Exhibit 10.1


 


	DELUXE	 	RESTRICTED STOCK UNIT
	CORPORATION	 	AWARD AGREEMENT
	 	 	(Inducement Grant) (US)




 


	AWARDED TO	 	AWARD DATE	 	TOTAL NUMBER OF

                                                                                RESTRICTED STOCK

                                                                                UNITS

	Yogaraj Jayaprakasam	 	May 13, 2022	 	44,409



 


		1.	The Award. Deluxe Corporation, a Minnesota corporation (“Deluxe“),
                                            hereby grants to you as of the above Award Date the above number of restricted stock units
                                            (“Units”) on the terms and conditions contained in this Restricted Stock Unit
                                            Award Agreement (including the Addendum attached hereto, the “Agreement”). This
                                            grant is being made outside of Deluxe’s 2022 Stock Incentive Plan (the “Plan”)
                                            as an employment inducement award under Rule 303.08 of the New York Stock Exchange Listing
                                            Manual. However, for convenience, the award and the shares issuable hereunder are hereby
                                            made subject generally to the same terms and conditions of the Plan by reference to the Plan
                                            throughout this Agreement, except that the underlying award shares are not being issued under
                                            the Plan and thus do not count against the Plan share reserve. Accordingly, any capitalized
                                            term used but not defined in this Agreement shall have the meaning given to the term in the
                                            Plan as it currently exists or may hereafter be amended. Furthermore, although the underlying
                                            award shares do not count against the Plan reserve, the terms of the award will otherwise
                                            be governed by both this Agreement and the terms of the Plan, including (but not limited
                                            to) the Plan’s provisions for administration, adjustment for corporate transactions
                                            and other permitted amendments. n. Deluxe hereby confirms the grant to you, as of the Award
                                            Date and subject to the terms and conditions in this Agreement and the Plan, of the number
                                            of Restricted Stock Units specified above (the “Units”). Each Unit represents
                                            the right to receive one share of Deluxe’s common stock par value $1.00 (“Common
                                            Stock”), when the restrictions applicable to each Unit expire or terminate as provided
                                            below. Prior to their settlement or forfeiture in accordance with the terms of this Agreement,
                                            the Units granted to you will be credited to an account in your name maintained by Deluxe.
                                            This account shall be unfunded and maintained for book-keeping purposes only, with the Units
                                            simply representing an unfunded and unsecured contingent obligation of Deluxe.



 


		2.	Restricted Period and Vesting. The Units are subject to
                                            the restrictions contained in this Agreement and the Plan for the Restricted Period (as defined
                                            below). As used herein, “Restricted Period,” shall mean, with respect to each
                                            of the two equal segments of 50 percent of the Units each, a period commencing on the Award
                                            Date and, subject to Section 4, ending with respect to each segment on its respective
                                            vesting date. Subject to Sections 4 and 5, with respect to the Units, the restrictions on
                                            a segment will lapse and the applicable segment will vest and become non-forfeitable on each
                                            of the first and second anniversary of the Award Date, so long as your service to Deluxe
                                            has not previously ended.



 


		3.	Restrictions. The Units shall
                                            be subject to the following restrictions during the Restricted Period:



 


(a)            The
Units shall be subject to forfeiture to Deluxe until they vest as provided in this Agreement and the Plan.


 


(b)            The
Units may not be sold, assigned, transferred or pledged during the Restricted Period. You may not transfer the right to receive the Units,
other than by will or the laws of descent and distribution, and any such attempted transfer shall be void.


 


(c)            Shares
of Common Stock to be issued in settlement of vested Units will not be issued until the applicable time specified in Section 6 or
8.


 


(d)            If
cash or non-cash dividends or distributions are declared and paid by Deluxe with respect to its Common Stock, then at the same time that
such dividends or distributions are paid to the shareholders you will have dividend equivalents credited to your account with respect
to your Units. All such dividend equivalents shall be held by Deluxe without interest accruing thereon until the end of the Restricted
Period, at which time Deluxe will pay you all such dividends and other distributions, less applicable income tax and social security
tax withholding. Any dividend equivalent payments paid with respect to any Units shall be paid when, and only to the extent that, the
underlying Units actually vest and are settled in shares of Common Stock. If the Units are forfeited, then all rights to such dividend
and distribution payments shall also be forfeited. 






     


     


    

 


		4.	Acceleration of Vesting.



 


(a)            In
the event your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendum), or Approved Retirement
(as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will vest and the Units shall become
non-forfeitable as of the date of such termination.


