Common use of Acceleration of Vesting Clause in Contracts

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.

Acceleration of Vesting. In the event of a Fundamental Change the Committee shall: (a) In if the event your employment with Deluxe Fundamental Change is terminated a merger or consolidation or statutory share exchange, make appropriate provision for the protection of this Option by reason the substitution for this Option of death, Disability (as defined in the Addendum), options or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all voting common stock of the yet unvested Units will vest and corporation surviving any merger or consolidation or, if appropriate, the Units shall become non-forfeitable as parent corporation of the date of Company or such termination.surviving corporation; or (b) Subject to Section 4(c), in at least ten days before the event your employment is terminated during the Restricted Period after the first anniversary occurrence of the Award Date by reason of involuntary termination without CauseFundamental Change, a pro rata portion declare, and provide written notice to the Optionee of the next segment of Units scheduled to vest after declaration, that this Option, whether or not then exercisable, shall be canceled at the termination date time of, or immediately before the occurrence of, the Fundamental Change (based on the number of completed days between the termination date and the scheduled vesting date immediately unless it shall have been exercised 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 occurrence 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 Fundamental Change). In connection with any Change of Controlsuch declaration, the acquiring PersonCommittee may, surviving or acquiring corporation or entitybut shall not be obligated to, or an Affiliate cause payment to be made to the Optionee of such corporation or entitycash equal to, elects to assume for each Share covered by 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”)canceled Option, the Units then subject to restriction amount, if any, by which the Fair Market Value per share exceeds the exercise price per Share covered by this Option. At the time of any such declaration, this Option shall continue to vest as set forth in Section 2, provided, however, the Units shall vest immediately become exercisable in full and become non-forfeitable ifthe Optionee shall have the right, within twelve months during the period preceding the time of cancellation of this Option, to exercise this Option as to all or any part of the date of the Change of Control: (i) Your employment with the Company is terminated Shares covered 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 AgreementOption. In the event of any such Change of Controla declaration pursuant to this subsection, to the extent this Option has not been exercised prior to the Fundamental Change, the number unexercised part of Replacement Equity Securities issuable under this Agreement Option shall be determined by canceled at the Committee time of, or immediately before, the Fundamental Change, as provided in accordance with the declaration. Notwithstanding the foregoing, the holder of this Option shall not be entitled to the payment provided for in this subsection if this Option shall have expired pursuant to Section 4(c) 5 above or been cancelled. For purposes of this subsection only, “Fair Market Value” per share has the meaning set forth in Section 17 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.

Acceleration of Vesting. The provisions concerning vesting pursuant to clauses (a) In the event your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendumi), or Approved Retirement (as defined in the Addendumii) any time and (iii) below will be cumulative, and are hereby deemed to be a part of all stock options, restricted stock and such other awards granted during the Restricted Period, all term 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 Original Employment Agreement or this Agreement pursuant to the termination date Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, (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 each 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 SecuritiesStock Award”), the Units then subject and to restriction shall continue to vest as set forth supersede any less favorable provision 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:any agreement or plan regarding such Stock Award. (i) Your If the Executive’s employment with the Company is terminated by the Company without Cause,, by the Executive for Good Reason, or as a result of the Executive’s death or Disability (all as defined in Section 6 below), the Executive’s outstanding unvested Stock Awards that would have vested over the twelve (12) month period following the date of termination had the Executive remained continuously employed by the Company during such period, will be automatically vested and exercisable on the date of termination. For purposes of this Section 2.6(b), the definition of Cause, Good Reason and Disability in Section 6 of this Agreement supersedes any such definitions in the Plan. (ii) Your employment with On the Company effective date of a Change of Control (as defined in subsection (iv) below), fifty percent (50%) of the Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable. The portion of any outstanding Stock Award that remains unvested after the application of the accelerated vesting under this Section and the applicable equity plan, and which has been continued, assumed, substituted for or replaced (and which therefore is terminated still in effect after the Change of Control), will continue to vest on the same schedule, but the number of shares vesting on each installment will be reduced on a pro rata basis to take into account the accelerated vesting herein. If a Change of Control occurs and the Executive’s unvested Stock Awards are not converted, assumed, or replaced by you for Good Reasona successor, orsuch Stock Awards will become fully vested and exercisable and all forfeiture restrictions on such Stock Awards will lapse. (iii) Vesting would otherwise occur If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason within six (6) months prior to or twenty-four (24) months following a Change of Control, all of the Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable on the later of the date of termination or the Change of Control; provided, that if any earlier date as provided under unvested portion of a Stock Award terminates or is forfeited in the case of the termination of this Agreement. In the event of any such Agreement before a Change of Control, the number of Replacement Equity Securities issuable under this Agreement shall be determined by Company will make a cash payment to the Committee in accordance with Section 4(cExecutive, no later than ten (10) days after the effective date of the Plan. In the event of any such Change of Control, all references herein equal to the Shares shall thereafter be deemed to refer economic value of the terminated unvested portion of the Stock Award to the Replacement Equity Securities, references to Deluxe or Executive at the Company shall thereafter be deemed to refer to the issuer time 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 (calculated for stock options as the continuation or replacement criteria specified in Section 4(c) above, all Units then subject to restriction shall vest in full immediately difference between the aggregate exercise price of that portion of the option and become non-forfeitable upon the aggregate fair market value of the shares underlying that portion of the option at the time of the Change of Control, and for stock awards as the aggregate fair market value of the unvested portion of the shares at the time of the Change of Control, less any amounts paid to the Executive for the repurchase of that portion of the shares). Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits under this subsection 2.6(b)(iii) constitute deferred compensation under of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) that may only be paid on a qualifying transaction (that is, the payments and benefits are not otherwise “exempt” under Section 409A), the foregoing definition of Change in Control will apply only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). (e) The provisions of this Section 4 shall be subject to Sections 5(b) and 8.

