Exhibit 10.21 to Deluxe Corporation Form 8-K dated March 7, 2005




Exhibit 10.1 



TRANSITION AGREEMENT 



        This
Transition Agreement (“Agreement”) is entered into as of March 7, 2005, by and
between Deluxe Corporation, a Minnesota corporation (“Deluxe”), and Lawrence J.
Mosner (“Mosner”), an individual residing in the State of Minnesota. 



        WHEREAS,
Mosner has served as the Chairman and Chief Executive Officer (“CEO”) of Deluxe
since December 2000, and has been a member of the Board of Directors of Deluxe (the
“Board”) since August 1999; 



        WHEREAS,
Mosner has announced his intention voluntarily to retire from his officer and director
positions with Deluxe upon the election by the Board of Mosner’s successor as CEO of
Deluxe; 



        WHEREAS,
the Board wants to recognize Mosner’s many years of loyal service to Deluxe and to
provide for the smooth transition of the CEO position; 



        WHEREAS,
the parties desire to set forth all matters regarding Mosner’s retirement as CEO,
resignation from the Board and his service as a consultant to the new CEO; and 



        WHEREAS,
the Board believes it is in the best interests of Deluxe’s shareholders to enter into
this Agreement. 



        NOW
THEREFORE, in consideration of the premises and the covenants herein, the sufficiency of
which is hereby acknowledged, Mosner and Deluxe agree as follows: 



        1.       Retirement
as CEO. Effective on the earlier of: (i) December 31, 2005,           and (ii) the
date on which his successor as CEO is elected by the Board (the           “Retirement
Date”), Mosner shall retire as Deluxe’s CEO, from all           other officer
positions he currently holds with Deluxe and its affiliates and           from all
director positions he holds with Deluxe and its affiliates. Effective           upon the
Retirement Date, the Severance Agreement, effective March 1, 2001,           between
Deluxe and Mosner (the “Severance Agreement”), and the           Executive
Retention Agreement dated December 18, 2000, between Deluxe and Mosner           (the “Retention Agreement”), shall each terminate and be of no further force           or
effect.  



        2.       Consulting
Regarding Transition of CEO Duties. After the Retirement Date           and for a
period not to exceed six months (the “Transition Period”) at           the
option of the Board, Mosner shall assist the new CEO in the transition of           his
duties as CEO in a diligent and business-like manner as and when reasonably
          requested by the new CEO, pursuant to the terms and conditions set forth below:  



                (a)       Duration.
Such assistance shall be limited to no more than eight hours           per week of
consultations by Mosner, which may be performed from any location           that is
mutually acceptable to Mosner and the new CEO.  










 










                (b)       Duties.
Such assistance may include, in each case, only at the direction           and request of
Deluxe’s new CEO: (i) representing Deluxe with key industry,           civic and
philanthropic constituents, (ii) assisting Deluxe’s new CEO in           maintaining
and developing business relationships with key strategic partners,           (iii)
regularly meeting with the new CEO to review progress toward the           refinement and
execution of Deluxe’s strategy, and (iv) assisting the new           CEO in the
recognition and motivation of employees in pursuing Deluxe’s           strategy.  



                (c)       Reporting
Relationship. During the Transition Period, Mosner shall report           to Deluxe’s
new CEO.  



                (d)       Manner
of Performance. During the Transition Period, Mosner shall perform           all
services and duties that reasonably may be required of him pursuant to the
          terms hereof, to the reasonable satisfaction of Deluxe. Mosner shall not take
          any action that would be adverse to Deluxe’s business interests or that
may           subject Mosner, Deluxe or any of its affiliates to civil or criminal
liability.           In performing services hereunder, Mosner agrees to comply in full
with all           applicable laws, ethical standards, rules and regulations, and with
          Deluxe’s conflict of interest policies. Mosner represents that, on the
date           of this Agreement, he does not have any interest in any entity that would
          violate Deluxe’s conflict of interest policies or materially interfere in
          any manner with the performance of services under this Agreement. Subject to
the           restrictive covenants contained in this Agreement, including the
non-disclosure           and non-compete covenants, Mosner may engage in activities on
his own behalf or           on behalf of entities other than Deluxe and its affiliates,
and may allocate his           time between his obligations under this Agreement and such
other activities in           any manner Mosner deems appropriate, so long as Mosner’s
obligations under           this Agreement are satisfied. Mosner will have the sole right
to supervise,           manage, control and direct the performance of the details
incident to           Mosner’s duties described in this Agreement.  