 


(b)            Subject
to Section 4(c), in the event your employment is terminated during the Restricted Period after the first anniversary of the Award
Date by reason of involuntary termination without Cause, a pro rata portion of the next segment of Units scheduled to vest after the
termination date (based on the number of completed days between the termination date and the scheduled vesting date immediately prior
to the termination date (or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and become non-forfeitable
as of the date of such termination.


 


(c)            Notwithstanding
any provision contained in this Agreement that would result in Units vesting in full or in part at a later date, if, in connection with
any Change of Control, the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate of such corporation or entity,
elects to assume the obligations of Deluxe under this Agreement and to replace the Shares issuable upon settlement of the Units with
other equity securities that are listed on a national securities exchange (including by use of American Depository Receipts or any similar
method) and are freely transferable under all applicable federal and state securities laws and regulations (“Replacement Equity
Securities”), the Units then subject to restriction shall continue to vest as set forth in Section 2, provided, however, the
Units shall vest in full and become non-forfeitable if, within twelve months of the date of the Change of Control:


 


		(i)	Your employment with the Company is terminated
                                            by the Company without Cause,



 


		(ii)	Your employment with the Company is
                                            terminated by you for Good Reason, or



 


		(iii)	Vesting would otherwise occur on any
                                            earlier date as provided under this Agreement.



 


In the event of any such Change of
Control, the number of Replacement Equity Securities issuable under this Agreement shall be determined by the Committee in accordance
with Section 4(c) of the Plan. In the event of any such Change of Control, all references herein to the Shares shall thereafter
be deemed to refer to the Replacement Equity Securities, references to Deluxe or the Company shall thereafter be deemed to refer to the
issuer of such Replacement Equity Securities, and all other terms of this Agreement shall continue in effect except as and to the extent
modified by this subparagraph.


 


(d)            If
the Change of Control does not meet the continuation or replacement criteria specified in Section 4(c) above, all Units then
subject to restriction shall vest in full immediately and become non-forfeitable upon the Change of Control.


 


(e)            The
provisions of this Section 4 shall be subject to Sections 5(b) and 8.




 


		5.	Forfeiture.



 


(a)            Subject
to the provisions of Section 4, in the event your employment is terminated during the Restricted Period, your rights to all of the
unvested Units shall be immediately and irrevocably forfeited.


 


(b)            Notwithstanding
any other provisions of this Agreement, in the event you engage in a Forfeiture Activity (as defined below) during the Restricted Period,
your rights to all of the Units that have not yet been settled, whether or not vested, shall be immediately and irrevocably forfeited.


 


(c)            If,
at any time within 12 months after the date any portion of this Award has vested and settled as provided in Sections 6 or 8, you engage
in any Forfeiture Activity (as defined below), then the value of the Shares (and the amount of any associated dividend equivalents) received
by you pursuant to such vesting and settlement must be paid to Deluxe within 30 days of demand by Deluxe. For purposes hereof, the value
of the Shares received by you in settlement of the vested Units shall be determined by utilizing the closing price on the New York Stock
Exchange of a share of Deluxe’s Common Stock on the vesting date (without regard to any subsequent increase or decrease in the
fair market value of such Shares).


 


(d)            As
used herein, you shall be deemed to have engaged in a Forfeiture Activity if you (i) directly or indirectly, engage in any business
activity on your own behalf or as a partner, shareholder, director, trustee, principal, agent, employee, consultant or otherwise of any
person or entity which is in any respect in competition with or competitive with Deluxe or you solicit, entice or induce any employee
or representative of Deluxe to engage in any such activity, (ii) directly or indirectly solicit, entice or induce (or assist any
other person or entity in soliciting, enticing or inducing) any customer or potential customer (or agent, employee or consultant of any
customer or potential customer) with whom you had contact in the course of your employment with Deluxe to deal with a competitor of Deluxe,
(iii) fail to hold in a fiduciary capacity for the benefit of Deluxe all confidential information, knowledge and data, including
customer lists and information, business plans and business strategy (“Confidential Data”) relating in any way to the business
of Deluxe for so long as such Confidential Data remains confidential, or (iv) are terminated by Deluxe for Cause.


 






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(e)            If
any court of competent jurisdiction shall determine that the foregoing forfeiture provisions are invalid in any respect, the court so
holding may limit such provisions in any manner which the court determines such that the provision shall be enforceable against you.


