Deluxe Corporation Form 10-K, 12-31-2004, Exhibit 10.19



Exhibit 10.19


		
	DELUXE CORPORATION	DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT






	GRANTED TO	GRANT
DATE 	# OF DELUXE CORP
COMMON SHARES	OPTION PRICE
PER SHARE 	SOCIAL
SECURITY # 
	
	



__________________
EXPIRATION DATE







	




	
	






GRANT
 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.  



DURATION AND EXERCISABILITY
 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 or Death, your termination without
Cause or, subject to the limitations provided herein, upon a Change of Control.
“Qualified Retirement,” “Disability,” “Cause” and “Change of Control” are hereinafter
defined.


RETIREMENT, DISABILITY, DEATH OR
TERMINATION
 Upon your Qualified Retirement, you will have three years from the date of
your retirement to exercise this Option. If you die while serving as a Director, the
representative of your estate or your heirs will have one year from the date of your
death to exercise this Option. If your service as a Director terminates due to
Disability, you will have one year from the date of your termination to exercise this
Option. If your service as a Director is terminated without Cause by Deluxe or an
Affiliate (as hereinafter defined), you will have three months from the date of your
termination to exercise this Option. If you resign or otherwise voluntarily terminate
from service as a Director with Deluxe or an Affiliate, 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 service as a Director with Deluxe or its Affiliates is
terminated for Cause, the entire unexercised portion of this Option will be canceled as
of your last date of service.


TERMS AND CONDITIONS

This Option Agreement does not guarantee your continued service as a Director or,
 subject to the provisions of any other written agreement between you and Deluxe or its
Affiliates, alter the right of Deluxe or its Affiliates to terminate your service as a
 Director at any time. You have no rights in the shares subject to this Option until
such shares are received upon exercise of this Option. This Option is issued pursuant
 to the Deluxe Corporation 2000 Stock Incentive Plan, as amended (the “Plan”), and is
subject to its terms. In the event of any conflict between the provisions of the Plan
 and this Option Agreement, the provisions of the Plan shall prevail. Please refer to
additional terms and conditions on the attachment to this Option Agreement.



By your acceptance of this option award, you acknowledge receipt of a copy of the
 Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this
Option Agreement.  



			DELUXE CORPORATION



By
——————————————

Lawrence J. Mosner
Chairman and Chief Executive Officer 







RETAIN THIS DOCUMENT FOR YOUR RECORDS 



	NQSO DIR 2000-10	Ver. 3/04










ATTACHMENT TO
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT 



For the purposes hereof the terms used herein shall have the following meanings:






        
                “Qualified
Retirement” shall mean any voluntary or mandatory termination of service as a member
of the Board of Directors of Deluxe Corporation on or after your seventy-second (72nd)
birthday or the twelfth anniversary of your initial election to the Board, or as
otherwise mandated by the then current retirement, term limit or similar policies of the
Corporate Governance Committee of Deluxe’s Board of Directors.  



        
                “Disability”
shall mean your permanent disability as defined by the provisions of the long term
disability plan 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 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; 



          



     	(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 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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ATTACHMENT TO
DIRECTOR NON-QUALIFIED STOCK OPTION 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. 



          
        In
the event that Deluxe is a party to a transaction which is otherwise intended to qualify
for “pooling of interests” accounting treatment then (i) the Change of Control
provisions contained in this Option Agreement shall, to the extent practicable, be
interpreted so as to permit such accounting treatment, and (ii) to the extent that the
application of clause (i) of this paragraph does not preserve the availability of such
accounting treatment, then, Deluxe may modify or limit the effect of the provisions of
this Option Agreement relating to Change of Control to the extent necessary to qualify the
transaction as a “pooling transaction” and provide you with benefits as nearly
equivalent as possible to those you would have received absent such modification or
limitation, provided, however, to the extent that any of the Change of Control provisions
of this Option Agreement would disqualify the transaction as a “pooling”
transaction and cannot otherwise be modified or limited, such provisions shall be null and
void as of the date hereof. All determinations under this paragraph shall be made by the
accounting firm whose opinion with respect to “pooling of interests” is required
as a condition to the consummation of such transaction. 



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