Acceleration of Vesting. In the event of a Fundamental Change the Committee may, but shall not be obligated to: (a) In if the event your employment with Deluxe Fundamental Change is terminated a merger or consolidation or statutory share exchange, make appropriate provision for the protection of this Option by reason the substitution for this Option of death, Disability (as defined in the Addendum), options or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all voting common stock of the yet unvested Units will vest and corporation surviving any merger or consolidation or, if appropriate, the Units shall become non-forfeitable as parent corporation of the date of Company or such termination.surviving corporation; or (b) Subject to Section 4(c), in at least ten days before the event your employment is terminated during the Restricted Period after the first anniversary occurrence of the Award Date by reason of involuntary termination without CauseFundamental Change, a pro rata portion declare, and provide written notice to the Optionee of the next segment of Units scheduled to vest after declaration, that this Option, whether or not then exercisable, shall be canceled at the termination date time of, or immediately before the occurrence of, the Fundamental Change (based on the number of completed days between the termination date and the scheduled vesting date immediately unless it shall have been exercised 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 occurrence 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 Fundamental Change). In connection with any Change of Controlsuch declaration, the acquiring PersonCommittee may, surviving or acquiring corporation or entitybut shall not be obligated to, or an Affiliate cause payment to be made to the Optionee of such corporation or entitycash equal to, elects to assume for each Share covered by 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”)canceled Option, the Units then subject to restriction amount, if any, by which the Fair Market Value per Share exceeds the exercise price per Share covered by this Option. At the time of any such declaration, this Option shall continue to vest as set forth in Section 2, provided, however, the Units shall vest immediately become exercisable in full and become non-forfeitable ifthe Optionee shall have the right, within twelve months during the period preceding the time of cancellation of this Option, to exercise this Option as to all or any part of the date of the Change of Control: (i) Your employment with the Company is terminated Shares covered 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 AgreementOption. In the event of any such Change of Controla declaration pursuant to this subsection, to the extent this Option has not been exercised prior to the Fundamental Change, the number unexercised part of Replacement Equity Securities issuable under this Agreement Option shall be determined by canceled at the Committee time of, or immediately before, the Fundamental Change, as provided in accordance with the declaration. Notwithstanding the foregoing, the holder of this Option shall not be entitled to the payment provided for in this subsection if this Option shall have expired pursuant to Section 4(c) 5 above or been cancelled. For purposes of this subsection only, “Fair Market Value” per Share has the meaning set forth in Section 17 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.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason that of death, Recipient’s death or Disability (as defined in the AddendumPlan), all unvested Restricted Stock Units shall immediately vest as of the date of death or Approved Retirement Disability. (as defined b) In the event of a Change of Control, and the Recipient is not a Participant in the Addendum) any time during the Restricted Periodsuch Change in Control, all of the yet unvested Units will vest and the Restricted Stock Units shall become non-forfeitable immediately vest 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. (ec) The provisions In the event of a Corporate Transaction in which the Restricted Stock Units are not to be Appropriately Replaced at or prior to the effective time of such Corporate Transaction, the vesting of all Restricted Stock Units which are not otherwise fully vested shall automatically accelerate so that all such Restricted Stock Units shall, immediately prior to the effective time of the Corporate Transaction, become fully vested, free of all restrictions. (d) For purposes of this Section 4 2.3: (i) Restricted Stock Units shall be subject considered “Appropriately Replaced” if, at or prior to Sections 5(bthe Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Restricted Stock Units or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Restricted Stock Units existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions as were applicable to the Restricted Stock Units immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and 8if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Restricted Stock Units (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Evaluating Committee in its sole discretion and its determination shall be conclusive and binding.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason of death, Optionee’s death or Disability (as defined in the AddendumPlan), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will Unvested Options shall immediately vest and the Units shall become non-forfeitable as of the date of such terminationdeath or Disability. (b) Subject to Section 4(c), in In the event your employment that, within twenty-four months after a Change in Control, Optionee service as a Director is terminated during by the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without CauseCompany or any successor Person, 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 or Resigns For Good Reason, and the scheduled Optionee is not a Participant in such Change in Control, the vesting date of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, immediately prior to when the termination date (Optionee service as a Director is terminated or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and Resigns for Good Reason, become non-forfeitable as fully vested, free of the date of such terminationall restrictions. (c) Notwithstanding any provision contained In the event of a Corporate Transaction in this Agreement that would result in Units vesting in full which the Unvested Options are not to be Appropriately Replaced at or in part at a later date, if, in connection with any Change prior to the effective time of Controlsuch Corporate Transaction, the acquiring Personvesting of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, surviving or acquiring corporation or entity, or an Affiliate of such corporation or entity, elects immediately prior to assume the obligations of Deluxe under this Agreement and to replace the Shares issuable upon settlement effective time of the Units with other equity securities that are listed on a national securities exchange Corporate Transaction, become fully vested, free of all restrictions. (including by use of American Depository Receipts or any similar methodd) and are freely transferable under all applicable federal and state securities laws and regulations (“Replacement Equity Securities”), In 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 ifevent that, within twelve twenty-four months of after a Corporate Transaction at or prior to which the date of the Change of Control: (i) Your employment with the Company Unvested Options have been Appropriately Replaced, Optionee service as a Director is terminated by the Company without Cause, (ii) Your employment with the Company is terminated by you for or any successor Person, or Resigns For Good Reason, or (iii) Vesting would otherwise occur on any earlier date as provided under this Agreement. In and the event of any Optionee is not a Participant in such Change of ControlCorporate Transaction, the number vesting 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 Unvested Options (or the Company substitute awards by which the Unvested Options are Appropriately Replaced) which are not otherwise fully vested shall thereafter be deemed to refer to automatically accelerate so that all such Unvested Options (or such substitute awards) shall, immediately when the issuer Optionee’s service as a Director is terminated or Resigns For Good Reason, become fully vested, free 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 Controlrestrictions. (e) The provisions For purposes of this Section 4 II.C.: i. Unvested Options shall be subject considered “Appropriately Replaced” if, in addition to Sections 5(bproviding for acceleration as provided in clause (d) of this Section II.C., at or prior to the Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Unvested Options or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Unvested Options existing immediately prior to the Corporate Transaction, on substantially the same vesting and 8other terms and conditions (including acceleration if the Optionee is Terminated Without Cause or Resigns For Good Reason) as were applicable to the Unvested Options immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Unvested Options (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Evaluating Committee in its sole discretion and its determination shall be conclusive and binding.

