DELUXE CORPORATION
PERFORMANCE SHARE PLAN
SECTION I. ESTABLISHMENT
On February 10, 1994, the Board of Directors of Deluxe Corporation
(the "Company"), upon recommendation by the Compensation Committee of the Board
of Directors (the "Committee"), approved an incentive plan for executives as
described herein, which plan shall be known as the "Deluxe Corporation
Performance Share Plan" (the "Plan"). The Plan shall be submitted for approval
by the shareholders of the Company at the 1994 Annual Meeting of Shareholders.
The Plan shall be effective as of January 1, 1994, subject to its approval by
the shareholders of the Company, and no benefits shall be issued pursuant to the
Plan until after the Plan has been approved by the shareholders of the Company.
SECTION II. PURPOSE
The purpose of the Plan is to advance the interests of the Company 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. The Plan is further intended to provide such
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.
SECTION III. ADMINISTRATION
3.1 COMPOSITION OF THE COMMITTEE. The Plan shall be administered by
the Committee, which shall consist of members appointed from time to time by the
Board of Directors and shall be comprised of not less 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, as amended (the "Exchange Act"), or any
successor rule or regulation ("Rule 16b-3"). All members of the Committee shall
be members of the Board of Directors of the Company who are "disinterested
persons" within the meaning of Rule 16b-3. In addition, to the extent required
by Section 162(m) of the Internal Revenue Code of 1986, as amended (such
statute, as it may be amended from time to time and all proposed temporary or
final Treasury Regulations promulgated thereunder shall be referred to as the
"Code"), at all times following the 1995 Annual Meeting of Shareholders of the
Company, all members of the Committee shall be "outside directors" within the
meaning of Section 162(m) of the Code.
3.2 POWER AND AUTHORITY OF THE COMMITTEE. The 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, or Award (as defined below in
Section 4.2) made under, 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 Committee pursuant to the Plan or any instrument or
agreement relating to, or Award made under, the Plan shall be (x) within the
sole discretion of the 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, holders of Awards, and their legal representatives and
beneficiaries, and employees of the Company or of any "Affiliate" of the
Company. For purposes of the Plan and any instrument or agreement relating to,
or Award made under, the Plan, the term "Affiliate" shall mean any entity that,
directly or indirectly through one or more intermediaries, is controlled by the
Company and any entity in which the Company has a significant equity interest,
in each case as determined by the Committee in its sole discretion.
3.3 DELEGATION. The Committee may delegate its powers and duties
under the Plan to one or more officers of the Company or any Affiliate or a
committee of such officers, subject to such terms, conditions and limitations as
the Committee may establish in its sole discretion; provided, however, that the
Committee shall not delegate its power (a) to make determinations regarding
officers or directors of the Company or any Affiliate who are subject to Section
16 of the Exchange 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.
SECTION IV. ELIGIBILITY AND PARTICIPATION
4.1 ELIGIBILITY. The Plan is unfunded and is maintained by the
Company for a select group of management or highly compensated employees. In
order to be eligible to participate in the Plan, an employee of the Company or
of its Affiliates must be selected by the Committee. In determining the
employees who will participate in the Plan, the Committee may take into account
the nature of the services rendered by the respective employees, their present
and potential contributions to the success of the Company and such other factors
as the Committee, in its sole discretion, shall deem relevant. A director of
the Company or of an Affiliate who is not also an employee of the Company or an
Affiliate shall not be eligible to participate in the Plan.
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4.2 PARTICIPATION. The Committee shall determine the employees to be
granted an award opportunity (the "Award"), the amount of each Award, the time
or times when Awards will be made, the period of time over which such Awards are
intended to be earned, and all other terms and conditions of each Award. The
provisions of the Awards need not be the same with respect to any recipient of
an Award (the "Participant") or with respect to different Participants. The
Committee's decision to approve an Award to an employee at any time shall not
require the Committee to approve a similar Award or any Award at all to that
employee or any other employee or person at any future date. The Company and
the Committee shall not have any obligation for uniformity of treatment of any
person, including, but not limited to, Participants and their legal
representatives and beneficiaries and employees of the Company or of any
Affiliate of the Company.
4.3 AWARD AGREEMENT. Any employee selected for participation by the
Committee shall, if requested by the Committee, execute and return to the
Committee a written agreement setting forth the terms and conditions of the
Award (the "Award Agreement"). A separate Award Agreement may be entered into
between the Company and each Participant for each Award.