 


(f)            By
accepting this Agreement, you consent to a deduction from any amounts Deluxe owes you from time to time (including amounts owed to you
as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to you by Deluxe), to the extent
of the amount you owe Deluxe under the foregoing provisions. Whether or not Deluxe elects to make any set-off in whole or in part, if
Deluxe does not recover by means of set-off the full amount you owe, calculated as set forth above, you agree to pay immediately the
unpaid balance to Deluxe.


 


(g)            You
will be released from the forfeiture provisions of Section 5(d)(i) in the event your employment with Deluxe has been involuntarily
terminated without Cause. Otherwise, you may be released from the foregoing forfeiture provisions only if the Committee (or is duly appointed
agent) determines in its sole discretion that such action is in the best interests of Deluxe.


 


(h)            Nothing
contained in this Section 5 shall be construed to limit the provisions of the Plan or any recoupment policy dealing with recoupment
of awards, which are incorporated into this Agreement by reference.


 


		6.	Settlement of Units and Delivery
                                            of Shares of Common Stock.



 


(a)            Subject
to Section 5 and except as otherwise provided in Sections 6(b), 8, and 9, after any Units vest pursuant to Section 2 or Section 4,
as applicable, Deluxe shall, as soon as practicable (but no later than 74 days after the applicable vesting date) cause to be issued
and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable)
one share of Common Stock in payment and settlement of each vested Unit along with any dividends or distributions referenced in Section 3(d).
Delivery of shares of Common Stock shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock
register maintained by Deluxe’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the
shares of Common Stock to a brokerage account for your benefit, and shall be subject to the tax withholding provisions of Section 9
and compliance with all applicable legal requirements as provided in the Plan, and shall be in complete satisfaction and settlement of
such vested Units. If the Units that vest include a fractional Unit, Deluxe shall round the number of vested Units to the nearest whole
Unit prior to issuance of shares of Common Stock as provided herein.


 


(b)            Notwithstanding
the foregoing, in the event your employment with Deluxe is terminated by reason of death, Disability or involuntary termination without
Cause any time during the Restricted Period, and if either (i) the aggregate number of vested Units under this Award is five (5) or
fewer, or (ii) the aggregate value of all of your vested Units under all awards then outstanding is less than five hundred dollars
($500), Deluxe may, in its sole discretion, deliver cash in lieu of shares of Common Stock. For purposes hereof, the cash payable in
settlement of the vested Units (prior to applicable withholding under Section 9) shall be determined by utilizing the closing price
on the New York Stock Exchange of a share of Deluxe’s Common Stock on the settlement date under Section 6(a) or Section 8,
as applicable.


 


		7.	Rights. The Units subject to
                                            this award do not entitle you to any rights of a holder of Common Stock. You will not have
                                            any of the rights of a shareholder of Deluxe in connection with the grant of Units subject
                                            to this Agreement unless and until shares of Common Stock are issued to you upon settlement
                                            of the Units as provided in Section 6 or 8.



 


		8.	409A Compliance. This Section 8
                                            will apply only if the Award evidenced by this Agreement provides for the deferral of compensation
                                            within the meaning of Section 409A of the Internal Revenue Code and the IRS regulations
                                            thereunder (“Section 409A”). If your employment is terminated prior to the
                                            end of the Restricted Period, but the termination does not constitute a “separation
                                            from service” as defined in Section 409A, then you will have the right to receive
                                            the applicable payment described in Section 4, but such payment will be delayed until
                                            the earliest of the date on which you incur a separation from service as defined in Section 409A,
                                            the end of the Restricted Period, or if Section 4(d) is applicable, the date on
                                            which a change in control event occurs as defined in Section 409A (as described in the
                                            Addendum). This could occur if, for example, your employment is terminated but you are retained
                                            as a consultant or independent contractor to provide services to Deluxe or an Affiliate at
                                            a rate which is at least 50% of the rate at which you were providing services as an employee.
                                            It is also possible that you may incur a separation from service as defined in Section 409A
                                            even though your employment has not been terminated, for example if you become a part-time
                                            employee and are providing services at a rate that is less than 50% of the rate at which
                                            you provided services as a full-time employee. If this were to occur you would receive a
                                            payment as described in Section 4(b) calculated as if your employment had been
                                            terminated by Deluxe without Cause. The provisions of this paragraph shall also apply to
                                            the issuance of Shares to which you are entitled upon your Approved Retirement as provided
                                            in Section 4(a) if your Approved Retirement does not constitute a separation from
                                            service.