Acceleration of Vesting. Except as provided below, your rights in and to the Units shall terminate on the termination date of your employment by any company in a group of companies consisting of Deluxe and its Affiliates, which is not followed by your immediate re-employment by any other member of said group, for any reason if that termination occurs prior to the Expiration Date. If your employment is terminated prior to the Expiration Date by action of Deluxe or any Affiliate other than for Cause (as hereinafter defined), you will receive a payment from Deluxe equal to the portion of your cash incentive award that you elected to apply to the acquisition of Units (“Base Amount”) plus any earned but unpaid dividend equivalents thereon payable in shares of Common Stock, cash, or a combination of the two in the discretion of the Committee (less any applicable tax withholding), made as expeditiously as practicable, but not more than 75 days, following the date of termination. If you voluntarily resign or are terminated for Cause prior to the Expiration Date, you will receive a payment from Deluxe payable in shares of Common Stock, cash, or a combination of the two in the discretion of the Committee equal to the lesser of (a) the Base Amount or (b) an amount equal to the number of Units attributable to the Base Amount as of the issue date multiplied by the closing price of the Common Stock on the effective date of your resignation or termination for Cause, which payment (less any applicable tax withholding) will be made as expeditiously as practicable, but not more than 75 days, following the effective date of your resignation. In order to satisfy the event requirements of Section 409A of the Internal Revenue Code and the IRS regulations thereunder (“Section 409A”), the following provisions will apply. If your employment with Deluxe is terminated prior to the Expiration Date, but the termination does not constitute a “separation from service” as defined in Section 409A, then you will have the right to receive the payment described in the preceding paragraph, but the payment will be deferred until the earliest of the date on which you incur a separation from service as defined in Section 409A, the Expiration Date, or the date on which a change in control event occurs as defined in Section 409A (as described below). 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 the preceding paragraph calculated as if your employment had been terminated by reason 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 the next paragraph if your Approved Retirement does not constitute a separation from service. Prior to the Expiration Date, all restrictions applicable to the Units shall lapse and the Units shall vest fully and the shares of Common Stock represented thereby will be issued to you or your heirs, executors, administrators, estate or representatives, as applicable as expeditiously as practicable, but not more than 75 days, after your death, Disability or Approved Retirement (as such terms are defined in the Addendum), or Approved Retirement (as defined in . Prior to the Addendum) any time during the Restricted PeriodExpiration Date, all of restrictions applicable to the yet unvested Units will vest shall lapse 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 fully and the scheduled vesting date immediately prior shares of Common Stock represented thereby will be issued to you, subject to the termination date (or the Award Date limitations provided herein, if there was no such scheduled vesting dateshall occur a Change of Control (as hereinafter defined) divided by 365) of Deluxe. Such issuance shall vest and become non-forfeitable be made as of expeditiously as practicable, but not more than 75 days, following 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 Agreementfollowing. 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 constitute a “change in control event” as defined in Section 4(c) above409A, all Units then subject your right to restriction receive shares of Common Stock described above will become fully vested, but issuance of the shares shall vest not occur until the earliest of the date on which you incur a separation from service as defined in full Section 409A, the Expiration Date, the date of your Disability or the date on which a change in control event as defined in Section 409A occurs. If as a result of the Change of Control shares of Common Stock are converted into another form of property, such as stock of a company with which Deluxe is merged, or into the right to a cash payment, then in lieu of the shares of Common Stock you will receive the cash or other property that you would have received had you owned the shares of Common Stock immediately and become non-forfeitable upon prior to the Change of Control. (e) The provisions . Notwithstanding any other provision of this Agreement, if you are a “specified employee” as defined in Section 4 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 be subject to Sections 5(b) 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 8policy making personnel of Deluxe and its Affiliates.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason that of death, Recipient’s death or Disability (as defined in the AddendumPlan), or Approved Retirement (as defined in the Addendum) any time during the all unvested Restricted Period, all of the yet unvested Units will vest and the Stock Units shall become non-forfeitable immediately vest as of the date of such terminationdeath or Disability. (b) Subject to Section 4(c), in In the event your employment that, within twenty-four months after a Change in Control, Recipient is terminated during Terminated Without Cause by the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without CauseCompany or any successor Person, 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 or Resigns For Good Reason, and the scheduled Recipient is not a Participant in such Change in Control, the vesting date of all Restricted Stock Units which are not otherwise fully vested shall automatically accelerate so that all such Restricted Stock Units shall, immediately prior to when the termination date (Recipient is Terminated Without Cause or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and Resigns for Good Reason, become non-forfeitable as fully vested, free of the date of such terminationall restrictions. (c) Notwithstanding any provision contained In the event of a Corporate Transaction in this Agreement that would result in which the Restricted Stock Units vesting in full are not to be Appropriately Replaced at or in part at a later date, if, in connection with any Change prior to the effective time of Controlsuch Corporate Transaction, the acquiring vesting of all Restricted Stock Units which are not otherwise fully vested shall automatically accelerate so that all such Restricted Stock Units shall, immediately prior to the effective time of the Corporate Transaction, become fully vested, free of all restrictions. (d) In the event that, within twenty-four months after a Corporate Transaction at or prior to which the Restricted Stock Units have been Appropriately Replaced, Recipient is Terminated Without Cause by the Company or any successor Person, surviving or acquiring corporation or entityResigns For Good Reason, or an Affiliate of and the Recipient is not a Participant in 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”)Corporate Transaction, the vesting of all Restricted Stock Units then subject to restriction (or the substitute awards by which the Restricted Stock Units are Appropriately Replaced) which are not otherwise fully vested shall continue to vest as set forth in automatically accelerate so that all such Restricted Stock Units (or such substitute awards) shall, immediately when the Recipient is Terminated Without Cause or Resigns For Good Reason, become fully vested, free of all restrictions. (e) For purposes of this 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 Control2.3: (i) Your employment with the Company is terminated by the Company without Cause, (ii) Your employment with the Company is terminated by you Restricted Stock Units shall be considered “Appropriately Replaced” if, in addition to providing for Good Reason, or (iii) Vesting would otherwise occur on any earlier date acceleration 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. clause (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 2.3, at or prior to the Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Restricted Stock Units or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Restricted Stock Units existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions (including acceleration if the Recipient is Terminated Without Cause or Resigns For Good Reason) as were applicable to the Restricted Stock Units immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Restricted Stock Units (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be subject to Sections 5(b) made by the Evaluating Committee in its sole discretion and 8its determination shall be conclusive and binding.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason of death, Disability (as defined As provided in the Addendum), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all Section 2 of the yet unvested Units will vest First Letter Agreement, subject to Sections 5, 6 and the Units shall become non-forfeitable 7 below, as of the date of such termination. on which your Release (bas defined below) 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 Controlbecomes effective, the acquiring Personvesting of all of your currently outstanding equity awards that then remain unvested, surviving or acquiring corporation or entityother than the New RSUs, or an Affiliate of such corporation or entityshall be accelerated, 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 your continued employment with the Company through the Separation Date (and such awards shall remain outstanding and eligible to vest upon such Release effective date if the Release requirements are satisfied); provided that (i) the performance stock units granted with respect to the 2017/2018 performance measurement period (the “2017/2018 PSUs”) and the performance stock units granted with respect to the 2018/2019 performance measurement period (the “2018/2019 PSUs”) shall remain subject to the applicable performance-vesting criteria for the applicable performance periods and shall be settled only after performance is terminated by determined but in no event following March 15 of the Company without Cause, calendar year following the conclusion of the performance period, (ii) Your employment the 2018/2019 PSUs shall vest on a prorated basis based on the portion of the performance period completed prior to the Separation Date and (iii) if the Separation Date occurs coincident with, or within the 12-month period immediately after, the first occurrence of a Change in Control that occurs following the date of this Second Letter Agreement, the treatment of your outstanding equity awards (other than the New RSUs) will be as would have been provided in Section 9(b)(iv) and (v) of your Employment Agreement if you had suffered an Involuntary Termination on the Separation Date, rather than as provided in this Section 3. For the avoidance of doubt, assuming you remain employed with the Company is terminated by you for Good Reasonthrough the Separation Date, or (iii) Vesting would two additional installments of the New RSUs shall vest on February 1, 2019 and May 1, 2019, respectively, and the remainder of the unvested New RSUs shall be forfeited as of the Separation Date. Except as otherwise occur on any earlier date as provided under this Agreement. In the event of any such Change of Controlherein, the number of Replacement Equity Securities issuable under this Agreement outstanding equity awards shall continue to be determined governed by the Committee and settled and paid in accordance with Section 4(c) the terms 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 subparagraphapplicable award agreements. (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.

Acceleration of Vesting. (a) In the event your employment with Deluxe the Company is terminated by reason of death, Disability (as defined in the Addendum), ) or Approved Qualified Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units Shares will vest (i.e., the restrictions on the Shares shall lapse) and the Units Shares shall become non-forfeitable and transferable as of the date of such termination. (b) Subject to Section subparagraph 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 pro-rata portion of the next segment of Units scheduled to vest after the termination date Shares (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (or elapsed since the Award Date if there was no such scheduled vesting dateDate) divided by 365) then subject to restrictions shall vest and become non-forfeitable and transferable as of the date of such termination. (c) Notwithstanding any provision contained in this Agreement that would result in Units Shares 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 under it 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”)regulations, the Units Shares then subject to restriction shall continue to vest as set forth in Section 2, provided, however, the Units Shares 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 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 Securitiesreplacement equity securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securitiesreplacement equity securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph.. RS Ver. 12/17 US.115290760.02 (d) If the Change of Control does not meet the continuation or replacement criteria specified in Section subparagraph 4(c) above, all Units Shares 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.

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 Qualified Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will vest (i.e., the restrictions on the Units shall lapse) and the Units shall become non-forfeitable as of the date of such termination. (b) Subject to Section subparagraph 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 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 elapsed since the Award Date if there was no such scheduled vesting dateDate) divided by 365) then subject to restrictions 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 Units issuable upon settlement of the Units under it 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 provincial securities laws and regulations (“Replacement Equity Securities”)regulations, 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 Deluxe is terminated by the Company Deluxe without Cause, (ii) Your employment with the Company is terminated by you for Good Reason, or (iiiii) 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 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 Units shall thereafter be deemed to refer to the Replacement Equity Securitiesreplacement equity securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securitiesreplacement 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 subparagraph 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.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason of death, Optionee’s death or Disability (as defined in the AddendumPlan), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will Unvested Options shall immediately vest and the Units shall become non-forfeitable as of the date of such terminationdeath or Disability. (b) Subject to Section 4(c), in In the event your employment that, within twenty-four months after a Change in Control, Optionee is terminated during Terminated Without Cause by the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without CauseCompany or any successor Person, 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 or Resigns For Good Reason, and the scheduled Optionee is not a Participant in such Change in Control, the vesting date of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, immediately when the Optionee is Terminated Without Cause or Resigns for Good Reason, become fully vested, free of all restrictions. 2 (c) In the event of a Corporate Transaction in which the Unvested Options are not to be Appropriately Replaced at or prior to the effective time of such Corporate Transaction, the vesting of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, 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 effective time of the date Corporate Transaction, become fully vested, free 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 subparagraphrestrictions. (d) If In the Change event that, within twenty-four months after a Corporate Transaction at or prior to which the Unvested Options have been Appropriately Replaced, Optionee is Terminated Without Cause by the Company or any successor Person, or Resigns For Good Reason, and the Optionee is not a Participant in such Corporate Transaction, the vesting of Control does all Unvested Options (or the substitute awards by which the Unvested Options are Appropriately Replaced) which are not meet otherwise fully vested shall automatically accelerate so that all such Unvested Options (or such substitute awards) shall, immediately when the continuation Optionee is Terminated Without Cause or replacement criteria specified in Section 4(c) aboveResigns For Good Reason, become fully vested, free of all Units then subject to restriction shall vest in full immediately and become non-forfeitable upon the Change of Controlrestrictions. (e) The provisions For purposes of this Section 4 II.C.: i. Unvested Options shall be subject considered “Appropriately Replaced” if, in addition to Sections 5(bproviding for acceleration as provided in clause (d) of this Section II.C., at or prior to the Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Unvested Options or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Unvested Options existing immediately prior to the Corporate Transaction, on substantially the same vesting and 8other terms and conditions (including acceleration if the Optionee is Terminated Without Cause or Resigns For Good Reason) as were applicable to the Unvested Options immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Unvested Options (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Evaluating Committee in its sole discretion and its determination shall be conclusive and binding.

