DELUXE CORPORATION
ANNUAL INCENTIVE PLAN
The following plans are filed with the Commission pursuant to the
requirements of Instruction 4 to Item 10 of Regulation 14A. Copies of the
plans are not being sent to shareholders.
1. ESTABLISHMENT. On November 12, 1993, the Board of Directors of Deluxe
Corporation, upon recommendation by the Compensation Committee of the Board of
Directors, approved an incentive plan for executives as described herein, which
plan shall be known as the "Deluxe Corporation Annual Incentive Plan." This
Plan shall be submitted for approval by the shareholders of Deluxe Corporation
at the 1994 Annual Meeting of Shareholders. This Plan shall be effective as of
January 1, 1994, subject to its approval by the shareholders, and no benefits
shall be issued pursuant thereto until after this Plan has been approved by the
shareholders.
2. PURPOSE. The purpose of this Plan is to advance the interests of Deluxe
Corporation and its shareholders by attracting and retaining key employees, and
by stimulating the efforts of such employees to contribute to the continued
success and growth of the business of the Company. This Plan is further
intended to provide employees with an opportunity to increase their ownership of
the Company's common stock and, thereby, to increase their personal interest in
the long-term success of the business in a manner designed to increase
shareholder value.
3. DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:
3.1. COMPENSATION COMMITTEE - a committee of the Board of Directors of the
Company designated by such Board to administer the Plan which shall consist
of members appointed from time to time by the Board of Directors and shall
be composed of not fewer than such number of directors as shall be required
to permit the Plan to satisfy the requirements of Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "1934 Act"), as amended, or any successor rule or regulation
("Rule 16b-3"). Each member of the Compensation Committee shall be a
"disinterested person" within the meaning of Rule 16b-3 and, following the
1995 Annual Meeting of Shareholders of the Company, an "outside director"
within the meaning of Section 162(m) of the Code.
3.2. CODE - the Internal Revenue Code of 1986, as it may be amended from
time to time, and any proposed, temporary or final Treasury Regulations
promulgated thereunder.
3.3. COMMON STOCK - the common stock, par value $1.00 per share, of the
Company.
3.4. COMPANY - Deluxe Corporation, a Minnesota corporation, and any of its
subsidiaries or affiliates, whether now or hereafter established.
3.5. DELUXE - Deluxe Corporation, a Minnesota corporation, and all
subsidiaries included in its consolidated financial reports for a given
period.
3.6. EXECUTIVES - all Participants for a given Performance Period
designated by the Compensation Committee as "Executives" for purposes of
this Plan. The Compensation Committee shall designate as Executives all
Participants it reasonably believes may be "named executive officers" under
Rule 402 promulgated under the 1934 Act for that Performance Period.
3.7. INCENTIVE POOL AMOUNT - a specific dollar amount equal to the
Company's ROACE Achievement Factor multiplied by the Maximum Incentive Pool
Amount.
3.8. INDIVIDUAL INCENTIVE AMOUNT - an amount for a Performance Period equal
to (a) for any Executive, the product of (i) such Executive's Maximum
Incentive multiplied by (ii) a fraction equal to (W) the Incentive Pool
Amount divided by (X) the Maximum Incentive Pool Amount and (b) for any
Other Participant, the product of (i) such Other Participant's Individual
Performance Achievement Factor multiplied by (ii) the product of (Y) such
Other Participant's Maximum Incentive multiplied by (Z) a fraction equal to
(A) the Incentive Pool Amount divided by (B) the Maximum Incentive Pool
Amount.
3.9. INDIVIDUAL PERFORMANCE ACHIEVEMENT FACTOR - a percentage, not
exceeding 100% (expressed as a fraction for the purposes of the calculation
of benefits under the Plan), provided in a schedule or table or computed
from a formula established by the Compensation Committee in advance of a
Performance Period which corresponds to the achievement by each Other
Participant of the Performance Factors established by the Compensation
Committee which are applicable to the Other Participant for the Performance
Period.
3.10. MAXIMUM INCENTIVE POOL AMOUNT - a specific dollar amount which shall
constitute the maximum amount of benefits payable (whether in cash or
shares of Common Stock or any combination thereof) to all Participants
under this Plan for a given Performance Period. This amount shall be
established for each Performance Period by the Compensation Committee prior
to the start of such Performance Period, based upon such factors as it
shall deem appropriate.