                (e)       Independent
Contractor Status. Deluxe is retaining Mosner in the capacity           of an
independent contractor and not as an employee or agent of Deluxe or any of           its
affiliates. Mosner shall not be authorized at any time to execute any
          transaction on behalf of Deluxe or any of its affiliates. Nothing in this
          Agreement shall create, or shall be construed as creating, any form of
          partnership, joint venture, employer-employee relationship, or other
affiliation           that would permit Mosner to bind Deluxe or any of its affiliates
with respect to           any matter or would cause Deluxe or any of its affiliates to be
liable for any           action of Mosner. Neither Deluxe nor Mosner will represent to
any third party           that Mosner’s engagement by Deluxe hereunder is in any
capacity other than           as an independent contractor. Except as provided in Section
5 of this Agreement,           Deluxe shall not be obligated to maintain any insurance
for Mosner, including,           but not limited to, medical, dental, life or disability
insurance. Except as           required by law, Mosner will not be eligible to
participate in any employee           benefit plan or program of Deluxe. To the extent
Mosner employs others in           providing services under this Agreement, Mosner agrees
to comply with all           applicable workers’ compensation laws and to provide
satisfactory evidence           of such compliance to Deluxe on request.  



        3.       Compensation
Until the Retirement Date. Mosner shall continue to receive           his current
salary, bonus payable for 2004 performance and other compensation to           which he
is entitled in his current position with Deluxe to the Retirement Date.           Mr.
Mosner shall continue to receive the standard executive officer benefit of
          Company-paid reimbursements for financial and  










2









tax planning for 2005, in an
          aggregate amount not to exceed $16,000 for such year. On the Retirement Date,
          all compensation related to Mosner’s employment with Deluxe under all other
          agreements and arrangements, including all perquisite programs, shall cease,
and           no further compensation shall be due from or paid by Deluxe to Mosner,
except as           contemplated in this Agreement or as otherwise required by law.  



        4.       2005
Compensation Determinations. The Compensation Committee of the Board           (the
“Committee”) shall authorize the following compensation for           Mosner
for services as CEO during 2005:  



                (a)       Annual
Bonus. Mosner shall participate in the Annual Incentive Plan for           2005, and
shall be entitled to be paid a pro-rated portion of the bonus that he           would
otherwise receive thereunder for the portion of the calendar year 2005 for
          which he served as CEO; provided that, Mosner shall not be eligible to
          defer any portion of this bonus into restricted stock units as set forth in
such           plan. Such bonus payout shall be made in February 2006, at the same time
as           payments under such plan are usually made.  



                (b)       Long-Term
Incentives. Mosner shall participate in the annual Long-Term           Incentive
Program (“LTIP”) for 2005, the awards for which are expected           to be
made at the April 2005 Compensation Committee meeting, and to be awarded           the
following grants: (i) non-qualified options to acquire 8,700 shares of the
          Company’s common stock (having an exercise price equal to the then-current
          market price per share), (ii) 1,800 shares of restricted common stock, and
(iii)           a standard grant of long-term performance award shares, in each case,
subject to           the standard terms and conditions of the Company’s Stock
Incentive Plan and           applicable award agreements for each such grant or award.
The grants set forth           in clauses (i) and (ii) of this Section 4(b) constitute
one-third of the grants           that the Committee would normally expect to grant to
Mosner in the absence of           his voluntary retirement.  



        5.       Compensation
as Consultant. As compensation for Mosner agreeing to serve           as a consultant
to his successor as CEO, Deluxe shall make the following           payments to and
distributions for the benefit of, Mosner.  



                (a)       Salary.
During the Transition Period, Deluxe shall pay Mosner at the rate           of $500 per
hour of services performed as a consultant.  



                (b)       Expenses.
Deluxe shall reimburse Mosner for all reasonable out-of-pocket           expenses
incurred by him in connection with the performance of his services as a
          consultant during the Transition Period within 30 days following his delivery
of           an accounting of those expenses to Deluxe in accordance with Deluxe’s
          then-current travel and business expense policy.  



