Exhibit 10.17
SEPARATION AGREEMENT
This Separation Agreement is made and entered into April 25, 1997,
between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Employee) and Deluxe Corporation, a Minnesota
corporation having its principal offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Deluxe).
WHEREAS, Employee has been employed by Deluxe from January 19, 1981
through May 2, 1997; and
WHEREAS, the parties agree to set forth herein the terms and conditions
under which such employment is terminated.
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein the parties agree as follows:
1. Termination. Employee and Deluxe agree that Employee voluntarily
terminates his employment with Deluxe on May 2, 1997 (Termination Date).
2. Payments and Benefits. Deluxe and Employee agree that the following
payments and benefits, less applicable payroll and any supplemental deductions,
shall be provided by Deluxe to Employee:
A. One Hundred Thousand and 00/100 Dollars
($100,000.00).
B. Seventy Thousand Nine Hundred Forty-Two and 75/100
($70,942.75).
C. All accrued vacation pay as of Termination Date.
D. Accrued amount in Employee's Stock Purchase Plan
Account as of Termination Date.
E. Payment to Employee of his accrued balance in his
Supplemental Retirement Plan Account in accordance
with the terms of the Plans and the payout option
selected by Employee.
F. Forgiveness of a note Deluxe holds from Employee
under which Employee owes Deluxe Eight Thousand Five
Hundred and 00/100 Dollars ($8,500.00) in connection
with Employee's membership at North Oaks Golf Club,
and the discharge of Employee's obligations under the
note.
The payments and benefits described in subsections B, C, D and E of this Section
shall be provided by Deluxe to Employee on Termination Date. Except as otherwise
provided,
the payments and benefits described in this Section shall be provided by Deluxe
to Employee upon receipt of the signed Separation Agreement and a Release in the
form attached as Exhibit A, but no earlier than five (5) nor later than seven
(7) days after the expiration of the rescission period referred to in Section 6.
Such payments shall be reduced by any amount Employee owes Deluxe for
outstanding credit card or other charges.
3. Full Compensation. The payments that will be made to Employee or for
his benefit pursuant to this Separation Agreement shall compensate him for and
extinguish any and all claims he may have arising out of his employment with
Deluxe or his employment termination as of the effective date of the Release,
including but not limited to claims for attorneys' fees and costs, and any and
all claims for any type of legal or equitable relief.
4. Benefits. Employee is a participant in various employee benefit
plans sponsored by Deluxe. Unless otherwise agreed hereunder, the payment or
cancellation of benefits, including the amounts and the timing thereof, will be
governed by the terms of the employee benefit plans. Deluxe will provide
Employee the same assistance given other participants in employee benefit plans
so long as he is entitled to benefits thereunder.
5. Records, Documents and Property. Employee will return to Deluxe all
of its property including, but not limited to its records, correspondence and
documents as well as all keys and corporate charge cards, except that Employee
shall be permitted to retain a desk chair, laptop computer, printer and
peripheral equipment.
6. Rescission. Employee acknowledges that he has had a period of
twenty-one (21) days in which to consider this Separation Agreement and the
Release referred to in Section 7 and deliver signed originals of them to the
officer and at the address set out below in this Section. Once this Separation
Agreement and the Release are executed, Employee may rescind this Separation
Agreement and the Release within seven (7) calendar days to reinstate federal
claims and fifteen (15) days to release Minnesota claims. To be effective, any
rescission within the relevant time periods must be in writing and delivered to
Deluxe Corporation, in care of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, Deluxe
Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, either by
hand or by mail within the respective periods. If sent by mail, the rescission
must be (1) postmarked within the respective periods (2) properly addressed to
Deluxe Corporation; and (3) sent by certified mail, return receipt requested.
7. General Release. In consideration of the payments and other
undertakings stated herein, the parties shall sign a separate Release in the
form attached hereto as Exhibit A at the time each signs this Separation
Agreement.
8. Resignation. Employee agrees that as of April 21, 1997 he resigned
as an executive officer of Deluxe and as a member of the Board of Directors of
each company,
foundation, trust or other entity where he served in either capacity on behalf
of Deluxe, except that Employee agrees, if requested by Deluxe, to continue as a
member of the Board of Directors of Deluxe Mexicana until further action is
taken at its next meeting.