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3.11. MAXIMUM INCENTIVE - a specific dollar amount which shall constitute
the maximum incentive payment to be made (whether in cash or shares of
Common Stock or any combination thereof) pursuant to the Plan to a
Participant for a Performance Period, as determined by the Compensation
Committee prior to the start of such Performance Period, based upon such
factors as it shall deem appropriate; PROVIDED, THAT, the Maximum Incentive
for any Other Participant may be increased by the Compensation Committee
after the conclusion of a Performance Period in accordance with Section
5.1(b) hereof; and PROVIDED, FURTHER, HOWEVER, that the Maximum Incentive
which may be paid pursuant to the Plan to any Participant (including any
Other Participant pursuant to Section 5.1(b)), whether in cash or other
property, shall not exceed in value $800,000 in any calendar year. Any
incentive payment (or portion thereof) paid in a form other than cash shall
be valued at the fair market value thereof on the date of payment in such
manner as the Compensation Committee shall determine.
3.12. OTHER PARTICIPANTS - all Participants for a given Performance Period
who are not designated as "Executives" by the Compensation Committee for
such Performance Period.
3.13. PARTICIPANTS - any management or highly compensated employees of the
Company who are designated by the Compensation Committee prior to the start
of a Performance Period as Participants in this Plan. Directors of the
Company who are not also employees of the Company are not eligible to
participate in the Plan. Participants shall be designated as either
Executives or Other Participants by the Compensation Committee prior to the
start of a Performance Period.
3.14. PERFORMANCE FACTOR - the preestablished, objective performance goals
selected by the Compensation Committee prior to the start of each
Performance Period and which shall (i) in the case of Executives, be based
solely on ROACE and (ii) in the case of Other Participants, be based on
such business criteria (which may be, exclusively, ROACE) as the Committee
may determine to be appropriate, which may include financial and
nonfinancial performance goals that are linked to such individual's
business unit or the Company as a whole or to such individual's areas of
responsibility.
3.15. PERFORMANCE PERIOD - each consecutive twelve-month period commencing
on January 1 of each year during the term of this Plan.
3.16. PLAN - this Deluxe Corporation Annual Incentive Plan.
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3.17. RETURN ON AVERAGE CAPITAL EMPLOYED OR ROACE - a percentage computed
as Deluxe's (or group of companies') "income from operations" on a
consolidated basis as reported to its shareholders divided by Deluxe's (or
group of companies') "total invested capital." As used herein, "income
from operations" shall be computed as income before taxes, interest expense
and interest income, and "total invested capital" shall be computed as the
sum of long-term debt, common equity and preferred stock, all as computed
in accordance with generally accepted accounting principles as in effect
from time to time and, with respect to Deluxe, as applied by Deluxe in the
preparation of its financial statements.
3.18. ROACE ACHIEVEMENT FACTOR - is a percentage (expressed as a fraction
for purposes of the calculation of benefits under the Plan) provided in a
schedule or table or computed from a formula established by the Committee
in advance of a Performance Period, which corresponds to or is derived from
Deluxe's ROACE during the Performance Period as compared to the S&P 500
ROACE during a measurement period (which need not be the same as the
Performance Period); PROVIDED THAT,the percentage shall be zero in the
event Deluxe's ROACE during the Performance Period is less than the
fiftieth (50th) percentile of the S&P 500 ROACE during the applicable S&P
500 measurement period.
3.19. S&P 500 - the company stock index reported by Standard & Poor's,
Inc., also known as the "Standard & Poor's 500 Company Stock Index."
4. ADMINISTRATION.
4.1. POWER AND AUTHORITY OF COMPENSATION COMMITTEE. The Plan shall be
administered by the Compensation Committee. The Compensation Committee shall
have full power and authority, subject to all the applicable provisions of the
Plan and applicable law, to (a) establish, amend, suspend or waive such rules
and regulations and appoint such agents as it deems necessary or advisable for
the proper administration of the Plan, (b) construe, interpret and administer
the Plan and any instrument or agreement relating to the Plan, and (c) make all
other determinations and take all other actions necessary or advisable for the
administration of the Plan. Unless otherwise expressly provided in the Plan,
each determination made and each action taken by the Compensation Committee
pursuant to the Plan or any instrument or agreement relating to the Plan shall
be (x) within the sole discretion of the Compensation Committee, (y) may be made
at any time and (z) shall be final, binding and conclusive for all purposes on
all persons, including, but not limited to, Participants and their legal
representatives and beneficiaries, and employees of the Company.