                (c)       Recognition
of Qualified or Approved Retirement. Effective as of the           Retirement Date,
the Committee shall recognize Mosner’s retirement as a (i)           “Qualified
Retirement” for purposes of Mr. Mosner’s Restricted           Stock Award
Agreement dated May 4, 2004, his Performance Award Agreement dated           May 4, 2004,
and his Nonqualified Stock Option Agreements dated March 14, 2002,           March 10,
2003 and May 4, 2004, and an “Approved Retirement” under Mr.           Mosner’s
Agreement for Awards Payable in Restricted Stock Units dated           March 2004, and
his Nonqualified Stock Option Agreements dated May 9, 2000 and           January 26,  










3









2001, in all cases, with the
Company, such recognition to include           the grants of stock options, shares of
restricted stock and performance share           awards to be made in April 2005, as set
forth in Section 4(b) hereof.  



                (d)       Medical
Coverage. Effective as of the Retirement Date, Mosner shall be           deemed to be
a “qualified retiree” under all medical plans currently           available to
executive officers of Deluxe. As a “qualified retiree,”          Mosner and his
wife would continue to be covered under all medical plans           currently available
to executive officers of Deluxe for the remainder of his and           his wife’s
lives, subject to any changes in such plans as may be made           generally. Under
current plan terms, costs would be shared by Mosner and Deluxe           in the following
proportions: until he reaches age 65, Mosner would bear 65% of           the insurance
premiums and Deluxe would bear 35%; at and after age 65, Mosner           would bear 25%
and Deluxe would bear 75%.  



                (e)       Taxes
and Withholding. To the extent required by the federal and           applicable state
income tax laws and regulations, Deluxe shall withhold and           deduct from
compensation during the Transition Period all required withholding           and
deductions.  



                (f)       Interpretation.
The existence of any dispute respecting the           interpretation of this Agreement or
the Release, or the alleged breach of this           Agreement or the Release, will not
nullify or otherwise affect Deluxe’s           obligations to recognize Mosner’s
retirement as “Qualified” or           “Approved” pursuant to
Sections 5(c) and 5(d) hereof.  



        6.       Continued
Executive Benefits.  



                (a)       Prior
to Retirement Date. Until the Retirement Date, Mosner shall be           entitled to
such medical, disability, life insurance coverage, vacation, sick           leave,
holiday benefits and any other benefits, in each case as are customarily           made
available to Deluxe’s executive officers, all in accordance with           Deluxe’s
benefits program in effect from time to time.  



                (b)       After
Retirement Date. After the Retirement Date, Mosner shall be           entitled only
to the benefits set forth in Section 4, Section 5(d) and the           second sentence of
Section 3 of this Agreement. For the avoidance of doubt, the           parties
acknowledge and agree that Mosner shall not continue to participate,           after the
Retirement Date, in any of the following plans, in each case, as           amended to
date, except with respect to balances of deferred accounts existing           in any such
plan as of the Retirement Date: (i) Amended and Restated 2000           Employee Stock
Repurchase Plan, (ii) Deluxe Corporation Deferred Compensation           Plan (2001
Restatement), (iii) Deluxe Corporation Executive Deferred           Compensation Plan for
Employee Retention and Other Eligible Arrangements, (iv)           Deluxe Corporation
Supplemental Benefit Plan, and (v) any executive perquisite           plan of Deluxe,
other than as set forth in the second sentence of Section 3           hereof.  



                (c)       Death
or Disability. In the event that Mosner dies prior to the           Retirement Date,
his heirs, representatives or his estate shall be entitled to           the compensation
and benefits described in Section 4(a) (using the actual days           for which he
acted as CEO to determine the pro-rated portion described therein),           Section
4(b) and Section 5(d); provided that an authorized representative           enters
into the Release on behalf of such heirs, representatives or estate. In           the
event that Mosner becomes disabled to the degree that he cannot perform his
          normal duties as  










4









Chairman and CEO prior to the
Retirement Date, then he shall be           entitled to the compensation and benefits
described in Sections 4(a) (using the           actual days for which he acted as CEO to
determine the pro-rated portion           described therein), Section 4(b) and Section
5(d); provided that he           enters into the Release, or his authorized
representative enters into the           Release on his behalf.  



