Deluxe Corporation Form 10-K, 12-31-2004, Exhibit 10.22



Exhibit 10.22


	DELUXE CORPORATION 	PERFORMANCE AWARD AGREEMENT 



	 AWARDED TO	AWARD DATE 	NUMER OF PERFORMANCE
AWARD SHARES	SOCIAL SECURITY
NUMBER
	
	
	


	







     	1. 	
          The Award.   Deluxe Corporation, a Minnesota corporation
          (“Deluxe”) hereby grants to you as of the above Award Date the right
          to receive the above number of Performance Award Shares (the “Performance
          Shares”) on the terms and conditions contained in this Performance Award
          Agreement (this “Agreement”) and in the Deluxe Corporation 2000 Stock
          Incentive Plan, as amended (the “Plan”). 



          



     	2. 	
          Performance Period.    The performance period for purposes of determining
          whether the Performance Shares will be paid shall be the three-year period
          commencing on January 1 of the year in which this Award was granted (the
          “Performance Period”). 



          



     	3. 	
          Performance Goals.   The performance goals for purposes of determining
          whether the Performance Shares will be paid are set forth in the attached
          Performance Goals Schedule. 



          



     	4. 	
          Payment.   The Performance Shares shall be paid if and to the extent that
          the Threshold, Target or Maximum performance level of the performance goals is
          achieved, as set forth in the attached Performance Goals Schedule and as
          determined by the Compensation Committee of Deluxe’s Board of Directors
          (the “Committee”) in its sole discretion after the end of the
          Performance Period. 



          



     	5. 	
          Form and Timing of Payment.   Any Performance Shares payable pursuant to
          this Agreement shall be paid in shares of common stock, par value $1.00 per
          share, of Deluxe (the “Shares”), with one Share issued for each
          Performance Share earned. Payment of the Performance Shares shall be made as
          soon as practicable after the Committee determines, in its sole discretion after
          the end of the Performance Period, whether and to what extent the performance
          goals have been achieved. 



          



     	6. 	
          Dividend Equivalents.   You shall be entitled to receive a cash payment
          after the end of the Performance Period equal to the amount of cash dividends
          that would have been paid during the Performance Period on the number of Shares
          earned and paid pursuant to Section 5 of this Agreement, less any applicable tax
          withholding amounts. 



          



     	7. 	
          Restrictions on Transfer.   The Performance Shares, and the right to
          receive the Shares and any dividend equivalent payments, may not be sold,
          assigned, transferred or pledged, other than by will or the laws of descent and
          distribution, and any such attempted transfer shall be void. 



          



     	8. 	
          Forfeiture.   In the event your employment is terminated during the
          Performance Period, the Performance Shares and your rights to the Shares shall
          be immediately and irrevocably forfeited, unless your termination occurs
          on or after the one-year anniversary of commencement of the Performance Period
          and 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). 



          



	  	
In
the event your employment is terminated on or after the one-year anniversary of
commencement of the Performance Period and prior to the end of the Performance Period by
reason of involuntary termination without Cause, death, Disability or Qualified
Retirement, you or your estate shall be entitled to receive a pro-rata payout of the
Performance Shares after the end of the Performance Period to the extent that the
Threshold, Target or Maximum performance level of the performance goals is achieved, as
set forth in the attached Performance Goals Schedule and as determined by the Committee in
its sole discretion. In the event of a Change in Control (as defined in the Addendum to
this Agreement) prior to the end of the Performance Period, you shall be entitled to
receive a pro-rata payment of the Performance Shares for the portion of the Performance
Period up until the date of the Change in Control, based on an assumption that the
performance goals have been achieved at Target level, as set forth in the attached
Performance Goals Schedule, and such payment shall be made promptly following the Change
in Control. 






     	9. 	
          No Rights as Shareholder.   You shall not have any rights of a shareholder
          of Deluxe common stock unless and until the Shares are actually issued to you
          after the end of the Performance Period as provided in this Agreement. 



          



     	10. 	
          Income Taxes.   You are liable for any federal and state income or other
          taxes applicable upon the receipt of the Shares or subsequent disposition of the
          Shares, and you acknowledge that you should consult with your own tax advisor
          regarding the applicable tax consequences. Upon issuance of the Shares by
          Deluxe, 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 such
          issuance of the Shares. In the alternative, prior to the end of the Performance
          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 issuance of the Shares. 



          



     	11. 	
          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
PERFORMANCE 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
PERFORMANCE 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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