Deluxe Corporation Form 10-K, 12-31-2004, Exhibit 10.23



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).

In
the event your employment is terminated by reason of death, Disability or Qualified
Retirement prior to the third anniversary of the Award Date, the restrictions with respect
to all of the Shares shall lapse and the Shares shall become non-forfeitable and
transferable as of the date of such termination. In the event your employment is
terminated during the Restricted Period by reason of involuntary termination without
Cause, a pro-rata portion of the Shares shall vest and become non-forfeitable and
transferable as of the date of such termination. In the event of a Change in Control (as
defined in the Addendum to this Agreement) during the Restricted Period, a pro-rata
portion of the Shares shall vest and become non-forfeitable and transferable as of the
date of the Change in Control.



          



     	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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