        7.       Release.
In consideration of the promises, covenants and other valuable           consideration
provided by Deluxe in this Agreement, Mosner agrees that, for him           to be
entitled to receive the payments and other benefits described in this
          Agreement, he will execute the Release attached hereto as Exhibit A on the
          Retirement Date. Deluxe will also execute the Release on the Retirement Date.  



        8.       Confidential
Information. Mosner will not make any unauthorized use,           publication or
disclosure, either during or after the Transition Period, of any           information
generated or acquired by him during his employment with Deluxe or           during the
performance of his consulting services under this Agreement,           including, but not
limited to, information of a confidential or trade secret           nature (“Confidential
Information”). Confidential Information includes           information not generally
known by or available to the public about or belonging           to Deluxe or belonging
to other persons to whom Deluxe may have an obligation to           maintain information
in confidence. Authorization for disclosure of Confidential           Information may be
obtained only through Deluxe’s General Counsel or           designee. Mosner will
not disclose to Deluxe, or induce Deluxe to use, any           confidential or trade
secret information or material belonging to others.  



        9.       Non-Competition.
During the Transition Period and for a period of five           consecutive years
thereafter, Mosner agrees not to compete with Deluxe in           accordance with the
terms set forth below.  



                (a)                 As
an inducement for Deluxe to enter into the Agreement, during the Transition
          Period and for a period of five years from the end of the Transition Period,
          Mosner will not, directly or indirectly, engage in, acquire, own or hold a
          business anywhere in the United States that competes with the business of
Deluxe           or any subsidiary of Deluxe as conducted prior to the completion of the
          Transition Period (the “Deluxe Restricted Business”), including as a
          proprietor, principal, agent, partner, officer, director, stockholder,
employee,           member of any association, consultant or otherwise.  



                (b)                 The
restrictions set forth in Section 9(a) shall not prohibit the ownership by
          Mosner of up to two percent of the issued and outstanding capital stock of a
          publicly held entity carrying on a Deluxe Restricted Business, so long as
Mosner           does not participate in the control or take an active part in the
management or           direction thereof and does not in any way render services
thereto.  



                (c)                 During
the Transition Period and for a period of five years from the end of the
          Transition Period, except as otherwise agreed to in writing by Deluxe, Mosner
          agrees not to, and shall not cause or permit any of his affiliates to, directly
          or indirectly, (i) solicit for employment, induce or attempt to induce the
          termination of employment of any employee of Deluxe or any of its subsidiaries,
          or materially interfere with the employment relationship between Deluxe or any
          of its subsidiaries and any employee thereof or (ii) induce or attempt to  









5










induce any customer or supplier of
Deluxe to cease doing business with Deluxe,           or materially interfere with the
business relationship between Deluxe and any           customer or supplier thereof. As
used herein, “affiliate” of a person           or entity shall mean any other
person or entity which controls, is controlled           by, or is under common control
with, the initial person or entity.  



                (d)                 The
parties intend that each of the covenants contained in this Section 9
          shall be construed as a series of separate covenants, one for each state of the
          United States and each county of each state of the United States. Except for
          geographic coverage, each such separate covenant shall be deemed identical in
          terms to the covenant contained in the preceding subsections of this
          Section 9. If, in any judicial proceeding, a court shall refuse to enforce
          any of the separate covenants (or any part thereof) deemed included in those
          subsections, then such unenforceable covenant (or such part) shall be deemed
          eliminated from this Agreement for the purpose of those proceedings to the
          extent necessary to permit the remaining separate covenants (or portions
          thereof) to be enforced. In the event that the provisions of this Section 9
          should ever be deemed to exceed the time or geographic limitations, or the
scope           of this covenant, permitted by applicable law, then such provisions shall
be           reformed to the maximum time or geographic limitations, as the case may be,
          permitted by applicable laws. The unenforceability of any covenant in this
          Section 9 shall not preclude the enforcement of any other of said
covenants           or provisions or of any other obligation of Mosner or Deluxe
hereunder, and the           existence of any claim or cause of action of Mosner or
Deluxe against the other,           whether predicated on the Agreement or otherwise,
shall not constitute a defense           to the enforcement by Deluxe of any of said
covenants.  



