DELUXE CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.23
| DELUXE CORPORATION | RESTRICTED STOCK AWARD AGREEMENT |
| AWARDED TO | AWARD DATE | NUMER OF SHARES OF RESTRICTED STOCK |
MARKET PRICE ON DATE OF AWARD |
SOCIAL SECURITY NUMBER |
|---|---|---|---|---|
| 1. | The Award. Deluxe Corporation, a Minnesota corporation (“Deluxe”), hereby grants to you as of the above Award Date the above number of restricted shares of Deluxe common stock, par value $1.00 per share (the “Shares”) on the terms and conditions contained in this Restricted Stock Award Agreement (this “Agreement”) and the Deluxe Corporation 2000 Stock Incentive Plan, as amended (the “Plan”). |
| 2. | Restricted Period. The Shares are subject to the restrictions contained in this Agreement and the Plan for a period (the “Restricted Period”) commencing on the Award Date and ending on the third anniversary of the Award Date, subject to the provisions of Section 4 below. |
| 3. | Restrictions. The Shares shall be subject to the following restrictions during the Restricted Period: |
| (a) | The Shares shall be subject to forfeiture to Deluxe as provided in this Agreement and the Plan. |
| (b) | The Shares may not be sold, assigned, transferred or pledged during the Restricted Period. You may not transfer the right to receive the Shares, other than by will or the laws of descent and distribution, and any such attempted transfer shall be void. |
| (c) | The Shares will be issued in your name, either by book-entry registration or issuance of a stock certificate, which certificate will be held by Deluxe. If any certificate is issued, the certificate will bear an appropriate legend referring to the restrictions applicable to the Shares. |
| (d) | Any stock dividends or other non-cash distributions paid on the Shares during the Restricted Period shall be held by Deluxe until the end of the Restricted Period, at which time Deluxe will pay you all such dividends and other distributions, less any applicable tax withholding amounts. If the Shares are forfeited as described in Section 4 of this Agreement, then all rights to such payments shall also be forfeited. |
| 4. |
Forfeiture/Acceleration. In the event your employment is terminated prior
to the third anniversary of the Award Date, your rights to all of the Shares
shall be immediately and irrevocably forfeited, unless your termination
is by reason of (a) involuntary termination without Cause, (b) death, (c)
Disability, or (d) Qualified Retirement (as those capitalized terms are defined
in the Addendum to this Agreement). |
| 5. | Rights. Upon issuance of the Shares, you shall, subject to the restrictions of this Agreement and the Plan, have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any cash dividends and any other distributions thereon, unless and until the Shares are forfeited. Cash dividends will be paid to you at the time such dividends are paid on shares of Deluxe common stock, less any applicable tax withholding amounts, and may, at Deluxe’s discretion, be paid through its normal payroll process. |
| 6. | Income Taxes. You are liable for any federal and state income or other taxes applicable upon the grant of the Restricted Stock if you make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30 days of the date of grant, or upon the lapse of the restrictions on the Shares, and the subsequent disposition of the Shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon the lapse of the restrictions on the Shares, you shall promptly pay to Deluxe in cash, or in previously acquired shares of Deluxe common stock having a fair market value equal to the amount of, all applicable taxes required by Deluxe to be withheld or collected upon the lapse of the restrictions on the Shares. In the alternative, prior to the end of the Restricted Period, you may direct Deluxe to withhold from the Shares the number of Shares having a fair market value equal to the amount of all applicable taxes required by Deluxe to be withheld upon the lapse of the restrictions on the Shares. |
| 7. | Terms and Conditions. This Agreement does not guarantee your continued employment or alter the right of Deluxe or its affiliates to terminate your employment at any time. This Award is granted pursuant to the Plan and is subject to its terms. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. |
| DELUXE CORPORATION By ___________________________________ |
ADDENDUM TO
RESTRICTED STOCK AWARD AGREEMENT
For
the purposes hereof the terms used herein shall have the following meanings:
“Qualified
Retirement” shall mean any termination of employment that the Compensation Committee
of Deluxe’s Board of Directors approves as a qualified retirement.
