Deluxe Corporation Form 10-K, 12-31-2004, Exhibit 10.21



Exhibit 10.21



	DELUXE CORPORATION	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 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 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 your employment 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 employment 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 employment. 



TERMS AND CONDITIONS

This Option
Agreement does not guarantee your continued employment 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 employment 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 /s/ Lawrence J. Mosner

Lawrence J. Mosner
Chairman and Chief Executive Officer  







RETAIN THIS DOCUMENT FOR YOUR RECORDS 



	NQSO 2000-06	Ver. 3/04













ATTACHMENT TO

NON-QUALIFIED STOCK OPTION AGREEMENT 



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



“Qualified Retirement” shall mean
any voluntary termination of employment on or after the date on which the sum of your age
and years of employment with Deluxe and/or its Affiliates equals at least seventy-five
(75), provided you have at least twenty (20) years of employment with Deluxe and/or its
Affiliates, or any other termination of employment that the Compensation Committee of
Deluxe’s Board of Directors shall determine qualifies 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 






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ATTACHMENT TO

NON-QUALIFIED STOCK OPTION AGREEMENT 




	  	(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 






	  	(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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