                (e)                 It
is understood and agreed that damages may be an inadequate remedy in the           event
of a breach or intended or threatened breach by Mosner of any of his           covenants
in this Section 9, and that any such breach may cause Deluxe           irreparable
injury and damage. Accordingly, Mosner agrees that Deluxe shall be           entitled,
without waiving any additional rights or remedies otherwise available           to
Deluxe, to injunctive and other such equitable relief in the event of a           breach
or intended or threatened breach of any of said covenants by Mosner.  



        10.       Return
of Property. Before the end of the Transition Period, Mosner shall           return
all equipment and property in his possession that belongs to Deluxe,           including
all files and programs stored electronically or otherwise that relate           or refer
to Deluxe, and all original and copies of documents, notes, memoranda           or any
other written materials that relate or refer to Deluxe, including           material that
constitutes Confidential Information, other than information or           documents
relating to Mosner’s Deluxe compensation or benefit plans or           programs in
which he participates or participated.  



        11.       Non-Disparagement.
Mosner agrees that he will not, and will use his           reasonable efforts not to
allow anyone acting on his behalf or at his direction           at any time to,
criticize, defame or disparage Deluxe or the Released Parties,           their plans, or
their actions to any third party, either orally or in writing.           Deluxe agrees
that it will not, and it will use its reasonable efforts to cause           the Released
Parties to not, criticize, defame or disparage Mosner, his plans,           or his
actions to any third party, either orally or in writing. The provisions           of this
Section 13 shall not apply to any truthful statement(s) required to be           made by
Mosner, by any Released Party 










6











or by any representative of Mosner
or a           Released Party in any legal proceeding or governmental (including all
agencies           thereof) or regulatory filing, investigation or proceeding.  



        12.       Deluxe’s
Default in Payment. Should Deluxe default in timely payment           on the due date
of any payment or amount due under this Agreement, Mosner shall           give written
notice of such default to the person specified in or pursuant to           this Agreement
to receive notice on behalf of Deluxe. Deluxe shall have ten           calendar days
after the receipt of such a notice of default to cure any payment           default.  



        13.       Breach
of this Agreement. If a court of competent jurisdiction determines           that
either party has breached or failed to perform any part of this Agreement,           the
parties agree that the non-breaching party shall be entitled to injunctive
          relief to enforce this Agreement and that the breaching party shall be
          responsible for paying the non-breaching party’s costs and attorneys’          fees
incurred in enforcing this Agreement.  



        14.       Severability.
If any provision of this Agreement is held by a court of           competent jurisdiction
to be invalid, void or unenforceable, the remaining           provisions shall
nevertheless continue in full force and effect.  



        15.       Ambiguities
in this Agreement. The parties acknowledge that this           Agreement has been
drafted, prepared, negotiated and agreed to jointly, with           advice of each party’s
respective counsel, and to the extent that any           ambiguity should appear, now or
at any time in the future, latent or apparent,           such ambiguity shall not be
resolved or construed against either party.  



        16.       Notices.
All notices and other communications hereunder shall be in           writing. Any notice
or other communication hereunder shall be deemed duly given           if it is sent by
registered or certified mail, return receipt requested, postage           prepaid, and
addressed to the intended recipient as set forth:  



        If
to Mosner: To his current residence address maintained in Deluxe's records.  




        If
to Deluxe: 



		Deluxe Corporation

3680 Victoria Street North

Shoreview, MN  55126-2966

Attention:  General Counsel and

    Senior Vice President, Human Resources 







Any party may send any notice or
other communication hereunder to the intended recipient at the address set forth using any
other means (including personal delivery, expedited courier, messenger services,
facsimile, ordinary mail or electronic mail), but no such notice or other 






7










communication shall be deemed to have
been duly given unless and until it is actually received by the intended recipient. Any
party may change the address to which notices and other communications hereunder are to be
delivered by giving the other Party notice in the manner set forth herein. 



        17.       Counterpart
Agreements. This Agreement may be executed in multiple           counterparts,
whether or not all signatories appear on these counterparts, and           each
counterpart shall be deemed an original for all purposes.  



        18.       Choice
of Law. This Agreement shall be deemed performable by all parties           in, and
venue shall be in the state or federal courts located in, Ramsey County,
          Minnesota, and the construction and enforcement of this Agreement shall be
          governed by Minnesota law without regard to its conflict of laws rules.  