9. Confidential Deluxe Information. Employee agrees that for a period
of two (2) years after execution of this Agreement unless so ordered by a court
or governmental agency, Employee will not use or disclose Confidential
Information of Deluxe.
"Confidential Information" means all confidential or proprietary
information of Deluxe or any affiliate, including without limitation, financial
data, trade secrets, customer and mailing lists, business plans, sales and
marketing plans, business acquisition or divestiture plans, data processing
systems unique to Deluxe, pricing and credit policies and practices unique to
Deluxe, books and records, research and development activities relating to
existing commercial activities and new products, services and offerings under
active consideration, which Employee may have acquired or obtained during the
course of Employee's employment with Deluxe. This confidentiality commitment is
not applicable to information intentionally disclosed to the public by Deluxe or
information received by Employee from third parties not under an obligation of
confidentiality to Deluxe or any of its affiliates or subsidiaries.
10. Nonrecruitment. For a period of two (2) years after Termination
Date, Employee shall not for himself or any other person or entity either,
directly or indirectly, recruit for employment any person who at any time during
the period May 1, 1996 through Termination Date is or was an employee of Deluxe
or any of its affiliates or subsidiaries.
11. Noncompetition. Employee agrees that for a period of two (2) years
after Termination Date, Employee will not (a) serve as an officer, principal,
advisor, agent, partner, director, stockholder, employee or consultant of any
corporation or other business enterprise that engages in activities, directly or
through an affiliate, that are directly competitive with the commercial
activities of Deluxe from which it derives a significant portion of its revenue
and which were engaged in by Deluxe at the time of the termination of Employee's
employment without the prior written consent of the President and Chief
Executive Officer of Deluxe Corporation; or (b) with respect to such activities
that are directly competitive, cause customers, distributors or suppliers under
contract or doing business with Deluxe at any time within one year prior to and
including the Termination Date to modify their business relationships with
Deluxe in any material respect.
Ownership by Employee of less than one percent (1%) of the outstanding
shares of capital stock of any corporation, for investment purposes, shall not
constitute a breach of this provision.
For commercial activities to be "directly competitive" with those of
Deluxe within the meaning of this Agreement, such activities must consist of
selling or attempting to sell the same types of products or services from which
Deluxe Corporation now derives at least one percent (1%) of its revenue or which
are the subject of business development plans.
12. Non-Disparagement. The parties mutually agree that they shall not
disparage or defame each other in any respect or make any such comments
concerning the employment relationship between them.
13. Confidentiality. The terms of this Separation Agreement and the
Release shall be treated as confidential by both Employee and Deluxe and neither
party shall disclose its terms to anyone, except Employee may disclose the terms
of this Separation Agreement and the Release to his immediate family, legal
counsel and accountant and as ordered by a court or governmental agency. Deluxe
may disclose the terms of this Separation Agreement and the Release to its
officers and directors, outside auditors, to employees who have a legitimate
need to know the terms in the course of performing their duties and as required
by law. Each party recognizes and agrees that this confidentiality provision was
a significant inducement for the other to enter into this Separation Agreement
and Release.
14. Nonassignment. The parties agree that this Separation Agreement and
the Release will not be assigned by either party unless the other party agrees
to such assignment in writing.
15. Merger. This Separation Agreement and the Release, and the employee
benefit plans in which Employee is a participant supersede all prior oral and
written agreements and communications between the parties. Employee and Deluxe
agree that any and all claims which either might have had against the other are
fully released and discharged by this Separation Agreement and the Release, and
that the only claims which either may hereafter assert against the other will be
derived only from an alleged breach of the terms of the Separation Agreement,
the Release or, as against Deluxe, or any employee benefit plan in which
Employee is a participant.
16. Entire Agreement. This Separation Agreement and Attachments
constitute the entire agreement between the parties with respect to the
termination of Employee's employment relationship with Deluxe, and the parties
agree that there were no inducements or representations leading to the execution
of this Separation Agreement or any of the Attachments except as herein
contained.
17. Voluntary and Knowing Action. Employee acknowledges that he has
been advised of his right to be represented by his own attorney, that he has
read and understands the terms of this Separation Agreement and the Release, and
that he is voluntarily entering into the Separation Agreement and the Release.
