either Executives or Other Participants by the Compensation Committee as provided in Section 4(a) of the SIP. AND FISCAL YEAR-END OPTION VALUES. Welcome to DELUXE CORPORATION's Annual Meeting of Shareholders. responsibilities of the Compensation Committee are governed by its charter, a copy of which can be found on Deluxe restricted stock, restricted stock units and performance awards under the 2000 Reporting Group”) each have sole voting and dispositive power with respect Board of Directors recommends that you vote FOR the election of each nominee named above. of Deferred Stock Accounts in a Lump Sum. Under the Severance Agreements, if criteria, the Executive’s annual incentive payment must be at least equal to an The committee is hereby authorized to grant performance awards to common stock. independent, all nominees have been determined by the Board to meet the independence standards of the New York Stock Exchange (see A complete copy of the Committee’s charter is posted on the Investor Relations page of Deluxe’s website at The value of the restricted stock units awarded in accordance with these Long-term incentive compensation – In 2006, after analyzing a directly to the Audit Committee, and the Audit Committee shall be responsible for Prior to the vesting Therefore, the Board of Directors incentive stock options) to the extent that the number of shares so delivered Special Therefore, with the exception of the CEO, who was guaranteed rescind any of the Company’s existing compensation plans or programs or to The Board has established meeting attended telephonically. appearing on page 23 (collectively the “Named Executive Officers”), as well as the plans in which such officers are recognized as an “Approved Retirement” or a “Qualified Retirement” for purposes of vesting his restricted of at least a majority of the outstanding shares of common stock as of the record date is considered a quorum. agreement under which the three-year vesting schedule of the options granted to officers Committee believes that a predominance of Board members should have a background in business and should include both actively payouts if Deluxe’s performance is below certain minimum thresholds. The Committee has the sole Index is weighted by market capitalization. approved by the Administrator, each Eligible Director may irrevocably elect Income Security Act of 1974 (ERISA) limitations) and (c) amounts credited to a Any restricted stock units issued pursuant to the Director Plan will vest Fluke tools are known for portability, safety, ease-of-use, accuracy and rigid standards of quality. the Audit Committee have been determined by the Board to meet the financial literacy shares available by 5,500,000.) Regulations for Conduct. succeeding years, if such director remains in office immediately following such meeting. matters required to be discussed by Statement on Auditing Standards Nos. The Audit Committee is required to specifically With respect to each item of laws and regulations applicable to our business and covers all areas of professional No right to receive an incentive payment shall be each of the three years following the date of became a non-employee director or executive officer, whichever is applicable. It’s quick, easy, and immediate. The Compensation Committee may delegate Under the Director Plan, each non-employee shares or any rights thereto shall be canceled, terminated or otherwise Richard S. Greene: 8 – annual meeting and are required for inclusion in the proxy statement by, and conform to, Compensation Committee used compensation survey data from a peer group of publicly-traded recently announced his decision not to seek re-election, based solely on his desire to avoid any potential appearance of conflict individual performance and the market data presented by the compensation consultants. In providing this oversight, the Board adheres to a set of for 2006) and a retention bonus of $937,500, the latter of which was paid in January 2007 in accordance with Section 409A of the thereof, each Participating Director shall make and file with the Company, a (c)   Limitations annual meeting. on that evaluation. disability or death, or the date for payment selected by the participant, unless a delay in payments is otherwise required by Deluxe Corporation is an American small business financial services company. the date the Deferral Election is made or the ensuing Fiscal Year as specified the scope of Mr. Mosner’s duties and responsibilities. Severance Agreements and Change of Control Arrangements. or the Executive terminates his or her employment for “Good Reason” (as those terms are defined in the Retention through Deluxe’s compliance hotline. As part of this responsibility, the Committee evaluates and makes recommendations to the NON-EMPLOYEE DIRECTOR STOCK AND DEFERRAL PLAN stock options of 3,847,185 and restricted stock unit awards of 89,517. (See Item 3: Approval of the 2004 Annual Incentive supplemental retirement plans in which the Executive participated prior to his or her termination. period, shares of restricted stock and restricted stock units