        19.       No
Assignment of Claims. Mosner shall not assign or delegate any of his           rights
or obligations under this Agreement without the prior written consent of
          Deluxe, and any attempted assignment without Deluxe’s consent shall be
void           ab initio. Deluxe may assign this Agreement to any successor of Deluxe or
any           purchaser of all or substantially all of the assets of Deluxe.  



        20.       Entire
Agreement. This Agreement, the Release, any stock option           agreements, any
restricted stock agreements, any performance share awards, and           any employee
benefit plans or programs sponsored by Deluxe in which Mosner is a           participant,
set forth the entire agreement between the parties, and any and all           prior
agreements, understandings, or representations between the parties           pertaining
to the subject matter of this Agreement are superceded; provided,           however,
that the Severance Agreement and the Retention Agreement continue           in full
force and effect until terminated in accordance with Section 1 hereof.  



        21.       Binding
Effect of Agreement. This Agreement shall be binding upon Mosner,           Deluxe
and their heirs, administrators, representatives, executors, successors           and
permitted assigns.  



        22.       Authority.
The undersigned director of Deluxe represents and warrants           that he has
authority to enter into this Agreement on behalf of Deluxe.  








[Signature Page to
Follow] 






8











        The
parties have duly executed this Agreement as of the date first written above. 






	 	DELUXE CORPORATION
	 
	 
	 	/s/ Robert C. Salipante
	 	

	 	By: Robert C. Salipante

Title: Director and Chair of the
          Compensation Committee
	 
	 
	 	/s/ Lawrence J. Mosner
	 	

	 	Lawrence J. Mosner



















9












EXHIBIT A



RELEASE 



        This
Release (“Release”) is entered into as of __________, 2005, by and between
Deluxe Corporation, a Minnesota corporation (“Deluxe”), and Lawrence J. Mosner
(“Mosner”), an individual residing in the State of Minnesota. 



        WHEREAS,
this Release is executed pursuant to Section 11 of the Transition Agreement dated as of
March __, 2005, by and between Deluxe and Mosner (the “Transition Agreement”). 



        1.       Mosner’s Release.
In consideration of the promises, covenants and           other valuable consideration
provided by Deluxe in the Transition Agreement and           in this Release, Mosner
hereby unconditionally releases and discharges Deluxe           and its affiliates, and
their current and former employees, officers, agents,           directors, and
shareholders (collectively referred to as “Released           Parties”) from
any and all claims, causes of action, losses, obligations,           liabilities,
damages, judgments, costs, expenses (including attorneys’          fees) of any
nature whatsoever, known or unknown, contingent or non-contingent
          (collectively, “Claims”), that Mosner had or has as of the date of
          this Release arising (i) out of Mosner’s hiring, employment, or retirement
          with Deluxe and (ii) under any federal or state law, including, but not limited
          to, the Age Discrimination in Employment Act of 1967, 42 U.S.C. §§          1981-1988,
Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the           Employee
Retirement Income Security Act of 1974, the Consolidated Omnibus Budget
          Reconciliation Act of 1986, the National Labor Relations Act, the Occupational
          Safety and Health Act, the Fair Labor Standards Act, the Family and Medical
          Leave Act of 1993, the Workers Adjustment and Retraining Notification Act, the
          Americans with Disabilities Act of 1990, the Minnesota Labor Code, the
Minnesota           Human Rights Act, and any provision of the state or federal
Constitutions or           Minnesota common law. This Release includes but is not limited
to any claims           Mosner may have for salary, wages, severance pay, vacation pay,
sick pay,           bonuses, benefits, pension, stock options, overtime, and any other
compensation           or benefit of any nature. This release also includes but is not
limited to all           common law claims including but not limited to claims for
wrongful discharge,           breach of express or implied contract, implied covenant of
good faith and fair           dealing, intentional or negligent infliction of emotional
distress, violation of           public policy, defamation, conspiracy, invasion of
privacy, and/or tortious           interference with current or prospective business
relationships. Furthermore,           Mosner relinquishes any right to re-employment with
Deluxe or the Released           Parties. Mosner also relinquishes any right to further
payment or benefits under           any employment agreement, benefit plan or severance
arrangement maintained or           previously or subsequently maintained by Deluxe or
any of the Released Parties           or any of its respective predecessors or
successors, except that he does not           release any rights he has under the
Transition Agreement. Mosner also does not           release his right to enforce the
terms of this Release or the Transition           Agreement or his right to
indemnification and advancement of expenses under any           agreement he has entered
into with Deluxe, under Deluxe’s charter or           by-laws or under any insurance
policy maintained by Deluxe that is applicable to           its current or former
directors and officers, or under any applicable law           relating to officers,
directors or employees.  