4.4 QUALIFIED PERFORMANCE-BASED COMPENSATION. Awards granted
pursuant to the Plan are intended to be "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code. Accordingly,
all of the other terms and conditions of the Plan as it applies to any Award
shall be interpreted in such a fashion so as to qualify all compensation paid
thereunder as "qualified performance-based compensation" within the meaning of
Section 162(m) of the Code.
4.5 MAXIMUM SHARE LIMITATIONS. No Participant may be granted an
Award or Awards of any Stock Units (as defined below in Section 5.1) or Shares
(as defined below in Section 5.6) under this Plan (i) and under any other
stock-based benefit plan adopted by the Company (including, if adopted, the
Stock Incentive Plan as defined below in Section 5.1) of more than 90,000 Shares
in the aggregate in any calendar year or (ii) of more than 90,000 Shares in the
aggregate during the period from January 1, 1994 through December 31, 1998;
provided, however, that, for purposes of making this 90,000 Share calculation,
any Shares acquired pursuant to the Deluxe Corporation Annual Incentive Plan
shall not be taken into account.
4.6 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
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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.
SECTION V. AWARDS
5.1 GENERAL. The Committee shall determine the Award or Awards to be
made to each Participant, and each Award shall be subject to the terms and
conditions of the Plan and the applicable Award Agreement. An Award shall be
made in the form of units equivalent to Shares (the "Stock Units"). Awards may
be granted singly or in combination, or in addition to, in tandem with or in
substitution for any grants or rights under any employee or compensation plan of
the Company or of any Affiliate, including the Deluxe Corporation Stock
Incentive Plan (the "Stock Incentive Plan"). All or part of an Award may be
subject to conditions and forfeiture provisions established by the Committee,
and set forth in the Award Agreement, which may include, but are not limited to,
continuous service with the Company or an Affiliate.
5.2 BUSINESS CRITERIA FOR PERFORMANCE-BASED AWARDS. The right to
have an Award vest or become payable in any fashion shall be determined solely
on account of the attainment of one pre-established, objective performance goal
selected by the Committee at the time of the grant of the Award. Such goal
shall be based solely on the Company's total return to shareholders during a
period selected by the Committee (a "Performance Period") as compared to the
total return to shareholders of companies comprising the Standard & Poor's 500
Company Stock Index (the "S & P 500") during a measurement period (a
"Measurement Period") selected by the Committee, which Measurement Period need
not be the same as the Performance Period. The Performance Period and
Measurement Period with respect to each Award shall be designated by the
Committee in its sole discretion at the time of the grant of the Award. Total
return to shareholders shall mean appreciation in share price between the date
of grant and the end of the applicable Performance Period or Measurement Period,
plus dividends paid during such period.
5.3 AWARD OF STOCK UNITS. All Awards shall be granted in the form of
Stock Units. No certificates shall be issued with respect to such Stock Units,
but the Company shall maintain a bookkeeping account in the name of the
Participant to which the Stock Units shall relate. Each Stock Unit shall
represent the right to
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receive a payment of one or more Shares of the Company's Common Stock or a
continuing Stock Unit, or other Awards, or a combination thereof, with such
restrictions and conditions as the Committee may determine in its sole
discretion, including, but not limited to, the issuance of Shares as restricted
stock legended to indicate restrictions on transferability.
5.4 DIVIDEND EQUIVALENTS. The Committee, in its sole discretion, may
provide that any Award may earn dividend equivalents as provided in the Stock
Incentive Plan.
5.5 PAYMENT OF AWARDS; MINIMUM ACHIEVEMENT FOR PAYMENT. Payment of
Awards may be made at such times, with such restrictions and conditions, and in
such forms (Shares, including restricted Shares, Stock Units, other Awards, or
combinations thereof) as the Committee in its sole discretion may determine at
the time of grant of the Awards. Notwithstanding any other provision of the
Plan to the contrary, a payment will not be made with respect to any Award or
any Stock Unit included as part of an Award for any Performance Period unless
the Company's total return to shareholders for that Performance Period is at
least equal to the total return to shareholders for companies in the 50th
percentile of the S & P 500 for the Measurement Period.
5.6 STOCK INCENTIVE PLAN. All shares ("Shares") of Company Common
Stock, $1.00 par value, to be issued under the Plan shall be issued pursuant to
the Stock Incentive Plan to be voted upon for approval by the shareholders of
the Company at the 1994 Annual Meeting of Shareholders. Accordingly, such
Shares shall be subject to all of the additional terms and conditions of Stock
Incentive Plan. In the event the Stock Incentive Plan is not so approved by the
Company's shareholders, this Plan shall be of no effect, as described in Section
9.1 hereof.