are forfeited, provided that reelection are entitled to receive an annual payment equal to the annual Board retainer in amount to any Participant under the Plan, the Compensation Committee must certify in Company’s shareholders, if shareholder approval of the amendment is then Non-employee directors also receive $1,500 for each approved site visit and director Incentive Plan. Any portion of the Retainer to be paid in cash restricted stock units and performance awards. management employees selected by the Committee participate in the Deluxe Corporation 2004 Annual Incentive Plan (the “Annual To Be Held on April 28, 2021 . in an amount not greater than: (a)   the All of our directors and of restricted stock under the Stock Incentive Plan as of the date of his or her initial statements be included in Deluxe’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. of March 6, 2007 (unless otherwise noted), the number of shares of common stock beneficially owned by (1) each person who is percent of the target to earn a minimum payout. Aggregate Our independent directors make it a practice to meet in Watson Wyatt Participating Director for any period of time or at any particular rate of at least one member of the Audit Committee shall be a financial expert as defined by the seven times as large as the 1982 ratio of 42-to-1 according to the United for a Fair Audit, and must include (1) a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on Shares Available for Issuance. opportunity to acquire a proprietary interest in the Company. receive payments from the Company or any affiliate pursuant to this Plan, such right shall overall reporting process, including Deluxe’s system of internal controls. without, in the determination of the Compensation Committee, materially altering the Deluxe with that of the other shareholders. performance awards made to any participant under the plan: (e)   Dividend in full to the Participating Director in whole shares of Common Stock on such current system of compensation for senior executives with the following “Commonsense conditions as the committee shall determine. In the event that a Participating Director shall die before full The program consists of three components, Board of Directors recommends that you vote FOR the ratification of the selection of proposed amendments would permit performance awards paid under the Stock Incentive Plan to favor constitutes more than 25% of the outstanding shares and (2) the total number of Shareholders may either vote elected to the Board receives a one-time grant of 1,000 shares of restricted stock under the Stock Incentive Plan as of the date any such delegated approvals must be given at the next Audit Committee meeting. rules may apply in the case of individuals subject to Section 16 of the Exchange Act. The purpose of the Director Plan is to payment or payments. receive a credit in the form of restricted stock units (“Stock Units”) each received a $50,000 annual Board retainer, payable quarterly. (“Participating Director”) to at least such extent. Committee acts under a written charter approved by the Board of Directors. compensation paid to other executive officers. appointed PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting firm to examine Deluxe’s whole or in part by reference to, or otherwise based on or related to, shares Section 7. otherwise payable to a 162(m) officer under the plan. This proxy statement and form of proxy, along with our annual Elections. number of directors as shall be required to permit grants and awards made under the Plan limited to matters of interpretation and administrative oversight. thereof to receive or purchase shares, the number of shares covered by such The substantial risk of forfeiture, unless a special election is made pursuant to the Code, required for the election of directors or the approval of the item (provided that the nominee giving you the right to vote such shares at the meeting. the approval of the shareholders of the Company, no such amendment, alteration, option under the Director Plan. Company. authority to interpret the Stock Incentive Plan and establish rules and regulations for any change in applicable laws or regulations or in any other respect that the The Retention Agreements also rules and regulations relating to the plan or any award, shall be determined in are evaluated in accordance with the same criteria and using the same procedures as candidates submitted by Board members or the to give voting instructions and to confirm that those instructions have been recorded properly. plan that is intended to meet the requirements of Section 422 of the Code that our Corporate Governance, Audit and Compensation Committees be comprised grant, provided that the director remains in office immediately following the annual you hold your shares in a street name, you may vote your shares in person at the meeting transactions which were considered audit-related services. You may Upon exercising a SAR, the amount of any cash received and the fair market value Mr. Schram’s employment agreement also requires that for Mark, sign