 









        2.       Deluxe’s
Release. Deluxe on its own behalf and on behalf of its           corporate affiliates
hereby unconditionally releases and discharges Mosner from           any and all Claims
that they had or have as of the date of this Release, except           to the extent that
such Claims arise from intentional wrongdoing or any           violations of law by
Mosner. However, Deluxe does not release its right to           enforce the terms of this
Release or the Transition Agreement.  



        3.       No
Claims Against Released Parties. Mosner warrants and represents that,           to
the full extent permitted by law, he will not bring against Deluxe or any of
          the Released Parties any claim or lawsuit seeking monetary damages that is
          related to any matters released by Mosner under Section 1 of this Release.
          Mosner agrees that if he brings or asserts any such action or lawsuit, he shall
          pay all costs and expenses, including reasonable attorneys’ fees, incurred
          by Deluxe or the Released Parties in dismissing or defending the action or
          lawsuit. Nothing in this provision, however, shall be interpreted to prevent
          Mosner from bringing a claim or lawsuit to enforce the terms of this Release or
          the Transition Agreement. This Section 3 shall not apply to any claims Mosner
          may have asserting rights under the Older Worker Benefit Protection Act.  



        4.       Rescission.
Mosner has been informed of his right to revoke this Release           insofar as it
extends to potential claims under the Age Discrimination in           Employment Act by
informing Deluxe of his intent to revoke this Agreement within           seven (7)
calendar days following the Execution Date. Mosner has likewise been           informed
of his right to rescind this Release insofar as it relates to potential           claims
under the Minnesota Human Rights Act by written notice to Deluxe within           fifteen
(15) calendar days following the Execution Date. Mosner has further been
          informed and understands that any such rescission must be in writing and
          hand-delivered to Deluxe or, if sent by mail, postmarked within the applicable
          time period, sent by certified mail, return receipt requested, and addressed as
          follows:  



		Luann Widener

Senior Vice President, Human Resources

Deluxe Corporation

3680 Victoria Street North

Shoreview, MN 55126-2966 





Mosner and Deluxe agree that if
Mosner exercises this right of rescission, this Release shall be null and void and Mosner
shall return to Deluxe any consideration paid or benefit provided pursuant to the
Transition Agreement or this Release contemporaneously with the delivery of rescission
notice. Mosner specifically understands and agrees that any attempt by him to revoke this
Release after the specified period for rescission has expired is, or will be, ineffective. 



        5.       No
Claims Against Mosner. Deluxe warrants and represents that it will not
          bring any claim or lawsuit against Mosner related to any matters released by
          Deluxe under Section 2 of this Release. Deluxe agrees that if it brings or
          asserts any such action or lawsuit, it shall pay all costs and expenses,
          including reasonable attorneys’ fees, incurred by Mosner in dismissing or
          defending the action or lawsuit. Nothing in this provision, however, shall be
          interpreted to prevent Deluxe from bringing a claim or lawsuit to enforce the
          terms of this Release or the Transition Agreement.  





2









        6.       Breach
of this Release. If a court of competent jurisdiction determines           that
either party has breached or failed to perform any part of this Release,           the
parties agree that the non-breaching party shall be entitled to injunctive
          relief to enforce this Release and that the breaching party shall be
responsible           for paying the non-breaching party’s costs and attorneys’ fees
          incurred in enforcing this Release.  



        7.       Severability.
If any provision of this Release is held by a court of           competent jurisdiction
to be invalid, void or unenforceable, the remaining           provisions shall
nevertheless continue in full force and effect.  



        8.       Ambiguities
in this Release. The parties acknowledge that this Release           has been
drafted, prepared, negotiated and agreed to jointly, with advice of           each party’s
respective counsel, and to the extent that any ambiguity           should appear, now or
at any time in the future, latent or apparent, such           ambiguity shall not be
resolved or construed against either party.  



