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NON-QUALIFIED
STOCK OPTION AGREEMENT
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GRANT
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# OF DELUXE CORP
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OPTION PRICE
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GRANTED TO
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DATE
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COMMON SHARES
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PER SHARE
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EXPIRATION DATE
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1.
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GRANT
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Deluxe Corporation
(“Deluxe”) hereby grants to you the right to purchase
the above stated number of shares of its common stock, par value
$1.00 per share, at the price stated above (the
“Option”).
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2.
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DURATION AND
EXERCISABILITY
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You
may not exercise any portion of this Option prior to one year from
the date of grant set forth above (the “Grant Date”),
and the Option expires seven years after the Grant Date (the
“Expiration Date”). Commencing one year after the Grant
Date you may exercise this Option in cumulative installments of
33-1/3 percent on and after the first, second, and third
anniversaries of the Grant Date. This entire Option will vest
earlier and become exercisable upon your Qualified Retirement,
Disability, death, or termination without Cause. “Qualified
Retirement,” “Disability,” and
“Cause” are defined in the Addendum to this
Agreement.
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3.
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RETIREMENT, DISABILITY, DEATH OR
TERMINATION
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Upon your Qualified Retirement from
Deluxe or an Affiliate (collectively, the “Company”),
you will have three years from the date of your retirement to
exercise this Option. If you die while employed, the representative
of your estate or your heirs will have one year from the date of
your death to exercise this Option. If your employment terminates
due to Disability, you will have one year from the date of your
termination to exercise this Option. If your employment is
terminated by the Company without Cause, you will have three months
from the date of your termination to exercise this Option. If you
resign or otherwise voluntarily terminate your employment with the
Company, you will have three months from the date of your
termination to exercise this Option, to the extent the Option had
vested as of your termination date. In no case, however, may this
Option be exercised after the Expiration Date. If your employment
with the Company is terminated for Cause, the entire unexercised
portion of this Option will be canceled as of your last date of
employment.
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4.
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ACCELERATION OF EXERCISABILITY UPON
CHANGE OF CONTROL
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(a)
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Notwithstanding any installment or
delayed exercise provision contained in this Agreement that would
result in this Option becoming exercisable in full or in part at a
later date, if, in connection with any “Change of
Control” (as defined in the Addendum), the acquiring Person,
surviving or acquiring corporation or entity, or an affiliate of
such corporation or entity, elects to continue this Option in
effect and to replace the shares of common stock issuable upon
exercise of this Option with other equity securities that are
registered under the Securities Act of 1933 and are freely
transferable under all applicable federal and state securities laws
and regulations, this Option shall become exercisable in full if,
within twelve months of the date of the Change of
Control,
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(i)
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Your employment with the Company (or
any successor company or affiliated entity with which you are then
employed) is terminated by the Company or such other employer
without Cause,
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(ii)
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Your employment with the Company (or
any successor company or affiliated entity with which you are then
employed) is terminated by you for “Good Reason” (as
defined in the Addendum), or
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(iii)
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Any
earlier date provided under this Agreement.
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In
the event of any such Change of Control, the number of replacement
equity securities issuable upon exercise of this Option shall be
determined by multiplying the exchange ratio used in connection
with the Change of Control for determining the number of
replacement equity securities issuable for the outstanding shares
of Deluxe’s common stock, or if there is no such ratio, an
exchange ratio established or accepted by the Continuing Directors
(as defined in the Addendum), and the exercise price per share of
replacement equity security shall be adjusted by such exchange
ratio so as to preserve the same economic value in this Option as
existed prior to the Change of Control. In the event of any such
Change of Control, all references herein to the common stock shall
thereafter be deemed to refer to the replacement equity securities
issuable upon exercise of this Option, references to Deluxe shall
thereafter be deemed to refer to the issuer of such replacement
equity securities, and all other terms of this Option shall
continue in effect except as and to the extent modified by this
subparagraph.
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(b)
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If
the Change of Control does not meet the continuation or replacement
criteria specified in subparagraph (a) above, this Option
shall become exercisable in full immediately upon the Change of
Control.
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5.
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FORFEITURE OF OPTION AND OPTION GAIN
RESULTING FROM CERTAIN ACTIVITIES
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(a)
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If,
at any time within 12 months after the date that you have
exercised any portion of this Option, you engage in any Forfeiture
Activity (as defined below) then (i) the Option shall
immediately terminate effective as of the date any such activity
first occurred, and (ii) any gain received by you pursuant to
the exercise of the Option must be paid to Deluxe within
30 days of demand by Deluxe. For purposes hereof, the gain on
any exercise of the Option shall be determined by multiplying the
number of shares purchased pursuant to the Option times the excess
of the closing price on the New York Stock Exchange of a share of
Deluxe’s common stock on the date of exercise (without regard
to any subsequent increase or decrease in the fair market value of
such shares) over the exercise price.
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(b)
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As
used herein, you shall be deemed to have engaged in a Forfeiture
Activity if you (i) directly or indirectly, engage in any business
activity on your own behalf or as a partner, stockholder, director,
trustee, principal, agent, employee, consultant or otherwise of any
person or entity which is in any respect in competition with or
competitive with the Company or you solicit, entice or induce any
employee or representative of the Company to engage in any such
activity, (ii) directly or indirectly solicit, entice or
induce (or assist any other person or entity in soliciting,
enticing or inducing) any customer or potential customer (or agent,
employee or consultant of any customer or potential customer) with
whom you had contact in the course of your employment with the
Company to deal with a competitor of the Company, (iii) fail
to hold in a fiduciary capacity for the benefit of the Company all
confidential information, knowledge and data, including customer
lists and information, business plans and business strategy
(“Confidential Data”) relating in any way to the
business of the Company for so long as such Confidential Data
remains confidential, or (iv) are terminated by the Company
for Cause.
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(c)
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If
any court of comp
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