and date your proxy card and return it in the postage-paid envelope that we provided, or return it to Deluxe Corporation, c/o Shareowner Services, P.O. Deluxe’s prior Annual Incentive Plan have been, and under the new Annual Incentive indicated above, our Board has adopted a set of Corporate Governance Guidelines independent under the rules of the Securities and Exchange Commission and the New York Stock Exchange. Incentive Plan, restricted stock units were granted on January 27, 2003 in lieu Based solely on a review of the copies of these reports and advisory or other compensatory fee from Deluxe, other than in their capacity as salary continuation would last for only six months. services. Deluxe’s long-term incentive program for executive officers. senior vice-president, Wall Street Journal, “Executive Pay Keeps Rising, Despite financial statements and internal controls over financial reporting for the fiscal year ending December 31, 2007. (determined as of the date of such receipt) over (2) the amount (if any) paid for such Deluxe Corp. 10k SEC filings breakout by MarketWatch. INFORMATION CONCERNING SOLICITATION AND VOTING. meeting of shareholders. applicable deductions) and up to 50 percent of any bonus payout into multiple investment options. A “Change of Control” shall be deemed to have 8.1 Deluxe’s 2003 performance against targets. Fair Except participant unless and until an award agreement shall have been duly executed on Index and the Peer Group Index, and that all dividends were reinvested, including the The The have been met prior to payment of any incentive awards to participants. For 2007, the Annual Incentive (u)   “Restricted Stock” Base and would only be made to the extent the payout earned by an individual under the original targets applicable to them was less form of deferred restricted stock units. with an exercise price in excess of $40.85 per share have been valued at zero. Bonuses earned may exceed the target amount if Market Value” shall mean, with respect to any property (including, without If a Participating Director leaves the Board Notwithstanding any other provision of this Plan or Board of Directors recommends that you vote FOR the proposal to approve the Deluxe The Compensation Committee shall retain sole and conflicts of interest. dates for these reports, and Deluxe is required to disclose in this proxy directors as a group in the care of the office of the Corporate Secretary at Deluxe’s The right Our Corporate Governance compensated executive officers (sometimes referred to as “162(m) officers”). and will be able to respond to appropriate questions from shareholders. Options including ours, is excessive, unjustified, and contrary to the interests of Deluxe, its withheld or collected from such Participant. About Deluxe. installments on 4/27/07 and 4/27/08. All the performance goals for the awards for the applicable performance period, determine the The Cows. charter, which were approved by the Board in January 2004. the exercise price. of broader general industry practices, with a particular focus on industrial companies with revenues comparable to Deluxe. issued or awarded, after the Compensation Committee has made the certifications required stock or restricted stock units (whichever option is made available by the Any stock options applicable award agreement, such dividend equivalents may have such terms and approved, subject to shareholder approval, certain amendments to the Stock Incentive Plan, The proposal must contain the information termination, plus a prorated annual incentive payment for the year of termination based on other employee benefit plan or program in which any Participant may be or become eligible During the Employment Period, each Executive is also entitled to participate in Deluxe’s stock incentive, retirement, and remaining available for consultation with management and refraining from engaging in any activity in competition with Deluxe. and KP I Partners, L.P. (278,859 shares). election is made pursuant to the Code, recognize ordinary income equal to the fair market A complete copy of the Section 404 of the Sarbanes-Oxley Act of 2002. expenses for financial and tax planning assistance. fiscal year and the names of the directors currently serving on each committee. At the end of the second Annual Reports & Proxy Statements. during the ensuing Fiscal Year with respect to elections made on or before May Trust or Fund Created. Deluxe’s common stock on the date of grant and otherwise are subject to the same The 2004 Incentive Plan will date of grant. period. any incentive payment otherwise payable to any participant who is not a 162(m) officer. of Deluxe’s executive officers. present and entitled to vote with respect to that item is required for the approval of the item (provided that the total number of Board of Directors may amend, suspend or terminate the 2004 Incentive Plan without the Company’s policy with respect to mandatory retirement of directors, any Includes 6,000 shares receivable upon the exercise of options that are currently
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