AMENDMENT TO EXECUTIVE RETENTION AGREEMENT
Published on March 30, 2000
Exhibit 10.21
Rev. 10-28-99
AMENDMENT TO EXECUTIVE RETENTION AGREEMENT
This Amendment to Executive Retention Agreement ("Amendment") is made as of the
1st day of November, 1999, by and between Deluxe Corporation (the "Company") and
John A. Blanchard III ("Executive").
WHEREAS, the Company and Executive entered into an Executive Retention Agreement
dated January 9, 1998 which was intended to assure the Company of Executive's
continued dedication notwithstanding the possibility, threat or occurrence of a
Change of Control or Other Business Combination (as defined in the Executive
Retention Agreement, hereinafter referred to as the "Retention Agreement"), all
as provided in and subject to the provisions of the Retention Agreement;
WHEREAS, since entering the Retention Agreement, the Company has considered
other strategic alternatives which may involve a spin off, split up or other
similar strategy ("Strategic Alternative") which are not covered by the
Retention Agreement;
WHEREAS, the Board of Directors of the Company has determined that it is in the
best interests of the Company and its shareholders to reduce the inevitable
distractions associated with, and to assure the Company of the continued
dedication of the Executive notwithstanding, the possible implementation of one
of the Strategic Alternatives and has, therefore, caused the Company to enter
this Amendment;
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1. The capitalized terms in this Amendment shall have the meanings
ascribed to them in the Retention Agreement unless otherwise
defined herein.
2. Section I.G.2 is hereby deleted in its entirety and replaced by
the following provision:
"(a) a sale, spin off, split up or other similar divestiture by
the Company of all or a substantial portion of its non-check
printing assets, business units and/or Affiliates (excluding those
assets, business units and Affiliates that have been offered for
sale prior to January 9, 1998), whether or not the Company
receives consideration in connection therewith (the "Non-Check
Printing Businesses"), or the sale, spin off, split up or other
similar divestiture by the Company of all or a substantial portion
of its check printing assets, business units and/or Affiliates,
whether or not the Company receives consideration in connection
therewith (the "Non-Check Printing Businesses") or (b) the
creation and public issuance of any class of Company securities
that is intended to track the assets, business or performance of
the Check
Printing Businesses or the Non-Check Printing Businesses, whether
or not the Company receives consideration in connection with the
issuance thereof or whether such publicly issued securities
represent all or a portion of the Company's interest in the Check
Printing Businesses or the Non-Check Printing Businesses."
3. Insert a new sentence at the end of Section IV.C.1., as follows:
"For avoidance of doubt, the occurrence of an Other Business
Combination described in clause (a) of Section I.G.2. shall
constitute a diminution of Executive's position, authority, duties
and responsibilities within the meaning of this Section, whether
or not Executive is offered, accepts or continues employment by
the Company, a purchaser or any entity resulting from or created
by the Other Business Combination."
4. Insert the following at the end of Section III.B.2, as follows:
"If the compensation plan under which Executive receives an Annual
Incentive Payment permits the Executive to elect to receive other
consideration (such as, for example, shares or units of the
Company's common stock) in lieu of cash or to defer the receipt of
any such payment (whether in cash or other form of consideration),
and Executive makes the election to receive such consideration or
to defer receipt of such payment, the Annual Incentive Payment
herein shall be deemed to have been made at the time and to be
equal to the amount of cash Executive would otherwise have
received, had Executive not made such election. Any such amount
shall also be included in the computation of the Recent Annual
Incentive Payment."
5. Insert the following at the end of Section III. B.3:
"In order to prevent dilution of the benefits or potential
benefits to Executive associated with stock-based compensation
awards made to Executive prior to the Effective Date, the Company
shall make the adjustments to the number of shares subject to the
said stock-based awards and, if applicable, the exercise price
thereof (which may include the issuance of new or replacement
awards and/or awards involving the securities of any entity that
results from a split-up, spin off or similar corporate division),
contemplated by Section 4 (c) of the Deluxe Corporation Stock
Incentive Plan, or any similar provision contained in a plan under
which such stock-based compensation awards were made, or in the
absence of a plan, or a similar provision in the plan under which
such stock-based compensation awards were made, as if such
provision had been included in the relevant award agreement or
plan under which such stock-based compensation awards were made to
Executive."
6. Insert a new Section V.A.3.(e), as follows:
"Unless Executive is provided the benefits described in clause (d)
hereof, and if, and to the extent that, the number of shares
and/or exercise price of stock based awards made to Executive have
not previously been adjusted as provided in Section III. B.3.,
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in order to prevent dilution of the benefits or potential benefits
to Executive associated with stock-based compensation awards made
to Executive, the Company shall make the adjustments to the number
of shares subject to the said stock-based awards and, if
applicable, the exercise price thereof (which may include the
issuance of new or replacement awards and/or awards involving the
securities of any entity that results from a split-up, spin off or
similar corporate division), contemplated by Section 4 (c) of the
Deluxe Corporation Stock Incentive Plan, or any similar provision
contained in a plan under which such stock-based compensation
awards were made, or in the absence of a plan, or a similar
provision in the plan under which such stock-based compensation
awards were made, as if such provision had been included in the
relevant award agreement or plan under which such stock-based
compensation awards were made to Executive. If Executive is
compensated under the provisions of clause (d) hereof, in
determining the economic equivalent value therein provided, the
Company shall take into account the adjustments herein described."
7. Delete the words "without adjustment in the case of death or
Disability" appearing in the last sentence of Section V.A.1.(c).
8. The last sentence of Section VIII.A. is hereby deleted in its
entirety and replaced by the following provision:
"For purposes of determining the amount of the Gross-Up Payment,
the Executive shall be deemed to pay federal income tax at the
highest marginal rate of federal income taxation in the calendar
year in which the Gross-Up Payment is to be made (determined by
giving affect to the maximum loss of itemized deductions that
could be suffered by the Executive by virtue of his receipt of the
Gross-Up Payment) and state and local income taxes at the highest
marginal rate of taxation in the state and locality of Executive's
residence on the Date of Termination (or if there is no Date of
Termination, then the date on which the Gross-Up Payment is
calculated for purposes of this Section VIII.A.), net of the
maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes."
9. This Amendment shall be retroactive, taking effect as of the date
of the Retention Agreement, and, except as modified herein, the
Retention Agreement shall continue in full force and effect in
accordance with the terms thereof.
IN WITNESS WHEREOF, that parties hereto have executed this Amendment as
of the day and year first above written.
DELUXE CORPORATION Executive
By: /s/ John H. LeFevre /s/ John A. Blanchard III
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John H. LeFevre John A. Blanchard III
Title: General Counsel
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