Exhibit 10.22
May 4, 2000
Mr. Thomas W. VanHimbergen
Deluxe Corporation
3680 Victoria Street North
Shoreview, MN 55126-2966
Dear Tom:
Reference is made to the Executive Retention Agreement entered into
between Deluxe Corporation (the "Company") and you dated as of January 9, 1998
(as amended, the "Retention Agreement"). You and the Company have agreed that
your employment with the Company will terminate on May 31, 2000. This letter
agreement sets forth our agreement with respect to the effect of the termination
of your employment under the Retention Agreement. Accordingly, the Company
hereby agrees with you as follows:
1. Upon your termination of employment, you shall be entitled to the
payments and benefits described in Section V.A. of the Retention Agreement and
it is our mutually agreed upon intention in this letter agreement to quantify
the amount payable to you and settle the Company's obligations under certain
provisions of the that agreement.
2. The Company and you hereby agree that the total amount payable to
you (x) under Section V.A.1.(a)(ii), V.A.1.(b) and V.A.1.(c) of the Retention
Agreement, (y) for the outplacement services under Section V.A.4 thereof and (z)
except as provided otherwise provided in this paragraph 2, for all of the
benefits provided or to be provided in Section V.A.5 thereof following your
termination, including, without limitation, automobile allowance, long term
disability insurance, the executive physical program, professional financial and
tax services (including costs for financial and tax planning in connection with
the benefits to be provided you under Retention Agreement and this letter
agreement)and the premiums for credit protection insurance covering the deferral
of your compensation as provided in paragraph 4 of this letter (each of the
foregoing specifically enumerated benefits in this clause (z) being grossed up
for income taxes with the exception of the automobile allowance), is equal in
total to $2,242,625.00. We have further agreed that except for the foregoing
benefits enumerated in clause (z) of this letter agreement, the provisions of
V.A.5 shall otherwise be limited to
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amounts or benefits, if any, arising as therein provided prior to your
termination of employment and shall not include any other amounts or benefits
arising after that termination.
3. The Company also agrees to quantify the amount of your (i)
deferred compensation account balances and (ii) accrued vacation and holiday pay
to the extent not otherwise paid to you prior to your termination of employment.
4. If, prior to December 31, 2000, the Company establishes a plan
providing for the deferral of compensation, the amount of $1,500,000 of the
total amount payable to you under paragraphs 2 and 3 of this letter agreement
shall be credited with interest thereon at the per annum rate of 8% (computed
from the date of your termination to the date the credit is made) to your
account thereunder and shall thereafter be governed by all of the terms and
conditions thereof; provided, however, that you shall be required to elect the
time and manner of payments to you under that plan no later than 30 days after
its adoption and, provided further, that you may not elect a payment date under
such plan that is earlier than one year from the date you make such election.
The crediting of such deferred compensation to an account established under such
deferral plan for your benefit shall discharge the Company's obligation to pay
that amount to you. If the Company fails to establish such a plan on or prior to
December 31, 2000, the Company shall pay such amount to you in a lump sum cash
payment plus interest at the per annum rate of 8% (computed from the date of
your termination to the date such payment is made) no earlier than January 2,
2001 or later than January 5, 2001. The balance of the total amounts calculated
under paragraphs 2 and 3 of this letter agreement will calculated and paid to
you within five days of the date of your termination of employment.
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5. The Company hereby agrees to honor its obligations under Sections
V.A.1.(a)(i), V.A.2., V.A.3, VII and VIII and, subject to the provisions of
paragraph 2 above, Section V.A.5. of the Retention Agreement.
6. This will confirm that on your date of termination, you will have
the status of a Qualified Retiree for purposes of Company's retiree programs,
including, the Deluxe Foundation's matching gift program, Hotchkiss scholarship
program, and, to the extent not covered by other benefits under Retention
Agreement and confirmed in this letter, retiree life, health and dental
insurance programs.
7. You hereby agree to honor your obligations under Section IX of
the Retention Agreement.
8. Upon your execution of this Agreement, you, your beneficiaries or
your estate, as the case may be, shall be entitled to receive the benefits
described in this letter agreement (including any deferral plan contribution
described in paragraph 4, which will be distributed in accordance with the terms
of such deferral plan and, to the extent not modified or affected by the plan,
your deferral, distribution and beneficiary elections with respect thereto)
notwithstanding your death or disability after the date of this letter and
before your aforesaid termination date. In other respects, the Retention
Agreement is hereby terminated, except to the extent necessary to implement the
provisions of this letter agreement.
If this letter agreement accurately sets forth our agreement on the
subject matter hereof, kindly indicate your agreement by signing in the space
provided below and returning it to me at your earliest convenience.
Sincerely,
/s/ John A. Blanchard III
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John A. Blanchard III
President & CEO
Deluxe Corporation
Agreed to and Accepted:
/s/ Thomas W. VanHimbergen
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Thomas W. VanHimbergen
