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TRANSITION AGREEMENT

Transition Agreement

TRANSITION AGREEMENT | Document Parties: DELUXE CORP | Lawrence J. Mosner You are currently viewing:
This Transition Agreement involves

DELUXE CORP | Lawrence J. Mosner

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Title: TRANSITION AGREEMENT
Date: 3/10/2005
Industry: Office Supplies     Sector: Consumer/Non-Cyclical

TRANSITION AGREEMENT, Parties: deluxe corp , lawrence j. mosner
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Exhibit 10.1

TRANSITION AGREEMENT

        This Transition Agreement (“Agreement”) is entered into as of March 7, 2005, by and between Deluxe Corporation, a Minnesota corporation (“Deluxe”), and Lawrence J. Mosner (“Mosner”), an individual residing in the State of Minnesota.

        WHEREAS, Mosner has served as the Chairman and Chief Executive Officer (“CEO”) of Deluxe since December 2000, and has been a member of the Board of Directors of Deluxe (the “Board”) since August 1999;

        WHEREAS, Mosner has announced his intention voluntarily to retire from his officer and director positions with Deluxe upon the election by the Board of Mosner’s successor as CEO of Deluxe;

        WHEREAS, the Board wants to recognize Mosner’s many years of loyal service to Deluxe and to provide for the smooth transition of the CEO position;

        WHEREAS, the parties desire to set forth all matters regarding Mosner’s retirement as CEO, resignation from the Board and his service as a consultant to the new CEO; and

        WHEREAS, the Board believes it is in the best interests of Deluxe’s shareholders to enter into this Agreement.

        NOW THEREFORE, in consideration of the premises and the covenants herein, the sufficiency of which is hereby acknowledged, Mosner and Deluxe agree as follows:

        1.        Retirement as CEO . Effective on the earlier of: (i) December 31, 2005, and (ii) the date on which his successor as CEO is elected by the Board (the “Retirement Date”), Mosner shall retire as Deluxe’s CEO, from all other officer positions he currently holds with Deluxe and its affiliates and from all director positions he holds with Deluxe and its affiliates. Effective upon the Retirement Date, the Severance Agreement, effective March 1, 2001, between Deluxe and Mosner (the “Severance Agreement”), and the Executive Retention Agreement dated December 18, 2000, between Deluxe and Mosner (the “Retention Agreement”), shall each terminate and be of no further force or effect.

        2.        Consulting Regarding Transition of CEO Duties . After the Retirement Date and for a period not to exceed six months (the “Transition Period”) at the option of the Board, Mosner shall assist the new CEO in the transition of his duties as CEO in a diligent and business-like manner as and when reasonably requested by the new CEO, pursuant to the terms and conditions set forth below:

                (a)        Duration . Such assistance shall be limited to no more than eight hours per week of consultations by Mosner, which may be performed from any location that is mutually acceptable to Mosner and the new CEO.



 




                (b)        Duties . Such assistance may include, in each case, only at the direction and request of Deluxe’s new CEO: (i) representing Deluxe with key industry, civic and philanthropic constituents, (ii) assisting Deluxe’s new CEO in maintaining and developing business relationships with key strategic partners, (iii) regularly meeting with the new CEO to review progress toward the refinement and execution of Deluxe’s strategy, and (iv) assisting the new CEO in the recognition and motivation of employees in pursuing Deluxe’s strategy.

                (c)        Reporting Relationship . During the Transition Period, Mosner shall report to Deluxe’s new CEO.

                (d)        Manner of Performance . During the Transition Period, Mosner shall perform all services and duties that reasonably may be required of him pursuant to the terms hereof, to the reasonable satisfaction of Deluxe. Mosner shall not take any action that would be adverse to Deluxe’s business interests or that may subject Mosner, Deluxe or any of its affiliates to civil or criminal liability. In performing services hereunder, Mosner agrees to comply in full with all applicable laws, ethical standards, rules and regulations, and with Deluxe’s conflict of interest policies. Mosner represents that, on the date of this Agreement, he does not have any interest in any entity that would violate Deluxe’s conflict of interest policies or materially interfere in any manner with the performance of services under this Agreement. Subject to the restrictive covenants contained in this Agreement, including the non-disclosure and non-compete covenants, Mosner may engage in activities on his own behalf or on behalf of entities other than Deluxe and its affiliates, and may allocate his time between his obligations under this Agreement and such other activities in any manner Mosner deems appropriate, so long as Mosner’s obligations under this Agreement are satisfied. Mosner will have the sole right to supervise, manage, control and direct the performance of the details incident to Mosner’s duties described in this Agreement.