SECTION VI. TERMINATION OF EMPLOYMENT
Each Award Agreement shall include provisions governing the
disposition of an Award in the event of the retirement, disability, death or
other termination of a Participant's employment with the Company or an
Affiliate.
SECTION VII. NON-TRANSFERABILITY
Except as otherwise determined by the Committee or as set forth in the
applicable Award Agreement, no Award and no right under any Award 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 Committee, a
Participant may, in the manner established by the Committee, (i) designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any
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property distributable with respect to any Award upon the death of the
Participant, or (ii) transfer any Award 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." Each Award or right under
any Award shall be exercisable during a Participant's lifetime only by the
Participant, or by a member of such Participant's "immediate family" or a trust
for members of such "immediate family" pursuant to a transfer as described
above, or if permissible under applicable law, by the Participant's guardian or
legal representative. No Award or right under any Award 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 or any Affiliate of the Company.
SECTION VIII. TAXES
In order to comply with all applicable federal or state income, social
security, payroll, withholding or other tax laws or regulations, the 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 Award, the 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 Company withhold a portion of the shares of Common Stock otherwise to
be delivered upon receipt or payment of (or the lapse of restrictions relating
to) such Award 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 receipt or payment of (or the lapse of restrictions relating to) such Award
with a fair market value equal to the amount of such taxes.
SECTION IX. AMENDMENT AND TERMINATION
9.1 TERM OF PLAN. Unless the Plan shall have been discontinued or
terminated as provided in Section 9.2 hereof, or unless the Company's
shareholders have failed to approve this Plan and the Stock Incentive Plan, the
Plan shall terminate on December 31, 1998. This Plan shall be of no effect, and
the Board of Directors shall be deemed automatically to have terminated this
Plan, if the Company's shareholders fail to approve the Stock Incentive Plan at
the Company's 1994 Annual Meeting of Shareholders. No Awards may be granted
after such termination, but termination of the Plan shall not alter or impair
any rights or
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obligations under any Award theretofore granted, without the consent of the
Participant or holder or beneficiary thereof, except as otherwise provided in
the Plan or the Award Agreement.
9.2 AMENDMENTS TO PLAN. Except to the extent prohibited by
applicable law and unless otherwise expressly provided in the Plan or an Award
Agreement, the Board of Directors of the Company may amend, alter, suspend,
discontinue or terminate the Plan; provided, however, that notwithstanding any
other provision of the Plan or any Award Agreement, without the approval of the
shareholders of the Company, no such amendment, alteration, suspension,
discontinuation or termination shall be made that, absent such approval:
(a) would cause Rule 16b-3 to become unavailable with respect to
the Plan; or
(b) 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.
9.3 WAIVERS OF AWARD CONDITIONS OR RIGHTS. The Committee may waive
any condition of, or rights of the Company under, any outstanding Award,
prospectively or retroactively.
9.4 LIMITATION ON AMENDMENTS TO AWARDS. Neither the Committee nor
the Company may amend, alter, suspend, discontinue or terminate any outstanding
Award, prospectively or retroactively, without the consent of the Participant or
holder or beneficiary thereof, except as otherwise provided in the Plan or the
Award Agreement.
9.5 CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. Except to
the extent prohibited by applicable law and unless otherwise expressly provided
in the Plan or an Award Agreement, the Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan, any Award or any Award
Agreement in the manner and to the extent it shall deem desirable to carry the
Plan into effect.
SECTION X. MISCELLANEOUS
10.1 GOVERNING LAW. The Plan and any Award Agreement shall be
governed by and construed in accordance with the internal laws, and not the laws
of conflicts, of the State of Minnesota.
10.2 SEVERABILITY. If any provision of the Plan, any Award or any
Award Agreement is or becomes or is deemed to be invalid, illegal or
unenforceable
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in any jurisdiction or would disqualify the Plan, any Award or any Award
Agreement under any law deemed applicable by the Committee, 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 Committee,
materially altering the purpose or intent of the Plan, the Award or the Award
Agreement, such provision shall be stricken as to such jurisdiction, and the
remainder of the Plan, any such Award or any such Award Agreement shall remain
in full force and effect.
10.3 NO TRUST OR FUND CREATED. Neither the Plan nor any Award or
Award Agreement shall 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 any person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or of any Affiliate.
10.4 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.
10.5 STOCK INCENTIVE PLAN. Except as otherwise specifically stated
herein, all of the terms and conditions of the Stock Incentive Plan shall also
govern Awards under this Plan.
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