Acceleration of Vesting. (a) In the event your Except as set forth in this Section 3(a) and in Section 3(b) of this Instrument, any Outstanding Awarded Cash Amount shall become fully vested and no longer subject to any forfeiture restrictions under this Instrument if Employee’s employment with Deluxe is terminated the Company or an affiliate thereof terminates by reason of deathhis or her Qualifying Termination; provided, Disability (as defined however, that in the Addendum)event such Qualifying Termination constitutes a Non-Cause Termination that occurs prior to the Trigger Event, or Approved Retirement the Outstanding Awarded Cash Amount due to such Employee shall be equal to the Awarded Cash Amount granted hereunder multiplied by a fraction, (as defined in i) the Addendum) any time during numerator of which is the Restricted Period, all number of the yet unvested Units will vest and the Units shall become non-forfeitable as of calendar months that have elapsed from the date of the effectiveness of this Instrument to the date of Employee’s termination due to such terminationNon-Cause Termination (counting a month as having elapsed if the Employee was employed by the Company or an affiliate thereof on the last business day of the month) and (ii) the denominator of which is 34; provided further, that the amount actually paid to the Employee in respect of such Non-Cause Termination shall be reduced by the amount of the Awarded Cash Amount that has previously vested in respect of such Employee, if any. (b) Subject to This Section 4(c), 3(b) shall apply 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 entityEmployee is, or an Affiliate of such corporation or entityhereafter becomes, 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 an Employment Agreement. In the event Employee is, or hereafter becomes, subject to an Employment Agreement, then, except as provided in the following sentence, the provisions of Section 2 and this Section 3 regarding Qualifying Termination shall cease to apply as of the commencement of the Trigger Event, such that, no accelerated vesting of any such Change Outstanding Awarded Cash Amount shall occur as a result of Control, any Qualifying Termination that occurs on or after the number of Replacement Equity Securities issuable under this Agreement shall be determined by the Committee in accordance with Section 4(c) commencement of the PlanTrigger Event. In the event Furthermore, no provision of any such Change of Controlplan, all references herein Employment Agreement or other agreement or arrangement pertaining to the Shares shall thereafter be deemed to refer to the Replacement Equity Securities, references to Deluxe or Employee and the Company or an affiliate thereof (“Relevant Agreement”) shall thereafter be deemed cause any such Outstanding Awarded Cash Amount to refer to vest on an accelerated basis in connection with a Qualifying Termination that occurs on or after the issuer commencement of such Replacement Equity SecuritiesTrigger Event, and all other terms of unless, prior to such Trigger Event, this Section 3(b) is amended (in writing), a Relevant Agreement shall continue that is in effect except as and of the date hereof is amended (in writing), or a Relevant Agreement is first prepared (in writing) after the date hereof to specifically provide for such vesting. For the extent modified by this subparagraph. (d) If the Change avoidance of Control does not meet the continuation or replacement criteria specified doubt, nothing 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 3(b) shall be subject to Sections 5(b) and 8prevent any Outstanding Awarded Cash Amount from vesting, if the Employee otherwise meets the requirements for such vesting hereunder by continued employment with the Company or any affiliate thereof after the occurrence of a Trigger Event.

Acceleration of Vesting. (a) In the event of your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendum), or Approved Retirement (as defined in the Addendum) death any time during the Restricted Period, all of the yet unvested Units will vest (i.e., the restrictions on the Units shall lapse), the Restricted Period will end and the Units shall become non-forfeitable as of the date of such terminationyour death. (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 exercise 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”)regulations, 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 the Restricted Period will end if, within twelve months of the date of the Change of Control: : (i) Your employment with the Company (or any successor company or affiliated entity with which you are then employed) is terminated by the Company or such other employer without Cause, , (ii) Your employment with the Company (or any successor company or affiliated entity with which you are then employed) is terminated by you for Good Reason, or 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 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 Units shall thereafter be deemed to refer to the Replacement Equity Securitiesreplacement equity securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securitiesreplacement equity securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph. (dc) If the Change of Control does not meet the continuation or replacement criteria specified in Section 4(csubparagraph 4(b) aboveabove or if your employment was terminated prior to the Change of Control (i) by Deluxe without Cause or by you for Good Reason on or prior to the second anniversary of the Award Date or (ii) due to Disability, all Units then subject to restriction shall vest in full immediately and become non-forfeitable the Restricted Period will end upon the Change of Control. (e) The provisions of this Section 4 shall be subject to Sections 5(b) and 8.

Acceleration of Vesting. Except as provided below, your rights in and to the Units shall terminate on the termination date of your employment by any company in a group of companies consisting of Deluxe and its Affiliates, which is not followed by your immediate re-employment by any other member of said group, for any reason if that termination occurs prior to the Expiration Date. If your employment is terminated prior to the Expiration Date by action of Deluxe or any Affiliate other than for Cause (as hereinafter defined), you will receive a cash payment from Deluxe equal to the portion of your cash incentive award that you elected to apply to the acquisition of Units (“Base Amount”) (less any applicable tax withholding), made as expeditiously as practicable, but not more than 75 days, following the date of termination. If you voluntarily resign or are terminated for Cause prior to the Expiration Date, you will receive a cash payment from Deluxe equal to the lesser of (a) the Base Amount or (b) an amount equal to the number of Units attributable to the Base Amount as of the issue date multiplied by the closing price of the Common Stock on the effective date of your resignation or termination for Cause, which payment (less any applicable tax withholding) will be made as expeditiously as practicable, but not more than 75 days, following the effective date of your resignation. In order to satisfy the event requirements of Section 409A of the Internal Revenue Code and the IRS regulations thereunder (“Section 409A”), the following provisions will apply. If your employment with Deluxe is terminated prior to the Expiration Date, but the termination does not constitute a “separation from service” as defined in Section 409A, then you will have the right to receive the payment described in the preceding paragraph, but the payment will be deferred until the earliest of the date on which you incur a separation from service as defined in Section 409A, the Expiration Date, or the date on which a change in control event occurs as defined in Section 409A (as described below). 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 the preceding paragraph calculated as if your employment had been terminated by reason 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 the next paragraph if your Approved Retirement does not constitute a separation from service. Prior to the Expiration Date, all restrictions applicable to the Units shall lapse and the Units shall vest fully and the shares of Common Stock represented thereby will be issued to you or your heirs, executors, administrators, estate or representatives, as applicable as expeditiously as practicable, but not more than 75 days, after your death, Disability or Approved Retirement (as such terms are defined in the Addendum), or Approved Retirement (as defined in . Prior to the Addendum) any time during the Restricted PeriodExpiration Date, all of restrictions applicable to the yet unvested Units will vest shall lapse 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 fully and the scheduled vesting date immediately prior shares of Common Stock represented thereby will be issued to you, subject to the termination date (or the Award Date limitations provided herein, if there was no such scheduled vesting dateshall occur a Change of Control (as hereinafter defined) divided by 365) of Deluxe. Such issuance shall vest and become non-forfeitable be made as of expeditiously as practicable, but not more than 75 days, following 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 Agreementfollowing. 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 constitute a “change in control event” as defined in Section 4(c) above409A, all Units then subject your right to restriction receive shares of Common Stock described above will become fully vested, but issuance of the shares shall vest not occur until the earliest of the date on which you incur a separation from service as defined in full Section 409A, the Expiration Date, the date of your Disability or the date on which a change in control event as defined in Section 409A occurs. If as a result of the Change of Control shares of Common Stock are converted into another form of property, such as stock of a company with which Deluxe is merged, or into the right to a cash payment, then in lieu of the shares of Common Stock you will receive the cash or other property that you would have received had you owned the shares of Common Stock immediately and become non-forfeitable upon prior to the Change of Control. (e) The provisions . Notwithstanding any other provision of this Agreement, if you are a “specified employee” as defined in Section 4 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 be subject to Sections 5(b) 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 8policy making personnel of Deluxe and its Affiliates.