        9.       Opportunity
to Review. Mosner has read this Release and agrees to the           conditions and
obligations set forth. Further, Mosner agrees that he has had           adequate time to
consider the terms of this Release, that he is voluntarily           entering into this
Release with full understanding of its meaning, and that he           has in fact
consulted with his attorneys for advice in connection with this           Release.  



        10.       Notices.
All notices and other communications hereunder will be in           writing. Any notice
or other communication hereunder shall be deemed duly given           if it is sent by
registered or certified mail, return receipt requested, postage           prepaid, and
addressed to the intended recipient as set forth:  



        If
to Mosner: To his current residence address maintained in Deluxe’s records.  



        If
to Deluxe: 



		Deluxe Corporation

3680 Victoria Street North

Shoreview, MN 55126-2966

Attention: General Counsel, and

   Senior Vice President, Human Resources 





Any party may send any notice or
other communication hereunder to the intended recipient at the address set forth using any
other means (including personal delivery, expedited courier, messenger services,
facsimile, ordinary mail or electronic mail), but no such notice or other communication
shall be deemed to have been duly given unless and until it is actually received by the
intended recipient. Any party may change the address to which notices and other
communications hereunder are to be delivered by giving the other Party notice in the
manner set forth herein. 





3









        11.       Counterpart
Agreements. This Release may be executed in multiple           counterparts, whether
or not all signatories appear on these counterparts, and           each counterpart shall
be deemed an original for all purposes.  



        12.       Choice
of Law. This Release shall be deemed performable by all parties           in, and
venue shall be in the state or federal courts located in, Ramsey County,
          Minnesota, and the construction and enforcement of this Release shall be
          governed by Minnesota law without regard to its conflict of laws rules.  



        13.       No
Assignment of Claims. Mosner represents and warrants that he has not
          transferred or assigned to any person or entity any Claim involving Deluxe or
          the Released Parties or any portion thereof or interest therein. Deluxe
          represents and warrants on its own behalf and on behalf of its corporate
          affiliates that they have not transferred or assigned to any person or entity
          any Claim involving Mosner or any portion thereof or interest therein.  



        14.       Authority.
The undersigned officer *[director] of Deluxe represents and           warrants that he
has authority to enter into this Release on behalf of Deluxe           and its
affiliates.  



        15.       Binding
Effect of Release. This Release shall be binding upon Mosner,           Deluxe and
their heirs, administrators, representatives, executors, successors           and
permitted assigns.  



        16.       Time
to Sign and Return Release. Mosner acknowledges and agrees that he           first
received the original of this Release on or before ________, 2005. Mosner           also
understands and agrees that he has been given at least 21 calendar days           from
the date he first received this Release to obtain the advice and counsel of           the
legal representative of his choice and to decide whether to sign it. Mosner
          acknowledges that he has been advised and has sought the advice of his own
          counsel. No payments or benefits pursuant to the Transition Agreement shall
          become due until Mosner has executed this Release. Mosner represents and agrees
          that he has thoroughly discussed all aspects and effects of this Release with
          his attorney, that he has had a reasonable time to review this Release, that he
          fully understands all the provisions of this Release and that he is voluntarily
          entering into this Release. BY SIGNING THIS RELEASE, MOSNER ACKNOWLEDGES THAT
HE           HAS CAREFULLY READ THIS RELEASE, THAT HE UNDERSTANDS ALL OF ITS TERMS, AND
THAT           HE IS ENTERING INTO IT VOLUNTARILY. HE FURTHER ACKNOWLEDGES THAT HE IS
AWARE OF           HIS RIGHTS TO REVIEW AND CONSIDER THIS RELEASE FOR 21 DAYS AND TO
CONSULT WITH           AN ATTORNEY ABOUT IT, AND STATES THAT BEFORE SIGNING THIS RELEASE,
HE HAS           EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT HE DESIRED. HE ALSO
ACKNOWLEDGES           THAT HE WILL BE RECEIVING BENEFITS THAT HE WOULD NOT OTHERWISE BE
ENTITLED TO           RECEIVE EXCEPT BY VIRTUE OF HIS ENTERING INTO THIS RELEASE.  











[Signature Page to
Follow] 





4










        The
parties have duly executed this Release as of the date first written above. 





	 	DELUXE CORPORATION
	 
	 
	 	By:
	 	

	 
	 	Title:
	 	

	 
	 
	 	LAWRENCE J. MOSNER
	 
	 
	 
	 	




















5