                (e)        Independent Contractor Status . Deluxe is retaining Mosner in the capacity of an independent contractor and not as an employee or agent of Deluxe or any of its affiliates. Mosner shall not be authorized at any time to execute any transaction on behalf of Deluxe or any of its affiliates. Nothing in this Agreement shall create, or shall be construed as creating, any form of partnership, joint venture, employer-employee relationship, or other affiliation that would permit Mosner to bind Deluxe or any of its affiliates with respect to any matter or would cause Deluxe or any of its affiliates to be liable for any action of Mosner. Neither Deluxe nor Mosner will represent to any third party that Mosner’s engagement by Deluxe hereunder is in any capacity other than as an independent contractor. Except as provided in Section 5 of this Agreement, Deluxe shall not be obligated to maintain any insurance for Mosner, including, but not limited to, medical, dental, life or disability insurance. Except as required by law, Mosner will not be eligible to participate in any employee benefit plan or program of Deluxe. To the extent Mosner employs others in providing services under this Agreement, Mosner agrees to comply with all applicable workers’ compensation laws and to provide satisfactory evidence of such compliance to Deluxe on request.

        3.        Compensation Until the Retirement Date . Mosner shall continue to receive his current salary, bonus payable for 2004 performance and other compensation to which he is entitled in his current position with Deluxe to the Retirement Date. Mr. Mosner shall continue to receive the standard executive officer benefit of Company-paid reimbursements for financial and



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tax planning for 2005, in an aggregate amount not to exceed $16,000 for such year. On the Retirement Date, all compensation related to Mosner’s employment with Deluxe under all other agreements and arrangements, including all perquisite programs, shall cease, and no further compensation shall be due from or paid by Deluxe to Mosner, except as contemplated in this Agreement or as otherwise required by law.

        4.        2005 Compensation Determinations . The Compensation Committee of the Board (the “Committee”) shall authorize the following compensation for Mosner for services as CEO during 2005:

                (a)        Annual Bonus . Mosner shall participate in the Annual Incentive Plan for 2005, and shall be entitled to be paid a pro-rated portion of the bonus that he would otherwise receive thereunder for the portion of the calendar year 2005 for which he served as CEO; provided that , Mosner shall not be eligible to defer any portion of this bonus into restricted stock units as set forth in such plan. Such bonus payout shall be made in February 2006, at the same time as payments under such plan are usually made.

                (b)        Long-Term Incentives . Mosner shall participate in the annual Long-Term Incentive Program (“LTIP”) for 2005, the awards for which are expected to be made at the April 2005 Compensation Committee meeting, and to be awarded the following grants: (i) non-qualified options to acquire 8,700 shares of the Company’s common stock (having an exercise price equal to the then-current market price per share), (ii) 1,800 shares of restricted common stock, and (iii) a standard grant of long-term performance award shares, in each case, subject to the standard terms and conditions of the Company’s Stock Incentive Plan and applicable award agreements for each such grant or award. The grants set forth in clauses (i) and (ii) of this Section 4(b) constitute one-third of the grants that the Committee would normally expect to grant to Mosner in the absence of his voluntary retirement.

        5.        Compensation as Consultant . As compensation for Mosner agreeing to serve as a consultant to his successor as CEO, Deluxe shall make the following payments to and distributions for the benefit of, Mosner.

                (a)        Salary . During the Transition Period, Deluxe shall pay Mosner at the rate of $500 per hour of services performed as a consultant.

                (b)        Expenses . Deluxe shall reimburse Mosner for all reasonable out-of-pocket expenses incurred by him in connection with the performance of his services as a consultant during the Transition Period within 30 days following his delivery of an accounting of those expenses to Deluxe in accordance with Deluxe’s then-current travel and business expense policy.

                (c)        Recognition of Qualified or Approved Retirement . Effective as of the Retirement Date, the Committee shall recognize Mosner’s retirement as a (i) “Qualified Retirement” for purposes of Mr. Mosner’s Restricted Stock Award Agreement dated May 4, 2004, his Performance Award Agreement dated May 4, 2004, and his Nonqualified Stock Option Agreements dated March 14, 2002, March 10, 2003 and May 4, 2004, and an “Approved Retirement” under Mr. Mosner’s Agreement for Awards Payable in Restricted Stock Units dated March 2004, and his Nonqualified Stock Option Agreements dated May 9, 2000 and January 26,



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2001, in all cases, with the Company, such recognition to include the grants of stock options, shares of restricted stock and performance share awards to be made in April 2005, as set forth in Section 4(b) hereof.