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4.2 DELEGATION. The Compensation Committee may delegate its powers and
duties under the Plan to one or more officers of the Company or a committee of
such officers, subject to such terms, conditions and limitations as the
Compensation Committee may establish in its sole discretion; PROVIDED, HOWEVER,
that the Compensation Committee shall not delegate its power (a) to make
determinations regarding officers or directors of the Company who are subject to
Section 16 of the 1934 Act; or (b) in such a manner as would cause the Plan not
to comply with the provisions of Section 162(m) of the Code.
4.3. DETERMINATIONS MADE PRIOR TO EACH PERFORMANCE PERIOD. Prior to the
beginning of each Performance Period or, solely in the case of the Performance
Period which begins January 1, 1994, prior to April 1, 1994, the Compensation
Committee shall:
(a) designate all Participants (including designation as Executives
or Other Participants) for such Performance Period;
(b) determine the measurement period to be used to calculate the
ROACE of the S&P 500 for purposes of determining the ROACE
Achievement Factor;
(c) establish the objective Performance Factors; PROVIDED THAT, the
Performance Factors selected for Executives for any Performance
Period shall be based solely on ROACE and for each such Executive
shall be based upon the same table, schedule or formula (for
determining the ROACE Achievement Factor) selected by the
Compensation Committee for Executives for that Performance
Period;
(d) establish the applicable table, schedule or formula to be used in
determining the Individual Performance Achievement Factors for
the purpose of establishing the Individual Incentive Amounts for
Other Participants during the Performance Period;
(e) establish the table, schedule or formula to be used in
determining the ROACE Achievement Factor for the Performance
Period for the purpose of establishing the Incentive Pool Amount
for that Performance Period; and
(f) determine the Maximum Incentive Pool Amount for the Performance
Period and Maximum Incentive for each Participant payable for
such Performance Period.
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4.4. CERTIFICATION. Following the close of each Performance Period and
prior to payment of any amount to any Participant under the Plan, the
Compensation Committee must certify in writing Deluxe's ROACE and resulting
Incentive Pool Amount for that Performance Period and certify as to the
attainment of all other factors (including the Performance Factors for a
Participant) upon which any payments to a Participant for that Performance
Period are to be based.
4.5. SHAREHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by shareholders of the Company in accordance with
Section 162(m) of the Code. No amount shall be paid to any Participant under
this Plan unless such shareholder approval has been obtained.
5. INCENTIVE PAYMENT.
5.1. FORMULA.
(a) EXECUTIVES. Each Executive shall receive a payment under this
Plan for a Performance Period in an amount not greater than such
Executive's Individual Incentive Amount for that Performance
Period (which amount may be reduced by the Compensation Committee
pursuant to Section 5.2(b) hereof); PROVIDED that, in no event
shall such amount be greater than the Executive's Maximum
Incentive for that Performance Period.
(b) OTHER PARTICIPANTS. Each of the Other Participants shall receive
a payment under this Plan for a Performance Period in an amount
equal to such Other Participant's Individual Incentive Amount for
that Performance Period; PROVIDED, HOWEVER that, with respect to
such Other Participants, the Compensation Committee may increase
(which increased payment may exceed an Other Participant's
Maximum Incentive, but may not exceed $800,000) or decrease such
payment by taking into account such individual's performance,
competitive compensation and other factors deemed relevant by the
Compensation Committee, which factors need not be based on the
achievement of any of the Performance Factors.
5.2. Limitations.
(a) MINIMUM ROACE ACHIEVEMENT. In no event shall any Participant
receive any payment hereunder unless Deluxe's ROACE for a
Performance Period is at least equal to the 50th percentile of
ROACE for companies included in the S&P 500 for
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the measurement period determined by the Compensation Committee.
(b) DISCRETIONARY REDUCTION. The Compensation Committee shall retain
sole and full discretion to reduce by any amount the amount of
any incentive payment otherwise payable to any Participant under
this Plan, but may not increase the payment to any Executive for
any Performance Period above such Executive's Individual
Incentive Amount for such Performance Period.