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.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason that of death, Recipient’s death or Disability (as defined in the AddendumPlan), all unvested Restricted Stock Units shall immediately vest as of the date of death or Approved Retirement (as defined Disability. In the event of a Change of Control, and the Recipient is not a Participant in the Addendum) any time during the Restricted Periodsuch Change in Control, all of the yet unvested Units will vest and the Restricted Stock Units shall become non-forfeitable immediately vest 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 a Corporate Transaction in which the Restricted Stock Units are not to be Appropriately Replaced at or prior to the effective time of such Change of ControlCorporate Transaction, the number vesting of Replacement Equity Securities issuable under this Agreement all Restricted Stock Units which are not otherwise fully vested shall be determined by automatically accelerate so that all such Restricted Stock Units shall, immediately prior to the Committee in accordance with Section 4(c) effective time of the PlanCorporate Transaction, become fully vested, free of all restrictions. 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 For purposes of this Section 4 2.3: Restricted Stock Units shall be subject considered “Appropriately Replaced” if, at or prior to Sections 5(bthe Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Restricted Stock Units or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Restricted Stock Units existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions as were applicable to the Restricted Stock Units immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and 8if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Restricted Stock Units (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Evaluating Committee in its sole discretion and its determination shall be conclusive and binding.

Acceleration of Vesting. (a) The restrictions with respect to fifty percent (50%) of the Shares will lapse (i.e., the Shares will “vest”), and such Shares shall thereupon become non-forfeitable and transferable, as of the first anniversary of the Award Date, provided (i) you are an employee of the Company on such anniversary date and (ii) the Company has achieved the Performance Threshold set forth in the Addendum to this Agreement, as determined by the Compensation Committee of Deluxe’s Board of Directors. (b) In the event your employment with Deluxe the Company is terminated by reason of death, Disability (as defined in or Qualified Retirement prior to the Addendum), or Approved Retirement (as defined in third anniversary of the Addendum) any time during the Restricted PeriodAward Date, all of the yet unvested Units Shares will vest and the Units Shares shall become non-forfeitable and transferable as of the date of such termination. (bc) Subject to Section 4(csubparagraph 4(d), 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 pro-rata portion of the next segment of Units scheduled to vest after the termination date Shares (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (or months elapsed since the Award Date if there was no such scheduled vesting dateDate) divided by 365) then subject to restrictions shall vest and become non-forfeitable and transferable as of the date of such termination. (cd) Notwithstanding any provision contained in this Agreement that would result in Units Shares vesting in full or in part at a later date, if, in connection with any “Change of Control” (as defined in the Addendum), the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate affiliate of such corporation or entity, elects to assume the obligations of Deluxe under continue this Agreement in effect 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 registered under the Securities Act of American Depository Receipts or any similar method) 1933 and are freely transferable under all applicable federal and state securities laws and regulations (“Replacement Equity Securities”)regulations, the Units Shares 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 (or any successor company or affiliated entity with which you are then employed) is terminated by the Company or such other employer without Cause, (ii) Your employment with the Company (or any successor company or affiliated entity with which you are then employed) is terminated by you for “Good Reason” (as defined in the Addendum), or (iii) Vesting would otherwise occur on any 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 replacement equity securities shall be determined by multiplying the Committee exchange ratio used in accordance connection with Section 4(cthe Change of Control for determining the number of replacement equity securities issuable for the outstanding shares of Deluxe’s common stock, or if there is no such ratio, an exchange ratio established or accepted by the Continuing Directors (as defined in the Addendum) so as to preserve the same economic value in this Award as existed prior to the Change of the PlanControl. 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 Securitiesreplacement equity securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securitiesreplacement equity securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph. (de) If the Change of Control does not meet the continuation or replacement criteria specified in Section 4(csubparagraph 4(d) above, all Units Shares 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.

Acceleration of Vesting. Provided that Employee satisfies (athrough the date he returns the Confirming Release) In the event your employment requirements to receive the Separation Payment as set forth in Section 2 above (and so long as Employee does not exercise his revocation right with Deluxe is terminated by reason respect to the Confirming Release), then as of deaththe Separation Date, Disability the Company shall accelerate the vesting of all outstanding unvested long-term incentive awards (excluding those awards granted pursuant to a Notice of Grant of Change in Control Restricted Stock Unit) granted to Employee pursuant to the Company’s Amended and Restated Long Term Incentive Plan (the “LTIP”) such that a total of 32,456 Restricted Stock Units (as defined in the Addendum), or Approved Retirement (as defined in the AddendumLTIP) any time during the Restricted Period, all of the yet that were 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 immediately before the event your employment is terminated during the Restricted Period after the first anniversary of the Award Separation 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 vested as of the date of Separation Date (such termination. Restricted Stock Units subject to this accelerated vesting are referred to herein as the “Accelerated Shares”); provided, however 12,772 (c39.35%) 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 Accelerated Shares will be withheld by the Company without Cause, as withholding towards Employee’s federal income tax obligations. The Company agrees that it will timely remit to the U.S. Treasury on Employee’s behalf such income tax withholding in an amount equal to the value of 12,772 shares of the Company’s publicly-traded stock as of the Separation Date. The Company expressly promises and agrees that, no later than the first (ii1st) Your employment with business day following the date that the Confirming Release has been executed by Employee and returned to the Company is terminated pursuant to Section 7 below and become no longer revocable, it shall initiate the process to cause the remaining 19,684 Accelerated Shares to be fully settled and freely tradeable by you Employee in his personal trading account as currently designated to the Company as his repository for Good Reasonall vested LTIP grants. Employee expressly agrees and promises that, or (iii) Vesting would otherwise occur on any earlier date as provided under this Agreement. In following the event of any such Change of ControlSeparation Date, the number of Replacement Equity Securities issuable under this Agreement he shall be determined by the Committee in accordance with Section 4(c) not sell more than 10,000 of the Plan. In the event of Accelerated Shares in 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 subparagraphone day. (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.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason that of death, Recipient’s death or Disability (as defined in the AddendumPlan), all unvested Restricted Stock Units shall immediately vest as of the date of death or Approved Retirement Disability. (as defined b) In the event of a Change of Control, and the Recipient is not a Participant in the Addendum) any time during the Restricted Periodsuch Change in Control, all of the yet unvested Units will vest and the Restricted Stock Units shall become non-forfeitable immediately vest 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. (ec) The provisions In the event of a Corporate Transaction in which the Restricted Stock Units are not to be Appropriately Replaced at or prior to the effective time of such Corporate Transaction, the vesting of all Restricted Stock Units which are not otherwise fully vested shall automatically accelerate so that all such Restricted Stock Units shall, immediately prior to the effective time of the Corporate Transaction, become fully vested, free of all restrictions. (d) For purposes of this Section 4 2.4: (i) Restricted Stock Units shall be subject considered “Appropriately Replaced” if, at or prior to Sections 5(bthe Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Restricted Stock Units or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Restricted Stock Units existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions as were applicable to the Restricted Stock Units immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and 8if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Restricted Stock Units (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Evaluating Committee in its sole discretion and its determination shall be conclusive and binding.