 






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If the Change of Control described in Section 4(c) or Section 4(d) does
not constitute a “change in control event” as defined in Section 409A, then your Units will become fully vested as provided
therein, but settlement of the Units and issuance of the equity shall not occur until the earliest of the date on which you incur a separation
from service as defined in Section 409A, the end of the Restricted Period, the date of your termination due to Disability or the
date on which a change in control event as defined in Section 409A occurs


 


Notwithstanding any other provision of this Agreement,
if you are a “specified employee” as defined in Section 409A at the time any amount would otherwise become payable to
you by reason of a separation from service as defined in Section 409A (including any shares of Common Stock that become issuable
upon an Approved Retirement, or upon the occurrence of a Change of Control, but the issuance of which is deferred until a separation
from service because the Change of Control did not constitute a change in control event), such payment shall not occur until the first
business day that is more than six months following the date of such separation from service (or, if earlier, the date of your death).
In general, “specified employees” are the 50 most highly compensated officers and policy making personnel of Deluxe and its
Affiliates.


 


		9.	Income Taxes. You are liable
                                            for any federal, state and local income taxes as well as payroll taxes applicable upon the
                                            vesting or settlement of the Units subject to this Agreement, and you acknowledge that you
                                            should consult with your own tax advisor regarding the applicable tax consequences. 
                                            Upon the distribution of shares of Common Stock and payment of any associated dividend equivalents,
                                            you shall promptly pay to Deluxe the amount of all applicable taxes required by Deluxe to
                                            be withheld or collected upon the distribution of the shares of Common Stock in settlement
                                            of the vested Units and payment of any dividend equivalents, such amount to be paid in cash
                                            or in previously acquired shares of Common Stock having a fair market value equal to the
                                            tax withholding amount.  In the alternative, you may direct Deluxe to withhold from
                                            shares of Common Stock otherwise to be distributed the number of Deluxe shares having a fair
                                            market value equal to the amount of all applicable taxes required by Deluxe to be withheld
                                            upon the distribution of the shares of Common Stock, and to withhold from any dividend equivalent
                                            payments an amount equal to the applicable taxes associated therewith, and to withhold from
                                            any dividend equivalent payments an amount equal to the applicable taxes associated therewith.
                                            You acknowledge that no shares of Common Stock will be distributed to you or dividend equivalent
                                            payments made unless and until you have satisfied any obligation for withholding taxes as
                                            provided in this Agreement.



 


		10.	Terms and Conditions. This
                                            Agreement and the award of Units and the issuance of shares of Common Stock hereunder are
                                            granted as an employee inducement award but are subject to the provisions of the Plan as
                                            described in Section 1. In the event there are any inconsistencies between this Agreement
                                            and the Plan, the provisions of the Plan shall govern, as it may be amended or interpreted
                                            at Deluxe’s discretion, to meet any applicable requirements of Section 409A of
                                            the Internal Revenue Code.



 


By your acceptance of this restricted stock unit
award, you agree to all of the terms and conditions contained in this Agreement and in the Plan documents. You acknowledge that you have
received and reviewed these documents and that they set forth the entire agreement between you and Deluxe regarding the Units.


 


	 	DELUXE CORPORATION
	 	 	 
	 	By:	 





 






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ADDENDUM TO 


RESTRICTED STOCK
UNIT AWARD AGREEMENT


 


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


 


“Approved Retirement” shall mean
any voluntary termination of employment that occurs 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) and that is approved by the Compensation Committee of the Board.


 


“Beneficial Owner” shall have the
meaning defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.


 


"Cause" shall mean (i) you have breached your obligations
of confidentiality to Deluxe or its Affiliates; (ii) you have failed to perform your duties; (iii) you commit an act, or omit
to take action, in bad faith which results in material detriment to Deluxe or its Affiliates or their respective businesses; (iv) you
have had excessive absences unrelated to illness or vacation ("excessive" shall be defined in accordance with local employment
customs); (v) you have engaged in misconduct or have otherwise violated an employment policy; (vi) you commit fraud, misappropriation,
embezzlement or other act of dishonesty in connection with your job or otherwise against Deluxe, its Affiliates or their respective businesses;
(vii) you have been convicted or have pleaded guilty or nolo contendere to 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 respective reputation, interests
or businesses of Deluxe or its Affiliates; (viii) your engage in unlawful conduct or gross misconduct that is or is reasonably likely
to be injurious to the respective business, finances, interests or reputation of Deluxe of its Affiliates; or (ix) you are in default
under any agreement between you and Deluxe or any of its Affiliates.