(c) CONTINUED EMPLOYMENT. Except as otherwise provided by the
Compensation Committee, no incentive payment under this Plan with
respect to a Performance Period shall be paid or owed to a
Participant whose employment terminates prior to the last day of
such Performance Period.
(d) MAXIMUM PAYMENTS. In no event shall the aggregate of all awards
paid under the Plan to all Participants for any Performance
Period exceed the Incentive Pool Amount for such Performance
Period.
6. BENEFIT PAYMENTS.
6.1. TIME AND FORM OF PAYMENTS. Prior to the start of a Performance
Period, each Participant shall elect whether to receive benefits which may be
paid under the Plan in cash or in the form of shares of Common Stock or some
combination thereof. Participants who elect to receive some percentage of the
incentive payment in the form of cash shall be entitled to elect, at the same
time as the cash election is made, to defer such receipt in accordance with the
terms of any Company deferred compensation plan in effect at the time and
applicable to such cash payment. In the event a Participant has elected to
receive some percentage of the incentive payment in the form of cash, and
subject to any such deferred compensation election, such cash incentive shall be
paid as soon as administratively feasible after the Compensation Committee has
made the certifications provided for in Section 4.4 above and otherwise
determined the amount of such Participant's incentive payment payable under this
Plan. In the event that a Participant chooses to receive some percentage of the
incentive payment in the form of shares, in lieu of cash (the "Share Dollar
Amount"), the Participant shall be entitled to receive shares of restricted
Common Stock equal to 125% of the Share Dollar Amount pursuant to this Plan,
based on the fair market value of such shares (as determined in accordance with
the terms of the Deluxe Corporation Stock Incentive Plan (the "Stock Incentive
Plan"), as of the date such shares are to be issued, after the Compensation
Committee has made the certifications provided for in Section 4.4
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above and otherwise determined the amount of a Participant's incentive payment
payable under this Plan.
In the event a Participant has elected to receive some percentage of
the incentive payment in the form of shares of Common Stock, such shares shall
be issued pursuant to the Stock Incentive Plan to be approved by the
shareholders of the Company at the 1994 Annual Meeting of Shareholders, which
shares shall be subject to such forfeiture rights and to such restrictions
regarding transfer as may be established by the Compensation Committee;
PROVIDED, HOWEVER, that the individual share limitation provided for in Section
4(d) of the Stock Incentive Plan shall not apply to shares issued under this
Plan. In the event that the Stock Incentive Plan is not approved by the
shareholders of the Company at the 1994 Annual Meeting of Shareholders, all
incentive payments to be made under this Plan shall be paid in cash.
6.2. NONTRANSFERABILITY. Except as otherwise determined by the
Compensation Committee, no right to any incentive payment hereunder, whether
payable in cash or other property, shall be transferable by a Participant
otherwise than by will or by the laws of descent and distribution; PROVIDED
HOWEVER, that if so determined by the Compensation Committee, a Participant may,
in the manner established by the Compensation Committee (i) designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any cash or property hereunder upon the death of the Participant, or
(ii) transfer any rights to any cash incentive payment hereunder to any member
of such Participant's "immediate family" (as such term is defined in Rule
16a-1(e) promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or any successor rule or
regulation) or to a trust whose beneficiaries are members of such Participant's
"immediate family." No right to any incentive payment hereunder may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company.
6.3. TAX WITHHOLDING. In order to comply with all applicable federal or
state income, social security, payroll, withholding or other tax laws or
regulations, the Compensation Committee may establish such policy or policies as
it deems appropriate with respect to such laws and regulations, including
without limitation, the establishment of policies to ensure that all applicable
federal or state income, social security, payroll, withholding or other taxes,
which are the sole and absolute responsibility of the Participant, are withheld
or collected from such Participant. In order to assist a Participant in paying
all or part of the federal and state taxes to be withheld or collected upon
receipt or payment of (or the lapse of restrictions relating to) an incentive
payment payable hereunder, the Compensation Committee, in its sole discretion
and subject to such additional terms and conditions as it may adopt, may permit
the Participant to satisfy such tax obligation by (a) electing to have the
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Company withhold a portion of the shares of Common Stock otherwise to be
delivered upon payment of (or the lapse of restrictions relating to) an
incentive payment hereunder with a fair market value equal to the amount of such
taxes or (b) delivering to the Company shares of Common Stock other than the
shares issuable upon payment of (or the lapse of restrictions relating to) such
incentive payment with a fair market value equal to the amount of such taxes.