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 [during/on or after the first anniversary of the Award Date but prior to the end of] the Restricted Period 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 Dateif 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.

Acceleration of Vesting.  (a) In the event your employment with Deluxe is terminated by reason of death, Optionee's death or Disability (as defined in the AddendumPlan), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will Unvested Options shall immediately vest and the Units shall become non-forfeitable as of the date of such terminationdeath or Disability. (b) Subject to Section 4(c), in In the event your employment that, within twenty-four months after a Change in Control, Optionee is terminated during Terminated Without Cause by the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without CauseCompany or any successor Person, 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 or Resigns For Good Reason, and the scheduled Optionee is not a Participant in such Change in Control, the vesting date of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, immediately when the Optionee is Terminated Without Cause or Resigns for Good Reason, become fully vested, free of all restrictions.  (c) In the event of a Corporate Transaction in which the Unvested Options are not to be Appropriately Replaced at or prior to the effective time of such Corporate Transaction, the vesting of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, immediately prior to the termination date effective time of the Corporate Transaction, become fully vested, free of all restrictions.  (d) In the event that, within twenty-four months after a Corporate Transaction at or prior to which the Unvested Options have been Appropriately Replaced, Optionee is Terminated Without Cause by the Company or any successor Person, or Resigns For Good Reason, and the Optionee is not a Participant in such Corporate Transaction, the vesting of all Unvested Options (or the Award Date if there was no substitute awards by which the Unvested Options are Appropriately Replaced) which are not otherwise fully vested shall automatically accelerate so that all such scheduled vesting dateUnvested Options (or such substitute awards) divided by 365shall, immediately when the Optionee is Terminated Without Cause or Resigns For Good Reason, become fully vested, free of all restrictions.  (e) For purposes of this Section II.C.:  (i) Unvested Options shall vest and become non-forfeitable be considered "Appropriately Replaced" if, in addition to providing for acceleration as provided in clause (d) of this Section II.C., at or prior to the Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company {the "Evaluating Committee"), the Unvested Options or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Unvested Options existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions (including acceleration if the Optionee is Terminated Without Cause or Resigns For Good Reason) as were applicable to the Unvested Options immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such termination. transaction (c) Notwithstanding any provision contained in this Agreement that would result in Units vesting in full or in part at and if holders were offered a later date, if, in connection with any Change choice of Controlconsideration, the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate type of such corporation or entity, elects to assume consideration chosen by the obligations holders of Deluxe under this Agreement and to replace the Shares issuable upon settlement a majority of the Units with other equity securities that are listed on a national securities exchange (including by use outstanding shares 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”Common Stock), the Units then subject to restriction shall continue to vest as set forth in Section 2, ; provided, however, that if such consideration to be received in the Units shall vest in full and become non-forfeitable if, within twelve months transaction constituting a Corporate Transaction is not solely cash and/or common stock of the date successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Change Unvested Options (or the substituted award) will be common stock of Control: (i) Your employment with the Company is terminated successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be made 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 Evaluating Committee in its sole discretion and its determination 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, conclusive and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraphbinding. (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.

Acceleration of Vesting. (ai) In If you have been continuously employed by the event your employment with Deluxe is terminated by reason Company or a Subsidiary from the date of death, Disability (as defined in this Agreement until the Addendum), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all consummation of a Sale of the yet unvested Units will vest and Company, the Units shall portion of your outstanding Option which has not become non-forfeitable vested as of the date of such termination. (b) Subject event shall immediately vest and become exercisable with respect to Section 4(c), in the event your employment is terminated during the Restricted Period after the first anniversary 100% 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 Time Shares immediately prior to the termination consummation of such Sale of the Company; (ii) If you have been continuously employed by the Company or a Subsidiary from the date (or of this Agreement until the Award Date if there was no consummation of a Sale of the Company prior to the fifth anniversary of the Closing Date, the portion of your outstanding Option which has not become eligible for vesting at the date of such scheduled vesting date) divided by 365) event shall immediately vest and become non-forfeitable exercisable with respect to the number of the Performance Shares equal to (a) the number of Performance Shares which would have been subject to vesting after the date of the consummation of such Sale of the Company multiplied by (b) your Current Vested Performance Percentage as of the date of the consummation of such terminationSale of the Company. For example, if (x) the Company has met the EBITDA Goal for the Company's fiscal (1) Such Performance Shares shall vest and become exercisable immediately prior to the consummation of such Sale of the Company. (ciii) Notwithstanding Section 2(d)(ii) hereof, if you have been continuously employed by the Company or a Subsidiary from the date of this Agreement until the consummation of a Sale of the Company prior to the fifth anniversary of the Closing Date and pursuant to which the GTCR Investors receive Cash Inflows in an aggregate amount in excess of three (3.0) times the GTCR Investors' aggregate Cash Outflows with respect to the GTCR Investors' Preferred Shares and Common Shares (assuming vesting of Common Shares and all options to acquire Common Shares to be vested in connection with such Sale of the Company), the portion of your outstanding Option which has not become vested at the date of such event (whether due to a failure to meet EBITDA Goals or otherwise) shall immediately vest and become exercisable with respect to 100% of the Performance Shares. Such Performance Shares shall vest and become exercisable immediately prior to the consummation of such Sale of the Company. (iv) Notwithstanding any provision contained to the contrary in this Agreement, if you have been continuously employed by the Company or a Subsidiary from the date of this Agreement until the consummation of a Sale of the Company, in the event of a Sale of the Company, the Board may provide, in its sole discretion, that would result in Units vesting in full your Option (or in part at a later date, if, portion thereof) shall immediately vest and become exercisable with respect to your Performance Shares in connection with such Sale of the Company. (v) Notwithstanding any Change provision to the contrary in this Agreement, in any event, any portion of Controlyour Option which has not been exercised prior to or in connection with the Sale of the Company shall expire and be forfeited, unless otherwise determined by the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate Committee in its sole discretion. (1) Note: The 27% would equal (a) 40% (i.e. the portion of Performance Shares which would have been subject to vesting after the date of the consummation of such corporation or entity, elects to assume the obligations of Deluxe under this Agreement and to replace the Shares issuable upon settlement Sale of the Units with other equity securities that are listed on a national securities exchange Company) multiplied by (including by use of American Depository Receipts or any similar methodb) and are freely transferable under all applicable federal and state securities laws and regulations 66.67% (“Replacement Equity Securities”), i.e. the Units then subject to restriction shall continue to vest Current Vested Performance Percentage 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 consummation 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) Sale 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 subparagraphCompany). (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.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendum)Disability, involuntary termination without Cause 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. (dc) If the Change of Control does not meet the continuation or replacement criteria specified in Section 4(c4(b) above, all Units then subject to restriction shall vest in full immediately and become non-forfeitable upon the Change of Control. (ed) The provisions of this Section 4 shall be subject to Sections 5(b) and 8.

