.02. The funds accumulated in a Stock Purchase Account may not be assigned,
transferred, pledged or hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of the funds accumulated in
the Stock Purchase Account shall be null and void and without effect.
7.03. The administrator of the Plan may, from time to time, establish or modify
minimum required holding periods for Shares purchased by Participants under the
Plan and, in connection therewith, may establish such rules and regulations as
it determines to be necessary or appropriate for the administration of such
minimum holding periods, including, without limiting the generality of the
authority herein, by requiring that the Shares issued under the Plan be
restricted or bear a legend against transfer or by requiring periodic
certifications by Participants concerning compliance with such minimum required
holding periods, provided that the establishment of or any change to any minimum
required holding period shall be made effective on a Quarter Date and that
notice thereof shall be given to Participants on or before the commencement of
the calendar quarter ending on such Quarter Date by such means as the
administrator of the Plan determines to be appropriate in the circumstances. The
failure of a Participant to receive any such notice shall not affect the
establishment of any such minimum holding period or any change thereto with
respect to that or any other Participant.
SECTION 8. SHARE CERTIFICATES.
8.01. Shares purchased under the Plan may be originally issued in certificated
or uncertificated form, as determined by the Board of Directors or any committee
appointed pursuant to Section 10. Shares issued under the Plan may contain
restrictions against transfer 9 (including applicable legends to that effect) as
provided in Section 7.03.
8.02. The company shall not be required to issue or deliver any Shares purchased
prior to registration under the Securities Act of 1933 or registration or
qualification under any state law if such registration is required. The company
will use its best efforts to accomplish such registration, if and to the extent
required or determined desirable, not later than a reasonable time following a
Quarter Date, and issuance of Shares may be deferred until such registration is
accomplished.
8.03. An employee shall have no interest in the Shares purchased until a Share
certificate representing the same is issued or an appropriate book-entry is made
with the transfer agent reflecting such purchase.
8.04. The Share certificates or book-entries representing Shares issued under
the Plan shall be registered in the name of the Participant or jointly in the
name of the Participant and another person, as the Participant may direct.
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SECTION 9. EFFECTIVE DATE AND AMENDMENT OR TERMINATION OF PLAN.
9.01. The Plan shall become effective on the date fixed by the board of
directors of the company after approval thereof by the shareholders of the
company; provided, however, that the date fixed by the board of directors as the
effective date of the Plan shall coincide with a Quarter Date.
9.02. The board of directors of the company may at any time terminate or amend
the Plan except that no amendment shall be made without prior approval of the
shareholders which would (i) permit the issuance of Shares before payment
thereof in full, (ii) increase the rate of payroll deductions above ten percent
(10%) of Current Compensation, or (iii) reduce the price per share at which the
Shares may be purchased.
9.03. The Plan shall automatically terminate on the fifth (5th) anniversary date
of the Quarter Date it became effective (or next ensuing business day, as the
case may be).
SECTION 10. STOCK PLAN COMMITTEE.
10.01. The Plan shall be administered by the board of directors or any committee
appointed by the board of directors of the company. In administering the Plan,
it will be necessary to follow various laws and regulations. It may be necessary
from time to time to change or waive requirements of the Plan to conform with
law, to meet special circumstances not anticipated or covered in the Plan, or to
carry on successful operations of the Plan. Therefore, the company reserves the
right, exercisable by the board of directors, or any appointed committee, to
make variations in the provisions of the Plan for such purposes and to determine
any questions which may arise regarding interpretation and application of the
provisions of the Plan. The determination of the board of directors or committee
as to the interpretation and operation of the Plan shall be final and
conclusive, provided that any such determination by a committee shall be subject
to review by the board of directors.
SECTION 11. STOCK DIVIDEND OR RECLASSIFICATION, MERGER, OR CONSOLIDATION.
11.01. Upon the payment of any stock dividend or reclassification by way of
split-up in the number of Shares of the company, the total number of Shares
authorized by Section 12 to be sold under the Plan shall be adjusted
accordingly.
11.02. If the company is merged into or consolidated with one or more
corporations during the Plan, appropriate adjustments shall be made to give
effect thereto on a equitable basis in terms of issuance of Shares of the
corporation surviving the merger or of the consolidated corporation, as the case
may be.
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SECTION 12. SHARES TO BE SOLD.
12.01. The company may go into the market and purchase Shares for sale under the
Plan, or it may issue currently unissued Shares. The number of Shares authorized
to be sold under the Plan during the current renewal period, which commences
February 1, 2000, shall not exceed 5 million Shares.
SECTION 13. NOTICES.
13.01. Notices of the company pertaining to the Plan may be addressed as
follows:
Deluxe Corporation
Attention: Employee Benefits Department
Post Office Box 64235
St. Paul, MN 55164-0235
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