 


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 becomes the Beneficial Owner,
                                            directly or indirectly, of securities of Deluxe representing 30% 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 paragraph (iii) below; or



 


		(ii)	the individuals who at the date of your
                                            award election hereunder constitute the Board and any new director (other than a director
                                            whose initial assumption of office occurs within a year of and 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 a majority
                                            of the directors then still in office who either were directors at the date of your award
                                            election hereunder 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)	the shareholders of Deluxe approve a plan
                                            of complete liquidation of Deluxe or there is consummated (A) a merger, consolidation,
                                            share exchange or similar transaction involving Deluxe, regardless of whether Deluxe is the
                                            surviving corporation or (B) 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, unless, immediately following such corporate transaction,
                                            all or substantially all of the individuals and entities who were the beneficial owners of
                                            Deluxe’s voting securities immediately prior to such corporate transaction beneficially
                                            own, directly or indirectly, more than 50% of the combined voting power of the then outstanding
                                            voting securities of the surviving or acquiring entity resulting from such corporate transaction
                                            (including beneficial ownership through any Parent of such entity) in substantially the same
                                            proportions as their ownership, immediately prior to such corporate transaction, of Deluxe’s
                                            voting securities.



 


Notwithstanding the foregoing, a “Change
of 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 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.


 






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“Disability” shall mean that you
are suffering from a medically determinable physical or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than twelve months, and that as a result of such impairment either: (i) you have received
disability benefits for a period of not less than three months under a long or short-term disability plan or policy (or both), and are
eligible for benefits under the long-term disability plan of Deluxe or any Affiliate of which you are employed at the time of such disability;
or (ii) in the event that your employer does not have a long-term disability plan in effect at such time, you are unable to engage
in any substantial gainful activity.


 


“Good Reason” shall mean:


 


		(i)	except with your written consent given in your discretion, (a) the
                                            assignment to you of any position and/or duties which represent or otherwise entail a material
                                            diminution in your position, authority, duties or responsibilities, or (b) any other
                                            action by the Company which results in a material diminution in your position (or positions)
                                            with the Company, excluding any diminution attributable to Deluxe’s bankruptcy or insolvency
                                            or to the fact that Deluxe is no longer a public company;



 


		(ii)	any material reduction in your aggregate compensation and incentive
                                            opportunities, or any material failure by the Company to comply with any other written agreement
                                            between you and the Company;



 


		(iii)	the Company’s requiring you to be based at any location
                                            more than 50 miles from your then current location; or



 


		(iv)	any request or requirement by the Company that you take any action
                                            or omit to take any action that is inconsistent with or in violation of the Company’s
                                            ethical guidelines and policies as the same existed within the 120-day period prior to the
                                            termination date or any professional ethical guidelines or principles that may be applicable
                                            to you,



 


provided, however, that such events shall constitute Good Reason only
if (A) within thirty (30) days following the occurrence of an event claimed to constitute Good Reason, you give Deluxe written notice
of such event, (B) Deluxe fails to cure such event within thirty (30) days after receipt of such written notice, and (C) the
effective date of your termination of employment is within 180 days following expiration of such cure period.


 


“Person” shall have the meaning defined
in Section 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 Common Stock of Deluxe.


 


For all purposes of this Award Agreement “separation
from service”, “specified employee”, and “change in control event” shall have the meanings set forth in
Treasury Regulations §1.409A-1(h), §1.409A-1(i), and §1.409A-3(i)(5), respectively, without regard to any of the optional
provisions set forth in such regulations, except that


 


		(i)	for purposes of Treas. Reg. §1.409A-1(h)(1)(ii),
                                            an employee shall be considered to have incurred a separation from service on the date on
                                            which it is reasonably anticipated that the level of bona fide services the employee will
                                            perform after such date (whether as an employee or as an independent contractor) will permanently
                                            decrease to less than 50 percent of the average level of bona fide services performed (whether
                                            as an employee or an independent contractor) over the immediately preceding 36-month period
                                            (or the full period of services to the employer if the employee has been providing services
                                            to the employer less than 36 months); and



 


		(ii)	for purposes of identifying specified
                                            employees the safe harbor definition of compensation contained in Treas. Reg. §1.415(c)-2(d)(4) (compensation
                                            required to be reported on Form W-2 plus elective deferrals) shall be used, and compensation
                                            paid to a nonresident alien that is not effectively connected with the conduct of a trade
                                            or business within the United States shall be excluded.



 








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