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 subparagraph 4(c), in the event (i) your employment is terminated during on or prior to the Restricted Period after the first second anniversary of the Award Date and is (x) by reason the Company without Cause or (y) by you for Good Reason; and (ii) you execute and do not rescind a Release (as defined in the Employment Agreement) and remain at all times in material compliance with the restrictive covenants applicable to you, including but not limited to those continuing obligations set forth in the Employment Agreement, your Units shall continue to vest in accordance with timing set forth in Section 2 of involuntary termination without Cause, a pro rata portion this Agreement for the duration 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 terminationRestricted Period. (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.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason that of death, Optionee’s death or Disability (as defined in the AddendumPlan), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will Unvested Options shall immediately vest and the Units shall become non-forfeitable as of the date of such terminationdeath or Disability. (b) Subject to Section 4(c), in In the event your employment that, within twenty-four months after a Change in Control, Optionee is terminated during Terminated Without Cause by the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without CauseCompany or any successor Person, 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 or Resigns For Good Reason, and the scheduled Optionee is not a Participant in such Change in Control, the vesting date of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, immediately prior to when the termination date (Optionee is Terminated Without Cause or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and Resigns for Good Reason, become non-forfeitable as fully vested, free of the date of such terminationall restrictions. (c) Notwithstanding any provision contained In the event of a Corporate Transaction in this Agreement that would result in Units vesting in full which the Unvested Options are not to be Appropriately Replaced at or in part at a later date, if, in connection with any Change prior to the effective time of Controlsuch 2 Corporate Transaction, the acquiring vesting of all Unvested Options which are not otherwise fully vested shall automatically accelerate so that all such Unvested Options shall, immediately prior to the effective time of the Corporate Transaction, become fully vested, free of all restrictions. (d) In the event that, within twenty-four months after a Corporate Transaction at or prior to which the Unvested Options have been Appropriately Replaced, Optionee is Terminated Without Cause by the Company or any successor Person, surviving or acquiring corporation or entityResigns For Good Reason, or an Affiliate of and the Optionee is not a Participant in 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”)Corporate Transaction, the Units then subject to restriction vesting of all Unvested Options (or the substitute awards by which the Unvested Options are Appropriately Replaced) which are not otherwise fully vested shall continue to vest as set forth in automatically accelerate so that all such Unvested Options (or such substitute awards) shall, immediately when the Optionee is Terminated Without Cause or Resigns For Good Reason, become fully vested, free of all restrictions. (e) For purposes of this 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 ControlII.C.: (i) Your employment with the Company is terminated by the Company without Cause, (ii) Your employment with the Company is terminated by you Unvested Options shall be considered “Appropriately Replaced” if, in addition to providing for Good Reason, or (iii) Vesting would otherwise occur on any earlier date acceleration 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. clause (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 II.C., at or prior to the Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Unvested Options or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Unvested Options existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions (including acceleration if the Optionee is Terminated Without Cause or Resigns For Good Reason) as were applicable to the Unvested Options immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Unvested Options (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be subject to Sections 5(b) made by the Evaluating Committee in its sole discretion and 8its determination shall be conclusive and binding.

Acceleration of Vesting. (a) In the event your employment with Deluxe the Company is terminated by reason of death, Disability (as defined in the Addendum), or Approved Qualified Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units Shares will vest (i.e., the restrictions on the Shares shall lapse) and the Units Shares shall become non-forfeitable and transferable as of the date of such termination. (b) Subject to Section subparagraph 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 pro-rata portion of the next segment of Units scheduled to vest after the termination date Shares (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (or elapsed since the Award Date if there was no such scheduled vesting dateDate) divided by 365) then subject to restrictions shall vest and become non-forfeitable and transferable as of the date of such termination. (c) Notwithstanding any provision contained in this Agreement that would result in Units Shares 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 under it 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”)regulations, the Units Shares 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 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 Securitiesreplacement equity securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securitiesreplacement 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 subparagraph 4(c) above, all Units Shares 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.

Acceleration of Vesting. (a) All Options shall immediately vest and become exercisable immediately prior to a Change in Control. Any Options remaining unexercised upon a Change in Control shall lapse upon such Change in Control and shall be null and void. (b) No Options granted under the Plan may be exercised more than ten years from the Grant Date. Upon the termination of the Optionee’s employment with or service to the Company for the reasons set forth below, the Options may be exercised as follows: (i) In the event your of the death of an Optionee (i) while an employee or a Nonemployee Director of the Company, (ii) within the twelve (12) month period after termination of employment with Deluxe is terminated by reason or service to the Company because of deathtotal and permanent disability, Disability (as defined in the AddendumCode Section 105(d)(4), or Approved Retirement (iii) within the three (3) year period after termination of employment with or service to the Company because of normal or late retirement, as those terms are defined in II-VI’s profit sharing plan, any unvested portion of such Optionee’s Options will immediately vest and may be exercised by the Optionee’s estate at any time, or from time to time, within one (1) year of the date such Optionee’s death but in no event later than the Expiration Date. (ii) If an Optionee’s employment with or service to the Company shall terminate because of total and permanent disability, as defined in the AddendumCode Section 105(d)(4), any unvested portion of such Optionee’s Options will immediately vest and may be exercised at any time, or from time to time, within twelve (12) any time during the Restricted Period, all months of the yet date of termination of employment or service, but in no event later than the Expiration Date. (iii) If an Optionee’s employment with or service to the Company shall terminate because of his normal or late retirement as those terms are defined in the Company’s profit sharing plan, or, in the case of a Nonemployee Director, upon the attainment of 9 years of service on the Board, any unvested Units portion of such Optionee’s Options will continue to vest and become exercisable in accordance with the Units schedule set forth under Section 2 of this Agreement and may be exercised by the Optionee at any time, or from time to time, prior to the Expiration Date. (iv) Except as otherwise provided by the Committee , in its sole discretion, if an Optionee’s employment with or service to the Company shall become terminate for any reason other than death, total and permanent disability, normal or late retirement as those terms are defined in II-VI’s profit sharing plan, or Cause, the non-forfeitable vested portion of the Option shall be deemed canceled and forfeited on the date of Optionee’s termination of employment or services and the vested portion of the Option, if any, as of the date of such terminationtermination shall remain exercisable for the lesser of (i) a period of 90 calendar days following such termination of employment or service, or (ii) until the Expiration Date. (bv) Subject Notwithstanding any provision of this Agreement to Section 4(c)the contrary, in if an Optionee’s employment with or service to the event your employment is terminated during the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without Company shall terminate for Cause, a pro rata portion all of such Optionee’s rights to exercise the next segment of Units scheduled to vest after the termination date Options (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (whether vested or the Award Date if there was no such scheduled vesting date) divided by 365unvested) shall vest and become non-forfeitable as of terminate on the date of such terminationtermination of employment or service. (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.

Acceleration of Vesting. Notwithstanding Section 4 above, (aA) In in the event of your employment with Deluxe is terminated by reason Involuntary Termination (other than Involuntary Termination upon a Change of deathControl) during the first twelve (12) months following your Start Date, Disability (as defined the vesting applicable to the Option, or right to repurchase in the Addendumevent of a Restricted Stock Grant, as well as any other equity awards that have been granted to you but have not yet vested, shall accelerate (or the Company’s repurchase right with respect to such shares underlying the Option and any other equity award shall lapse) as to that number of shares that would have vested over the 12-month period following the date of such Involuntary Termination, such acceleration effective immediately prior to such termination; (B) in the event of your Involuntary Termination (other than Involuntary Termination upon a Change of Control) more than twelve (12) months following your Start Date (i.e. on or after October 1, 2009), the vesting applicable to the Option, as well as any other equity awards that have been granted to you but have not yet vested, shall accelerate (or Approved Retirement (the Company’s repurchase right with respect to such shares underlying the Option and any other equity award shall lapse) as defined in the Addendum) any time during the Restricted Period, all to one half of the yet unvested Units will vest and the Units shall become non-forfeitable shares as of the date of such Involuntary Termination, such acceleration effective immediately prior to such termination. ; and (bC) Subject to Section 4(c), in the event your employment is terminated during the Restricted Period Involuntary Termination occurs within twelve (12) months after the first anniversary date of a Change of Control transaction, then the Award Date by reason of involuntary termination without Causevesting applicable to the Option, a pro rata portion of as well as any other equity awards that have been granted but have not yet vested, shall accelerate (or the next segment of Units scheduled Company’s repurchase right with respect to vest after such shares underlying the termination date (based on Option and any other equity award shall lapse) as to all remaining shares that are unvested at the number of completed days between the termination date and the scheduled vesting date time your employment terminates, such acceleration effective 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.