18. Governing Law. This Separation Agreement and the Release will be
construed and interpreted in accordance with the laws of the State of Minnesota.
19. Counterparts. This Separation Agreement and the Release may be
executed simultaneously in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one of the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Separation
Agreement as of the day and year first above written.
DELUXE CORPORATION EMPLOYEE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
STATE OF MINNESOTA
COUNTY OF ▇▇▇▇▇▇
I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , a Notary Public, do hereby certify that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he signed and delivered the said instrument as his free and voluntary act,
for the uses and purposes therein set forth.
Given under my hand and official seal this 25 day of April , 1997.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Notary Public
STATE OF MINNESOTA
COUNTY OF ▇▇▇▇▇▇
The foregoing instrument was acknowledged before me this 25 day of April , 1997
by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a Vice President of Deluxe Corporation, a Minnesota
corporation, on behalf of the Corporation.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Notary Public
EXHIBIT A
RELEASE
Definitions. We intend all words used in this Release to have their plain
meaning in ordinary English. Technical legal words are not needed to describe
what we mean. Specific terms we use in this Release have the following meanings:
A. We, as used herein, includes Deluxe Corporation defined at B and
Employee, as defined at C.
B. Deluxe Corporation or Deluxe, as used herein, shall at all times
mean Deluxe Corporation, its subsidiaries, successors and assigns, their
affiliated companies, their successors and assigns, their affiliated and
predecessor companies and the present or former officers, employees and agents
of any of them, whether in their individual or official capacities, and the
current and former trustees or administrators of any profit sharing, pension or
other benefit plan applicable to the employees or former employees of Deluxe, in
their official and individual capacities.
C. Employee, as used herein, means ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or anyone who has
or obtains any legal rights or claims through him.
D. Employee's Claims means any rights Employee has now or hereafter to
any relief of any kind from Deluxe whether or not Employee knows now about those
rights, arising out of his employment with Deluxe, and his employment
termination, including, but not limited to, claims for breach of contracts;
fraud or misrepresentation; violation of the Minnesota anti-discrimination laws,
the Americans with Disabilities Act, or other federal, state, or local civil
rights laws based on disability or other protected class status; defamation;
intentional or negligent infliction of emotional distress; breach of the
covenant of good faith and fair dealing; promissory estoppel; negligence;
wrongful termination of employment; and any other claims for unlawful employment
practices. However, this Release shall not affect any claims which Employee
could have made under any welfare benefit plan or any profit sharing, pension or
retirement plan through Deluxe or which may arise under the Agreement to which
this Release is attached.
Agreement to Release Claims. Employee agrees that he is receiving a substantial
amount of money paid by Deluxe. Employee agrees to give up all Employee's Claims
against Deluxe in exchange for those payments. Employee will not bring any
lawsuits, file any charges, complaints, or notices, or make any other demands
against Deluxe based on Employee's Claims. Employee agrees that the money and
benefits Employee is receiving are full and fair compensation for the release of
all Employee's Claims. Employee agrees that Deluxe does not owe Employee
anything in addition to what Employee will be receiving.
Employee understands that he may rescind (that is, cancel) this Release within
seven (7) calendar days of signing it to reinstate federal claims and within
fifteen (15) days to
reinstate state claims. To be effective, Employee's rescission must be in
writing and delivered to Deluxe Corporation in care of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice
President, Deluxe Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, either by hand or by mail within the relevant period. If sent by mail,
the rescission must be postmarked within the relevant period, properly addressed
to Deluxe Corporation, and sent by certified mail, return receipt requested.
Deluxe agrees to give up any claim against Employee that Deluxe may have now or
hereafter arising from Employee's employment with Deluxe, except as may arise
under the Agreement to which this Release is attached.
We acknowledge that we have read this Release carefully and understand all its
terms. In agreeing to sign this Release, we have not relied on any statements or
explanations made by either of us.
We agree that this Release shall be effective as of the last date set out below.
Deluxe and Employee understand and agree that this Release, the Agreement and
the Deluxe employee benefit plans in which Employee is a participant, contain
all of the agreements between Deluxe and Employee. We have no other written or
oral agreements.
Dated: April 25 , 1997 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Witnesses:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
DELUXE CORPORATION
Dated: 4-25 , 1997 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Witnesses:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