“Disability”
shall mean your permanent disability as defined by the provisions of the long term
disability plan of Deluxe or any Affiliate by which you are employed at the time of such
disability. In the event that any such Affiliate does not have a long term disability plan
in effect at such time, you shall be deemed disabled for the purposes hereof if you would
have qualified for long term disability payments under Deluxe’s long term disability
plan had you then been an employee of Deluxe.
“Cause” shall mean:
| (i) | You have breached your obligations of confidentiality to Deluxe or any of its Affiliates; |
| (ii) | You have otherwise failed to perform your employment duties and do not cure such failure within thirty (30) days after receipt of written notice thereof; |
| (iii) | You commit an act, or omit to take action, in bad faith which results in material detriment to Deluxe or any of its Affiliates; |
| (iv) | You have had excessive absences unrelated to illness or vacation (“excessive” shall be defined in accordance with local employment customs); |
| (v) | You have committed fraud, misappropriation, embezzlement or other act of dishonesty in connection with Deluxe or any of its Affiliates or its or their businesses; |
| (vi) | You have been convicted or have pleaded guilty or nolo contendere to criminal misconduct constituting a felony or a gross misdemeanor, which gross misdemeanor involves a breach of ethics, moral turpitude, or immoral or other conduct reflecting adversely upon the reputation or interest of Deluxe or its Affiliates; |
| (vii) | Your use of narcotics, liquor or illicit drugs has had a detrimental effect on your performance of employment responsibilities; or |
| (viii) | You are in material default under any agreement between you and Deluxe or any of its Affiliates following any applicable notice and cure period. |
A “Change of Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:
| (I) | any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Deluxe representing 20% or more of the combined voting power of Deluxe’s then outstanding securities excluding, at the time of their original acquisition, from the calculation of securities beneficially owned by such Person, any securities acquired directly from Deluxe or its Affiliates or in connection with a transaction described in clause (a) of paragraph III below; or |
| (II) | individuals who at the Grant Date constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Deluxe) whose appointment or election by the Board or nomination for election by Deluxe’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the Grant Date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority thereof; or |
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ADDENDUM TO
RESTRICTED STOCK AWARD AGREEMENT
| (III) | there is consummated a merger or consolidation of Deluxe or any Affiliate with any other company, other than (a) a merger or consolidation which would result in the voting securities of Deluxe outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Deluxe or any Affiliate, at least 65% of the combined voting power of the voting securities of Deluxe or such surviving entity or parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of Deluxe (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly of securities of Deluxe representing 20% or more of the combined voting power of Deluxe’s then outstanding securities; or |
| (IV) | the shareholders of Deluxe approve a plan of complete liquidation of Deluxe or there is consummated an agreement for the sale or disposition by Deluxe of all or substantially all Deluxe’s assets, other than a sale or disposition by Deluxe of all or substantially all of Deluxe’s assets to an entity, at least 65% of the combined voting power of the voting securities of which are owned by shareholders of Deluxe in substantially the same proportions as their ownership of Deluxe immediately prior to such sale. |
Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions
immediately following which the record holders of the common stock of Deluxe immediately
prior to such transaction or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or substantially all of the
assets of Deluxe immediately following such transaction or series of transactions.
“Person”
shall have the meaning defined in Sections 3(a)(9) and 13(d) of the Securities Exchange
Act of 1934, as amended, except that such term shall not include (i) Deluxe or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of Deluxe or any of its Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the shareholders of Deluxe in substantially the same
proportions as their ownership of stock of Deluxe.
“Beneficial Owner” shall have the meaning defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended.
“Affiliate” shall mean a company controlled directly or indirectly by Deluxe, where
“control” shall mean the right, either directly or indirectly, to elect a
majority of the directors thereof without the consent or acquiescence of any third party.
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