7. AMENDMENT AND TERMINATION; ADJUSTMENTS. Except to the extent prohibited by
applicable law and unless otherwise expressly provided in the Plan:
(a) AMENDMENTS TO THE PLAN. The Board of Directors of the Company
may amend, alter, suspend, discontinue or terminate the Plan,
without the approval of the shareholders of the Company, except
that no such amendment, alteration, suspension, discontinuation
or termination shall be made that, absent such approval:
(i) would cause Rule 16b-3 to become unavailable with respect
to the Plan; or
(ii) would violate the rules or regulations of the New York Stock
Exchange, any other securities exchange or the National
Association of Securities Dealers, Inc. that are applicable
to the Company.
(b) WAIVERS OF INCENTIVE PAYMENT CONDITIONS OR RIGHTS. The
Compensation Committee may waive any conditions of or rights of
the Company under any right to an incentive payment hereunder,
prospectively or retroactively.
(c) LIMITATION ON AMENDMENTS TO INCENTIVE PAYMENT RIGHTS. Neither
the Compensation Committee nor the Company may amend, alter,
suspend, discontinue or terminate any rights to an incentive
payment, prospectively or retroactively, without the consent of
the Participant or holder or beneficiary thereof, except as
otherwise herein provided.
(d) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Compensation Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan in the manner
and to the extent it shall deem desirable to carry the Plan into
effect.
8. MISCELLANEOUS.
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8.1. EFFECTIVE DATE. This Plan shall be deemed effective, subject to
shareholder approval, as of January 1, 1994.
8.2. TERM OF THE PLAN. Unless the Plan shall have been discontinued or
terminated, the Plan shall terminate on December 31, 1998. No right to receive
an incentive payment shall be granted after the termination of the Plan.
However, unless otherwise expressly provided in the Plan, any right to receive
an incentive payment theretofore granted may extend beyond the termination of
the Plan, and the authority of the Board of Directors and Compensation Committee
to amend or otherwise administer the Plan shall extend beyond the termination of
the Plan.
8.3. HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
8.4. APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and
inure to the benefit of the Company and each Participant, the successors and
assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and effect
as an obligation of the Company or its successors in interest (except to the
extent modified by the terms of the Stock Incentive Plan with respect to the
shares of restricted Common Stock issued under Section 6.1 hereof).
8.5. EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of this
Plan shall not give any Participant any right to be retained in the employment
of the Company. In the absence of any specific agreement to the contrary, this
Plan shall not affect any right of the Company, or of any affiliate of the
Company, to terminate, with or without cause, any Participant's employment at
any time. This Plan shall not replace any contract of employment, whether oral
or written, between the Company and any Participant, but shall be considered a
supplement thereto. This Plan is in addition to, and not in lieu of, any other
employee benefit plan or program in which any Participant may be or become
eligible to participate by reason of employment with the Company. No
compensation or benefit awarded to or realized by any Participant under the Plan
shall be included for the purpose of computing such Participant's compensation
under any compensation-based retirement, disability, or similar plan of the
Company unless required by law or otherwise provided by such other plan.
8.6. NO TRUST OR FUND CREATED. This Plan shall not create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any affiliate and a Participant or any other person. To
the extent that
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any person acquires a right to receive payments from the Company or any
affiliate pursuant to this Plan, such right shall be no greater than the right
of any unsecured general creditor of the Company or of any affiliate.
8.7. GOVERNING LAW. The validity, construction and effect of the Plan or
any incentive payment payable under the Plan shall be determined in accordance
with the laws of the State of Minnesota.
8.8. SEVERABILITY. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction such provision shall
be construed or deemed amended to conform to applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of the Compensation
Committee, materially altering the purpose or intent of the Plan, such provision
shall be stricken as to such jurisdiction, and the remainder of the Plan shall
remain in full force and effect.
8.9. QUALIFIED PERFORMANCE-BASED COMPENSATION. All of the terms and
conditions of the Plan shall be interpreted in such a fashion as to qualify all
compensation paid hereunder as "qualified performance-based compensation" within
the meaning of Section 162(m) of the Code.
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