                (d)        Medical Coverage . Effective as of the Retirement Date, Mosner shall be deemed to be a “qualified retiree” under all medical plans currently available to executive officers of Deluxe. As a “qualified retiree,” Mosner and his wife would continue to be covered under all medical plans currently available to executive officers of Deluxe for the remainder of his and his wife’s lives, subject to any changes in such plans as may be made generally. Under current plan terms, costs would be shared by Mosner and Deluxe in the following proportions: until he reaches age 65, Mosner would bear 65% of the insurance premiums and Deluxe would bear 35%; at and after age 65, Mosner would bear 25% and Deluxe would bear 75%.

                (e)        Taxes and Withholding . To the extent required by the federal and applicable state income tax laws and regulations, Deluxe shall withhold and deduct from compensation during the Transition Period all required withholding and deductions.

                (f)        Interpretation . The existence of any dispute respecting the interpretation of this Agreement or the Release, or the alleged breach of this Agreement or the Release, will not nullify or otherwise affect Deluxe’s obligations to recognize Mosner’s retirement as “Qualified” or “Approved” pursuant to Sections 5(c) and 5(d) hereof.

        6.        Continued Executive Benefits .

                (a)        Prior to Retirement Date . Until the Retirement Date, Mosner shall be entitled to such medical, disability, life insurance coverage, vacation, sick leave, holiday benefits and any other benefits, in each case as are customarily made available to Deluxe’s executive officers, all in accordance with Deluxe’s benefits program in effect from time to time.

                (b)        After Retirement Date . After the Retirement Date, Mosner shall be entitled only to the benefits set forth in Section 4, Section 5(d) and the second sentence of Section 3 of this Agreement. For the avoidance of doubt, the parties acknowledge and agree that Mosner shall not continue to participate, after the Retirement Date, in any of the following plans, in each case, as amended to date, except with respect to balances of deferred accounts existing in any such plan as of the Retirement Date: (i) Amended and Restated 2000 Employee Stock Repurchase Plan, (ii) Deluxe Corporation Deferred Compensation Plan (2001 Restatement), (iii) Deluxe Corporation Executive Deferred Compensation Plan for Employee Retention and Other Eligible Arrangements, (iv) Deluxe Corporation Supplemental Benefit Plan, and (v) any executive perquisite plan of Deluxe, other than as set forth in the second sentence of Section 3 hereof.

                (c)        Death or Disability . In the event that Mosner dies prior to the Retirement Date, his heirs, representatives or his estate shall be entitled to the compensation and benefits described in Section 4(a) (using the actual days for which he acted as CEO to determine the pro-rated portion described therein), Section 4(b) and Section 5(d); provided that an authorized representative enters into the Release on behalf of such heirs, representatives or estate. In the event that Mosner becomes disabled to the degree that he cannot perform his normal duties as



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Chairman and CEO prior to the Retirement Date, then he shall be entitled to the compensation and benefits described in Sections 4(a) (using the actual days for which he acted as CEO to determine the pro-rated portion described therein), Section 4(b) and Section 5(d); provided that he enters into the Release, or his authorized representative enters into the Release on his behalf.

        7.        Release . In consideration of the promises, covenants and other valuable consideration provided by Deluxe in this Agreement, Mosner agrees that, for him to be entitled to receive the payments and other benefits described in this Agreement, he will execute the Release attached hereto as Exhibit A on the Retirement Date. Deluxe will also execute the Release on the Retirement Date.

        8.        Confidential Information . Mosner will not make any unauthorized use, publication or disclosure, either during or after the Transition Period, of any information generated or acquired by him during his employment with Deluxe or during the performance of his consulting services under this Agreement, including, but not limited to, information of a confidential or trade secret nature (“Confidential Information”). Confidential Information includes information not generally known by or available to the public about or belonging to Deluxe or belonging to other persons to whom Deluxe may have an obligation to maintain information in confidence. Authorization for disclosure of Confidential Information may be obtained only through Deluxe’s General Counsel or designee. Mosner will not disclose to Deluxe, or induce Deluxe to use, any confidential or trade secret information or material belonging to others.

        9.        Non-Competition . During the Transition Period and for a period of five consecutive years thereafter, Mosner agrees not to compete with Deluxe in accordance with the terms set forth below.

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