Acceleration of Vesting. Except as provided below, your rights in and to the Units shall terminate on the termination date of your employment by any company in a group of companies consisting of Deluxe and its Affiliates, which is not followed by your immediate re-employment by any other member of said group, for any reason if that termination occurs prior to the Expiration Date. If your employment is terminated prior to the Expiration Date by action of Deluxe or any Affiliate other than for Cause (as hereinafter defined), you will receive a payment from Deluxe equal to the portion of your cash incentive award that you elected to apply to the acquisition of Units (“Base Amount”) plus any earned but unpaid dividend equivalents thereon payable in shares of Common Stock, cash, or a combination of the two in the discretion of the Committee (less any applicable tax withholding), made as expeditiously as practicable, but not more than 75 days, following the date of termination. If you voluntarily resign or are terminated for Cause prior to the Expiration Date, you will receive a payment from Deluxe payable in shares of Common Stock, cash, or a combination of the two in the discretion of the Committee equal to the lesser of (a) the Base Amount or (b) an amount equal to the number of Units attributable to the Base Amount as of the issue date multiplied by the closing price of the Common Stock on the effective date of your resignation or termination for Cause, which payment (less any applicable tax withholding) will be made as expeditiously as practicable, but not more than 75 days, following the effective date of your resignation. In order to satisfy the event requirements of Section 409A of the Internal Revenue Code and the IRS regulations thereunder (“Section 409A”), the following provisions will apply. If your employment with Deluxe is terminated prior to the Expiration Date, but the termination does not constitute a “separation from service” as defined in Section 409A, then you will have the right to receive the payment described in the preceding paragraph, but the payment will be deferred until the earliest of the date on which you incur a separation from service as defined in Section 409A, the Expiration Date, or the date on which a change in control event occurs as defined in Section 409A (as described below). 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 the preceding paragraph calculated as if your employment had been terminated by reason 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 the next paragraph if your Approved Retirement does not constitute a separation from service. Prior to the Expiration Date, all restrictions applicable to the Units shall lapse and the Units shall vest fully and the shares of Common Stock represented thereby will be issued to you or your heirs, executors, administrators, estate or representatives, as applicable as expeditiously as practicable, but not more than 75 days, after your death, Disability or Approved Retirement (as such terms are defined in the Addendum), or Approved Retirement (as defined in . Prior to the Addendum) any time during the Restricted PeriodExpiration Date, all of restrictions applicable to the yet unvested Units will vest shall lapse 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 fully and the scheduled vesting date immediately prior shares of Common Stock represented thereby will be issued to you, subject to the termination date (or the Award Date limitations provided herein, if there was no such scheduled vesting dateshall occur a Change of Control (as hereinafter defined) divided by 365) of Deluxe. Such issuance shall vest and become non-forfeitable be made as of expeditiously as practicable, but not more than 75 days, following 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 Agreementfollowing. 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 constitute a “change in control event” as defined in Section 4(c) above409A, all Units then subject your right to restriction receive shares of Common Stock described above will become fully vested, but issuance of the shares shall vest not occur until the earliest of the date on which you incur a separation from service as defined in full Section 409A, the Expiration Date, the date of your Disability or the date on which a change in control event as defined in Section 409A occurs. If as a result of the Change of Control shares of Common Stock are converted into another form of property, such as stock of a company with which Deluxe is merged, or into the right to a cash payment, then in lieu of the shares of Common Stock you will receive the cash or other property that you would have received had you owned the shares of Common Stock immediately and become non-forfeitable upon prior to the Change of Control. (e) The provisions . Notwithstanding any other provision of this Agreement, if you are a “specified employee” as defined in Section 4 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 be subject to Sections 5(b) 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 8policy making personnel of Deluxe and its Affiliates.

Acceleration of Vesting. (a) In the event your employment with Deluxe is terminated by reason that of death, Recipient’s death or Disability (as defined in the AddendumPlan), or Approved Retirement (as defined in the Addendum) any time during the all unvested Restricted Period, all of the yet unvested Units will vest and the Stock Units shall become non-forfeitable immediately vest as of the date of such termination. (b) Subject to Section 4(c), in death or Disability. In the event your employment that, within twenty-four months after a Change in Control, Recipient is terminated during Terminated Without Cause by the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without CauseCompany or any successor Person, 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 or Resigns For Good Reason, and the scheduled vesting date immediately prior to the termination date (or the Award Date if there was no Recipient is not a Participant in 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 Change 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 Personvesting of all Restricted Stock Units which are not otherwise fully vested shall automatically accelerate so that all such Restricted Stock Units shall, surviving immediately when the Recipient is Terminated Without Cause 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 Resigns for Good Reason, or (iii) Vesting would otherwise occur on any earlier date as provided under this Agreementbecome fully vested, free of all restrictions. In the event of any a Corporate Transaction in which the Restricted Stock Units are not to be Appropriately Replaced at or prior to the effective time of such Change of ControlCorporate Transaction, the number vesting of Replacement Equity Securities issuable under this Agreement all Restricted Stock Units which are not otherwise fully vested shall be determined by automatically accelerate so that all such Restricted Stock Units shall, immediately prior to the Committee in accordance with Section 4(c) effective time of the PlanCorporate Transaction, become fully vested, free of all restrictions. In the event that, within twenty-four months after a Corporate Transaction at or prior to which the Restricted Stock Units have been Appropriately Replaced, Recipient is Terminated Without Cause by the Company or any successor Person, or Resigns For Good Reason, and the Recipient is not a Participant in such Corporate Transaction, the vesting 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 Restricted Stock Units (or the Company substitute awards by which the Restricted Stock Units are Appropriately Replaced) which are not otherwise fully vested shall thereafter be deemed to refer to automatically accelerate so that all such Restricted Stock Units (or such substitute awards) shall, immediately when the issuer Recipient is Terminated Without Cause or Resigns For Good Reason, become fully vested, free of such Replacement Equity Securities, and all other terms restrictions. For purposes of this Agreement Section 2.3: Restricted Stock Units shall continue be considered “Appropriately Replaced” if, in effect except addition to providing for acceleration as and to the extent modified by this subparagraph. provided in clause (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 2.3, at or prior to the Corporate Transaction, in the judgment of the Committee as constituted at the time the Corporate Transaction is proposed or announced to the Company (the “Evaluating Committee”), the Restricted Stock Units or a substituted award will confer the right to receive, for each share of Common Stock that may be received pursuant to the Restricted Stock Units existing immediately prior to the Corporate Transaction, on substantially the same vesting and other terms and conditions (including acceleration if the Recipient is Terminated Without Cause or Resigns For Good Reason) as were applicable to the Restricted Stock Units immediately prior to the Corporate Transaction, the consideration (whether stock, cash or other securities or property) to be received in the Corporate Transaction by holders of Common Stock for each such share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration to be received in the transaction constituting a Corporate Transaction is not solely cash and/or common stock of the successor company or its parent or subsidiary, the Evaluating Committee may, if the obligations are to be assumed by the successor company, or its parent or subsidiary, approve that the consideration to be received upon the exercise or vesting of the Restricted Stock Units (or the substituted award) will be common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per-share consideration received by holders of Common Stock in the transaction constituting a Corporate Transaction. The determination of such substantial equality of value of consideration shall be subject to Sections 5(b) made by the Evaluating Committee in its sole discretion and 8its determination shall be conclusive and binding.